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EAM Solar

Quarterly Report Aug 29, 2024

3583_rns_2024-08-29_10ef4b4d-f13e-4d25-a387-886f0393a5d8.pdf

Quarterly Report

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EAM Solar AS Q2 REPORT 2024

Interim condensed consolidated financial statements for the period ended 30 June 2024

CONTENTS

Highlights 3
Key figures 4
Interim report 5
Details of the Criminal Court of Appeal decision 5
Litigation activity review 7
Solar PV power plant operations and revenues 9
Subsequent events 10
Financial review 10
Balance sheet 11
Going concern 11
Financial statements 12
Consolidated statement of comprehensive income 13
Consolidated statement of financial position 14
Consolidated cash flow statement 15
Consolidated statement of changes in equity 16
Notes to the interim consolidated financial statements 17
Note 01
Basis for preparation
17
Note 02
Significant accounting judgements
17
Note 03
Currency exposure
18
Note 04
Transactions with related parties
18
Note 05
Segment information
19
Note 06
Financial income and expenses
19
Note 07
Cash and cash equivalents
19
Note 08
Accounts receivables
20
Note 09
Property, plant and equipment
20
Note 10
Short- and long-term debt
21
Note 11
List of subsidiaries
22
Note 12
Operational costs break-down Q2 2024
23
Note 13
Subsequent events
23

CONTENTS · HIGHLIGHTS · INTERIM REPORT · FINANCIAL STATEMENTS

EAM Solar Q2 report 2024 2

HIGHLIGHTS Q2 2024

  • Following the decision by the general assembly 27 June, EAM Solar is no longer a public limited company (ASA/allmennaksjeselskap) but now registered as a limited liability company (AS/aksjeselskap). The change in organizational form will have a consequence for the listing of the company's shares on the Oslo Stock Exchange Euronext Expand list.
  • On 4 July the Criminal Appeal Court of Milan upheld the court decision of 2019 and confirmed that the indicted directors of Aveleos where guilty in fraud against the State of Italy through obtaining subsidies for Solar PV power plants by the use of falsified documents and false declarations. However, despite this fact the Criminal Appeal Court decided to acquit the Aveleos Directors of the fraud conviction from 2019 against EAM.
  • Since the crimes committed was conducted in the period 2010 to 2012, the statutory limitations for court proceedings has been passed. Consequently the convicted individuals does not have to face a criminal sentence but is only liable for financial damages towards the State of Italy and other civil parties.
  • The associated companies (Aveleos, Avelar SAEM etc.) are by the Criminal appeal Court also held financially liable for damages against civil parties. Companies cannot be indicted or charged in criminal proceedings in Italy, but can be held financially liable for criminal actions conducted by representatives of the companies.
  • The Criminal Appeal Court of Milan decided to rule opposite to the conclusions of the Criminal Court of Milan in 2019 and the Supreme Court conclusion of 2021.
  • EAM and its legal counsel are of the opinion that Appeal Courts acquittal decision for fraud against EAM is based on omittance of witness testimonies and documented evidence, and unproven speculation by the Appeal Court on EAMs motives for conducting the transaction. The Court has not addressed the factual evidence proven in the court proceedings of 2019 that EAM was provided falsified documents during the contractual negotiations with Aveleos. These are the same falsified documents that the Appeal Court found as grounds for maintaining the conviction for fraud against the State of Italy.
  • EAMs legal counsel in the criminal proceedings recommends that the decision is appealed to the Supreme Court of Cassation.
  • The Milan Chamber of Arbitration's issued their decision in the arbitration between EAM Solar ASA and Aveleos SA on 29 February 2024. The arbitration court conclusion an amount in favour of EAM of approximately EUR 2.7 million after interest is applied. Aveleos has appealed the decision and the first hearing in this appeal will occur on 5 February 2025.
  • On 21 May Energeia AS issued a notice of termination of the management agreement of EAM Solar ASA. The termination period is 12 months. During this period Energeia AS will conduct the management tasks as defined by the prevailing management agreement and assist the Board of EAM Solar ASA in the establishment of a self-sufficient organisation.
  • EBITDA for the quarter was minus EUR 237 thousand and accumulated for the year minus EUR 239.

Key figures

EUR 000' Unaudited
Q2 2024
Unaudited
Q2 2023
Unaudited
H1 2024
Unaudited
H1 2023
Audited
2023
Revenues 303 245 514 454 993
Cost of operations (60) (47) (118) (99) (237)
Sales, general and administration expenses (427) (264) (540) (608) (743)
Legal costs (53) (459) (95) (581) (983)
EBITDA (237) (525) (239) (834) (971)
Depreciation, amortizations and write downs (141) (141) (282) (283) (564)
EBIT (378) (666) (521) (1
117)
(1
535)
Net financial items (379) 324 38 1
252
584
Profit before tax (757) (343) (484) 135 (951)
Income tax gain/(expense ) (14) (9) (27) (9) (260)
Net income (771) (351) (511) 126 (1
211)
Earnings per share (fully diluted): (0.11) (0.05) (0.07) 0.02 (0.18)
Distribution to shareholders per share - - - - -
Dividend yield - - - - -
Million no. of shares (fully diluted) 6.85 6.85 6.85 6.85 6.85
EBITDA adjusted (184) (66) (144) (253) 12

INTERIM REPORT

EAM Solar AS ("EAM", "EAM AS", or "the Company") is a company listed on the Oslo Stock Exchange under the ticker "EAM". The Company's primary business is to own solar power plants and sell electricity under longterm fixed price sales contracts, and to pursue legal proceedings to restore company values. The Company owns four power plants in Italy, which are in the Puglia and Basilicata regions in Southern Italy.

Following the decision by the general assembly 27 June, EAM Solar is no longer a public limited company (ASA/allmennaksjeselskap) but now registered as a limited liability company (AS/aksjeselskap).

The change in organizational form will have a consequence for the listing of the company shares on the Oslo Stock Exchange Euronext Expand list.

This interim report should be read in combination with the Annual Report 2023, first quarter 2024 report and stock exchange notices in the reporting period.

The narrative on various legal proceedings have been reduced compared to previous interim reports. Main focus for the second quarter 2024 report, apart from general comments on financial performance in the second quarter, is the decision made by the

Criminal Appeal Court of Milan, announced 4 July, in the criminal proceedings whereby EAM was a civil party.

The full grounds for decision was dated 2 August and received by us on 7 August. The complete ruling by the court is published on the EAM web-page with the following link: https://eamsolar.no/investors/ p31-acquisition-legal-information.

Details of the Criminal Court of Appeal decision

On 4 July 2024 the Milan Criminal Court of Appeal announced its judgement.

