Magnora ASA

Investor Presentation • Feb 14, 2023

Q4 and FY 2022 presentation

13 February 2023

magnoraasa.com

2022 highlights

• Doubled project portfolio to 3.6GW, an increase of +2GW
• De-risked and diversified across renewable technologies and geographies
• Transitioned from loss-making to cash-generating business, farm-downs to drive continued growth and cash generation
• Approaching potential exits, farm-downs, dividend, capital gains for some of the investments
• Strong cash position supported by legacy contracts
• Positioned as a driver of green transition with tailwinds from a favorable regulatory environment, increased demand, and decreasing LCOE
• Working on new compelling initiatives

Pure play renewables developer

Highly experienced renewable energy investment and project team

Ambition to develop net share1 5,000 MW renewables capacity by 20252

Financing from near-term cash flow from legacy business and dividends from portfolio companies

Listed on main board Oslo Stock Exchange with approximately 8,300 shareholders

1) GW x Magnora ownership = Net share

2) Under revision

3) Upper right picture from Västerås project

Rapidly building a significant and profitable renewables portfolio –well financed for growth journey ahead

Significant growth strides made over the last years… … positioning Magnora for new opportunities

• Started with two legacy royalty agreements, proceeds used towards profitable renewables investments
• Solid cash position to fund value accretive investments in the coming years
• Strong market drivers and major opportunities materializing in the coming years
• Progressing towards a "green" economy long term profitable growth opportunities

Diversified across technologies and regions

(per 31st January 2023)

	Solar MW	Offshore floating wind MW	Offshore bottom-fixed MW	Onshore wind MW	Storage MWh	Under development
Sweden1	920		250			1,170
Scotland		396				396
England	30				50	80
Norway	30					30
South Africa	1,200			800		2,000
Development portfolio	2,180	396	250	800	50	3,676

1) Includes Helios' portfolio in the Baltics.

2) Total capacity in MW x Magnora ownership share = Net share.

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

Collective drive towards green shift gives lower risk in earlystage development

Value premium for early-stage project development with low operational costs

Reducing risk in development phase through high competence and experience

Strategic partnerships

Large and growing return potential in developing projects to Ready-to-Build phase

Backed by extensive energy and renewables project track record

Torstein Sanness Executive Chairman

• Experience as CEO of Lundin Petroleum Norway and DNO
• Holds several board memberships in energy sector • Broad international experience

Erik Sneve CEO

• Experience from investment industry and renewables Statkraft, Hafslund, DnB and EY • Has worked as analyst, consultant, investment director and as COO in early-stage company

Haakon Alfstad CEO Magnora Offshore Wind

• Experience as SVP in Statkraft as
• leader of Onshore and Offshore wind
• Have held several Chairman and board positions in Norway and abroad

Peter Nygren Expert Advisor

• Experience from renewables and related industries inc. Vattenfall,
• SCA, and United Waters
• CEO and co-founder of Arise Windpower AB

Hilde Ådland Board Member

• VP Norwegian Sea Area at Vår Energi

• Experience from technical and operational roles in the energy sector

• Bård Olsen

• Experience as controller, external auditor, and internal auditor
• Aker group (MHWirth) and EY

Bjørn Drangsholt CEO Hafslund Magnora Sol AS

• Experience from various

• Significant project experience in development, construction and

Trond Gärtner SVP Business development

• Experience from various management positions in Statkraft
• Development, engineering and technical due diligence

John Hamilton Board Member

• CEO of Panoro Energy • Experience as MD and CFO in investment- and capital management firms, as well as in African ventures

• Senior Advisor
• PhD in economics, Associate Professor in Innovation and Entrepreneurship (BI)
• Director, Strategy and M&A, Monitor Deloitte
• Extensive experience with analysis and business development

Emilie Brackman VP Wind & Solar

operations phases

• Experience from consulting in DNV • Acted as technical adviser for several +100MW wind farms in Norway

Espen Erdal

VP Business development

• Experience from consulting in DNV and Dr Ing. A Aas Jacobsen
• Due diligence of wind farm development, design and analysis

Slide 9

Proven model with clear opportunities for future growth

Projects sold & guidance MW, net share of project capacity1

Price range solar PV and onshore wind NOK 0.5 million per MW4 and upwards subject to risk factors such as unit economics, grid, permitting etc.

