Cloudberry Clean Energy ASA

Prospectus • Dec 14, 2022

PROSPECTUS

Cloudberry Clean Energy ASA

(A Public Limited Liability Company incorporated under the laws of Norway)

LISTING OF 4,639,148 SHARES ON OSLO STOCK EXCHANGE

This prospectus ("Prospectus") has been prepared by Cloudberry Clean Energy ASA ("Company" or "Cloudberry" and together with its consolidated subsidiaries the "Group") in connection with the admission to listing on Oslo Stock Exchange (the "Listing") of 4,639,148 new shares, each with a nominal value of NOK 0.25 (the "Private Placement Shares") issued in the private placement announced by the Company on 22 September 2022 (the "Private Placement"). The Company's shares (the "Shares") are listed on Oslo Børs, a stock exchange operated by Oslo Børs ASA ("Oslo Stock Exchange").

This Prospectus serves a listing prospectus only. The Prospectus does not constitute an offer, or invitation to purchase, subscribe or sell, any of the securities described herein, and no Shares or other securities are being offered or sold in any jurisdiction pursuant to this Prospectus.

Investing in the Company's Shares involves risks. Prospective investors should read the entire Prospectus and, in particular, consider Section 2 (Risk factors) when considering an investment in the Company.

The date of this Prospectus is 14 December 2022

IMPORTANT INFORMATION

This Prospectus has been prepared by the Company solely in connection with the Listing of the Private Placement Shares.

This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75, as amended (the "Norwegian Securities Trading Act") and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act (the "EU Prospectus Regulation"). This Prospectus has been prepared solely in the English language.

This Prospectus has been approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (the "NFSA"), as the competent authority under the EU Prospectus Regulation. The NFSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

For definitions of certain other terms used throughout this Prospectus, see Section 21 (Definitions and terms).

Carnegie AS, Pareto Securities AS and Jefferies GmbH acted as joint global coordinators and joint bookrunners in relation to the Private Placement (collectively referred to as the "Managers").

The information contained herein is current of the date hereof and is subject to change, completion and amendment without notice. In accordance with Article 23 of the EU Prospectus Regulation, significant new factors, material mistakes or material inaccuracies relating to the information included in this Prospectus, which may affect the assessment of the Shares and which arises or is noted between the time when the Prospectus is approved by the NFSA and the Listing of the Private Placement Shares on the Oslo Stock Exchange, will be mentioned in a supplement to this Prospectus without undue delay. Neither the publication nor distribution of this Prospectus shall under any circumstances imply that there has been no change in the Group's affairs or that the information herein is correct of any date subsequent to the date of this Prospectus.

No person is authorised to give information or to make any representation concerning the Group the Listing other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or by any of the affiliates, representatives, or advisors.

No Shares or any other securities are being offered or sold in any jurisdiction pursuant to this Prospectus. The distribution of this Prospectus in certain jurisdictions may be restricted by law. The Prospectus does not constitute an offer of, or an invitation to purchase, subscribe or sell any of the Shares in any jurisdiction, including in any jurisdiction in which such offer, subscription or sale would be unlawful. No one has taken any action that would permit a public offering of the Shares. Accordingly, neither this Prospectus nor any advertisement may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of the Prospectus are required to inform themselves about and to observe any applicable restrictions. In addition, the Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. No public offering of the securities will be made in the United States.

See Section 19 (Transfer Restrictions) for further information.

This Prospectus shall be governed by, and construed in accordance with, Norwegian law. The courts of Norway, with Oslo City Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Prospectus.

In making an investment decision, prospective investors must rely on their own examination, analysis of, and enquiry into, the Group and the Shares, including the merits and risks involved. Neither the Company nor any of its affiliates, representatives, or advisors, is making any representation regarding the legality of an investment in the Shares by such purchaser under the laws applicable to such purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares.

All Sections of the Prospectus should be read in context with the information included in Section 4 (General information).

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a public limited liability company incorporated under the laws of Norway. As a result, the rights of the shareholders in the Company (the "Shareholders") will be governed by Norwegian law and the Company's articles of association (the "Articles of Association" or the "Articles"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions.

The members of the Company's board of directors (the "Board Members" and the "Board of Directors", respectively) and the members of the management of the Company (the "Management") are not residents of the United States, and none of the Company's assets are located within the U.S. As a result, it may be impossible or difficult for investors in the U.S. to effect service of process on the Company, the Board Members and the Management in the U.S. or to enforce judgments obtained in U.S. courts against the Company or those persons, whether predicated upon civil liability provisions of federal securities laws or other laws of the U.S. (including any State or territory within the U.S.).

The U.S. and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitral awards) in civil and commercial matters. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the U.S., against the Company or its Board Members or the Management under the securities laws of those jurisdictions or entertain actions in Norway against the Company or its Board Members or the Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the U.S. or elsewhere may not be enforceable in Norway.

Similar restrictions may apply in other jurisdictions.

TABLE OF CONTENTS

SUMMARX 1
2	RISK FACTORS
	2.1	Market related risks
	2.2	Commercial and operational risks
	2.3	Specific risks related to the Group's projects
	2.4	Financial risks
	2.5	Risk related to the Shares
		RESPONSIBILITY FOR THE PROSPECTUS
		4
		4.1 The approval of this Prospectus by the Norwegian Financial Supervisory Authority રેર
		4.2
	4.3	Presentation of financial and other information
	4.4	Cautionary note regarding forward-looking statements
ഗ്രാമത്തിന്റെ ഗ്രാമത്തിന്റെ സമ്മാനിത്രിക്കുന്നു. അവലംബം അവലംബം സംഭവിശേഷം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസം വിശ്വാസ		DIVIDENDS AND DIVIDEND POLICY
	5.1	Dividend policy
		5.2
	5.3	Manner of dividend payment
6		MARKET OVERVIEW
	6.1	Introduction
	6.2	The shift toward renewable energy
	6.3	Supply and demand for Nordic electricity
	6.4	Competitive landscape
	6.5	Nordic power prices
	6.6	Other sources of revenue from power production
	6.7	Regulatory framework
		THE BUSINESS OF THE GROUP
	7.1	Introduction
	7.2	Overview of the Group's operations and activities
	7.3	Recent M&A Activities
	7.4	Cloudberry Production AS, operation and activities
	7.5	Cloudberry Develop AS, operations and activities
	/.6	Captiva Group, operation and activities
	7.7	History and important events
	7.8	Competitive strengths
	7.9	Strategy and objectives
		7.10

	7.11	Material agreements 74
	7.12	Dependency on contracts, patents, licenses etc. 75
	7.13	Properties 75
	7.14	Insurance 76
	7.15	Legal and arbitration proceedings 76
8		CAPITALISATION AND INDEBTEDNESS 77
	8.1	Introduction 77
	8.2	Capitalisation 77
	8.3	Net Financial Indebtedness 78
	8.4	Working Capital Statement 79
	8.5	Contingent and indirect indebtedness 79
9		SELECTED FINANCIAL AND OTHER INFORMATION 81
	9.1	Introduction and basis for preparation 81
	9.2	Summary of accounting policies and principles 81
	9.3	Statement of profit and loss 82
	9.4	Selected statement of financial position 83
	9.5	Selected statement of cash flow 84
	9.6	Selected statement of changes in equity 85
10		OPERATING AND FINANCIAL REVIEW 86
	10.1	Results by operating business segment and geographic area 86
	10.2	Recent developments and trends 107
	10.3	Liquidity and capital resources 108
	10.4	Financing arrangements and other commitments 111
	10.5	Investments 114
	10.6	Off-balance sheet arrangements 119
	10.7	Related party transactions 120
	10.8	Grants 121
	10.9	Critical accounting policies and estimates 121
	10.10	Significant changes 122
11		UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION 123
	11.1	Introduction 123
	11.2	General information and purpose of the Unaudited Pro Forma Condensed Financial Information 129
	11.3	Basis for the preparation 129
	11.4	Independent practitioner's assurance report on the compilation of pro forma condensed
		financial information included in a prospectus 130
	11.5	Unaudited Pro Forma Condensed Financial Information 130
	11.6	Preliminary purchase price allocations 138

		12 - BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE
		12.1
		12.2 Management
	12.3	Remuneration and benefits
	12.4	Benefits upon termination
		12.5 Employees
	12.6	Pension and retirement benefits
		12.7 Corporate governance requirements
12.8 - Nomination committee		12.9
		12.10 Compensation committee
		12.11
		12.12 Conflicts of interests, etc.
		13
		13.1
		13.2 Ownership structure 13.3
		13.4
		13.5 Shareholder rights 14 CORPORATE INFORMATION
		14.1 Company corporate information
		14.2
		14.3
		15
		15.1
		15.2 Shareholder agreements
16 -		SECURITIES TRADING IN NORWAY
		16.1
		16.2
	16.3	Trading and settlement
		16.4
		16.5
		16.6
		16.7
		16.8
		16.9
		16.10 Mandatory offer requirement

	16.11	Compulsory acquisition 168
	16.12	Foreign exchange controls 169
17		TAXATION 170
	17.1	Norwegian taxation 170
18		THE COMPLETED PRIVATE PLACEMENT 173
	18.1	Overview 173
	18.2	Reasons for the offer and use of proceeds 173
	18.3	Resolution regarding the Private Placement Shares 173
	18.4	Delivery and listing of the Private Placement Shares 175
	18.5	The rights conferred by the Private Placement Shares 175
	18.6	Dilution 176
	18.7	Interests of natural and legal persons involved in the Private Placement 176
	18.8	Participation of existing shareholders or primary insiders in the Private Placement 176
19		TRANSFER RESTRICTIONS 177
	19.1	General 177
	19.2	The United States 177
	19.3	European Economic Area 177
	19.4	The United Kingdom 177
20		ADDITIONAL INFORMATION 179
	20.1	Auditor 179
	20.2	Advisors 179
	20.3	Incorporated by reference 179
	20.4	Documents available 180
21		DEFINITIONS AND TERMS 181

• Appendix A Articles of Association of Cloudberry Clean Energy ASA
• Appendix B-1 Unaudited pro forma condensed financial information

Appendix B-2 Independent auditor's assurance report on the compilation of unaudited pro forma condensed financial information

Appendix C Bøen Kraft AS' audited financial statements for the year ended 31 December 2021, 2020, and 2019

1 SUMMARY

INTRODUCTION AND WARNING

Securities Shares; ISIN NO 001 0876642.

• Issuer Cloudberry Clean Energy ASA is a public limited liability company (Nw.: allmennaksjeselskap) validly incorporated and existing under the laws of Norway. The Company's Legal Entity Identifier ("LEI") is 549300VUALPJQLAH7B56. The Company's registered business address is Frøyas gate 15, 0273 Oslo, Norway, which is also its principal place of business. The Company's telephone number is +47 91 30 29 07. The Company's website is www.cloudberry.no.
• Competent Authority This Prospectus has been approved by the NFSA, as competent authority, with its head office at Revierstredet 3, 0151 Oslo, Norway, and telephone number: +47 22 93 98 00, in accordance with Regulation (EU) 2017/1129. This Prospectus was approved on 14 December 2022.

KEY INFORMATION ON THE COMPANY

Who is the issuer of the securities?

• Corporate information The Company is a public limited liability company organised and existing under the laws of Norway pursuant to the Public Limited Liability Companies Act ("Public Companies Act"). The Company was incorporated in Norway on 10 November 2017, and the Company's registration number in the Norwegian Register of Business Enterprises is 919 967 072 and its LEI code is 549300VUALPJQLAH7B56. The Company has its registered office in Norway.
• Principal activities Cloudberry is a Nordic renewable energy company, which owns, develops and operates hydropower plants and wind farms in Norway and Sweden. The Company's purpose is providing clean renewable energy for future generations, developing a sustainable society for the long term and create value for stakeholders.
• Major Shareholders Shareholders owning 5% or more of the share capital or the voting rights of the Company have an interest in the Company's which is notifiable pursuant to the Norwegian Securities Trading Act.

To the Company's knowledge, as of the date of this Prospectus, the following persons are directly or indirectly interested (within the meaning of the Norwegian Securities Trading Act) in 5% or more of the Company's issued share capital:

Shareholder	Number of Shares	Percentage
Ferd AS	33,919,686	11.64%
Joh Johannson Eiendom AS	29,512,098	10.13%
Havfonn AS	24,761,554	8.50%
HSBC Trinkaus & Burkhardt AG	16,935,000	5.81%
Snefonn AS	16,203,725	5.56%
The Northern Trust Comp., London	15,881,595	5.45%

Key

The Group's management team are set out in the table below.

managing directors

Name	Current position
Anders J. Lenborg	Chief Executive Officer
Christian A. Helland	Chief Value Officer
Jon Gunnar Solli	Chief Operating Officer
Charlotte Bergquist	Chief Development Officer
Stig Østebrøt	Chief Technology Officer
Ingrid Bjørdal	Chief Compliance & Organisation Officer

Independent auditors

Ernst & Young AS, with company registration number 976 389 387, and business address Dronning Eufemias gate 6A, 0191 Oslo, Norway, has been the independent auditor of the Company since 17 June 2020. BDO AS, with company business registration number 993 606 650, and business address at Munkedamsveien 45A, 0250 Oslo, Norway, was the Company's auditor from 19 January 2018 to 17 June 2020.

What is the key financial information regarding the issuer?