The first instance decision of 2019, with associated civil liability, were upheld in relation to the Indictment of fraud against the state of Italy for solar power plants that illegally had received state subsidies under Conto Energia II and IV. However, Marco Giorgi and Igor Akhmerov were acquitted of the allegations contained in Indictment Point F) related to fraud against EAM.

On 7 August 2024, EAM received the full articulated reasons for the judgement. These reasons have been summarized below.

Indictment Point B) related to Conto Energia II Plants

Igor Akhmerov was charged, and originally convicted, under Indictment Point B) for having defrauded the state of Italy in relation to requests to access the Feed-in Tariff regime under Conto Energia II.

In this judgement, the court puts value on Igor Akhmerov's role as 'top manager' of the Avelar system and his various board positions throughout the companies of the Aion-Avelar group. Through these company positions he would have had enough knowledge to know that his declarations, sent to the GSE attesting that the plants had been completed before the deadline of year-end 2010, were false.

The court re-examined the credibility of the witness Vito Lo Surdo who alleged that he was threatened by Avelar to have his payments withheld if he did not lie about the power plants being completed in time. The court found that Lo Surdo was credible and that his testimony supported the framework of evidence which the first instance court had found convincing.

The court also re-considered the 31 January 2011 email of Paulo Russo which included the destinations of module containers, containing modules which had been reported to have already been on the solar parks in November 2010. The appeal court rejected the defence's attempts to explain the innocence of this email.

The court leaned heavily on the reasoning and considerations of the first instance judgement and rejected the appeal of Akhmerov and the associated civil responsible parties. The first instance determination of liability in 2019 for the crime of Indictment Point B) was reinstated.

Indictment Point D) related to Conto Energia IV Plants

Igor Akhmerov and Marco Giorgi were charged, and originally convicted, under Indictment Point D) for having defrauded the state of Italy in relation to requests to access the Feed-in Tariff regime under Conto Energia IV.

The Milan Criminal Court of Appeal upheld this decision of the first instance ruling of 2019. The defences tried to convince the court that subordinates at Helios and Ecoware were the sole masterminds behind the fraud. The court found that Marco Giorgi must have known of the fraud related to Conto Energia IV because of:

  • His role as an executive or a board member in nearly all Avelar/Aion companies;
  • He knew of the state of financial crisis at Helios;
  • He knew Avelar (the parent) could not provide financial assistance;
  • the urgency to get accepted into the Conto Energia schemes;
  • The business interest of Avelar to sell the plants at the best price, via Aveleos, which would require admittance to the Conto Energia Schemes.

The court reaches a similar conclusion for Akhmerov, Giorgi's direct superior.

The court agreed with the first instance reasoning that the scheme concocted to pass off Chinese modules as European must have required the direct involvement of the indicted due to the number of companies involved. Further, the company AION, headed by Giorgi, had paid invoices directly on behalf of Helios towards the Chinese module manufacturer.

Indictment Point F) related to the Fraud of EAM

The Milan Criminal Court of Appeal absolved Marco Giorgi and Igor Akhmerov for the crime, under Indictment Point F), of having used Aveleos to fraudulently sell 31 power plants to EAM in 2014.

The court has stated that a conviction of B) and D), against the state of Italy, would not automatically prove the crime under F) against EAM. The court poses a scenario where EAM fully knew, or ought to have known, about the criminal investigations into the parks and thereby sufficiently accepted the associated risk.

The court does, in the end, reach such a conclusion by speculating on EAMs motives for conducting the acquisition and by omission of key witness statements and documents that evidenced the opposite:

The court mistakenly suggests that the only document withheld from EAM was a search order minutes from 2012 where Giorgi was interviewed by the police in connection with the mislabelled origin of panels. The court admits this should have been given to EAM, and that's its withholding was a breach of good faith, but concludes that EAM would have nonetheless gone through with the deal. To support this hypothesis the court cites the following:

  • The inspections on ENS 4 were notified to EAM in February 2014, prior to closing;
  • A decree of the Court of Reggio Emilia related to Aion was present in the transaction data room which stated that an investigation was ongoing into unspecified plants constructed by Aion (the EPC company);
  • EAM would have known by 25 March 2014 that the Prosecutor Office of Milan was checking conformity of serial numbers and the origin of panels;
  • That the above information was substantially the same as the information concealed from EAM by withholding the 2012 search decree.

The court goes on to say that the Massimi & Fiorini report (having been requested by EAM as an independent third party expert who could confirm or deny the conformity of the solar modules on the 5 plants in question at the time) concluded that while the plants were in conformity with the rules, this conclusion was subject to having received correct information from Aveleos.

The court then writes that the MF verification report would have not had any connection to EAM's decision to purchase, "unless the Court are to believe that the defendants also mislead the company Massimi and Fiorini". A fact that was proven in the first instance court proceedings.

The court concludes by saying the reduction in the purchase price, contained in the SPA addendums, was a reflection of EAM asking for a better deal due to the risk. In addition, the arbitration proceedings between 2016 and 2019 would have already found that Aveleos, and by extension Giorgi and Akhmerov, had not breached their duty of disclosure.

Refutation and Grounds of Appeal to the Court of Cassation

EAM is of the opinion that the court selectively have omitted key documents, testimonies and facts in order to reach the above judgement. We believe the nature of fundamental mistakes made by the Appeal Court in its grounds for decision provides EAM with the basis for an appeal of the decision to the Court of Cassation.

To take the points in reverse order:

Giorgi and Akhmerov's duty of disclosure was not, in fact, assessed in the arbitration proceedings cited by the court of appeal. Due to Procedural Order No 4, the conduct of Giorgi and Akhmerov was determined to be outside the scope of the arbitration, as the criminal court proceedings were already evaluating these two subjects. The Criminal Court of Appeal makes no mention of the existence of Procedural Order No 4 when reaching their determination. Thus, the Appeal Courts conclusion is based on an untrue representation of the facts.

The reduction in the purchase price was not related to an evaluation of risk on the part of EAM. It is stated, in plain wording, in the SPA addendums that the purchase price reduction was due to a re-valuation of the SPVs in light of the expected government decision to reduce the Feed-in tariff price. Any other suggestion is factually untrue.

The court discusses the MF report, questioning whether they are to believe that MF was also misled by the sellers. The court completely omits the testimony of the MF employee who wrote the report who stated, during the trial under oath, that had he known the documents given to him by Avelar and Enovos were falsified (having been doctored as part of the Conto Energia IV fraud) he would have reached a different conclusion in his final report and would not have stated that the plants were in conformity with the rules and regulations.

EAM can only speculate as to why the court of appeal decided not to mention this testimony or the falsified documents delivered to MF in their verification procedure.