License & royalty income from legacy assets Revenue, NOKm2

Two licensing agreements (Penguins & Western Isles3) after divesting O&G assets in 2018:

2025 ambition MW, net share of project capacity1

Rapidly approaching 2025 target, review to increase target

5 3,676 5,000 Development portfolio 2025 target

Cash flow from project sales and legacy assets used to fund new high-return investments

1. MW x Magnora Ownership = Net share

2. Conversion rate USD/NOK partially hedged at approximately 10.5

3. The FPSO was completed in 2017 and production started in Q4 2017. The FPSO has a production capacity of 44,000 barrels per day and a design life of 20 to 25 years. Remaining payments from Penguins contract, of

which one could be delayed into 2024, and USD 0.5 per barrel from western isles based on Rystad Energy production forecast and a NOKUSD of 10.

1. Mid range of observed deals in the market

2. Final payment subject to all approvals from energy directorates, county and municipality, roads, and grid connection. We often ell pre Ready-to-Build. Significant up-front payments. Revenues recognized when permits in place and grid connection agreement signed. Often supported with Contract Management (procurement, project management etc.) and Technical Management Agreements

Financials

CONDENSED PROFIT AND LOSS

Q4 2022, NOK million

	Q4'22	Q3'22	Q4'21
Operating revenue	79.9	3.5	2.9
Other operating revenue	0.0	0.3	0.0
Operating expense (ex. non-cash)	-10.1	-6.4	-10.2
Adjusted EBITDA1	72.6	-1.6	-6.3
Option expense (opex non-cash)	-2.9	-1.0	-1.0
Development and M&A expense	-4.3	-15.6	-7.2
EBITDA	65.5	-18.2	-14.4
Profit/loss from associated companies	-4.5	-2.3	-6.5
Operating profit/loss	61.0	-20.5	-20.9
Net financial items	1.6	2.1	-0.5
Profit/loss before tax	62.6	-18.4	-21.4

• Adj. EBITDA1 of NOK 72.6m vs. NOK -1.6m in Q3'22
• ‐ High revenues and EBITDA due to payments from legacy contracts
• EBITDA of NOK 65.5m vs. NOK -18.2m in Q3'22
• ‐ All companies with ownership >50% are consolidated 100% in P&L
• ‐ Lower development and M&A expenses compared with prior quarter
• Operating profit of NOK 61.0m vs. a loss of NOK 20.5m Q3'22
• ‐ Profit/loss from associated companies was negative NOK 4.5m vs NOK 2.3m prior quarter
• Profit before tax of 62.6 vs a loss in of NOK 18.4m in Q3'22
• Tax not payable due to accumulated tax losses of over NOK 3.5 billion from legacy business For further details see Q4 report 2022 (magnoraasa.com)

1) Excludes development and M&A related expenses, and non-cash items and adjustments, such as options related expenses.

CASH FLOW

Q4 2022, NOK million

196.4

	19.8	6.5	1.7	171.9
31.09.2022	Operating activities	Net investment	Net financing	31.12.2022

2) Magnora estimate.

• Operating activities negative NOK 19.8m
• ‐ Impacted by development costs in Evolar and Magnora Offshore Wind – due to consolidation
• Investment activities negative NOK 6.5m ‐ Purchase of assets and associated companies
• Financing activities of NOK 1.7 million
• ‐ Drawn from the loan facility of NOK 150 million, NOK 76.3 million has been drawn so far
• Ending cash balance of NOK 171.9 million
• ‐ The Group's cash and available credit facilities was NOK 245.6 million as of 31 December 2022
• Received Penguin cash payment equivalent to NOK 77 million2 after hedging in February 2023
• Last two payments totaling USD 8.6 million from Penguins contract expected in the short to mid-term3

2) USD 7.5 million.

