Magnora ASA

Investor Presentation • Feb 29, 2024

Q4 and annual report

CEO Erik Sneve, 29 February 2024

A pure play, "asset-light" renewables developer with greenfield origination

(1) GW x Magnora ownership = Net share; (2) As of February 2024 2

FY 2023 and subsequent events An eventful year of growth and harvesting

JUNE Received ~NOK 24 million in dividends paid by Helios (second dividend from Helios) JULY First sale in South Africa: 153 MW battery storage to Globeleq JULY Helios divested 7 projects totaling 252 MW to Hafslund AUGUST Returned NOK 0.187 per share to shareholders³ AUGUST Evaluated corporate structure and engaged Pareto Securities 2023 → FEBRUARY Received USD 7.5 million license fees from Shell JUNE Reached portfolio goal two years ahead of time JUNE Resumed return of capital to shareholders through dividends and share buy-back² MAY Sold shares in Evolar to First Solar for NOK 314 million and additional milestone payments up to NOK 256 million¹ FEBRUARY/MARCH 126 MW handed over from Helios 2024 → OCTOBER Second sale in South Africa: solar PV project sold to Globeleq (later expanded to 125MW) FEBRUARY Additional handover from Helios to Nordic Solar JANUARY Decided to demerge legacy business aiming for OSE listing in 1H24 NOVEMBER Agreement with NEO and Dana Petroleum to redeploy the Western Isles FPSO to the Greater Buchan Area NOVEMBER Returned NOK 0.187 per share to shareholders³

2023 in numbers Solid origination, sales and finances

Figures as of 31 December 2023

Sustained portfolio growth of ~100% annually: Magnora's portfolio typically grows ~20% per quarter

1,138 1,540 1,580 1,620 2,900 2,986 3,307 3,676 5,040 5,600 6,749 7,765 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Development portfolio last 11 quarters MW net to Magnora Q4' 23 Diversified to ~210 projects Trendline 20% quarterly growth

A portfolio diversified across technologies and regions

All figures in MW net to Magnora1 as of 31 December 2023	Solar PV	Offshore floating wind	Offshore bottom-fixed	Onshore wind	Storage	Under development
Sweden	2,716		250		689	3,655
Finland2	303					303
Scotland		396				396
England	128				160	288
Norway	391					391
South Africa	1,875			605	253	2,733
Development portfolio	5,413	396	250	605	1,102	7,766

(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.

Both our clean energy projects and our business are built in a sustainable way

2024 Outlook: Scaling and harvesting • Separating legacy from renewable Large potential "dividend" in Q2 '24, utility index, shareholder push, strong	2018-2020	New strategy established • Returned 517 MNOK to shareholders • Four employees and 50 MNOK cash • Focus on renewables with support from top shareholders
organic cashflow from both fossil and renewables, mutual funds, split of deferred assets, M&A and more. "Magnora 2.0" • Revenue recognition More businesses shifting from origination to sales, or from sales to delivery. Magnora more than Helios and Evolar in 2024.	2020-2021	Building business Diversification to various segments • • Investments in Helios, South Africa • ScotWind application • Kustvind, Evolar
• Organic growth Strong organic growth and cashflow across geographies and products/technologies. New business development. • Milestones payments Multiple milestone payments from previous sales as well as legacy business.	2022	Operational and financial excellence • First dividend from portfolio company Hafslund becoming largest shareholder • • New mutual funds top 20 shareholders
• Farm-downs and alliances Remain a very real prospects short to mid term. • Capital allocation Dividend 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

Business model

We are developing renewable projects to the Ready-to-Build phase

Criteria: Small initial investment (2-20 MNOK) 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

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

The global energy market is only starting to shift

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
Solgrid	Owned by some of the largest utilities in Norway, Helios customer
First Solar Inc.	America's leading manufacturer of Solar PV, and the most valuable solar PV company anywhere, acquired Evolar AB from Magnora

Business update

Revenues from a diversified business, with long-term growth prospects,* give a bright outlook across all our segments