As a more general counter to the court's opinion that EAM was aware of the investigations and thereby knowingly took a risk, the following should be remembered:

  • Of the 21 plants transferred to EAM in 2014, five had FIT contracts under Conto Energia IV, one had a FIT contract under CE III, and 15 had FIT contracts under CE II;
  • Of the five plants under CE IV, only one (ENFO 14) was contained in either the scope of the MF evaluation or the criminal case itself;
  • The court of appeal decision has no evidence that would explain how EAM would have taken a risk on, or had any knowledge of,

a possible non-conformity with any plant under CE II or III (all of which were indicted into the criminal case and lost their FIT contracts);

  • Therefore, the court uses EAM's knowledge of inspections on one transferred CE IV plant (inspections which EAM was assured were routine and for which EAM demanded a third party confirmation of compliance) to conclude that EAM was sufficiently aware of the non-compliance of sixteen other plants under CE II and III.
  • Never once in the negotiations (and fittingly, never once in the appeal courts' written judgement) was there a single mention of irregularities or non-compliance of plants under CE II and III.

There exist a multitude of other, smaller, mistakes in the judgement which EAM has chosen not list here. EAM believes that sufficient errors and omissions were made by the appeal court to justify an appeal to the Supreme Court of Cassation. Once the factual errors are corrected, the conclusion that EAM took a knowing risk or would have 'made the purchase anyway' is no longer justifiable.

Litigation activity review

The P31 Acquisition fraud transformed EAM from an operational Solar PV YieldCo to a company where most activity and value depends on the outcome of various litigation processes. The following is a short status of ongoing litigation activities.

Criminal proceedings in Milan

In January 2015 the prosecutor's Office of Milan filed a request for trial to the Criminal Court of Milan against 9 individuals for fraud against the State of Italy in conjunction with subsidized electricity sales contracts.

The criminal proceedings commenced in June 2016, and in April 2019 the Criminal Court of Milan published its decision, where the indicted Aveleos directors, Mr Giorgi, and Mr Akhmerov, was found guilty of criminal contractual fraud against EAM Solar ASA in conjunction with the sale of the P31 portfolio and sentenced them to prison terms and provisional damages of EUR 5 million. Aveleos S.A., as civil liable party, was condemned to be financially responsible for the same provisional damage.

The 2019 ruling by the Criminal Court of Milan was appealed by several parties, and the appeal procedure in the Criminal Court of Appeal of Milan commenced with one hearing in October 2020 and two hearings in December 2020, and on 20 January 2021, the Criminal Appeal Court of Milan revoked the first instance judgement of the Criminal Court of Milan.

EAM Solar ASA joined with the Prosecutor's Office in Milan in appealing the Criminal Appeal Court of Milan decision to the Italian Supreme Court of Cassation in 2021.

On 7 October 2021 the Supreme Court of Italy decided to annul the acquittal decision of by the Criminal Appeal Court of Milan in its entirety.

The Supreme Court issued its full grounds for the annulment decision of the acquittal ruling in November 2021. The Supreme Court found that the Criminal Appeal Court of Milan did not fulfil its obligation to conduct a correct and comprehensive review of the factual evidence in the criminal case, resulting in an erroneous evaluation of the evidence with the effect that the acquittal decision was based on inconsistent and illogical arguments.

The Supreme Court sent the criminal proceedings back to a different chamber of the Criminal Appeal Court of Milan for new appeal proceedings to be conducted, with the requirement that the new court proceedings must be based on a complete review of the evidence, making correct application of the principles of law and the rules of logic as formulated in the Supreme Court decision.

On the fraud of EAM, the Supreme Court concluded that the evidenced withholding of essential information during the contractual negotiations constitutes a contractual fraud.

In July 2023, Section V of the Court of Appeal in Milan notified the parties that the appeal proceedings would continue, and the first hearing took place on 30 November 2023. The final hearing was conducted 16 May 2024. The Court of Appeal rendered its judgement on 4 July 2024 and found that Akhmerov and Giorgi, while still liable for the Indictment Points B) and D) against the Italian State, were not guilty nor liable towards EAM in relation to Indictment Point F).

The court has reasoned that the 2014 notification (that the prosecutor's office of Milan was conducting conformity checks on 5 plants under Conto Energia IV) was sufficient for EAM to have known that 17 plants, under Conto Energia II, III, and IV, had been constructed fraudulently and that EAM took a commercial risk in purchasing the plants with this knowledge.

EAM has discussed with its legal counsel in Italy and intends to appeal this decision to the Supreme Court of Cassation. This is because the appeal court judgement contains blatant factual errors, omission of witness statements and documents which, if corrected, would undermine the reasoning for the judgement.

Further, the court of appeal has derogated from the reasoning and interpretations of the Supreme Court of Cassation in 2021 and has mistakenly assumed that the arbitration proceedings which concluded in 2019 had already examined the conduct of Giorgi and Akhmerov.

The deadline for this appeal will be 1 October 2024 and, if accepted, the process can be expected to take approximately 9 months.

Arbitration proceedings in Milan of 2016

Following the final legal ruling by the Administrative Court of Lazio (TAR) in June 2016 that the 17 terminated FIT contracts were invalid, the Company summoned Aveleos S.A. to the Milan Chamber of Arbitration requesting the Share Purchase Agreement between the parties to be declared null and void based on fundamental breach of contract.

On 2 April 2019 a final award was made by the Arbitral Tribunal of the Milan Chamber of Arbitration. The Arbitration decision was not unanimous, with one of three arbitrators dissenting to dismissing the claims brought by EAM Solar ASA. The dissenting opinion was published together as an integrated part of the of the arbitration ruling.

On 4 July 2019 EAM Solar ASA filed an appeal against the Arbitration Tribunal decision in the civil Court of Appeal of Milan asking the court to annul the arbitration award of 2 April 2019 based on 12 different accounts of breach of Italian law in its conclusions and the basis for the arbitration award. On 23 June 2021 the Civil Court of Appeal of Milan decided to dismiss the request for the annulment of the Arbitration award. However, The Arbitration decision of 2019 is not

yet final since EAM decided to appeal the dismissal by the Civil Appeal Court in Milan to the Supreme Court in Italy within the deadline on 22 September 2021.

New Arbitration in Milan of 2020

On 5 October 2020, the Arbitration Chamber of Milan notified EAM Solar ASA and its subsidiary EAM Solar Italy Holding Srl that Aveleos SA had filed for two new arbitration proceedings in relation to the P31 SPA with reference to shareholder loans and corporate guarantees. The two proceedings have later been merged into one proceeding.

The Milan Chamber of Arbitration's final decision in the arbitration between EAM Solar ASA and Aveleos SA was received 29 February 2024. The arbitration court conclusion was a net amount in favour of EAM of between EUR 2 616 810 and EUR 2 939 814 after interest is applied.