¹⁾ USD/NOK conversion rate of NOK 10.3.

Outlook

Outlook - Very promising for 2023 and beyond

Development portfolio of 3676 MW Farmed down 231 MW

Solid cash position of NOK 172m at the end of year

Early-stage investment portfolio

Development portfolio growth Farm-down of ~200-325MW at NOK 0.5m per MW and upwards

2022 2023 Mid-term

2025 development portfolio target of 5,000 MW with potential upwards revision

Expect another USD 8.5m from Penguins contract in addition to USD 7.5m received in February 2023 Continued payments from Western Isles contract

Recurring new sales, farm-downs, exits in addition to legacy payments (Evolar, Helios, Magnora Offshore Wind, Magnora South Africa, Magnora UK)

Appendix

Broad portfolio of attractive companies and projects (per 13th of Ferbruary 2023)

Ownership:	40%	63.5%	100%	92%	80%	40% Option to 50%	50%	50%	48%	33%
							STORAGE UK	PV UK
Segment:	Solar	Solar Tech		Onshore Wind and Solar	Offshore Wind	Offshore Wind Shallow Water	Energy Storage	Solar	Solar	Green Hydrogen and Ammonia
Capacity:	2,300 MW	3 joint development agreements		1,851 MW	495 MW	500 MW	200 MWh	60 MW	30 MW	Large-scale production
Location:	Sweden, Latvia and Lithuania	Sweden		South Africa	Scotland	Sweden	UK	UK	Norway	Norway

Condensed consolidated income statement

NOK million	Note	Q4 2022	Q3 2022	YTD 2022	Q4 2021	YTD 2021	2021
Operations
Operating revenue	5	79,9	3,5	91,1	2,9	13,8	13,8
Other operating revenue		0,0	0,3	0,6	0,0	1,4	1,4
Operating expense		-10,1	-6,4	-31,8	-10,2	-30,8	-30,8
Development and M&A expense		-4,3	-15,6	-49,4	-7,2	-22,9	-22,9
EBITDA		65,5	-18,2	10,5	-14,4	-38,5	-38,5
Profit/loss from associated companies		-4,5	-2,3	-3,9	-6,5	-21,6	-21,6
Operating profit/(loss)		61,0	-20,5	6,7	-20,9	-60,1	-60,1
Financial income/(loss)	6	-1,2	-1,8	-2,1	-0,7	5,1	5,1
FX gain/(loss)		2,8	3,9	7,4	0,2	-0,1	-0,1
Net financial items		1,6	2,1	5,3	-0,5	5,0	5,0
Profit/(loss) before tax		62,6	-18,4	12,0	-21,4	-55,1	-55,1
Tax income/(expense)		-8,2	0,1	-8,1	-7,7	-7,7	-7,7
Net profit/(loss)		54,4	-18,4	3,9	-29,1	-62,8	-62,8

For further details and notes see Q4 report 2022 (magnoraasa.com)

Reported financials

Condensed statement of financial position

NOK million Note	31.12.22	30.09.22	31.12.21
Deferred tax assets 2	15,1	23,4	23,4
Intangible assets	170,9	162,2	0,0
Right-of-use assets	9,0	0,0	0,0
Fixed assets	15,3	11,6	0,0
Goodwill	34,1	29,7	2,0
Investment in associates 7	26,4	34,3	61,4
Total non-current assets	270,9	261,2	86,9
Trade and other receivables	97,7	18,2	6,8
Other current financial assets	23,7	28,7	0,0
Cash and cash equivalents	171,9	196,4	96,7
Total current assets	293,3	243,3	105,6
Total assets	564,2	504,6	192,7
Share capital	32,7	32,7	27,9
Treasury shares	0,0	0,0	0,0
Other equity	353,3	298,3	143,8
Total shareholders' equity	386,0	331,0	171,8
Non-controlling interest	45,8	46,4	0,0
Total equity	431,8	377,4	171,8
Deferred tax liability	4,9	8,7	0,0
Non-current liabilities	5,2	0,0	0,0
Total non-current liabilities	10,1	8,7	0,0
Overdraft facility*	76,3	74,6	0,0
Current liabilities	46,0	43,9	20,9
Total current liabilities	122,3	118,5	20,9
Total liabilities	132,4	127,1	20,9
Total equity and liabilities	564,2	504,6	192,7