Onshore	Offshore	Legacy – Royalty
Self-sustained, accelerating, profitable growth • Rapid growth in origination – above 20% quarterly Increase emphasis on diversification • • Increased emphasis on harvesting • A large portion of the landbank is marketable – timing the sales is key	Cyclical – starting high, going low, and rising again • Kustvind: Arguably the most cost-efficient offshore wind project in Sweden Talisk: The best wind resource in Europe • with potential for early grid connection • Very supportive regulatory environment in the UK** • Revenue potential from farm-downs	Long-term, low-risk revenue – a foundation for new business • Established as a separate legal entity heading for the Oslo Stock Exchange A secure revenue stream coupled with • deferred tax assets and an ability to return cash to shareholders • Near and mid-term revenue at USD 8.6 million from Shell Penguins • Legacy extension securing long term revenues of 50 cent per barrel in years to come

South Africa has huge potential and a growing urgency to sort out the electricity crisis

Renewables are entering the scene…

• Coal fired power plant account for ca 50.000 MW installed effect. But…
• Some 60 million customers in a potential midincome market – with rolling black-outs
• A power-consuming and export-oriented industry that needs secure, green power supply
• A well-established system of gov auctions (REIPPP)
• Ambition is to secure another 20-30 GW in a decade from private suppliers
• Abundant land, best-in-class sun resources and stable wind resources

…while coal power is collapsing

Figure: Avg. annual energy availability factor for Eskom fleet, 2013-2022

• A run-down power system where coal contributes to 80-85% of the current electricity supply
• Rolling shut-downs drives strong interest from corporate and industrial customers bypassing the government auction system

Sources: Eskom, Integrated Resource Plan, https://www.bloomberg.com/netzeropathfinders/best-practices/integrated-resource-plan-south-africa/, 2023 Large-Scale Renewable Energy: market intelligence report, GreenCape 2023

Magnora South Africa today resembles Sweden 18 months ago, with the perfect foundation for rapid growth

Right market

A huge electricity demand & excellent wind/sun resources

• A huge shortfall in energy generation
• Power intensive export industries
• High electricity prices
• Large tracts of available land with windy hills and 2,500 sun hours/year

DI		1
	11.17

Right team

A dozen incentivized, battlehardened people

• Extensive industry experience
• Mature 2.7 GW portfolio with wind, solar PV and BESS
• Culture: No bragging, no nonsense, just getting projects to market!

Right business model

Emerging market for Ready-to-Build renewables projects

• Various investors and IPPs are flocking to the South African energy market
• Improving deal flow
• Customers knows who brags and who delivers

Right timing

Not an easy market, but with an urgency to improve

• No spot market, but aiming for deregulation
• Grid being separated from production
• The auction system works private funding required for renewables
• 60 TWh of renewables replacing coal

Renewables by far the cheapest way to meet electricity demand

Growing portfolio with maybe 1GW ready to market in 2024

Three projects sold – a total of 278 MW to a satisfied customer Every year has been better than the previous

Organization

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
• Board member IPC, Panoro Energy, Carbon Transition, 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 a software company built business in Norway, the UK, Romania and Sri Lanka
• 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
• B.Sc. in Finance from Arizona State University with Summa Cum Laude (Dean's list)

Bjørn Drangsholt

Advisor

Emilie Brackman VP Wind & Solar

Senior Advisor, Ass. Professor

Peter Nygren Expert Advisor

* A joint venture of Statkraft, Hafslund and Eidsiva Energi

Board and management exposure Skin in the game

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 %

Board and management exposure Ownership structure as of 27 February 2024

Shareholder	Shares	% of total
HAFSLUND VEKST AS	4 474 272	6,70
KING KONG INVEST AS	2 670 995	4,00
GINNY INVEST AS	2 469 144	3,70
ALDEN AS	2 217 825	3,32
F1 FUNDS AS	1 806 870	2,70
F2 FUNDS AS	1 688 249	2,53
PHILIP HOLDING AS	1 648 377	2,47
CARE HOLDING AS	1 500 000	2,24
JPMORGAN CHASE BANK	1 434 742	2,15
DNB BANK ASA	1 415 085	2,12
MP PENSJON PK	1 242 732	1,86
NORDNET LIVSFORSIKRING AS	1 215 971	1,82
ALTEA AS	1 154 944	1,73
MAGNORA ASA	1 070 854	1,60
AARSKOG PHILIP GEORGE	1 000 000	1,50
MORGAN STANLEY & CO.	795 260	1,19
BALLISTA AS	760 372	1,14
BAKLIEN ÅSMUND	756 100	1,13
DANSKE BANK	695 758	1,04
CLEARSTREAM BANKING S.A.	695 157	1,04
Total number owned by top 20	30 712 707	45,96
Total number of shares	66 822 679	100,00