A range is stated above due to a possible clerical error made in the Final Award. Aveleos has requested the Arbitration Chamber to correct the error and revise the stated interests. Aveleos has further challenged the application of other interest rates. The Tribunal resolved the issue by ruling dated 16 May 2024 determining the new amount in favour of EAM to be EUR 2 729 796 after interest as of 22 May 2024.

Aveleos has appealed the award. EAM has until 27 November 2024 to respond. The first hearing in this appeal matter will be held on 5 February 2025. It is not yet known which elements of the award will be stayed pending the appeal.

Civil Court Italy; UBI

In November 2018 EAM Solar ASA was served with a notice that UBI Leasing had requested the Court of Brescia for an injunction of EUR 6 million on EAM assets. The court of Brescia granted a preliminary non-enforceable injunction. EAM challenged the injunction. Court hearings in this matter has been ongoing since 2019 until this day.

EAM has requested UBI to provide both witnesses and documentation of the bank's handling of the leasing financing activities of the Solar PV power plants in 2010 and 2011 in the proceedings. On 10 November 2022 the Judge decided that UBI must submit certain documents on EAM's request. A hearing was conducted on 30 March 2023 where UBI submitted more documents.

The final hearing in this matter was heard on 4 March 2024. A decision will be given in a hearing on 12 September 2024.

No provisions are made in the accounts on this matter.

Civil Court Luxembourg

EAM Solar ASA filed a civil lawsuit in Luxembourg in July 2019 against the Aveleos shareholder, Enovos, along with the four Enovosemployed directors of Aveleos. This civil claim is subordinate to the original criminal complaint with civil action filed in 2016.

Administrative Court Italy – ENFO 25

In September 2019, the Company received notice from GSE that they had suspended payments of electricity delivered under the feed-intariff contracts for ENFO 25. The Company appealed the order before the Administrative Court "TAR" in Lazio (Rome). Subsequent hearings in this matter have been conducted in TAR since in 2019.

In July 2021 TAR decided in a court ruling that the termination decision made by GSE on the FIT contract for ENFO25 in September 2019 is invalid and consequently cancelled.

GSE has not paid the FIT tariff for the electricity delivered by ENFO 25 since July 2019, and currently owe approximately EUR 1 060 thousand in unpaid electricity bills to ENFO 25. The Administrative Court also ordered GSE to cover the legal costs of EAM Solar ASA. How and when GSE will restore their contractual obligations is not yet determined.

Management evaluated the situation of ENFO 25 and its net receivable position against GSE in conjunction with the full year accounts 2022, concluding that it is more likely than not, that the net receivable against GSE will not be collected. Based on this conclusion the trade receivable against GSE and the corresponding provision of payable was written down and the net amount recognised as an operating cost, write down of trade receivables amounting to EUR 569 thousand at year-end 2022.

Revenues recognition and reporting of revenues for 2022 remained unchanged, however from 1 January 2023 the Company has not recognised Feed-In-Tariff revenues for ENFO 25.

On 19 July 2024, EAM formally applied to GSE for the reinstatement of ENFO 25's Feed-in-Tariff. The timeline for processing is not yet known.

Breach of standstill agreement proceedings against Aveleos S.A. in the Court of Luxembourg.

In a ruling communicated in March 2017 the court decided that the Luxembourg civil proceedings regarding the standstill agreement

shall be put to a halt until the award before the Arbitration Court of Milan is finalized.

In October 2022 the matter was brought for a renewal. The Judge reconfirmed stay of any proceedings.

On 25 April 2023, Aveleos requested permission from the Court to appeal the 2022 stay of the standstill proceedings. Aveleos alleged that its human rights had been violated by the court's decision to stay proceedings. On 2 May 2023, the Court heard arguments and on 5 May 2023 decided to reject Aveleos' appeal on the merits. Consequently, the 2022 decision remains in effect.

Solar PV power plant operations and revenues

EAM ASA owned 4 power plants in the quarter. The 4 power plants have a combined installed capacity of 4.0 MW with an average annual power production of 5.4 GWh (P50 production).

Power production in the quarter was 1 347 MWh, 18.9 per cent below estimated production due to lower capacity of the power plants caused by thefts. Accumulated for the year power production was 2 302 MWh.

FIT revenues in the quarter were EUR 189 thousand and accumulated for the year, they were EUR 321 thousand.

Market price revenues in the quarter were EUR 105 thousand representing an average market price of EUR 78 per MWh. Accumulated for the year, market price revenues were EUR 183 thousand. This represents and average market price for electricity of EUR 79 per MWh for the period.

Subsequent events

Risk associated with external factors

The Group is to a little extent affected by increased interest rates impact through the external leasing debt.

The war in Ukraine and the sanctions against Russia has had no direct impact on the Company's operations.

New board directors

In the extraordinary general meeting on 10 May 2024, Pål Hvammen and Elisabeth Dragseth was elected new members of the Board of Directors.

In the ordinary general meeting to the 27 June 2024, Erik Alexander was elected member of the Board, replacing Elisabeth Dragseth.

Ending of management agreement

On 21 May Energeia AS issued a notice of termination of the management agreement of EAM Solar ASA. The termination period is 12 months. During this period Energeia AS will conduct the management tasks as defined by the prevailing management agreement and assist the Board of EAM Solar ASA in the establishment of a self-sufficient organisation.

Financial review

Revenues

Revenues in the quarter were EUR 303 thousand, of which FIT revenues were EUR 189 thousand, EUR 105 thousand were from market sales of electricity and EUR 9 thousand were other revenues.

Accumulated for the year revenues were EUR 514 thousand, of which of which FIT revenues were EUR 321 thousand including the reduction in revenue following the implementation of the Sostegni Ter Decree. EUR 183 thousand were from market sales of electricity and EUR 10 thousand were other revenues.

Management has evaluated the situation of ENFO 25 and its net receivable position against GSE at year end 2022, concluding that it is more likely than not, that the net receivable against GSE will not be collected. Based on this conclusion the trade receivable against GSE and the corresponding provision of payable was written down and the net amount recognised as an operating cost, write down of trade receivables amounting to EUR 569 thousand at year-end 2022. Revenues recognition and reporting of revenues for 2022 remained unchanged, however from 1 January 2023 the Company has not recognised Feed-In-Tariff revenues for ENFO 25.

Cost of operations

Cost of operations in the quarter was EUR 60 thousand and accumulated for the year cost of operations was EUR 118 thousand.

SG&A costs

SG&A costs in the quarter were EUR 427 thousand and accumulated for the year SG&A costs were EUR 540 thousand.

Legal costs

In the quarter legal costs stemming from the P31 Acquisition were EUR 53 and accumulated for the year EUR 95 thousand.

EBITDA

EBITDA in the quarter was minus EUR 237 thousand, representing an EBITDA margin of minus 78 per cent. Accumulated for the year

EBITDA was minus EUR 239 thousand, representing and EBITDA margin of minus 46.5 per cent.