The financial statements for the year ended 31 December 2021 and 31 December 2020 respectively are prepared in accordance with IFRS. For the periods up to and including the year ended 31 December 2019, the Company prepared its financial statements in accordance with NGAAP.

Accordingly, the Company has prepared financial statements that comply with IFRS, applicable as of 31 December 2021 and 31 December 2020, together with the comparative period data for the year ended 31 December 2019. In preparing the financial statements, the Group's opening statement of financial position was prepared as of 1 January 2019, the Group's date of transition from NGAAP to IFRS.

The Group was established 15 February 2020. Comparable information in previous periods is from the Company only. Consequently, undue reliance should not be placed on the comparability of these line items in the Prospectus.

The tables set out below contain key financial information extracted from the Company's audited Financial Statements for the years ended 31 December 2021, 31 December 2020 and 31 December 2019 (2019 IFRS is extracted from 2020 comparable statements) as well as the Company's unaudited interim financial statements for the three and nine-month periods ended on 30 September 2022 and 2021, which have been prepared by the Company in accordance with IAS 34.

Selected consolidated income statement of profit and loss

(In NOK 1,000)	3 months		9 months		Year ended
	Q3 2022	Q3 2021	YTD 2022	YTD 2021	2021	2020	2019	2019
	1/7-30/09	1/7-30/09	1/1-30/09	1/1-30/09	1/1-31/12	1/1-31/12	1/1-31/12	1/1-31/12
	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	NGAAP
	Unaudited	Unaudited	Unaudited	Unaudited			Unaudited
Total revenue	54,812	6,671	142,257	19,242	40,898	3,640	279	279
Operating profit	64,875	-5,807	92,632	-30,067	-41,361	-33,111	-2,613	-2,613
Profit/(loss) after tax	60,400	-11,077	85,014	-42,992	-63,038	-33,865	-2,609	-2,609

Selected consolidated statement of financial position

(In NOK 1,000)				Year ended
	2022	2021	2020	2019	2019
	30.sep	31.dec	31.dec	31.dec	31.dec
	IFRS	IFRS	IFRS	IFRS	NGAAP
	Unaudited			Unaudited
Total assets	4,799,485	3,118,391	1,396,861	5,304	5,304
Total equity	3,752,040	2,636,199	1,054,711	4,829	4,829
Total liabilities	1,047,445	482,192	342,151	475	475

Selected consolidated statement of cash flow

(In NOK 1,000)	Year ended
	Q3 2022	Q3 2021	YTD 2022	YTD 2021	2021	2020	2019	2019
	1/7-30/09	1/7-30/09	1/1-30/09	1/1-30/09	1/1-31/12	1/1-31/12	1/1-31/12	1/1-31/12
	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	NGAAP
	Unaudited	Unaudited	Unaudited	Unaudited			Unaudited
Cash flows from operating activities	115,375 -	60,018	152,839 -	74,257 -	70,722 -	4,314 -	2,906 -	2,906
Cash flows from investing activities	- 47,732 -	349,600 -	197,336 -	674,800 -	828,916 -	354,184	-	-
Cash flows from financing activities	755,790	22,187	783,996	832,975	1,411,316	958,355	8,000	8,000

In 2021 and 2022, the Group has acquired 100% of the shares of Selselva Kraft AS, Nessakraft AS, Bjørgelva Kraft AS, Skåråna Kraft AS, Usma Kraft AS, Åmotsfoss Kraft AS, Tinnkraft AS, Munkhyttan Vindkraft AB, Ramsliåna Kraftverk AS, RE Energi AS and Bøen Kraft AS. Additionally, the Group acquired 60% of the shares in Captiva Digital Services AS, increased its shareholding in Odal Vind AS from 15% to 33.4%, increased the ownership in Enestor AS from 25.01% to 51% and acquired the Kafjärden project. Furthermore, the Group agreed to acquire 100% of the shares of Øvre Kvemma Kraftverk AS in 2022. Finally, the Group has in 2022 sold 100% of the shares in Jåstadkraft AS and 50% of the shares of Stenkalles Holding AS. These transactions represent a significant gross change for the Group. Consequently, Cloudberry has in this Prospectus included unaudited pro forma condensed financial information to illustrate how the Group's acquisition of these entities could have affected the Company's consolidated income statement for the financial year ended 31 December 2021 as if each of these transactions had taken place on 1 January 2021.

The effect of all acquisitions, with the exception of the acquisition of Øvre Kvemma Kraftverk AS which is expected to be completed in 2024, are reflected as at 30 September 2022 in the Interim Financial Statements.

The unaudited pro forma condensed financial information included in Section 11 and Appendix B-1 to this Prospectus is presented for illustrative purposes only and does not purport to represent what the Company's actual financial statements would have been if each of the transactions occurred on the relevant dates. The unaudited pro forma condensed financial information does not include all of the information required for financial statement prepared in accordance with IFRS and the unaudited pro forma condensed financial information should be read in conjunction with the Company's consolidated financial statements for the financial years ended 31 December 2021, 31 December 2020 and 31 December 2019.

Selected unaudited pro forma condensed consolidated statement of profit and loss for 2021

		Unaudited		Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited					Unaudited	Unaudited			Unaudited Unaudited		Unaudited		Unaudited	Unaudited	Unaudited	Unaudited
	Group (1.1-31.12)	Selselva Kraft AS (1.1-12.1)	Skåråna Kraft AS (1.1-23.2)	Nessakraft AS	Bjørgelva Kraft AS	Odal Vind AS	Usma Kraft AS	Åmotsfoss Kraft AS	Captiva Group A	Tinnkraft AS (1.1-29.6) (1.1-29.6) (1.1-4.7) (1.1-19.8) (1.1-30.11) (1.1-31.12) (1.1-31.12) (15.6-31.12) (1.5-31.12) (1.1-31.12) (1.1-31.12)	Øvre Kvemma Kraftverk AS	Munkhyttan Vindkraft AB	Kafjärden project	Ramsliåna Kraftverk AS	RE Energi AS (1.1- 31.12)	Bøen Kraft AS (1.1-31.12)	Entities acq. and sold by Captiva, and Stenkalles Holding AS B	Adjustments NGAAP/IFRS	Pro forma adjustments/ eliminations	Pro Forma Condensed Financial Information
(NOK 1000)	(IFRS)	(NGAAP)	(NGAAP)		(NGAAP) (NGAAP) (NGAAP) (NGAAP)			(NGAAP)	(NGAAP)	(NGAAP)	(NGAAP)				(NGAAP) (NGAAP) (NGAAP)
Total revenue	40,898	121		0 3,541	351		5,470	1,871	21,691	3,647		0 0	0	0	12	10,528	17,037	-2,867	-2,451	99,849
Operating profit (EBIT)	-41,360	64	-1	1,930	-265	-435	804	-197	-16,221	1,951		0 -12	0	-87	-2,978	2,655	-161	755	-21,617	-75,176
Profit/(loss) after tax	-63,038	64	-1	840	-452	-435	-644	-238	-12,217	1,261		0 -12	0	-87	-2,978	1,192	-2,022	-5,977	-16,711	-101,454

What are the key risks that are specific to the issuer?

nominal value

Material risk factors	1.	In October 2022, the Norwegian authorities proposed a new tax regime for Norwegian land-based wind farms and hydropower plants. If resolved, the new tax rules will have a material adverse effect on the asset value of certain of the Group's assets and reduce the expected cash flows from certain of the Group's power
	2.	producing assets. The major part of the Company's revenue comes from sale of electricity which is exposed to fluctuations in the market. Further, the revenues from the Group's power plants are dependent on metrological conditions, which can vary materially from season to season and from year to year.
	3.	Several of the Group's projects under development are subject to various governmental concessions and approvals and may not be realized.
	4.	The Group has over the last two years made a number of acquisitions and expects to continue to have an active M&A strategy. The Group may not be able to identify potential acquisitions targets and successfully integrate the acquired businesses.
	5.	The Group may not be able to complete the preparatory steps related to the Stenkalles Vind project, which is under development, on favourable terms, which ultimately may lead to that the project will not be realized.
	6.	To operate its business the Group relies on subcontractors for construction, operation, maintenance etc. Failure by the subcontractors may lead to additional costs for the Group.
	7.	In order to continue to grow its business the Group is dependent on external financing on a timely basis and on attractive terms. In case the Group needs to raise further equity, this may have a dilutive effect on the existing shareholders.
		KEY INFORMATION ABOUT THE SECURITIES
		What are the main features of the securities?
Type, class and ISIN		All of the Shares are shares in the Company and have been created under the Public Companies Act. The Shares are registered in book-entry form with the VPS and have ISIN NO 001 0876642.
Currency,		The Shares are traded in NOK on the Oslo Stock Exchange. As of the date of this Prospectus,

Shares, each with a nominal value of NOK 0.25.

the issued share capital of the Company is NOK 72,824,976.25, comprising 291,299,905

and number of securities
Rights attached to the securities	The Company has one class of shares in issue, and in accordance with the Public Companies Act, all shares in that class provide equal rights in the Company, including the rights to dividends. Each Share carries one vote.
Transfer restrictions	The Shares are freely transferrable.
Dividend and dividend policy	The amount, timing and frequency of future distributions will be at the sole discretion of the Board and will be declared based upon various factors, including but not limited to, legal restrictions, return on capital of available organic and acquisition investment opportunities, the Group's financial condition and operating cash flows, undertakings to creditors and loan covenants. As of the date of this Prospectus the Company has not paid any dividends. The Company's dividend policy is that the Company does not expect to pay any dividend in the short to medium term as the Company intends to use its profit for both organic and acquisitions related growth initiatives. The Company's long-term objective is to pay Shareholders consistent and growing cash dividends. Over time, the intention is to pay its Shareholders dividends representing 30 – 50% of free cash distributed from the producing power plant companies. However, there can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy.

Where will the securities be traded?

The Company's Shares are trading on Oslo Stock Exchange. The Company has not applied for admission to trading of the Shares on any other stock exchange, regulated market or multilateral trading facility.

What are the key risks that are specific on the securities?

Material risk	1.	Future issuances of shares in the Company or other securities, including by use of
factors		board authorizations, may dilute the holdings of the Shareholders and could materially
		affect the trading price of the Company's Shares.
	2.	Shareholders holding shares registered on nominee accounts will not be able to
		exercise their voting rights unless their ownership is re-registered in their names in the
		VPS prior to any General Meeting.
	3.	The Group has a limited operating history, which makes it difficult for prospective
		investors to evaluate and forecast the Group's future results of operations.
	4.	Transfer of the Shares is subject to restrictions under the securities laws of the United
		States and other jurisdictions as none of the Shares have been registered under the US
		Securities Act or any US state securities law or any other jurisdiction outside of
		Norway.

KEY INFORMATION ON THE ADMISSION TO TRADING ON A REGULATED MARKET

Under which conditions and timetable can I invest in this security?

The Prospectus is a listing prospectus for securities already issued by the Company, and consequently does not constitute an offer to buy or subscribe for any securities.

The Company's total number of Shares was increased by 51,612,903 new Shares in relation to the Private Placement. Therefore, the combined dilutive effect for shareholders not participating in the Private Overview of dilutive effect:

	Prior to Private	After Private
	Placement	Placement
Shares outstanding	239,663,707	291,276,610
Dilutive effect	-	17.7%

The net asset value per existing Share as at 31 December 2021 was approximately NOK 11.21 per Share (equals the booked equity per share). The subscription price in the Private Placement was NOK 15.50 per Share.

Total expenses of the issue/offer No issue of Shares is being conducted as part of the Listing.

Why is this Prospectus being produced?

The Prospectus is being produced to allow all Shares issued in relation to the Private Placement to be admitted to trading on Oslo Stock Exchange.

• Net proceeds The Company incurred fees and expenses related to the Private Placement, which amounted to approximately NOK 36 million, resulting in net proceeds of NOK 764 million. The Company intends to use the net proceeds from the Private Placement towards funding of approx. 50 MW of its 324 MW portfolio (500 million) and on optimising and enhancing the capacity of the Company's existing assets towards M&A (NOK 264 million), both identified and future opportunities.
• Conflicts of interest To the Company's knowledge, there are no material conflicts of interest pertaining to the Private Placement.

2 RISK FACTORS

Investing in the Shares involves a high degree of risk. An investor should consider carefully the risks and uncertainties described below, together with all of the other information in this Prospectus before deciding whether to invest in the Shares. The risks and uncertainties described in this Section 2 (Risk factors) are the material known risks and uncertainties faced by the Group as of the date hereof that the Company believes are the material risks relevant to an investment in the Shares.

If any of the risks were to materialise, individually or together with other circumstances, it could have a material and adverse effect on the Group and/or its business, financial condition, results of operations, cash flow and/or prospects, which may cause a decline in the value of the Shares that could result in a loss of all or part of any investment in the Shares.

The risks and uncertainties described below are not the only risks the Group may face. Additional risks and uncertainties that the Company currently believes are immaterial, or that are currently not known to the Company, may also have a material adverse effect on its business, financial condition, results of operations and cash flow.

The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance.

The risk factors described in this Section 2 are sorted into five categories:

• 1. Market related risks
• 1. Commercial and operational risks
• 1. Specific risks related to the Group's projects
• 1. Financial risks
• 1. Risks related to the Shares

The Company has sought to place each individual risk factor in the most appropriate category based on the nature of the risk it represents. The list of risk factors should not be perceived as a ranking of importance, and it is not exhaustive. The risks mentioned herein could materialise individually or cumulatively.