For further details and notes see Q4 report 2022 (magnoraasa.com)

Reported financials

Condensed statement of cash flow

NOK million	Q4 2022	Q3 2022	YTD 2022	Q4 2021	2021
Cash flow from operating activities
Cash from operations	-19,8	-18,9	-51,8	-3,0	-23,7
Taxes paid/repaid	0	0,0	0	0,0	0,0
Net cash generated from operating activities	-19,8	-18,9	-51,8	-3,0	-23,7
Cash flow from investment activities
Net purchase of marketable securities	0,0	0,0	0,0	0,0	18,9
Investment in fixed assets	-4,0	-0,8	-8,7	0,0	0,0
Dividend received	0,0	6,1	6,1	0,0	0,0
Investment in subsidiary net of cash acquired	0,0	0,0	5,1	-0,3	0,0
Net purchase of associated companies	-2,5	-5,1	-33,2	7,9	-58,6
ScotWind lease option fee	0.0	0.0	-94,6	0.0	0,0
Net cash from investment activities	-6,5	0,2	-125,3	7,6	-39,6
Cash flow from financing activities
Capital distribution/increase	0,0	192,3	195,6	0,0	115,4
Overdraft facility drawn*	1,7	12,1	76,3	0,0	0,0
Net cash from financing activities	1,7	204,4	271,9	0,0	115,4
Net cash flow from the period	-24,6	185,7	94,8	4,6	52,1
Cash balance at beginning of period	196,4	10,7	96,9	92,3	44,8
Cash balance at end of period	171,9	196,4	191,7	96,9	96,9

For further details and notes see Q4 report 2022 (magnoraasa.com)

Shareholders

20 largest shareholders

20 largest shareholder accounts 3 February 2023	Number of shares	Percent ownership
(source: VPS)
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
BEKKESTUA EIENDOM AS	1,881,860	2.82
CARE HOLDING AS	1,750,000	2.62
ALDEN AS	1,729,829	2.59
PHILIP HOLDING AS	1,648,377	2.47
F2 FUNDS AS	1,585,000	2.37
F1 FUNDS AS	1,503,121	2.25
ANDENERGY AS	1,468,140	2.20
INTERACTIVE BROKERS LLC	1,371,482	2.05
MP PENSJON PK	1,327,138	1.99
CLEARSTREAM BANKING S.A.	1,319,078	1.97
NORDNET LIVSFORSIKRING AS	1,281,560	1.92
ALTEA AS	1,154,944	1.73
AARSKOG, PHILLIP GEORGE	1,000,000	1.50
DNB BANK ASA	878,137	1.31
DANSKE BANK AS	781,492	1.17
BALLISTA AS	760,372	1.14
BAKLIEN, ÅSMUND	756,100	1.13
Total, 20 largest shareholders	31,811,041	47.61
Other shareholder accounts	35,011,725	52.39
Total number of shares	66,822,766	100.00
Foreign ownership For further details and notes see Q4 report 2022 (magnoraasa.com)	9,926,510	14.86

Board and Management exposure

Person		Number of shares	Number of options
Erik Sneve	CEO	1,173,871	350,000
Torstein Sanness	Chairman	594,442	250,000
Haakon Alfstad	CEO Magnora Offshore Wind	61,177	250,000
Hilde Ådland	Board Member	39,011	10,000
Gisle Grønlie	EVP Legal & M&A	34,500	25,000
Bård Olsen	CFO	50,000	150,000
John Hamilton	Board Member	33,837	40,000
Espen Erdal	VP Business Development	17,174	75,000
Trond Gärtner	SVP Business Development	7,000	100,000
Emilie Brackman	VP Wind & Solar	2,600	25,000
Total		2,013,612	1,275,000
% of shares outstanding		3.01 %

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