EBIT

Depreciation and amortization in the quarter were EUR 141 thousand, resulting in an operating profit of minus EUR 378 thousand. Accumulated for the year depreciation and amortization were EUR 282 thousand, resulting in an operating profit of minus EUR 521 thousand in the period.

Net financial items

Net financial items in the quarter were negative with EUR 379 thousand. Accumulated for the year net financial items were positive with EUR 38 thousand.

Pre-tax profit, taxes, and net profit

Pre-tax profit in the quarter was negative with EUR 757 thousand and accumulated for the year pre-tax profit was negative with EUR 484 thousand.

Taxes in the quarter were 14 thousand. Accumulated for the year tax cost was EUR 27 thousand.

Reported net income in the quarter was minus 771 thousand and accumulated for the year net income was minus EUR 511 thousand.

Cash flow

Cash flow from operations in the reporting period was positive with EUR 273 thousand. Investment activities were zero in the period and financing activities were negative with EUR 470 thousand in the period.

Restricted and unrestricted cash at the end of the quarter was EUR 194 thousand, of which EUR 104 thousand is restricted and EUR 62 thousand remains seized by the Prosecutors Office in Milan in companies not included in the criminal proceedings.

Balance sheet

On a group level total assets at the end of the quarter were EUR 8.1 million with book equity of EUR 1.1 million representing an equity ratio of 13.5 per cent.

Shares and share capital

The Company's registered share capital at the end of the quarter was NOK 68 522 100 divided into 6 852 210 shares, each with a nominal value of NOK 10.

Going concern

The second quarter 2024 report are prepared under the assumption of going concern.

However, although the Group's asset base and operating revenues covers ordinary operations, administration and service of operating assets debt obligations, the Group's liquidity is strained due to the significant legal costs relating to the litigation activities.

In the final award of 29 February 2024 in the Milan arbitration, EAM Solar ASA was awarded an estimated net compensation payable by Aveleos SA of EUR 2 729 796 after interest is applied as of 22 May 2024. However, the Company does not foresee to receive such amounts

without further legal procedures in conjunction with international collection procedures.

The final award in the arbitration does, however, open for the possibility of releasing pledges relating to Aveleos on the SPV ENS1, thus enabling EAM Solar ASA to sell the four remaining power plants in Italy. Such sale will release a significant amount of liquidity for the Company. However, such sale may take between 9 and 18 months to conclude.

These circumstances imply that there will be a need for additional capital infusion. If this is not attainable, there will be a material uncertainty regarding the group's ability to continue as a going concern.

Oslo, 28 August 2024

Pål Hvammen Non-executive director

Erik Alexander Non-executive director Viktor Erik Jakobsen Chair

Christian Hagemann CEO

CONSOLIDATED INTERIM FINANCIAL INFORMATION

EAM Solar Q2 report 2024 12

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

EUR Note Unaudited
Q2 2024
Unaudited
Q2 2023
Unaudited
H1 2024
Unaudited
H1 2023
Audited
2023
Revenues 5, 12 303
497
245
403
513
967
454
162
992
716
Cost of operations 12 (59
924)
(47
066)
(117
869)
(99
146)
(237
408)
Sales, general and administration expenses 12 (427
162)
(264
489)
(540
324)
(608
322)
(743
296)
Legal costs 12 (53
021)
(459
080)
(94
907)
(580
953)
(982
772)
EBITDA 5 (236
609)
(525
232)
(239
133)
(834
258)
(970
760)
Depreciation, amortizations and write downs 9 (141
165)
(141
115)
(282
236)
(282
594)
(564
108)
EBIT 5 (377
774)
(666
347)
(521
369)
(1
116
853)
(1
534
869)
Finance income 6 2
089
355
372
488
569
1
352
283
1
404
806
Finance costs 6 (381
384)
(31
692)
(450
800)
(100
104)
(820
867)
Profit before tax (757
069)
(342
666)
(483
600)
135
326
(950
929)
Income tax gain/(expense) (13
642)
(8
774)
(26
940)
(9
158)
(260
378)
Profit after tax (770
711)
(351
441)
(510
540)
126
169
(1
211
308)
Unaudited Unaudited Unaudited Unaudited Audited
EUR Note Q2 2024 Q2 2023 H1 2024 H1 2023 2023
Other comprehensive income
Translation differences 284
434
(337
597)
(159
796)
(1
390
280)
(896
286)
Other comprehensive income net of tax 284
434
(337
597)
(159
796)
(1
390
280)
(896
286)
Total comprehensive income (486
277)
(689
037)
(670
336)
(1
264
111)
(2
107
594)
Profit for the year attributable to:
Equity holders of the parent company (770
711)
(351
441)
(510
540)
126
169
(1
211
308)
Equity holders of the parent company (770
711)
(351
441)
(510
540)
126
169
(1
211
308)
Total comprehensive income attributable to:
Equity holders of the parent company (486
277)
(689
037)
(670
336)
(1
264
111)
(2
107
594)
Equity holders of the parent company (486
277)
(689
037)
(670
336)
(1
264
111)
(2
107
594)
Earnings per share:
Continued operation
- Basic (0.11) (0.05) (0.07) 0.02 (0.18)
- Diluted (0.11) (0.05) (0.07) 0.02 (0.18)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Unaudited Audited Audited
EUR Note 6M 2024 2023 2022
ASSETS
Property, plant and equipment 9 5
148
319
5
429
870
5
987
981
Intangible assets 8
051
8
401
9
101
Other long term assets 185
237
200
290
324
297
Deferred tax assets 40
002
40
002
64
018
Non-current assets 5
381
609
5
678
563
6
385
396
Current assets
Trade and other receivables 8 1
795
557
1
733
201
2
174
744
Other current assets 687
064
649
876
634
662
Cash and cash equivalents 7 194
057
391
720
1
464
397
Current assets 2
676
678
2
774
798
4
273
803
TOTAL ASSETS 8
058
287
8
453
361
10
659
199
EUR Note Unaudited
6M 2024
Audited
2023
Audited
2022
Oslo, 28 August 2024
EQUITY AND LIABILITIES
Equity
Paid in capital Pål Hvammen
Issued capital 8
126
110
8
126
110
8
126
110
Non-executive director
Share premium 27
603
876
27
603
876
27
603
876
Paid in capital 35
729
986
35
729
986
35
729
986
Erik Alexander
Other equity Non-executive director
Translation differences (8
870
977)
(8
711
181)
(7
814
895)
Other equity (25
770
940)
(25
260
400)
(24
049
092)
Other equity (34
641
917)
(33
971
581)
(31
863
987)
Total equity 1
088
069
1
758
405
3
865
999
Viktor Erik Jakobsen
Chair
Non-current liabilities
Leasing 2
638
427
2
886
601
3
340
536
Deferred tax liabilities 961
031
974
368
804
250
Christian Hagemann
Other non current liabilities 342
516
343
887
343
887
CEO
Total non-current liabilities 10 3
941
974
4
204
856
4
488
674
Current liabilities
Leasing 477
842
453
731
430
836
Trade and other payables 2
536
251
2
035
127
1
873
690
Tax payables 14
151
1
242
Total current liabilities 10 3
028
244
2
490
100
2
304
526
Total liabilities 6
970
217
6
694
956
6
793
200
TOTAL EQUITY AND LIABILITIES 8
058
287
8
453
361
10
659
199