The information in this Section 2 is as of the date of this Prospectus.

2.1 Market related risks

Political risk

The Group is engaged in the production and sale of renewable electrical power. The power industry is highly regulated, and regulations may change over time. If the governments or international community were to withdraw, reduce or change support for the use of energy from renewable sources, including generation of electricity wind farms and hydropower plants, for whatever reason, this may have a material adverse effect on the support of national or international authorities in respect of the promotion of the use of energy from such renewable sources. This may reduce the demand for the power produced by the Group's wind and hydro power assets compared to power produced by other sources. Further, governmental promotion for increased use of other energy sources than wind or hydro power may reduce the value of the Group's assets.

A number of broader regulatory changes to the electricity market, such as changes to integration of transmission allocation, changes to energy trading, potential caps on energy prices and transmission charging, are being implemented or evaluated across Europe. These changes may have an impact on the electricity prices and the costs of selling electrical power, which may reduce the Group's profitability.

The Group also has several projects under development, which require support from local and/or national authorities. Changes in the political landscape may lead to that certain of the Group's projects under development must be abandoned due to lack of political support or regulatory changes which result in that the projects no longer are expected to meet the Group's minimum profitability requirements.

In addition, the Group's business may be exposed to new risks as a result of broadened or increased sustainability requirements. As an example, when the Taxonomy Regulation (Regulation (EU) 2020/852) is implemented into Norwegian law, the Company will be obliged to publicly disclose its alignment with such framework. Should the Group not meet the expected level of alignment of the investors this could adversely impact the public perception of the Group. Further, should the Group's existing or new project no longer be labelled as green, the capital costs of such projects may increase.

Further, the Group is subject to political risk related to the taxation of sale of electrical power, as further described in Section 2.4.2 (Risks related to changes in taxation and public fees) below.

Risks related to the development of the spot rates for electricity

The profitability of the Group's producing power plants depends on the volume and prices of the electricity produced. The majority of the Group's sale will be exposed to price risk related to electricity sold at spot rates. The Group's production volume is sold in the spot market and consequently exposed to fluctuations in the market prices for electricity, unless new fixed terms agreements are entered into.

Electricity prices are inter alia dependent on substitute or adjacent commodity prices such as e.g. oil, gas and coal prices, but also dependent on metrological conditions, CO2 pricing and other supply and demand factors going into the clearing of the market price of electricity.

Further, massive climate goal subsidy schemes may put downward pressure on revenues (i.e. electricity prices) of non-subsidised existing assets. Cloudberry considers subsidised offshore wind power as the most likely threat.

As sale of electricity constitutes a material share of the Group's revenues, the price risks related to electricity prices could result in reduced revenue and profitability for the Group and also reduce the fair market value of the Group's assets.

Risks related to the development of the renewable sector

Unexpected success in other areas of renewable energy may reduce the pressure on the authorities to allow for development of wind parks and hydropower plants. This may affect the Group's future investment opportunities and reduce the second-hand value of its power plants. The same may also hold true for non-renewable or currently unknown energy technologies. The uncertainties associated with the development of the renewable sector, as well as the emergence of other technologies, are factors which could adversely affect the Group's business and growth opportunities.

2.2 Commercial and operational risks

Risks related to the Group's ability to realise its development projects

Several of the Group's projects are under development and may not be realised. The right to build and operate a renewable project is subject to public concessions and permits in addition to private ownership rights to land and waterfalls. This comprises all stages of a renewable project, from early development stage to construction, production, transmission and sale of power. The necessary concessions and permits will depend on size and type of project, classification, development stage of the projects and jurisdiction. In addition to the energy/production related concessions and permits other permits, licenses and regulatory requirements are also applicable, such as licenses related to safety, pollution, noise, etc.

The Group is required to obtain various governmental concessions and approvals for each of its projects, including inter alia construction concessions, grid concessions and sales concessions. As of the date hereof, all permits and licenses have been obtained for the assets that are in production and all relevant concessions and permits for the projects under construction. Completion permissions, concession for sale of power, etc. are not yet in place due to the stage of the construction work.

Following public and political hearings throughout 2019/2020, the Norwegian Water Resources and Energy Directorate ("NVE") are likely to be working from a revised and more conservative framework when considering permits for new power production projects, which may include new criteria for award, local production fee/tax requirements and/or other new regulatory initiatives. Currently, a temporary pause in the award of new on-shore wind permits has been effected, awaiting the finalisation and approval of an updated and more stringent award framework for new permits.

For greenfield projects that are not under construction and/or in operation, the Group will need to obtain necessary concessions, permits and contracts with landowners.

Whether the projects will be profitable depends on several factors outside the Group's control. Before construction of any projects commence, the Group will make an assessment of whether it is expected that the project will be profitable. If a project does not move to the construction phase, the development costs will not be recoverable. For several projects, the granted concessions include deadlines for initiation of the construction phase. If the deadlines are not met, the concessions will lapse. In such case, the Group must write down the investment made in the relevant project.

Risks related to acquisitions

The Group was created in 2020 through a business combination of three separate businesses. During 2020, 2021 and 2022 the Group has had an active mergers and acquisition strategy. Making acquisitions will continue to be an important part of the Group's strategy to support growth and profitability.

Successful growth through acquisitions is dependent upon the Group's ability to identify suitable acquisition targets, conduct appropriate due diligence, negotiate transactions on favourable terms, obtain required licenses and authorisations and ultimately complete such acquisitions and integrate acquired entities into the Group. If the Group makes acquisitions, it may be unable to generate expected margins or cash flows, or realise the anticipated benefits of such acquisitions, including growth or expected synergies. The Group's assessment of and assumptions regarding acquisition targets could prove to be incorrect, and actual developments may differ significantly from expectations. The Group may not be able to integrate acquisitions successfully and such integration may require greater investment than anticipated, and the Group could incur or assume unknown or unanticipated liabilities or contingencies with respect to customers, employees, government authorities or other parties. The process of integrating acquisitions may also be disruptive to the Group's operations, as a result of, among other things unforeseen legal, regulatory, contractual and other issues and difficulties in realising operating synergies, which could cause the Group's results of operations to decline. Moreover, any acquisition may divert management's attention from day-to-day business and may result in the incurrence of additional debt. Should any of the above occur in connection with an acquisition, there could be a material adverse effect on the Group's profitability, business and prospects.

Risk related to physical trading of electricity for Kraftanmelding (a smaller Cloudberry subsidiary)

Kraftanmelding offers forecasting, reporting, market access and settlement of power production for its customers. On the day-ahead market, contractual orders for the delivery of electricity the following day is made between buyers and sellers through the Nord Pool day-ahead trading system. When these power contracts are physically delivered, i.e. when electricity is provided to the buyer, in accordance with the purchase orders there is a risk of a mismatch occurring in the trade between the registered volume of electricity available and the actual volume of electricity in the trading hour. Such mismatch is referred to as an imbalance. For approximately 85% of the total volume Kraftanmelding sells on behalf of its customers, the customers bear the risk of the imbalance result. For the remaining 15% of the volume, Kraftanmelding assumes the risk of the balance settlement on behalf of the customer(s). If the hourly volumes are over or underestimated, Kraftanmelding will consequently bear the economic risk. This can lead to gain or losses depending on the actual market price of power versus the agreed settlement price.

Risk related to volume of production

The Group has entered into two power purchase agreements, covering the sale of a fixed amount of power to be produced by Bøen and Røyrmyra. Should the power production of these plants be lower than the volume sold, the Group will be forced to purchase the deficit energy to be delivered in the spot market. To the extent the spot price is higher than the fixed price, the Group will incur a loss on the power purchase agreements, which depending on the spot price, may be significant. The power purchase agreements cover approximately 12% of the Group's current estimated aggregate annual production in the relevant price area.

Risks related to the war in Ukraine

The Russian invasion of Ukraine has resulted in severe implications on inter alia global trade, global markets, energy prices and commodity prices. It is highly uncertain how the conflict will continue to have an impact on the global economy.

For Cloudberry's business, the mid- and long-term consequences are still uncertain. Higher commodity and transportation costs may result in that one or more of the Group's projects under development will not be sufficiently profitable due to increased construction costs. Should the Group choose abandon projects under development, the investments made related to such projects may have to be written off.

Further, Cloudberry has several projects under construction. As certain of the construction contracts are not fixed-price contracts, Cloudberry bears the risk of increased prices. Consequently, the construction costs will be affected by the high volatility in commodity prices and transportation costs. Higher commodity prices and logistic challenges will lead to higher capex costs and potentially lower profitability for Cloudberry's projects going forward.

Risks related to the Group's capital expenditure, financing costs and cost estimates for development and construction projects

The estimated capital expenditures, financing costs and costs for the Group's development and construction projects are based on the Group's best assessment and are subject to final negotiations and agreements with suppliers, financial institutions and contractors. Before the Group spends time and resources on negotiations with relevant stakeholders, the Group makes an assessment of whether or not they expect a project to be profitable. However, should the actual capital expenditures, financing costs and costs for such projects deviate from the Group's best estimates, projects which were expected to be profitable may turn out to be non-profitable. If the actual capital expenditures, financing costs and other costs are higher than estimated, projects may be abandoned, which may force the Group to write off parts of or the entire investments made in such projects. Further, should the capital expenditure's increase above the Group's best assessment, the relevant projects may require additional financing to be fully financed.

Risk related to metrological conditions which impacts the Group's revenue from power plants

Cloudberry's power producing assets are located and built based on comprehensive historical metrological assessments in order to optimise their power production capability. However, metrological conditions (rain and wind) at particular sites at which the Group's power plants are located can vary materially from season to season and from year to year and may also change over time. If a site proves to have lower resources than anticipated in the Group's business model or suffers a sustained decline in metrological conditions, such power plants are likely to generate lower electricity volumes and lower revenue than anticipated. This will reduce the Group's revenue and may also result in that the Group must write down the value of the relevant assets.

Risks related to the financial models used by the Group in relation to investment decisions

There may be errors in the assumptions or methodology used in the financial models used by the Group in relation to its decisions to acquire or develop renewable energy assets, whether as part of the Group's current portfolio or subsequent acquisitions or investments. This may result in the returns generated by such projects being materially lower than expected. Although the Group has more than 10 years of experience with development of renewable energy assets, the Group has only been engaged in acquisition of turn-key projects or assets under production for a few years. This is relatively short time compared to many of its more established competitors. The financial models of the Group are constantly being developed and refined based on the experience gained by the Group. Further, given the lean organisation of the Group, there are only a few persons who review and provide input to the financial models used in relation to business decisions. These factors increase the risk of errors in the assumption or methodology used in the financial models used by the Group compared to other more established players in the market. Further, the Group will develop, own, operate and make investments in assets and projects which are illiquid. The realisation of such assets may take time and there can be no assurances that the Group will be able to sell its assets or realise its projects as planned. This could have a material adverse effect on the Group's business, operating results, financing condition and prospects.

Risks related to the operation of the Group's power plants

Investments in power generation and energy-related infrastructure involve technical and operational risks. The Group will seek to invest in power plants of expected good technical standard to reduce the technical risk of the investment. The Group will prioritise technical solutions that are well-proven and delivered by reputable suppliers, so that any repairs can be made within reasonable timeframes and at reasonable cost, and that it is possible with attractive insurance terms. Despite the aim of choosing sound solutions, technical problems may occur meaning possible stops in production or costly reinvestments that reduce the Group's revenue, profitability and/or financial position.

Risks related to personnel injuries (HSE incidents)

Work in the energy sector is dangerous, particularly for personnel which are engaged in construction, operation, maintenance and repair of the Group's new and existing power plants, and work-related accidents occur from time to time. The Group's wind turbines may also be subject to ice throw indictments, which may cause damage to persons in close proximity to the turbines. Accidents and incidents may further result in operational stoppages. Accidents and unwanted incidents may lead to financial damages and reputational damages to the Group and could have adverse effects on the Group's business, results of operations, cash flows, financial condition and prospects.

Risks related to costs of transmission and distribution of electricity

Increases in charges relating to the connection to and use of the electricity transmission and distribution networks and relating to balancing of electricity supply and demand, and/or restrictions on the capacity in such networks available for use by the Group's power plants, may result in higher operating costs, lower revenues and fewer growth opportunities for the Group.

Risks related to the Group's dependency on agreements with landowners to develop future projects

Subsequent decisions by the Group to develop renewable energy assets are subject to reaching an agreement with the landowners of the contemplated properties for development. Consequently, the ability to develop further power plants is subject to negotiations with the landowners and thus the Group's revenues and costs are subject to the inherent risk thereof.

Risks related to disputes and litigation

Renewable projects are often large and complex, and their construction, operation and maintenance will normally require goods and services to be provided from several parties. During all phases, issues may occur as a result of, inter alia, delays in delivery, defect parts and materials or accidents. Cloudberry has traditionally favoured multi-contract arrangements rather than turnkey contracts for its projects. Multi-contract arrangements involved a higher risk for the project owner, who normally assumes the risk for the interface between the different suppliers to the project. This contract strategy increases the risk of litigation and that members of the Group becoming subject to legal disputes. Whether or not the member of the Group ultimately prevails, legal disputes are costly and can divert management's attention from the Group's business. In addition, the relevant member of the Group may decide to settle a legal dispute, which could cause the Group to incur significant costs. An unfavourable outcome of any legal dispute could inter alia imply that the relevant member of the Group becomes liable for damages, payments or will not be able to realise some of its projects. A settlement or an unfavourable outcome in a legal dispute could have adverse effects on the Group's business, results of operations, cash flows, financial condition and prospects.