Financials

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
63.5%	Evolar

50% Magnora in the UK 46% Kustvind AB 48%³ Hafslund Magnora Sol 40% Helios 33% Neptun

CONSOLIDATION METHOD

EQUITY METHOD

Condensed profit and loss Q4 2023, NOK million

• EBITDA of negative NOK 13.9m vs. negative NOK 15.3m in Q3 '23
  • Mainly due to divestment of SPV in South Africa and higher costs
  • Slightly higher development and M&A expense compared with prior quarter due to higher activity level in South Africa and ScotWind
• Operating loss of NOK 17m vs. loss of NOK 23.5m in Q3 '23
  • Loss from associated companies was NOK 3m vs NOK 8.1m in Q3
• Tax not payable due to accumulated tax losses of over NOK 3.5 billion from legacy business
• Paid in capital of NOK 8.4 billion

	Q4 '23	Q3 '23	Q4 '22
Operating revenue	1.9	3.9	79.9
Other income	9.4	10.2	0.0
Operating expense (ex. non-cash)	-5.1	-9.3	-7.2
EBITDA	-13.9	-15.3	65.5
Option expense (opex non-cash)	-3.5	-1.4	-2.9
Development and M&A expense	-20.2	-18.8	-4.3
Profit/loss from associated companies	-3.0	-8.1	-4.5
Operating profit/loss	-17.0	-23.5	61.0
Net financial items	1.1	4.5	1.6
Profit/loss before tax	-15.9	-19.0	62.6

Cash flow Q4 2023, NOK million

Cashflow from:

• Operating activities: NOK 2.8m
  • Impacted by project sales in South Africa and development costs in Magnora UK, Magnora Offshore Wind, and Magnora South Africa
• Investment activities: NOK 2.3m
  • SPV divestment
  • Purchase of assets and associated companies
• Financing activities of negative: NOK 11.5m
  • Mainly capital distribution to shareholders
• Ending cash balance: NOK 347.6m
  • The Group's cash and available credit facilities was NOK 497.6 million as of 31 December 2023

Outlook

(*) 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.

Updated guiding

7.7

2021 2022 2023 2024 2025

• We strive to be conservative in portfolio estimates, counting assets with signed land agreements and a reasonable prospect for grid connection

1.6

3.7

• 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 GW can be put to market in SA, but the timing is contingent on finding an available window of opportunity (typically announcement of a PEIPPP auction or grid availability)

2022 2023 2024

⁴²⁰ 500-625

226

Portfolio size (GW) Illustrative

11.0

Net sales to Magnora (MW)

• 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**

Price

27

2024 outlook Scaling and harvesting

Outlook

2023 was about going to market, 2024 will be cash and profits

2023		2024		Mid-term
Development portfolio of 7,7 GW Sold 420 MW	>	• Continue growing the portfolio • Farm-down 500-625 MW typically at NOK 0.5m to 1.5m or more per MW*	>	2025 development portfolio target of 11 GW
Sold net cash position– funds from Evolar and Helios – began returning capital to shareholders	>	• Listing our legacy business and its deferred assets implies a large dividend, a place on the utility index, attractive position for new investor groups, and M&A options for "Magnora 2.0" • Strong organic cashflow, accelerating sales from onshore and renewable businesses, milestone payments and dividends
Maturing investment portfolio	>	partnering. A broad focus aiming for deliveries and sales, but also a growing land bank		More businesses reaching the market, more farm down opportunities and opportunities for
Board initiated an evaluation of corporate structure and engaged Pareto Securities to assist in the process of enhancing shareholder value based on interest for the group and group companies