CONSOLIDATED CASH FLOW STATEMENT

EUR Note 6M 2024 2023
Cash flow from operations
Profit before income taxes (483
600)
(950
930)
Depreciation 9 281
552
564
109
Change in trade debtors 8 (30
066)
86
181
Change in trade creditors 10 381
771
517
169
Effect of exchange fluctuations (172
085)
(961
289)
Change in other provisions 295
165
257
583
Net cash flow from operations 272
737
(487
178)
EUR Note 6M 2024 2023
Cash flow from investments
Purchase of fixed assets 9 - (5
300)
Payment of short term loan /receivables - 185
000
Net cash flow from investments - 179
700
Cash flow from financing
Repayment of long term loans (224
062)
(431
041)
Interest paid (246
342)
(334
158)
Net cash flow from financing (470
404)
(765
199)
Exchange gains / (losses) on cash and cash equivalents
Net change in cash and cash equivalents (197
667)
(1
072
677)
Cash and cash equivalents at the beginning of the period 391
720
1
464
397
Cash and cash equivalents at the end of the period 7 194
053
391
720

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR Share capital Share premium fund Other equity Currency translation reserve Total equity
Equity as at 1 January 2023 8
126
110
27
603
876
(24
049
092)
(7
814
895)
3
865
999
Profit (loss) After tax (1
211
308)
(1
211
308)
Other comprehensive income (896
286)
(896
286)
Equity as at 31 December 2023 8
126
110
27
603
876
(25
260
400)
(8
711
181)
1
758
405
Equity as at 1 January 2024 8
126
110
27
603
876
(25
260
400)
(8
711
181)
1
758
405
Profit (loss) After tax (510
540)
(510
540)
Other comprehensive income (159
796)
(159
796)
Equity as at 30 June 2024 8
126
110
27
603
876
(25
770
940)
(8
870
977)
1
088
069

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 01 BASIS FOR PREPARATION

General accounting principles

EAM is a public limited liability company, incorporated and domiciled in Norway, with registered office at Cort Adelers gate 33, 0254 Oslo, Norway. The Company was founded on 5 January 2011 and listed on the Oslo Stock Exchange under the ticker "EAM" in 2013.

The primary business activity of EAM is both to own solar photovoltaic power plants and sell electricity under long-term fixed price sales contracts, and to pursue legal proceedings to restore company values. EAM was structured to create a steady long-term dividend yield for its shareholders. Following the P31 Acquisition, the main value of EAM is dependent on the future outcome of litigation activities.

EAM currently owns 4 photovoltaic power plants and 2 subsidiaries in Italy. The Company has no employees.

Energeia AS manages the Company under a long-term management agreement. Energeia AS conducts the day-to-day operational tasks with own employees and using subcontractors.

These interim condensed consolidated financial statements for the quarter have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements. The quarterly report should therefore be read in conjunction with the Group's Annual Report 2023 that was published on 30 April 2024 and the stock exchange notices in the reporting period.

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2023.

Financial risk

The external leasing contracts has a floating interest rate.

Credit risk

Under normal circumstances the risk for losses is low, as the counterpart is the Italian state, but given the unpaid FIT amounts on ENFO 25, the management at year end 2022 decided to make a provision and write down the receivable against GSE, see note 2 and 8. The Group has not made any offsets or other derivative agreements to reduce the credit risk in EAM.

Asset value risk

EAM Group's cash balance was EUR 194 thousand on 30 June 2024, of which EUR 104 thousand are restricted and EUR 62 thousand are seized by the Italian state.

Market and regulatory risk

One of the main risks of operations in Italy is related to regulatory risk. The contractual counterparty, the Government of Italy, has conducted unilateral and retroactive changes to the commercial electricity sales contracts to the detriment of the suppliers and they have also made changes to the operational regulatory regime governing power plants in Italy.

Risk associated with external factors

The Group is to a little extent affected by increased interest rates impact through the external leasing debt.

Note 02 SIGNIFICANT ACCOUNTING JUDGEMENTS

In the process of applying the Group's accounting policies according to IFRS, management has made several judgements and estimates. All estimates are assessed to the most probable outcome based on the management's best knowledge. Changes in key assumptions may have significant effect and may cause material adjustments to the carrying amounts of assets and liabilities, equity, and the profit for the period. The Company's most important accounting estimates are the following:

Revenue and receivables

The Group has receivables against various parties including the Italian state and companies involved in the criminal proceedings in Milano. It is uncertainty regarding the willingness or ability for these parties to pay. To the extent the Company or its subsidiary is aware of any doubt in the likelihood of collecting such receivable a provision has been made. Significant judgement is required in estimating the soundness of such receivable.

In the case of ENFO 25 where the Company received a GSE order to suspend the incentives and relevant payments of feed-in-tariff, the Company previously decided to recognise revenue in full.

The Administrative Court of Lazio (TAR) has decided in a court ruling on 12 July 2021 that the termination decision made by GSE on the FIT contract for ENFO25 in September 2019 is invalid and consequently cancelled.

GSE has not paid the FIT tariff for the electricity delivered by ENFO 25 since July 2019, and currently owe approximately EUR 1 060 thousand in unpaid electricity bills to ENFO 25. The Administrative Court also ordered GSE to cover the legal costs of EAM Solar AS.

Management has evaluated the situation of ENFO 25 and its net receivable position against GSE at year end 2022, concluding that it is more likely than not, that the net receivable against GSE will not be collected. Based on this conclusion the trade receivable against GSE and the corresponding provision of payable was written down and the net amount recognised as an operating cost, write down of trade receivables amounting to EUR 569 thousand at year-end 2022. Revenues recognition and reporting of revenues for 2022 remained unchanged, however from 1 January 2023 the Company has not recognised Feed-In-Tariff revenues for ENFO 25.

Going concern

The second quarter 2024 report are prepared under the assumption of going concern.

However, although the Group's asset base and operating revenues covers ordinary operations, administration and service of operating assets debt obligations, the Group's liquidity is strained due to the significant legal costs relating to the litigation activities.