Risks related to dependency of external contractors

Historically, the Group has not had in-house expertise required to construct, operate and maintain its power plants. Although the Group has acquired some in-house capacity as part of the acquisition of the Captiva Group, the Group will still continue to use external suppliers for construction, operation and maintenance of its power plants.

The contracts governing the operation and maintenance of wind farms are generally negotiated and entered into with turbine suppliers at the same time as the construction contracts for such wind farms. Operation and maintenance contracts typically have a term from 5 to 15 years for the Group's wind assets.

Hydro power plants do not tend to have long term operation and maintenance contracts with the turbine suppliers or the suppliers of principal components but tend to have shorter term contracts with local utility partners.

Upon expiry of an operation and maintenance contract or their earlier termination (in the event of, for example, contractor insolvency or default), there is no assurance that replacement or renewal contracts can be negotiated on similar terms and less favourable terms could result in increased operation and maintenance costs and reduced profitability for the Group. Where the Group will be required to appoint a replacement contractor, there is a further risk that finding a suitable contractor may take time, which could potentially lead to downtime for the relevant power producing asset.

The Group is further exposed to cost overruns on maintenance and/or reconstruction projects and/or construction projects, for example as a result of changes in plans or additional work that becomes necessary over and above what was included in the initial agreement with the subcontractor. In addition, the Group's costs may also increase as a result of failure by its subcontractors which is not recoverable from such subcontractor, for example in case of contractor insolvency.

Risks related to interruptions in the supply chain

Cloudberry's projects under development and construction are dependent on supplies of machinery and equipment from third party suppliers. Further, Cloudberry's assets in operation require supply of parts for repair and maintenance. In order for the supply chain to work efficiently, it is a precondition that open and integrated markets function efficiently. As the global market is put under pressure, inter alia as a result of increased global instability, ongoing climate changes and shortage of raw materials, the risk of supply chain disruptions are increasing. A disruption in the supply chain may cause that Cloudberry does not receive required parts or materials in time.

Due to the fact that Cloudberry is a relatively small player in the market, there is a risk that supply chain disruptions will impact Cloudberry disproportionately, as smaller players may receive less attention and be lower prioritised compared to its larger competitors by the suppliers. This increases the risk of delays in project under development and construction and increase the risk of operational down time of the Group's power producing assets. Should these risks materialise, it may have adverse effects on the Group's business, results of operations, cash flows, financial condition and prospects.

Risk related to the outbreaks and Covid-19

Cloudberry has experienced some adverse impacts of the Covid-19 pandemic, such as travel and entry restrictions, absence due to lockdowns and mandatory quarantine. More specifically, this has caused increased case handling time for governmental approvals of Cloudberry's projects or disruptions in Cloudberry's supply chain as a result of delayed deliveries from suppliers.

While most Covid-19 related public health measures has been lifted at the date of this Prospectus in Cloudberry's main markets, new variants of the virus may emerge and the future developments of the Covid-19 pandemic and the public-health measures adopted as reactions to such developments, may result in delays and/or increased costs in Cloudberry's construction and development projects as a result of the pandemic. Increased costs may result in that development projects become unprofitable and cannot be realised. Any such consequences may also affect the Group's ability to raise capital or secure financing. Delays in the completion of the Group's projects may also result in that the Group's portfolio companies defaults on its obligations towards its customers. Such breaches may result in claims for remedies of breach and rights to termination of the contracts and have a material adverse effect on the Group.

Potential losses as a result of increased costs or delays may not be recoverable from the suppliers who may, due to the Covid-19 pandemic, trigger force majeure provisions under contracts.

2.3 Specific risks related to the Group's projects

Risks related to the Stenkalles Vind project

The Stenkalles Vind project, currently owned through a 50/50 joint venture with Hafslund Vekst AS, is a shallow water wind project in Lake Vänern under development. The current development plan includes 16 turbines with an estimated installed effect of 100 MW and an annual power production around 350 GWh. The project has been granted a project permit from the Swedish Land and Environmental Court (Sw: Mark- och miljödomstolen) and a construction license from the Swedish Mark-och Miljödomstolen. The project is located in fresh- and shallow-water and construction deadline is Q3 2024. No final investment decision has been made with regard to the project. Before an investment decision will be made, the Group must inter alia negotiate and conclude agreements related to construction, maintenance and operation of the plant and obtain financing for the project. There can be no guarantee that the Group will be able to complete these preparatory steps, or that if completed, the required agreements are entered into on favourable terms or in a timely manner to meet the deadlines set forth in the project timeline. Consequently, it cannot be guaranteed that the project will be realised.

Risks related to the Kafjärden project

On 28 January 2022, the Company entered into an agreement to acquire the Swedish late-stage development wind project Kafjärden outside Stockholm. The project is still under development. The project does already have parts of the infrastructure in place and there are currently on-going dialogues with the local authorities with respect to the possibility of newer and more efficient turbines. It is uncertain if and when the project will be realised. If the project is not realised the Company may have to write off the investments made in the project and pay the expected cost of the retirement.

Risks related to the Group's shares in Odal Vind AS

Cloudberry's budgets and business plan is based on an assumption that the investment in Odal Vind AS will generate a positive cash flow. The expected cash flows from Odal Vind AS will be significantly reduced should the tax proposal described in Section 2.4.2 (Risks related to changes in taxation and public fees) be resolved. Further, as a minority shareholder in Odal Vind AS, the Group is not in a position to control the business and operations of Odal Vind AS or Odal Vind AS' payment of dividends to its shareholders. It is therefore a risk that the Group's investment in Odal Vind AS will not generate the expected returns or cash flows.

Risks related to the Hån project

Hån wind farm is a 21 MW wind project located in Sweden. Due to limited grid capacity in the area the projected wind farm is located, the power produced must be exported and sold into Norway. The Group has been granted a concession to build and operate a 22 kV cable between Norway and Sweden and has also been granted a power export license from the Swedish authorities. At the date of this Prospectus, all turbines have been erected and initial full-scale testing of grid connection and turbines have initiated. The park is however still undergoing full-scale testing and there are still technical risks related to the park's performance under full scale operation. Until the park is fully operational, and testing has been completed, the Group's revenue from the park will be limited and there is a risk that delays in the completion may occur. If the park's performance is lower than expected when fully operational, the Group's revenue may be lower than expected and the fair market value of the park may be lower than estimated when the investment decision was made. In such case, the Group may have to write down the value of the investment.

Risks related to the Duvhällen project

Duvhällen wind farms is an in-house project where the Group has been granted a construction permit of 60 MW/165 GWh. However, due to limited power grid capacity, the project has only been granted a power grid capacity permit of 30 MW/82 GWh. The grid owner, Vattenfall, has completed an environmental impact assessment and filed for an increased power grid capacity permit with the relevant authorities to match the construction permit. A final investment decision for the project will not be made until an increased power grid capacity permit has been granted. If such permit is not granted, the project may not be realised and the Group may have to write off the investments made in the project.

Risks related to the Group's ownership in Forte Energy Norway AS

The Group owns 34% of the shares in Forte Energy Norway AS. As a minority shareholder in Forte Energy Norway AS, the Group will not be in position to control the business and operations of Forte Energy Norway AS or Forte Energy Norway AS' payment of dividends to its shareholders. It is therefore a risk that the Group's investment in Forte Energy Norway AS will not generate the expected returns or cash flows. In case Forte Energy Norway AS requires additional funding, the Group's ownership in Forte Energy Norway AS could be reduced, e.g. due to dilution as a result of share capital increases in Forte Energy Norway AS if the Group does not subscribe for its pro rata share or at all. If the Group's ownership in Forte Energy Norway AS is reduced to below 10% the Group's influence as a shareholder in Forte Energy Norway AS will be significantly limited. The shares in Forte Energy Norway AS are also subject to certain share transfer restrictions. If the Group should wish to sell all or parts of its shares in Forte Energy Norway AS, there is a risk that the share price could be negatively impacted by such transfer restrictions or that the Group will not be able to complete any such sale at all.

2.4 Financial risks

Risks related to inflation

Inflation may have an adverse impact on Group's projects under development. The Group's development projects are capital intensive and increasing commodity prices will result in higher capital expenditures to develop and construct the projects (i.e. due to higher construction costs and turbine costs). High inflation may carve out the value of the expected cash flows from the Group's development projects relative to the up-front investments. Further, high inflation is expected to lead to higher short and longterm interest rates, affecting the financial costs for the Group's development projects. These factors and uncertainties may result in lower expected profitability of projects under development and ultimately that projects under development are postponed or abandoned. For projects where financing has been secured, high inflation may increase the financing needs which may not be available, or which may result in dilution for the existing shareholders.

Risks related to changes in taxation and public fees

Norwegian wind farms have historically only been subject to ordinary taxation, including property tax where applicable. With effect from 1 July 2022, the Norwegian government implemented a production fee on power from wind farms at NOK 0.01/kWh (approx. 1 EUR/MWh). In October 2022 it was proposed that the production fee is increased to NOK 0.02/kWh (approx. 2 EUR/MWh). With respect to land-based wind farms (both existing and new) which are subject to license requirement and hydropower plants with an installed effect of minimum 1 MW, the Norwegian government has proposed to introduce a high price contribution tax on energy sold at a price above NOK 0.70/kWh at a rate of 23%, with effect from 1 January 2023. The high price contribution tax is not expected to be deductible in the calculation of corporate income tax or resource rent tax. Further, the Norwegian government has informed that they plan to introduce a resource rent tax and natural resource tax for land-based wind farms (both existing and new) which are subject to license requirement, with effect from 1 January 2023. The Norwegian government's plan is to publish a consultation paper during the autumn of 2022, and for the Parliament to resolve legislation relating to the new taxation during spring 2023. When the new taxes were announced, the market price of Cloudberry's shares immediately dropped by NOK 2.6 per share. The proposal has not yet been resolved by the Norwegian government. Should the proposal be implemented as proposed, it will have an adverse negative change on the cash flows from Odal Vind and the Group may be required to provide Odal Vind with additional equity which will reduce the funds available for new projects. Further, if the tax rates are increased or other elements of the proposal are amended compared to the current proposal, this may have a material adverse effect on the asset values of Cloudberry and the market price of Cloudberry's shares. The Company also expects that the new tax proposal will make it significantly more difficult for the Company to obtain financing for new projects, both because the tax proposal has a negative impact on the cash flows from such projects and because the new tax proposal has introduced significant uncertainty among investors with regard to the Norwegian taxation of renewable energy in general, which is expected to reduce the appetite for investment in renewable projects.

Risks related to the Group's debt financing

The Group has two credit facilities in Sparebank 1 SR Bank ASA, amounting to NOK 1,400 million, which may be increased with an additional NOK 500 million. The credit facilities are secured with inter alia a first priority pledge in 100% of the shares in Cloudberry Production AS and 100% of the shares of Cloudberry Develop AS and a first priority pledge in machinery and equipment, accounts receivables and inventory in Cloudberry Production AS.

As of the date of this Prospectus, the Group has a positive consolidated net financial indebtedness. However, as the Group draws on the credit facilities, the level of debt will increase. The Group's level of debt could have material consequences for the Group, including but not limited to (i) hindering the Group's ability to obtain additional financing or financing on favourable terms, (ii) increasing the Group's costs of borrowing as it becomes more leveraged and (iii) require the Group to use a substantial portion of its cash from operations to make principal and interest payments on its debt, reducing the funds that would otherwise be available for operations, future business opportunities and dividends to its shareholders.

The Group's ability to service its debt will depend upon, amongst other things, its future financial and operating performance, which will be affected by prevailing economic conditions as well as financial, business, regulatory and other factors, some of which are beyond its control.

If the Group's operating income is not sufficient to service its current or future indebtedness, or if the Group is unable to comply with the covenants in its financial arrangements the Group will be forced to take action such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital, any of which could adversely impact the Group's results of operations, cash flow and financial condition. In addition, there can be no assurance that the Group will be able to affect any of these remedies on satisfactory terms, or at all. In such case the lender may force the sale of the pledged assets.

Risks related to the Group's dependency on external financing

Further expansion of the Group's business will require external financing. If the Group is not able to obtain required financing on a timely basis and on attractive terms this could result in lost business opportunities, shortened lifetime of current assets and/or that the Group is forced to realise its interest in certain projects.

Risks related to fluctuations in exchange rates

The Group presents its financial statements in NOK. However, Norwegian power companies sell the power through Nord Pool where EUR is the official trading currency. Electricity Certificates are traded in SEK. Further, the Group's investment in Odal Vind AS is exposed to EUR in its entirety. Consequently, the Group is exposed to currency risk. Any fluctuations in exchange rates between NOK, SEK and EUR could materially and adversely affect the Group's business, results of operations, cash flows, financial condition and/or prospects.