Appendices

Gross numbers per December 2023

Broad portfolio of attractive companies and projects

Ownership	40%	100%	100%	80%	46% 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	9,210 MW	2,733 MW		495 MW	500 MW	320 MWh	255 MW	815 MW
Location	Sweden, Finland, Baltics	South Africa		Scotland	Sweden	UK	UK	Norway

Reported financials Condensed consolidated income statement

NOK million	Note	2023	2022
Operating revenue	24	24.6	91.1
Other income	31	249.2	0.6
Total income		273.8	91.7
Depreciation and amortization	6, 25, 29	-1.9	-1.6
Employee benefit expense	18	-44.4	-32.1
Profit/loss from associated companies	7	10.5	-3.9
Other operating expense	26	-6 .4	-47.4
Total operating expense		-97.2	-85.0
Operating profit/(loss)		176.6	6.7
Financial income	19	15.3	8.1
Financial expense	19	-13.5	-10.2
Foreign exchange gain/(loss)		0.4	7.4
Net financial profit/(loss)		2.2	5.3
Profit/(loss) before tax		178.8	12.0
Tax income/(expense)	15	0.1	-8.1
Annual net profit/(loss)		178.9	3.9

Reported financials

Condensed statement of financial position

NOK million	Note	31.12.2023	31.12.2022
ASSETS
Non-current assets
Goodwill	29	8.4	34.1
Deferred tax assets	15	15.1	15.1
Fixed assets	6	0.3	15.3
Intangible assets	29	135.2	170.9
Right-of-use assets	25	1.1	9.0
Investment in associated companies	7	41.3	26.4
Loan to associates	7	19.5	6.3
Other non-current assets		3.4	0.0
Total non-current assets		224.3	277.1
Current assets
Trade and other receivables	10	7.3	91.5
Other current financial assets	28,8	25.4	23.7
Cash and cash equivalents	8,9,11	347.6	171.9
Total current assets		380.3	287.1
Total assets		604.6	564.2

Capital and reserves attributable to equity holders of the Company
Share capital	12	32.7	32.7
Treasury shares		-0.5	-0.0
Other reserves		8.6	-1.3
Other equity		497.5	354.1
Total shareholder equity		538.3	385.5
Non-controlling interest		14.0	46.3
Total Equity		552.3	431.8

Non-current liabilities
Deferred income tax liabilities	15	0.4	ব প
Other non-current liabilities	25	0.9	5.2
Total non-current liabilities		1.3	10.1
Current liabilities
Trade payables		6.3	6.2
Overdraft facility	රි	0.0	76.3
Provisions	17	4.0	0.6
Other current liabilities	14, 25	40.7	39.1
Total current liabilities		51.0	122.3
Total liabilities		52.3	132.4
Total equity and liabilities		604.6	564.2

For further details see annual report for 2023 (magnoraasa.com)

Reported financials Condensed statement of cash flow

NOK million		2023	2022
Cash flow from operating activities
Cash from operations	22	3.0	-67.7
Net cash generated from operating activities		3.0	-67.7
Cash flows from investment activities
Investments in associated companies	7	-39.7	-22.7
Investment in fixed assets	6	-5.5	-8.7
Dividend received	7	24.1	6.1
Divestment of subsidiaries	31	326.0	0.0
Investment in subsidiary net of cash acquired		0.0	-6.7
Scotwind lease option	29	0.0	-118.3
Received loan related to Scotwind lease option		0.0	23.7
Purchase/sale of marketable securities	27	0.0	1.3
Net cash from investment activities		304.9	-125.3
Cash flow from financing activities
Overdraft facility drawn	00	-76.3	76.3
Purchase of own shares	12	-32.2	0.0
Lease payment	25	-2.2	-2.7
Project Loan		3.1	0.0
Capital increase	12	0.0	194.4
Dividend paid out	21	-24.6	0.0
Net cash from financing activities		-132.2	268.0
Net cash flow from the period		175.7	75.0
Cash balance at beginning of period		171.9	96.9
Cash balance at end of period*		347.6	171.9

For further details see annual report for 2023 (magnoraasa.com) 34

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