In the final award of 29 February 2024 in the Milan arbitration, EAM Solar ASA was awarded an estimated net compensation payable by Aveleos SA of EUR 2 729 796 after interest is applied as of 22 May 2024. However, the Company does not foresee to receive such amounts without further legal procedures in conjunction with international collection procedures.

The final award in the arbitration does, however, open for the possibility of releasing pledges relating to Aveleos on the SPV ENS1, thus enabling EAM Solar ASA to sell the four remaining power plants in Italy. Such sale will release a significant amount of liquidity for the Company. However, such sale may take between 9 and 18 months to conclude.

These circumstances imply that there will be a need for additional capital infusion. If this is not attainable, there will be a material uncertainty regarding the group's ability to continue as a going concern.

These circumstances imply that there will be a need for additional capital infusion. If this is not attainable, there will be a material uncertainty regarding the group's ability to continue as a going concern.

The war in Ukraine

The war in Ukraine and the sanctions against Russia has had no direct impact on the Company's operations.

Note 03 CURRENCY EXPOSURE

Most of EAM 's economic activities (revenues and costs) are in EUR. Some of the cost base is in NOK. The functional currency for the parent company is NOK.

Note 04 TRANSACTIONS WITH RELATED PARTIES

Related parties

Energeia AS is the manager of EAM. Energeia AS in Norway and Italy employs most of the personnel conducting the administrative services for EAM, whereas the technical services are done by subcontractors. Energeia AS owns 4.5 per cent of the shares in EAM.

Transactions with related parties

All the transactions have been carried out as part of the ordinary operations and at arms-length prices.

Energeia AS invoice all billable hours at a predetermined rate for each consultant working on the assignment. Out-of-pocket expenses is billed separately at cost. The hourly rate per consultant will be adjusted yearly in conjunction with the budget process and approval in EAM Solar ASA.

Energeia AS' direct costs for the management of EAM was EUR 173 thousand in the second quarter of 2024, of which EUR 136 thousand was related to SG&A, and EUR 37 thousand was related to legal and litigation work in conjunction with the P31 Acquisition fraud.

Note 05 SEGMENT INFORMATION

The Group owns and operates four solar PV power plants in Italy at the end of the reporting period. They are reported as one business segment. The business is investing in and operating power plants that have similar economic characteristics.

During the period ended 30 June 2024 approximately EUR 131 thousand of the Group's external revenue was derived from sales to the Italian state, represented by GSE for the Feed in Tariff contracts.

Approximately EUR 78 thousand of the Group's external revenue was derived from sales to an international commodities trading house for the market price contracts.

Note 06 FINANCIAL INCOME AND EXPENSES

EUR H1 2024 H1 2023
Financial income
Interest income 758 4
818
Foreign exchange gain 487
811
1
347
465
Total financial income 488
569
1
352
283
Financial expenses
Interest expense (130
953)
(128
497)
Foreign exchange losses (316
659)
30
035
Other financial expenses (3
188)
(1
642)
Total financial expenses (450
800)
(100
104)
Net financial income (expenses) 37
769
1
252
179

The average exchange rate used for the reporting period is EUR/NOK 11.4869, whereas the exchange rate used on 30 June 2024 is EUR/ NOK 11.3965

Note 07 CASH AND CASH EQUIVALENTS

EUR 6M 2024 2023
Cash Norway 40
517
73
255
Cash Italy 153
540
318
465
Cash and cash equivalents 194
057
391
720
Restricted cash Norway - 16
378
Restricted cash Italy 103
820
228
804
Seized cash Italy 61
616
61
616

The Company had no unused credit facilities at the end of the quarter.

The restricted cash in Italy of EUR 104 thousand is the debt service reserve account of ENS Solar One Srl. The EUR 62 thousand of the seized cash is taken from companies not included in the criminal proceedings.

Note 08 ACCOUNTS RECEIVABLES

TRADE AND OTHER RECEIVABLES

EUR 6M 2024 2023
Deferred revenue towards GSE 162
006
131
940
Other receivables 1
633
552
1
601
261
Accounts receivables 1
795
558
1
733
201

Management evaluated the situation of ENFO 25 and its net receivable position against GSE at year end 2022, concluding that it is more likely than not, that the net receivable against GSE will not be collected. Based on this conclusion the trade receivable against GSE and the corresponding provision of payable was written down and the net amount recognised as an operating cost, write down of trade receivables amounting to EUR 569 thousand at year-end 2022. Revenues recognition and reporting of revenues for 2022 remained unchanged, however from 1 January 2023 the Company has not recognised Feed-In-Tariff revenues for ENFO 25. Please see note 2 for further information.

Note 09 PROPERTY, PLANT AND EQUIPMENT

2024
EUR Solar power plants Solar power plants
under lease
Leashold
improvements
Total
Carrying value 1 January 2024 1
244
269
3
929
529
256
072
5
429
871
Additions - - - -
Depreciation (57
154)
(206
166)
(18
232)
(281
552)
Carrying value 30 June 2024 1
187
115
3
723
364
237
840
5
148
319

2023

Solar power plants Leashold
EUR Solar power plants under lease improvements Total
Carrying value 1 January 2023 1
356
652
4
342
529
288
800
5
987
981
Additions 1
750
- 3
550
5
300
Depreciation (114
133)
(412
999)
(36
277)
(563
409)
Carrying value 31 December 2023 1
244
269
3
929
529
256
072
5
429
871

Economic life of 20–25 years and straight-line depreciation.

The implementation of IFRS 16 relates to land rent and surface rights for ENS 1.

Note 10 SHORT- AND LONG-TERM DEBT

EUR 6M 2024 2023
Deferred tax liabilities 961
031
974
368
Other non current liabilities 342
516
343
887
Obligations under finance leases 2
638
427
2
886
601
Total non-current liabilities 3
941
974
4
204
856
Trade payables 1
526
406
1
144
635
Payables to GSE 615
767
610
405
Other payables 93
260
80
674
Social security 1 1
Taxes other than income taxes 6
677
6
677
Accrued liabilities 294
140
192
736
Trade and other payables 2
536
251
2
035
127
Current leasing 477
842
453
731
Tax payable 14
151
-
Related to ordinary operations 3
028
244
2
490
100
Total current liabilities 3
028
244
2
490
100
Total liabilities 6
970
217
6
694
956

Payables to GSE

On 29 March 2022, Law no. 25 (Sostegni ter Decree) entered into force. The Decree was initially intended to apply from February 2022 to the end of the year, but it was later extended to 30 June 2023. Following the Decree, the achieved market price of electricity was limited to EUR 56 per MWh for the Company's power plants in the South of Italy for this period. Relevant provisions are made but not yet paid as the Company is awaiting final decision in the Italian judicial system on the lawfulness of the Decree.