Additionally, the Group is also exposed to currency risk by having employees and operations in Sweden. Any fluctuations in exchange rates between NOK and SEK could materially and adversely affect the Group's business, results of operations, cash flows, financial condition and/or prospects. The Group may want to do business in other countries in the future, exposing the Group to additional currency risk. Should it choose to do so, any fluctuations in exchange rates between NOK and the relevant foreign currency could materially and adversely affect the Group's business, results of operations, cash flows, financial condition and/or prospects.

2.5 Risk related to the Shares

Risks related to the Company's ability to raise additional equity

The Company expects that it will need to raise additional equity funding to, among other things, fund its various projects, acquisitions and for other purposes. Such additional funding may not be available on favourable terms and/or on a timely basis, or at all. Failure to obtain this necessary capital when needed may force the Company to significantly curtail, delay, or discontinue some or all of its projects, acquisition opportunities and other development efforts. Moreover, the terms of any financing may adversely affect the holdings or the rights of the Company's shareholders.

Risks related to future issuances of financial instruments which will dilute existing shareholders

The Company's general meeting ("General Meeting") has resolved an equity incentive scheme which may cover up to 5% of the at any time outstanding shares in the Company. Currently, 10,700,000 warrants have been authorised or issued under the incentive scheme, with a strike price between NOK 11.10 and NOK 17.40 per share. Each warrant entitles the holder to subscribe for one ordinary share in the Company. If the participants of the equity incentive program exercise their rights under the incentive scheme, this will have a dilutive effect on the existing Shareholders.

Further, the Company seeks to have a board authorisation in place at all times, which will allow the Board to resolve to issue new shares on short notice to meet its obligations.

Depending on the structure of any future fund raising, existing Shareholders may not be able to purchase or subscribe for additional equity securities. If the Company raises additional funds by issuing additional shares or other equity securities, the relative holdings and voting interests and the financial interests of the Shareholders may be diluted.

Risks for shareholders whose Shares are registered in a nominee account

As of 7 December 2022, approximately 31.17% of the Company's Shares are registered on nominee accounts, which constitutes a significant number of the Shares. Beneficial owners of the Shares that are registered in a nominee account or otherwise through a nominee arrangement (such as brokers, dealers or other third parties) may not be able to vote for such shares unless their ownership is re-registered in their names in the VPS prior to any General Meeting. The Company cannot guarantee that beneficial owners of the Shares will receive the notice of any General Meeting in time to instruct their nominees to either effect a re-registration of the beneficial interests registered in the VPS or otherwise instruct the VPS Registrar to vote their Shares in the manner desired by such beneficial owners.

Transfer of the Shares is subject to restrictions under the securities laws of the United States and other jurisdictions

None of the Shares have been registered under the US Securities Act or any US state securities laws or any other jurisdiction outside of Norway and are not expected to be registered in the future. As such, the shares may not be offered or sold except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act and other applicable securities laws. In addition, there is no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings. Further, investors in the United States and other jurisdictions may have difficulty enforcing any judgment obtained in their local jurisdiction against the Company or its directors or executive officers in Norway.

3 RESPONSIBILITY FOR THE PROSPECTUS

This Prospectus has been prepared in connection with the Listing of 4,639,148 new shares issued in the Private Placement on Oslo Stock Exchange.

The Board of Directors of Cloudberry Clean Energy ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

14 December 2022

The Board of Directors of Cloudberry Clean Energy ASA

Frank Jarle Berg Chairperson

Benedicte Heidenreich Fossum Board Member

Liv Eiklo Lønnum Board Member

Stefanie Witte Board Member

Nicolai Nordstrand

Board Member

Petter Winther Borg Board Member

Henrik Joelsson Board Member

4 GENERAL INFORMATION

4.1 The approval of this Prospectus by the Norwegian Financial Supervisory Authority

This Prospectus has been approved by the NFSA, as competent authority under the EU Prospectus Regulation. The NFSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

4.2 Other important investor information

The Company has provided the information in this Prospectus. The Managers make no representation or warranty, express or implied, as to the accuracy, completeness or verification of the information set forth herein, and nothing contained in this Prospectus is, or shall be relied upon, as a promise or representation in this respect, whether as to the past or the future. The Managers disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise, which they might otherwise be found to have in respect of this Prospectus or any such statement.

The Managers have been acting exclusively for the Company and no one else in connection with the Private Placement.

The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Article 23 of the EU Prospectus Regulation, significant new factors, material mistakes or material inaccuracies relating to the information included in this Prospectus, which may affect the assessment of the Private Placement Shares and which arises or is noted between the time when the Prospectus is approved by the NFSA and the Listing of the Shares on Oslo Stock Exchange, will be mentioned in a supplement to this Prospectus without undue delay. Neither the publication nor distribution of this Prospectus shall under any circumstance imply that there has not been any change in the Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus.

No person is authorised to give information or to make any representation concerning the Group or in connection with the Private Placements other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company, or the Managers or by any of the affiliates, representatives, advisers or selling agents of any of the foregoing.

Investing in the Shares involves a high degree of risk. See Section 2 (Risk factors).

4.3 Presentation of financial and other information

Historical financial information

The Group's audited financial statements as of, and for the year ended 31 December 2021, included in the financial statements incorporated by reference in Section 20.3 to this Prospectus, has been prepared in accordance with International Financing Reporting Standards ("IFRS"). The Group's audited financial statements as of, and for the year ended 31 December 2020 was prepared in accordance with IFRS, with comparable figure as of, and for the year ended 31 December 2019 presented according to IFRS together with the opening balance 1 January 2019, which was the IFRS transition date for the Group.

The financial statements prepared for the years ended 31 December 2019 were prepared in accordance with Norwegian General Accepted Accounting Principles ("NGAAP"), the Norwegian Accounting Act of 17 July 1998 no 56 (the "Norwegian Accounting Act") and Norwegian Accounting Standard Board (Nw.: Norsk RegnskapsStiftelse) standard no. 8 (good accounting practice for small businesses) (Nw.: Norsk Regnskaps Standard nr 8, God regnskapsskikk for små foretak).

The financial statements prepared for the years ended 31 December 2019, 31 December 2020 and 31 December 2021 is together referred to as the annual financial statements (the "Annual Financial Statements"). The Annual Financial Statements are prepared and presented in NOK (presentation currency).

The financial statements for the year ended 31 December 2021 were audited by Ernst & Young AS, as set forth in their report included in the financial statements incorporated by reference in Section 20.3 (Incorporated by reference). The auditor's opinion was unqualified. The financial statements for the year ended 31 December 2020 were audited by Ernst & Young AS, as set forth in their report included in the financial statements incorporated by reference in Section 20.3 (Incorporated by reference). The auditor's opinion was unqualified. For the year ended 31 December 2019 the financial statements were audited by BDO AS as set forth in their reports included in the financial statements incorporated by reference in Section 20.3 (Incorporated by reference). The auditor's opinion was unqualified.

See note 2 to the 2021 consolidated Annual Financial Statements related to general accounting policies and principles for further details.

The Group's has further prepared consolidated interim financial statements for the three and nine-month periods ended 30 September 2022 (the "Interim Financial Statements"), which have been incorporated by reference in Section 20.3 (Incorporated by reference). The Interim Financial Statements for the three and nine-month periods ended 30 September 2022 have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34"). The Interim Financial Statements have not been audited or subject to review.

Pro forma financial information

In addition to the Annual Financial Statements, this Prospectus contain unaudited pro forma condensed financial information to illustrate how the Company's acquisitions of Selselva Kraft AS, Skåråna Kraft AS, Nessakraft AS, Bjørgelva Kraft AS, Odal Vind AS (increase from 15% to 33.4% minority stake), Usma Kraft AS, Åmotsfoss Kraft AS, Captiva Group (60%), Tinnkraft AS, Øvre Kvemma Kraftverk AS, Munkhyttan Vindkraft AB, RE Energi AS, Ramsliåna Kraftverk AS, the Kafjärden project, Bøen Kraft AS and Enestor AS (increase from 25.01% to 51%), and the sale of 100% of the shares in Jåstadkraft AS and 50% of the shares of Stenkalles Holding AS (as further described in Section 11.1 (Introduction) below) would have affected the Group's profit and loss accounts as included in the consolidated financial statements for the financial year ended 31 December 2021 as if each of these transactions had taken place on 1 January 2021.

The effect of all acquisitions, with the exception of the acquisition of Øvre Kvemma Kraftverk AS which is expected to be completed in 2024, are reflected as at 30 September 2022 in the Interim Financial Statements.

The unaudited pro forma condensed financial information is presented for illustration purposes only and does not purport to represent what the Company's consolidated financial statements would have been had each of the transactions occurred on the relevant dates. The unaudited pro forma condensed financial information does not include all of the information required for financial statements prepared according to IFRS and the unaudited pro forma condensed financial information should be read in conjunction with the Annual Financial Statements and related notes.

Ernst & Young AS has issued an independent assurance report on the unaudited pro forma condensed financial information, included in Appendix B-2. There are no qualifications or emphasis of matter set out in the report prepared by Ernst & Young AS.

See Section 11.3 (Basis for the preparation) for further information about the basis for preparation of the unaudited pro forma condensed financial information.

Non-IFRS financial measures

To provide a better understanding of Cloudberry's performance, the Company has in this Prospectus presented a number of alternative performance measures ("APMs") as defined by the European Securities and Markets Authority ("ESMA") in the ESMA Guidelines on Alternative Performance Measures 2015/1057, APMs which the Company will apply when communicating with its investors. An APM is defined by ESMA guidelines as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the relevant accounting rules (IFRS).

It is the Company's view that the APMs provides the investors relevant and specific operating figures which may enhance their understanding of the Group and its performance. APMs should not be considered as a substitute for or superior measures of performance in accordance with IFRS. APMs are calculated consistently over time and are based on financial data presented in accordance with IFRS and other operational data as described below. The Group uses the following financial APMs:

Measure	Description	Reason for including
Proportionate reporting:	Proportionate reporting includes Cloudberry's proportionate share of the financials which are not fully consolidated, or excluding the non controlling interests of subsidiaries held less than 100% on a line-by line basis in the profit or loss statement, and share of assets and net debt. (In consolidated IFRS reporting, associated companies and joint ventures are consolidated with equity method).	Proportionate reporting is actively used by the management and the board to manage, report and strategically align Cloudberry's short and long-term business decisions. Proportionate reporting does also make it easier for investors and analysts to analyse, compare and understand Cloudberry's operational performance and risks.
	Revenue and profit between segments are eliminated in the consolidated IFRS figures, while in proportionate segment reporting these items are retained. Proportionate interest-bearing debt and net-interest bearing debt does not include shareholder loans.

EBITDA:	EBITDA is net earnings before interest, tax, depreciation, amortisation & impairments.	Shows performance regardless of capital structure, tax situation or effects arising from different depreciation methods. Management believes the measurement enables an evaluation of operating performance.
EBIT:	EBIT is net earnings before interest and tax.	Shows performance regardless of capital structure and tax situation. Management believes the measurement enables an evaluation of operating performance.
Net interest bearing debt (NIBD):	Net interest-bearing debt is interest-bearing debt, less cash and cash equivalents. IFRS 16 leasing liabilities are not included in the net interest-bearing debt. For proportionate reporting, debt is excluded shareholder loans.	Shows the interest-bearing debt position of the company adjusted for the cash position. Management believes the measure provides an indicator of net indebtedness and risk.
Equity ratio:	Equity ratio equals total equity divided by total assets	Shows the equity relative to the assets. Management believes the measurement enables an evaluation the financial strength and an indicator of risk.

