Magnora ASA

AGM Information • Apr 23, 2024

Magnora ASA: AGM approves demerger of legacy business

Magnora ASA: AGM approves demerger of legacy business

23.4.2024 10:19:19 CEST | Magnora ASA | Additional regulated information

required to be disclosed under the laws of a member state

Today, the annual general meeting of shareholders in Magnora resolved to

continue the process of demerging Magnora's legacy business. When the process is

complete Magnora's shareholders will own 70 percent of Hermana Holding ASA

("Hermana")

As required by law, a demerger is subject to six weeks' creditors notice.

Once the demerger is completed, Magnora shareholders will receive one share in

Hermana for each share in Magnora. Magnora will contribute the remaining 30

percent of the shares in a subsidiary as a contribution in-kind in Hermana. The

outcome leaves Magnora's shareholders with 70 percent and Magnora with 30

percent of Hermana's 93,931,178 shares.

Furthermore, the share capital in Magnora will be reduced by NOK 6,676,928.63

through a reduction of the nominal value of NOK 0.101547426706407 per share as a

part of the demerger.

If according to plans, the shares in Hermana will be distributed to the

shareholders in Magnora upon completion of the demerger primo June, and the

listing of Hermana is expected to take place medio June.

The board of Hermana initiated the listing process on 22 April by submitting the

application for listing on the main board of Oslo Stock Exchange. Such listing

requires approval from the Oslo Stock Exchange and approval of a listing

prospectus by the Financial Supervisory Authority of Norway.

Due to some external interest created by the listing process, Pareto has also

been mandated to explore possible strategic alternatives for Hermana in parallel

with the ongoing listing process. Such alternatives could include a partial

sale, or sale of the whole company, or a merger. The process is also expected to

generate after the listing. No assurances can be given as to the outcome or

timing of such process.

A third-party valuation obtained in March in connection with the demerger values

the 70 percent of the shares in the respective subsidiary that is transferred to

Hermana at 20.31 percent of the value of Magnora (the "Conversion Ratio") at the

same date. The assets assigned to Hermana in this third-party valuation

correspond to slightly above NOK 6 per share.

The Conversion Ratio has implications for the input value (Nw:inngangsverdi) of

shares both in Magnora and Hermana. For example, consider the case of a

shareholder who once bought a single share in Magnora for 10 NOK and receives a

single share in Hermana. Following the completion of the demerger, the input

value of the share in Magnora will be reduced to 7.969, and the input value of

the share in Hermana will be NOK 2.031. The Conversion Ratio will also determine

the relative split of paid-in capital between Magnora and Hermana, and the

relative split of deferred tax assets assigned in the second demerger.

Attached to this announcement are the minutes of the Annual General Meeting in

Norwegian and translation into English.

All proposals on the agenda were approved.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Erik Sneve, CEO, email: es at magnoraasa.com

* Torstein Sanness, Executive chairman, email: sanness at sf-nett.no

ABOUT MAGNORA ASA

Magnora ASA (OSE: MGN) has a legacy royalty business that is re-invested in

renewable energy development projects and companies. Magnora's portfolio of

renewable companies consists of Helios Nordic Energy AB, Kustvind AB, Magnora

Offshore Wind AS, Magnora Solar PV UK, Hafslund Magnora Sol AS, Magnora South

Africa, and AGV. The company is listed on the main list on Oslo Stock Exchange

under the ticker MGN.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847805/3050/4357/Download%20announcement

%20as%20PDF.pdf

Minutes Annual General Meeting Magnora ASA 23 April 2024.pdf -

https://kommunikasjon.ntb.no/ir-files/17847805/3050/4356/Minutes%20Annual%20Gene

ral%20Meeting%20Magnora%20ASA%2023%20April%202024.pdf