Equity contribution agreement and patronage letter

In conjunction with the "P31 acquisition", EAM Solar Italy Holding Srl entered into a so-called patronage letter and an equity contribution agreement with UBI Leasing and UniCredit respectively. These agreements may under certain circumstances require EAM Solar Italy Holding Srl to inject additional equity into the debt financed SPVs to cover any shortfall or breach of the debt repayment obligations of the SPVs.

The FIT contracts of the SPVs have been terminated by GSE due to a fraud against the State of Italy.

In November 2018 EAM Solar ASA was served with a notice that UBI Leasing had requested the Court of Brescia for an injunction of EUR 6 million on EAM assets. The court of Brescia granted a preliminary non-enforceable injunction. EAM challenged the injunction. Court hearings in this matter has been ongoing since 2019 until this day.

EAM has requested UBI to provide both witnesses and documentation of the bank's handling of the leasing financing activities of the Solar PV power plants in 2010 and 2011 in the proceedings. On 10 November 2022 the Judge decided that UBI must submit certain documents on EAM's request. A hearing was conducted on 30 March 2023 where UBI submitted more documents.

The final hearing in this matter was heard on 4 March 2024. The Judgement is expected in September 2024.

No provisions are made in the accounts on this matter.

Receivable and payable against Aveleos S.A., its directors and its two shareholders Enovos Luxembourg S.A. and Avelar Energy ltd.

The 2019 ruling by the Criminal Court of Milan was appealed by several parties, and the appeal procedure in the Criminal Court of Appeal of Milan commenced with one hearing in October 2020 and two hearings in December 2020, and on 20 January 2021, the Criminal Appeal Court of Milan decided to revoke the first instance judgement of the Criminal Court of Milan.

EAM Solar ASA decided to join with the Prosecutor's Office in Milan in appealing the Criminal Appeal Court of Milan decision to the Italian Supreme Court of Cassation in 2021.

On 7 October 2021 the Supreme Court of Italy decided to annul the acquittal decision of by the Criminal Appeal Court of Milan in its entirety.

In November 2021 the Supreme Court issued its full grounds for the annulment decision of the acquittal ruling. The Supreme Court found that the Criminal Appeal Court of Milan did not fulfil its obligation to conduct a correct and comprehensive review of the factual evidence in the criminal case, resulting in an erroneous evaluation of the evidence with the effect that the acquittal decision was based on obvious inconsistent and illogical arguments.

The Supreme Court sent the criminal proceedings back to a different chamber of the Criminal Appeal Court of Milan for new proceedings to be conducted, with the requirement that the new court proceedings must be based on a complete review of the evidence, making correct application of the principles of law and the rules of logic as formulated in the Supreme Court decision.

On the fraud of EAM, the Supreme Court concluded that the evidenced withholding of essential information during the contractual negotiations constitutes a contractual fraud.

In July 2023, Section V of the Court of Appeal in Milan notified the parties that the appeal proceedings would continue and the first hearing took place on 30 November 2023. A final hearing was conducted 16 May 2024. The Court of Appeal render its judgement in the case on 4 July 2024. The Criminal Appeal Court of Milan acquitted the indicted directors of Aveleos for fraud against EAM contrary to the first instance decision and the conclusion by the Italian supreme Court.

Note 11 LIST OF SUBSIDIARIES

The following subsidiaries are included in the interim consolidated financial statements.

Shareholder
Company Country Main operation Ownership Vote EBITDA EBIT Equity loans
EAM Solar Italy Holding Srl Italy Holding company 100% 100% (156
364)
(156
364)
(2
306
932)
13
215
556
Ens Solar One Srl Italy Solar power plant 100% 100% 265
401
40
320
(77
942)
3
054
697
Energia Fotovoltaica 25 Srl Italy Solar power plant 100% 100% (29
213)
(86
367)
(540
363)
1
845
316

Note 12 OPERATIONAL COSTS BREAK-DOWN Q2 2024

EUR EAM Solar Group ENS1 & ENFO25 Other &
Eliminations
Revenues 513
967
513
967
-
Cost of operations (117 (105 (12
869) 047) 822)
Land rent - - -
Insurance (39 (19 (19
186) 891) 295)
Operation & Maintenance (31
465)
(31
465)
-
Other operations costs (47 (53 6
218) 691) 473
Sales, General & Administration (540 (170 (369
324) 610) 714)
Accounting, audit & legal fees (127 (15 (111
382) 463) 919)
IMU tax (6
449)
(6
449)
-
Energeia adm costs (311 (75 (235
755) 975) 780)
Other administrative costs (94 (72 (22
738) 723) 015)
Legal costs (94 (2 (92
907) 121) 786)
Legal costs (94 (1 (93
907) 702) 205)
Energeia legal costs - - -
Other non-recurring items - (419) 419
EBITDA (239 236 (475
133) 188 322)

Note 13 SUBSEQUENT EVENTS

Risk associated with external factors

The Group is to a little extent affected by increased interest rates impact through the external leasing debt.

The war in Ukraine and the sanctions against Russia has had no direct impact on the Company's operations.

New board directors

In the extraordinary general meeting on 10 May 2024, Pål Hvammen and Elisabeth Dragseth was elected new members of the Board of Directors.

In the ordinary general meeting to the 27 June 2024, Erik Alexander was elected member of the Board, replacing Elisabeth Dragseth.

Ending of management agreement

On 21 May Energeia AS issued a notice of termination of the management agreement of EAM Solar ASA. The termination period is 12 months. During this period Energeia AS will conduct the management tasks as defined by the prevailing management agreement and assist the Board of EAM Solar ASA in the establishment of a self-sufficient organisation.

RESPONSIBILITY STATEMENT

From the Board of Directors and the CEO

Today, the Board of Directors reviewed and approved the unaudited condensed interim consolidated financial statements and interim financial report as of 30 June 2024 and the first six months of 2024. The interim consolidated financial statement has been prepared and presented in accordance with IAS 34 Interim Financial Reporting as endorsed by the EU, and the additional requirements found in the Norwegian Securities Trading Act.

To the best of our knowledge:

The interim consolidated financial statement for the first six months of 2024 has been prepared in accordance with applicable accounting standards. The information disclosed in the accounts provides a true and fair view of the Group's assets, liabilities, financial position, and profit as of 30 June 2024. The interim management report for the first six months of 2024 also includes a fair overview of key events during the reporting period and their effects on the financial statement for the first half-year of 2024. It also provides a true and fair description of the most important risks and uncertainties facing the business in the upcoming reporting period.

Oslo, 28 August 2024

Pål Hvammen Non-executive director

Erik Alexander Non-executive director

Viktor Erik Jakobsen Chair

Christian Hagemann CEO

EAM Solar ASA

Cort Adelers gate 33 NO-0254 Oslo NORWAY

Phone: +47 916 110 09 E-mail: [email protected] Web: www.eam.no Layout/design: Teigens design

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