Reconciliation of proportionate segment reporting to consolidated IFRS reporting Q 3 2022

		Other			Proportionate share	Residual ownership
	Total	eliminations	Equity		of line items	fully consolidated	Total
NOK 1000 - Unaudited	Consolidated	group		accounted Excess value	ass.comp.	entitied	proportionate
T otal revenue	54,882	211,393	-	-	138,522	-17,935	386,861
Operating expenses ex depreciations and amortisations	-57,056	-14,040	-	-	-48,885	17,202	-102,780
Net income/(loss) from associated companies	76,071	-	-76,071	-	-	-	-
EBITDA	73,896	197,353	-76,071	-	89,636	-733	284,082
Depreciation and amortisation	-9,236	-	-	-766	-6,396	1,385	-15,014
Operating profit (EBIT)	64,660	197,353	-76,071	-766	83,240	652	269,068
Net financial items	-4,968	-	-	-	6,000	-2,000	-968
Profit/(loss) before tax	59,692	197,353	-76,071	-766	89,240	-1,348	268,100
	-	-	-	-	-	-	-
	-	-	-	-	-	-	-
T otal assets	4,799,485	588,000	-903,000	152,600	2,219,400	-1,076,000	5,780,485
Interest bearing debt	374,739	-	-	-	549,000	-4,000	919,739
Cash	1,852,935	-	-	-	135,700	-190,000	1,798,635
NIBD	-1,478,195	-	-	-	413,000	186,000	-878,895

Q 3 2021

		Other			Proportionate share	Residual ownership
	T otal	eliminations	Equity		of line items	fully consolidated	T otal
NOK 1000 - Unaudited	Consolidated	group		accounted Excess value	ass.comp.	entitied	proportionate
Total revenue	6,500	-	-	-	16,900	-	23,900
Operating expenses ex depreciations and amortisations	-14,900	-	-	-	-7,500	-	-22,400
Net income/(loss) from associated companies	5,000	-	-5,000	-	-	-	-
EBIT DA	-3,400	-	-5,000	-	9,400	-	1,500
Depreciation and amortisation	-2,998	-	-	-700	-1,600	-	-5,298
Operating profit (EBIT)	-6,398	-	-5,000	-700	7,800	-	-4,298
Net financial items	-5,226	-	-	-	-	-	-5,226
Profit/(loss) before tax	-11,625	-	-5,000	-700	7,800	-	-9,025
	-	-	-	-	-	-	-
	-	-	-	-	-	-	-
Total assets	2,421,163	-	-517,000	159,000	917,000	-	2,980,163
Interest bearing debt	227,030	-	-	-	534,000	-	761,030
Cash	689,346	-	-	-	224,000	-	913,346
NIBD	-462,316	-	-	-	310,000	-	-152,316

YTD 2022

YTD 2021

		Other			Proportionate share	Residual ownership
	Total	eliminations	Equity		of line items	fully consolidated	Total
NOK 1000 - Unaudited	Consolidated	group		accounted Excess value	ass.comp.	entitied	proportionate
Total revenue	142,328	213,222	-	-	185,055	-31,000	509,605
Operating expenses ex depreciations and amortisations	-124,408	-15,869	-	-	-70,552	27,000	-183,829
Net income/(loss) from associated companies	99,811	-	-99,811	-	-	-	-
EBIT DA	117,731	197,353	-99,811	-	114,503	-4,000	325,776
Depreciation and amortisation	-25,314	-	-	-2,178	-11,322	4,000	-34,814
Operating profit (EBIT)	92,417	197,353	-99,811	-2,178	103,181	-	290,962
Net financial items	-9,979	-	-	-	22,000	-2,000	10,021
Profit/(loss) before tax	82,438	197,353	-99,811	-2,178	125,181	-2,000	300,983
	-	-	-	-	-	-	-
	-	-	-	-	-	-	-
Total assets	4,799,485	588,000	-903,000	152,600	2,219,400	-1,076,000	5,780,485
Interest bearing debt	374,739	-	-	-	549,000	-4,000	919,739
Cash	1,852,935	-	-	-	135,700	-190,000	1,798,635
NIBD	-1,478,195	-	-	-	413,000	186,000	-879,195

		Other			Proportionate share	Residual ownership
	Total	eliminations	Equity		of line items	fully consolidated	Total
NOK 1000 - Unaudited	Consolidated	group		accounted Excess value	ass.comp.	entitied	proportionate
Total revenue	19,200	-	-	-	27,400	-	46,600
Operating expenses ex depreciations and amortisations	-49,500	-	-	-	-12,500	-	-62,000
Net income/(loss) from associated companies	5,900	-	-5,900	-	-	-	-
EBIT DA	-24,400	-	-5,900	-	14,900	-	-15,400
Depreciation and amortisation	-5,700	-	-	-2,118	-4,700	-	-12,518
Operating profit (EBIT)	-30,100	-	-5,900	-2,118	10,200	-	-27,918
Net financial items	-13,400	-	-	-	-	-	-13,400
Profit/(loss) before tax	-43,500	-	-5,900	-2,118	10,200	-	-41,318
	-	-	-	-	-	-	-
	-	-	-	-	-	-	-
Total assets	2,421,163	-	-517,000	159,000	917,000	-	2,980,163
Interest bearing debt	227,030	-	-	-	534,000	-	761,030
Cash	689,346	-	-	-	224,000	-	913,346
NIBD	-462,316	-	-	-	310,000	-	-152,316

FY 2021

		Other			Proportionate share	Residual ownership
	Total	eliminations	Equity		of line items	fully consolidated	Total
NOK 1000 - Unaudited	Consolidated	group		accounted Excess value	ass.comp.	entitied	proportionate
Total revenue	40,885	-	-	-	41,588	-	83,473
Operating expenses ex depreciations and amortisations	-88,781	-	-	-	-19,501	-	-107,282
Net income/(loss) from associated companies	16,370	-	-16,370	-	-	-	-
EBIT DA	-31,526	-	-16,370	-	22,087	-	-24,809
Depreciation and amortisation	-9,706	-	-	-2,823	-6,839	-	-19,368
Operating profit (EBIT)	-41,232	-	-16,370	-2,823	15,248	-	-44,177
Net financial items	-22,221	-	-	-	8,321	-	-13,900
Profit/(loss) before tax	-63,453	-	-16,370	-2,823	23,569	-	-58,077
	-	-	-	-	-	-	-
	-	-	-	-	-	-	-
Total assets	3,118,370	110,000	-678,080	160,120	1,103,443	-	3,814,853
Interest bearing debt	304,200	-	-	-	522,102	-	826,302
Cash	1,114,936	-	-	-	167,119	-	1,282,055
NIBD	-810,736	-	-	-	354,983	-	-455,753

FY 2020

		Other			Proportionate share	Residual ownership
	Total	eliminations	Equity		of line items	fully consolidated	Total
NOK 1000 - Unaudited	Consolidated	group		accounted Excess value	ass.comp.	entitied	proportionate
Total revenue	3,640	200	-	-	1,493	-	6,333
Operating expenses ex depreciations and amortisations	-29,904	-	-	-	-1,930	-	-30,834
Net income/(loss) from associated companies	-3,556	-	3,556	-	-	-	-
EBIT DA	-29,822	200	3,556	-	-437	-	-25,501
Depreciation and amortisation	-3,289	-	-	-591	-1,259	-	-5,139
Operating profit (EBIT)	-33,110	200	3,556	-591	-1,696	-	-30,640
Net financial items	-1,141	139	-	-	-1,270	-	-2,272
Profit/(loss) before tax	-34,253	339	3,556	-591	-2,966	-	-32,912
	-	-	-	-	-	-	-
	-	-	-	-	-	-	-
Total assets	1,396,861	-46	-337,081	148,332	445,003	-	1,654,069
Interest bearing debt	263,207	-	-	-	235,742	-	498,949
Cash	605,126	-	-	-	43,572	-	648,698
NIBD	-341,918	-	-	-	192,170	-	-149,748

Reconciliation of financial APM's

	3 months		9 months
NOK 1000	Q3 2022	Q3 2021	YTD 2022	YTD 2021	FY 2021	FY 2020
EBITDA	74,111	-3,074	117,946	-24,390	-31,615	-29,822
EBIT	64,875	-5,807	92,632	-30,067	-41,361	-33,111
Equity ratio	78.2 %	86.0 %	78.2 %	86.0 %	84.5 %	75.5 %
Net interest bearing debt	-1,478,195	-462,300	-1,478,195	-462,300	-810,741	-341,919
NOK 1000	Q3 2022	Q3 2021	YTD 2022	YTD 2021	FY 2021	FY 2020
Long-term interest bearing debt	362,739	219,100	362,739	219,100	294,087	26,440
Short-term interest bearing debt	12,000	7,500	12,000	7,500	10,105	236,767
Cash and cash equivalent	-1,852,935	-688,900	-1,852,935	-688,900	-1,114,934	-605,126
Net interest bearing debt	-1,478,195	-462,300	-1,478,195	-462,300	-810,741	-341,919
NOK 1000	Q3 2022	Q3 2021	YTD 2022	YTD 2021	FY 2021	FY 2020
Operating profit (EBIT)	64,875	-5,807	92,632	-30,067	-41,361	-33,111
Depreciations and amortizations	9,236	2,733	25,314	5,677	9,746	3,289
EBITDA	74,111	-3,074	117,946	-24,390	-31,615	-29,822

Further, the Group uses the following non-financial APMs:

Measure	Description	Reason for including
Power Production:	Power delivered to the grid over the defined time period (one year). Units are measured in GWh. Example A typical 4 MW turbine produces 3,000 full-load hours during a year. 4 MW x 3,000 hours = 12,000 MWh or 12 GWh. For illustration, according to the International Energy Agency1 ("IEA") the electrical power consumption per capita in Europe is approximately 6 MWh per year.	Shows Cloudberry's total production in GWh for the full year including the proportionate share of the production from Cloudberry's associated companies and joint ventures.
Production & under construction, secured:	At the time of measure, the estimated power output of the secured production and under construction portfolio. The measure is at year-end. Units are measured in MW.	Shows Cloudberry's total portfolio of secured projects that are either producing or under construction.
Construction permits:	At the time of measure, the estimated total power output to be installed in projects with construction permit. Construction permit is	Shows Cloudberry's total portfolio of projects with construction permit.

¹ https://www.iea.org/data-and-

statistics/?country=WEOEUR&fuel=Energy%20consumption&indicator=ElecConsPerCapita (accessed 14 June 2021)

	at the stage when concession has been granted, but before a final investment decision has been made. The measure is at year-end. Units are measured in MW.
Backlog:	At the time of measure, the estimated total effect to be installed related to projects that are exclusive to the Group and in a concession application process. The measure is at year-end. Units are measured in MW.	Shows Cloudberry's portfolio of project where Cloudberry has an exclusive right to the projects. The projects are still under development.
Direct emissions:	Measure in tons of CO2 equivalents. The use of fossil fuels for transportation or combustion in owned, leased or rented assets. It also includes emission from industrial processes.	Shows Cloudberry's direct emissions (Scope 1, GHG emissions) for the full year.
Indirect emissions:	Measure in tons of CO2 equivalents. Related to purchased energy; electricity and heating/cooling where the organisation has operational control. The electricity emission factors used are based on electricity production mixes from statistics made public by the IEA. Emissions from value chain activities are a result of the Group's upstream and downstream activities, which are not controlled by the Group. Examples are consumption of products, business travel, goods transportation and waste handling.	Shows Cloudberry's indirect emissions (Scope 2 and Scope 3, GHG emissions) for the full year.
CO2 reduction:	Refers to the reduction of greenhouse gas emissions relative to baseline emissions from the European electricity mix (EU-27 electricity mix, IEA 2021).	Shows Cloudberry's reduction of greenhouse gases for the full year relative to the European Electricity mix after the direct and indirect emissions from Cloudberry's operation is subtracted.

Reconcilliation of non-financial APMs

	Q3 2022	Q3 2021	2022	2021	FY 2021	FY 2020
Power Production (GWh)	70	35	172	70	117	21
Production & under construction (MW)	156	139	N/R	N/R	150	109
Construction permit (MW)	168	160	N/R	N/R	160	151
Backlog (MW)	420	370	N/R	N/R	370	370
Direct emissions (CO2 equivalent)					-	-
Indirect emissions (CO2 equivalent)					203	185
CO2 reduction (tons)	17 430	8 715	42 828	17 430	28 633	5 378

Industry and market data

This Prospectus contains statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Group's business and the industries and markets in which it operates. Unless otherwise indicated, such information reflects the Group's estimates based on analysis of multiple sources, including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third party sources, such as annual and interim financial statements and other presentations published by listed companies operating within the same industry as the Group, as well as the Group's internal data and its own experience, or on a combination of the foregoing. Unless otherwise indicated in the Prospectus, the basis for any statements regarding the Group's competitive position is based on the Company's own assessment and knowledge of the market in which it operates.

For the purpose of this Prospectus, industry and market data obtained from independent industry publications, market research, internal surveys and other publicly available information, has been used. Such data has not been verified by us. Neither, have our internal surveys been verified by independent sources. Thus, Cloudberry do not guarantee or assume any responsibility for the accuracy of the data, estimates, forecasts or other information taken from sources in the public domain.

The Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified.

Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus that was extracted from industry publications or reports and reproduced herein.

Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such data and statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market.

Prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospectus (and projections, assumptions and estimates based on such information) may not be reliable indicators of the Company's future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in Section 2 (Risk factors) and elsewhere in this Prospectus.

The following third-party sources have been used in this Prospectus:

• 1. Volue Insight (former Wattsight)
  2. a. Nordic Power Prices, see Section 6.5 (Nordic power prices).
  3. b. Long Term Price Forecast for Electric Power in the Nordic Countries, 2022 2050 September 2022 Edition. A detailed overview of the Nordic Power market including low, base and high cases for the next thirty years. The power curve (base case) and former versions of the same report is and will be used as input to Cloudberry's financial models.
  4. c. This source is not freely available

None of the third-party sources referred to above are incorporated by reference into or otherwise form part of this Prospectus.

Rounding

Certain figures included in this Prospectus have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented.

4.4 Cautionary note regarding forward-looking statements

This Prospectus includes forward-looking statements that reflect the Group's current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, such as the terms "anticipates", "assumes", "believes", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "should", "will", "would" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts.

Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial position, operating results and liquidity, and the development of the industry in which the Company operates, may differ materially from those made in, or suggested, by the forward-looking statements contained in this Prospectus. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur.

By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. For a nonexhaustive overview of important factors that could cause those differences, please refer to Section 2 (Risk factors).

These forward-looking statements speak only as of the date of this Prospectus. Except as required by Article 23 of the EU Prospectus Regulation or by other applicable law, the Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus.

5 DIVIDENDS AND DIVIDEND POLICY

5.1 Dividend policy

The Company's dividend policy is that the Company does not expect to pay any dividend in the short to medium term as the Company intends to use its profit for both organic and acquisitions related growth initiatives. The Company's long-term objective is to pay Shareholders consistent and growing cash dividends. Over time, the intention is to pay its Shareholders dividends representing 30 – 50% of free cash distributed from the producing power plant companies. However, there can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy.

In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will take into account legal restrictions, as further described in Section 5.2 (Legal and contractual constraints on the distribution of dividends) below, as well as the Company's capital expenditure plans, financial condition, restrictions following from credit arrangements or other contractual arrangement and the ability to maintain appropriate financial flexibility to meet the Group's strategic plans.

The Company has not paid any dividends on its Shares since its incorporation.

5.2 Legal and contractual constraints on the distribution of dividends

In accordance with the Public Companies Act, when proposing and determining the dividend amount, the Board of Directors must take into account the (i) Company's capital requirements, including capital expenditure requirements, (ii) the Company's financial condition, (iii) general business conditions and (iv) any restrictions that its contractual arrangements in force at the time of the dividend may place on its ability to pay dividends and the maintenance of appropriate financial flexibility. With a few statutory limited exceptions, the amount of dividends paid may not exceed the amount recommended by the Board of Directors.

Dividends may be paid in cash or in some instances in kind. The Public Companies Act provides the following constraints on the distribution of dividends applicable to the Company:

• Section 8-1 of the Public Companies Act regulates what may be distributed as dividend, and provides that the Company may distribute dividends only to the extent that the Company after said distribution still has net assets to cover (i) the share capital and (ii) other restricted equity (i.e. the reserve for unrealised gains and the reserve for valuation of differences). The Company's total nominal value of treasury shares which have been acquired for ownership or security, any receivables of the Company which are secured through a pledge over the Shares and the aggregate amount of credit and security which, pursuant to Sections 8-7 through to 8- 10 of the Public Companies Act fall within the limits of distributable equity are to be deducted from the distributable amount.
• The calculation of the distributable equity shall be made on the basis of the balance sheet included in the approved annual accounts for the last financial year, provided, however, that the registered share capital as of the date of the resolution to distribute dividend shall be applied. Following the approval of the annual accounts for the last financial year, the General Meeting may also authorise the Board of Directors to declare dividends on the basis of the Company's annual accounts.
• Dividends may also be resolved by the General Meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date not further into the past than six months before the date of the General Meeting's resolution.
• Dividends can only be distributed to the extent that the Company's equity and liquidity following the distribution is considered sound.

The time when an entitlement to dividend arises depends in accordance with the Public Companies Act on the resolution passed by the General Meeting regarding issuance of new shares. Normally, a subscriber of new shares in a Norwegian public limited liability company will be entitled to dividends from the time when the relevant share capital increase is registered with the Norwegian Register of Business Enterprises. There are no statutory limits in the Public Companies Act regarding lapse of dividend entitlement. However, subject to various exceptions, Norwegian law in general provides a limitation period of three years from the date an obligation is due. There are no dividend restrictions or specific procedures for non-Norwegian resident Shareholders to claim dividends. For a description of withholding tax on dividends applicable to non-Norwegian residents, see Section 17 (Taxation).

There are no dividend restrictions in any of the loan agreements for Cloudberry or its subsidiaries.

5.3 Manner of dividend payment

Any future payments of dividends on the Shares will be denominated in the currency of the bank account of the relevant Shareholder and will be paid to the Shareholders through the VPS.

Shareholders registered in the VPS who have not supplied the VPS with details of their bank account, will not receive payment of dividends unless they register their bank account details with the VPS Registrar.

The exchange rate(s) that is applied when denominating any future payments of dividends to the relevant Shareholder's currency will be the VPS Registrar's exchange rate on the payment date.

Dividends will be credited automatically to the Shareholders' bank accounts registered in the VPS or in lieu of such registered account, at the time when the Shareholder has provided the VPS Registrar with their bank account details.

Shareholders' right to payment of dividend will lapse three years following the resolved payment date for those Shareholders who have not registered their bank account details with the VPS Registrar within such date.

6 MARKET OVERVIEW

6.1 Introduction

An energy transition is ongoing: clean energy without greenhouse gas emissions is needed to address the climate challenge, meet the ambitions of the Paris Agreement, contribute to the UN Sustainable Development Goals as well as the European Green Deal. All of Europe is in the process of reducing carbon emissions in everything from households to industry. The most efficient way of getting emissions down globally is to reduce fossil fuelled electricity production from coal-, gas- and oil-fired power plants.¹ The reason why this is efficient is because of the huge existing emissions from the sector today, and because there are commercially available alternatives to produce electricity through renewable sources, that is primarily by the means of hydropower, wind power or solar PV. Wind and solar power production have seen significant cost reductions over the last decade due to scaling and technological development. At the same time electricity from CO2-emitting fossil-fuelled plants have grown more expensive due to increased pricing of CO2.² Hydropower has been commercially competitive all along, but rather naturally limited to certain mountainous regions where most economical potential is already built out or protected. However quite a few hydropower projects previously deemed un-economical are becoming competitive for buildout due to interconnectors to Europe, increase in long-term power price forecasts and their production profile that does not correlate to wind or solar.

Additionally, an efficient way of reducing emissions in other sectors is through further electrification, i.e. to electrify processes that use fossil fuels today such as replacing gas heating by heat pumps or petrol fuelled cars by electric vehicles. This ongoing electrification will further strengthen the demand for new renewable electricity.

Renewable hydro and wind energy resources in the Nordics offer local communities and continental Europe a more sustainable energy solution. The EU's Projects of Common Interest are key cross border infrastructure projects that link the energy systems between EU countries. Due to the interconnected electricity market, the new renewable production does not have to be located exactly where the outdated CO2-emitting power plants were. Cloudberry believes that an increased power interconnection capacity between the Nordics and Europe, will drive a sustained long-term increase in the demand for Nordic renewables and as such also the power prices.

After the Russian invasion of Ukraine on 24 February 2022, the European Union announced decisive steps to reduce its dependency on Russian oil and gas. About 40% of the gas used in the Union came from Russia³ , and in March 2022 EU announced the REPowerEU strategy with an aim to make Europe independent of Russian fossil fuels well before 2030⁴. The plan is, among other aspects, to speed up the green energy transition and increasing investments in renewable energy.

6.2 The shift toward renewable energy

There is a strong regulatory, environmental and economic push for the shift towards renewable energy. After the Russian invasion of Ukraine, energy security and non-dependency of Russian gas added further pressure to shift the economies of especially Europe towards a renewable future. On October 2022 EIA

¹https://www.iea.org/reports/world-energy-outlook-2022/an-updated-roadmap-to-net-zero-emissions-by-2050 (accessed 28 October 2022)

² https://www.barchart.com/futures/quotes/CKZ21 (accessed 28 October 2022)

³ https://www.bbc.com/news/science-environment-61497315 / (accessed 28 October 2022)

⁴ https://ec.europa.eu/info/strategy/priorities-2019-2024/european-green-deal/repowereu-affordable-secure-andsustainable-energy-europe_en (accessed 28 October 2022)

published its World Energy Outlook¹ highlighting how Europe is in the midst of a global energy crisis as countries adjust to a rapture of Russia-Europe energy flows. Further the report concludes that policy responses are fast-tracking the emergence of a clean energy economy with faster deployment of renewables and efficiency improvements in the European Union. This will bring down EU natural gas and oil demand by 20% this decade, and coal demand by 50%, a push given additional urgency by the need to find new sources of economic and industrial advantage beyond Russian gas.

The ongoing energy transition in Europe is driven by multiple key drivers such as technology development, policies and regulations and last but not least, individuals, businesses, capital markets and society responding to climate change and environmental issues. These drivers are having an increasing impact on energy supply and demand, and ultimately power pricing.

Technology development impacts the European energy outlook, the pace of the energy transition and the supply and demand of renewable energy. The levelised cost of energy ("LCOE") for renewables, particularly wind and solar, have dropped significantly over the last ten years. Further improvement in renewables' LCOE will increase the competitiveness of renewables compared to fossil fuels. A price on carbon will also promote renewable investments and give an economical signal to polluters who can either reduce emissions or pay for it.² Storage and battery technologies, both short-term and seasonal solutions, may also have a significant impact on the energy system. Storage in combination with renewable energy may lead to improved balance and offload the transmission system during peak demand periods. With the uncertain effects of the war in Ukraine on the energy markets in relation to energy security, and the subsequent phase-out of Russian gas, the need for both demand- and supply side flexibility as well as data driven integration of more production, Cloudberry sees a strengthened potential for Captiva and its data driven services and digital solutions across Europe. With further roll out of wind power across Europe, partly developed and financed by institutional investors, Cloudberry also see a further potential for a one-stop-shop on data driven technology-based operation and management services for Nordic renewables. Captiva's ability to provide a full scope basis with all activities necessary for asset owners, or module based to fit with and complement client organisation and in/outsourcing strategy, puts Captiva in an attractive position to capitalise on the growth.

The world's electricity production is expected to more than double with the share of electricity rising from 19% to 36% in the global energy mix over the next 30 years (DNV Energy Transition Outlook³ ), with solar and wind representing 69% of grid connected renewable electricity generation. With an 83% share of the electricity system in 2050, renewables are squeezing the fossil share of the overall energy mix to just below the 50% mark in 2050. Digital technology enabling smarter electricity use will increase energy efficiency. Digital technology is also expected to play an important role in balancing the energy system as more renewable and variable energy is connected to the grid. DNV concludes that in order to reach net-zero by 2050, leading regions and sectors will have to go much faster and OECD countries must reach net-zero by 2043 and negative thereafter.

The technology development within the electric mobility ecosystem is expected to impact the overall demand for electricity in general and clean electricity in particular. In the Road Traffic Information Council's (Nw.: Opplysingsrådet for veitrafikkens) statistic per September 2022⁴ , it is informed that 93.4% of all cars sold in Norway for year to date per September 2022 were either electric or hybrid, with pure electric cars accounting for 77.8%. The rapid shift towards low emission vehicles is explained by growing restrictions on the use of fossil fuel cars combined with financial incentives. It is thus an

¹ https://www.iea.org/reports/world-energy-outlook-2022/executive-summary(accessed 28 October 2022)

² https://www.worldbank.org/en/programs/pricing-carbon(accessed 28 October 2022)

³ https://www.dnv.com/energy-transition-outlook/download.html (accessed 28 October 2022)

⁴ https://ofv.no/bilsalget/bilsalget-i-september-2022 (accessed 31 October 2022)

example of how rapidly the demand for electricity can rise if incentives and regulations take effect. Europe is in a decarbonisation mode to meet EU's climate and emissions goals. On 21 April 2021, the European Commission welcomed a provisional agreement between the co-legislators on the European climate law. As one of the key elements of the European Green Deal, the European Climate Law enshrines the EU's commitment to reaching climate neutrality by 2050 and the intermediate target of reducing net greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels.¹

In Cloudberry's home markets, Norway targets at least 50% reduction in non-quota emissions compared to 1990 within 2030² while Sweden targets a 100% renewable power system by 2040 and net zero CO2 emissions by 2045.³ The EU Commission has a vision of secure, sustainable, competitive and affordable energy. This vision is paving the way for new EU strategies, policies and regulations such as the European Green Deal and the EU taxonomy for sustainable activities and more. The EU's climate and energy targets together with national emission targets drive both the supply and demand of renewable energy.

The EU Emission Trading System ("EU ETS") which regulates the price of carbon emissions is a central instrument in EU's climate policy. The carbon price impacts continental power prices directly through adding marginal costs to the production bids from gas and coal fired power plants. Indirectly the price levels of the continent are also affecting the Nordic prices, due to the interconnections. Cloudberry believes that tighter regulations of the carbon market will boost the demand for renewable energy, both directly but also indirectly through higher power prices. EU ETS saw a significant price increase throughout 2021, with a price increase from EUR 33 per MWh to EUR 87 per MWh during 2021⁴ . Prices continued to rise in 2022 until the outbreak of the war in Ukraine, which led to a significant drop. Prices have stabilised again at high levels around ~EUR 80 per MWh (as of 31 October 2022).

6.3 Supply and demand for Nordic electricity

As with all commodities within an open market, the price of electricity is a function of supply and demand. What is rather unique about electricity is the fact that it cannot be easily stored, and for every point in time there needs to be an exact match between supply and demand to keep the system stable. To keep this balance is the responsibility of the respective transmission system operators ("TSOs"), being Statnett in Norway and Svenska Kraftnät in Sweden. To ensure the current balance, Statnett uses balance markets to regulate consumption / production up or down, depending on the imbalance.

The unit for quantifying instant power consumed and produced is the watt (symbol: W); typically scaled up by either thousand (kW), million (MW), or even billion (GW). Energy is power consumed or produced over a certain period of time. A commonly used unit of electric energy would be the watt-hour (Wh), which equals the energy supplied from one watt over a full hour. Since a watt-hour is a very small unit it is usually scaled up to kilowatt-hours (kWh), megawatt-hours (MWh) or gigawatt-hours (GWh).

Supply

The Nordic region, and especially Norway and Sweden, has a very good starting point for leading the green transition due to the existing power production mix as well as other factors. This because both countries already produce more electricity than they consume in a normal year, the lion's share of which comes from sources not emitting CO2.

¹ https://ec.europa.eu/clima/policies/eu-climate-action\_en (accessed 31 October 2022)

² https://unfccc.int/sites/default/files/resource/LTS1\_Norway\_Oct2020.pdf (accessed 31 October 2022)

³ https://unfccc.int/sites/default/files/resource/LTS1\_Sweden.pdf (accessed 31 October 2022)

⁴ https://tradingeconomics.com/commodity/carbon(accessed 31 October 2022)

Both countries are blessed with vast hydropower resources and on a per capita basis they are the second and fifth largest worldwide.¹ Compared to consumption, Norway is covered in a normal year, whereas Sweden gets additional baseload energy from nuclear reactors. Additionally, both countries have great potential for building wind power due to windy climates, scarcely populated unutilised land, and vast coastlines. Also, since most of the existing (Norwegian) hydropower is actually flexible with water potentially stored in reservoirs for later use (comparable to a large-scale battery), the region can accommodate more intermittent wind power than most other regions.

The split of production between countries and production sources for 2021 is illustrated in the following figure. If seen also in relation with the next subsection on demand, one sees a substantial net export of power from the two countries amounting to more than 40 TWh, or 13% of supply, in 2021.

Electricity power supply 2021 (TWh)

Source: Figure based on Statistics Norway (SSB) Table 12824 and

https://www.energimyndigheten.se/nyhetsarkiv/2022/fortsatt-hog-elproduktion-och-elexport-under-2021/ (accessed 24 November 2022)

Demand

Due to the current and historical abundant supply of relatively cheap electricity both countries of Norway and Sweden sees high consumption numbers compared to their population.² The countries have a cold climate with a large share of electric heating that adds substantial consumption during winter months. In addition, both countries have a large share of power intensive industry. As can be seen in the following figure, households and services actually accounts for more than half of the total electricity consumption in the two countries. Norwegian electricity consumption in 2021 was approximately on the same level as Sweden, despite the country have just more than half the population. Most analysts and governmental agencies expect a high growth in electricity demand going forward, driven by

¹ https://ourworldindata.org/grapher/hydro-electricity-per-capita?tab=table(accessed 31 October 2022)

² https://ourworldindata.org/grapher/per-capita-electricity-consumption?tab=table (accessed 31 October 2022)

electrification of processes now run on fossil fuels, typically industries and transports, as well as by new industry establishments such as data centres, hydrogen and battery factories.1,2,3

Electricity consumption 2021 (TWh)

Source: Figure based on Statistics Norway (SSB) Table 12824 and https://www.energimyndigheten.se/nyhetsarkiv/2022/fortsatt-hog-elproduktion-och-elexport-under-2021/ (accessed 24 November 2022)

Interconnection, imports and exports

The Nordic transmission system is part of the transmission network in north-western Europe, which connects the Nordic region to one large synchronous power system (excl. western Denmark). Currently Norway and Sweden have direct connections towards Denmark, Finland, Netherlands, Poland, Lithuania, UK and Germany. The latest interconnection with Germany, the 1400 MW NordLink from Norway, was officially opened on 27 May 2021 after having been in trial operation since December 2020. The 1400 MW North Sea Link between Norway and the UK was completed in October 2021.

https://www.nho.no/contentassets/67d09fd17be24b91be4c05147e8d4d20/rapport-felles-energi--ogindustripolitisk-plattform-.pdf (accessed 31 October 2022)

²https://publikasjoner.nve.no/rapport/2021/rapport2021_29.pdf (accessed 31 October 2022)

¹NHO, LO, Industri Energi, Energi Norge and more:

³https://www.statnett.no/globalassets/for-aktorer-i-kraftsystemet/planer-og-analyser/lma/2021-07-02-lmaoppdatering.pdf (accessed 31 October 2022)

Source: Statnett, prior to completion of NordLink and North Sea Link

International interconnection, similarly to connections within country, increase the social welfare though improving both security of supply as well as competition. If one single country where to rely solely on their own wind and solar power production, they would need more than 100% backup capacity for windless nights or during wintertime when the sun does not shine. Through being interconnected with other countries, other production mixes and other weather patterns, the total system need for backup capacity decreases dramatically. For the Nordic countries this implies that our hydropower works as a large-scale battery towards continental Europe, storing water (by covering demand through import of electricity) when power prices are low and exporting power when the continent produce less energy as a result of shortage of wind and sun.

ENTSO-E¹ , the European Network of Transmission System Operators, was established in 2008 in order to coordinate closer cooperation across the national transmission systems and thus enable further integration of renewable energy sources into the power system, which is central to meeting the European Union's energy policy objectives of affordability, sustainability and security of supply.

Also within Norway and Sweden the TSOs have established price zones in order to achieve more socioeconomic pricing incentives. Typically, this implies power flow from lower priced northern price zones often limited by transmission bottlenecks towards the higher priced southern areas where most of the demand is.

¹ https://www.entsoe.eu/ (accessed 31 October 2022)

Source: https://www.statnett.no/om-statnett/bli-bedre-kjent-med-statnett/om-strompriser/fakta-om-prisomrader/ (accessed 31 October 2022)

6.4 Competitive landscape

When investigating the competitive landscape of Cloudberry, one must separate between the competition in owning power production assets versus in development of new production assets. Note also that there is a fragmentation of players across the Norwegian-Swedish border as well as in terms of technology, hydro versus wind, so in the Company's view there are no direct competitors with the exact same focus areas as Cloudberry. For information about the competitive landscape for Captiva, please see Section 6.4.3 (Competition within the market for independent service providers).

Competition within owning and operating power plants

The competitive landscape within upstream electricity production is characterised by the fact that most of the producing assets were built prior to the market deregulation. As such the ownership of existing supply is still dominated by publicly owned companies, led on by the state-owned giants of Norwegian Statkraft and Swedish Vattenfall, followed by regional integrated utilities. This is especially true for the large-scale hydropower, where ~90% of all Norwegian hydropower above 10 MW is publicly owned. Looking to the more recently built wind power or small-scale hydro, where ownership is not affected by neither legacy nor regulation, the picture is more nuanced. For instance, in Norway 60% of the wind power was held by private players as of April 2020.¹

Among these privately owned assets the last decade has seen consolidation, from local landowners and farmers, towards more professional players that run or outsource operations at scale. Typically, these

¹ https://www.regjeringen.no/no/dokumenter/meld.-st.-28-20192020/id2714775/?ch=8 (accessed 31 October 2022)

players are owned by international institutional investors, like for instance Aquila Capital behind Småkraft AS or BKW and EIP owning Fosen Vind alongside Statkraft and TrønderEnergi.

Recently there has also been quite some interest from companies that has been primarily oil- and gasbased focused. HitechVision has partnered with TrønderEnergi to establish a new Nordic renewable company Aneo¹ . Another example is the creation of Orrön Energy in 2022, after Lundin Energy divested its oil and gas business to Aker BP creating Orrön as the new renewable vehicle in the Lundin group² .

All else alike new entrants will add an upwards price pressure to the valuation of producing assets.

Competition within project development

Historically the regional or state-owned utilities has tended to develop projects in close vicinity to their existing assets, with examples being Finnmark Kraft and TrønderEnergi AS developing and building wind power in the north and middle of Norway respectively. Utility owned Zephyr AS is an exception working projects in all but their owners' region of South-Eastern Norway. Most of the larger Norwegian utilities have been hesitant to develop or invest in wind power, due likely to owner preferences and capital restrictions. The largest owner of Norwegian wind power, Statkraft, said back in March of 2019 that they will stop development of onshore wind in Norway after having completed their at that time permitted projects.³

Within onshore wind development there are as such most private players, that to a higher extent work unrelated to where their headquarters are located. OX2 AB, Arise AB, Eolus Vind AB, Rabbalshede Kraft AB, Norsk Vind Energi AS are all examples of privately owned wind developers that span several counties and even countries with their onshore wind portfolio. Further the newly established players Orrön Energi and Aneo represent new private players with a more flexible mandate. Also, within development there are some traditional oil and gas players coming along to get a hold on projects already in early phase, however Cloudberry believes it is most likely that they will develop such projects in collaboration with local partners, such as Cloudberry.

Competition within the market for independent service providers

There is a growing market for independent service providers (ISPs) in the Nordic market, driven by asset owners without in-house operations and management teams. Norwegian Zephyr and TrønderEnergi are examples of companies offering such services. On a general note, the Swedish ISP market is more mature than the Norwegian, especially on wind management.

The competition on data driven services and digital solutions is lower. The solutions are cost- and time consuming to develop, and there is, in Cloudberry's view, a significant first mover advantage. However, as the market further develops, one cannot rule out further competition emerging, either through existing players from other regions, or through Nordic ISPs developing new digital solutions in direct competition with Captiva.

6.5 Nordic power prices

Price formation and fundamental drivers

When talking about power prices in the Nordics people are usually referring to the day-ahead spot prices as calculated by the auction-based power exchange of Nord Pool. However, the wholesale market for

¹ https://www.aneo.com/(accessed 1 November 2022)

²https://www.orron.com/about-us/(accessed 1 November 2022)

³ https://www.dn.no/energi/statkraft-dropper-vindkraft-i-norge/2-1-574784(accessed 31 October 2022)

Nordic electricity consists of several layers with different and to some extent also competing marketplaces.

Looking chronologically through the electricity's path towards actual physical delivery, the first decision for a participant would be related to risk management and the uncertainties of future power price levels. Either through the use of a bilateral PPAs, or through utilising the central clearing service of Nasdaq Commodities, one can and will buy/sell financial products to limit the financial consequences of future spot prices. In order to forecast future power prices, market participants and analysts typically analyse the following market drivers:

• 1. Fuel and CO2 prices The most expensive producer needed in the common European market would almost always be a coal- or gas-fired power plant. The marginal cost tends to be the fuel cost of natural gas or coal, combined with the cost of accompanying CO2 emissions. This is implicitly also the assumed price levels of continental Europe.
• 1. Supply and demand balance Weather forecast for temperature (directly affects heating demand), precipitation and wind, hydrological balance (water in the reservoirs, snow in the mountains), current supply and demand availability (outages in nuclear power plants, large smelters, etc)
• 1. Cross-border trading capacities Current and coming availability on interconnections to higher or lower priced regions

Typically, the power price in the short-term is volatile and will be affected by short term changes in weather and availabilities. The longer view on power prices is more stable and dependent on long term view on fuel / CO2 prices, interconnection buildouts, and also the long-term marginal costs of building new renewable production and accompanying storage solutions.

Even though long-term power price forecasts have been relatively stable during 2021 and the start of 2022, the last year has seen an unprecedented rise in short to medium term prices. Whilst 2020 gave record low electricity prices in the Nordics, 2021 ended up with the highest power prices recorded for the three southernmost price areas of Norway, primarily driven by the significant price increase of fossil gas. The price increased further due to a dry year in Southern and Western Norway, which led to the highest power price, on average over the year, at EUR 61 per MWh. However, the price differences within the country were significant, with the northernmost price area (NO4) coming in at EUR 36 per MWh, and the three southernmost (NO1, NO2 and NO5) came in at EUR 76 per MWh.

The war in Ukraine has further elevated prices across Europe, primarily driven by a further price increase for fossil gas, as the European Union has said it will rid itself of the dependency of Russian gas. Fears over a supply constraint has pushed prices further up, resulting in unprecedented price levels with the southern price areas in Norway seeing prices above EUR 300 per MWh.¹

¹ https://e24.no/olje-og-energi/i/bGEWA3/aarets-dyreste-stroem-i-soervest-hopper-til-tre-kroner (accessed 1 November 2022)

Price expectations

In October 2021, NVE published its long-term power analysis report. A summary of the expected forward prices is presented in the figure below (presented in EUR/MWh). There are no updated reports released by NVE per the date of this Prospectus, i.e. the report is published prior to the Ukraine invasion causing the prices to temporarily spike as shown in the Volue projections further below. ¹

The figure below shows Volue's (formerly named Wattsight) analysis and price projections for Nordic power prices 2022 – 2050:²

¹ https://www.nve.no/energi/analyser-og-statistikk/langsiktig-kraftmarkedsanalyse (accessed 1 November 2022)

² Volue Insight, September 2022 report. Long Term Price Forecast in the Nordic Countries (2022 – 2050)

Both NVE and Cloudberry believe that the interconnectors from the Nordics to Europe will result in lower price differences to the continent/UK in the future. According to NVE's 2021 long term power report, real power prices in the Nordics are expected to increase due to higher climate targets, resulting in a higher CO2 price.¹

Both NVE's report and Volue's reports have very similar conclusions with NVE and Volue projecting long-term real power prices around EUR 50 per MWh. However, both Volue and NVE predicts differences in prices for the different price areas, in addition to Volue being updated with the 2022 spikes caused by the Russian invasion of Ukraine in their 2022 average.

However, the long -term effects on the power prices due to the Russian invasion of Ukraine are unclear due to the uncertainty around the European gas supply affecting gas prices. Volue notes in its March 2022 report that: "Gas is the fuel most directly affected by the invasion, due to Europe's reliance on Russian pipeline exports. Roughly 40% of Europe's gas consumption origins from Russia. The TTF April contract increased from €88/MWh on the day before the invasion to a close of €166/MWh on March 3rd, being a new record for an April contract. In response to the Russian aggression, Germany has halted the approval process for the Nord Stream 2. The pipeline could very well be permanently scrapped."

6.6 Other sources of revenue from power production

Sale of electricity certificates ("Electricity Certificates") and guarantees of origin ("Guarantees of Origin") are two other revenue sources for producers of renewable energy. In today's market, both revenue sources have minimal value in Cloudberry's financial models and is therefore only discussed briefly below.

Electricity Certificates

An Electricity Certificate is an electronic document granted to producers of new renewable electricity for each MWh of electricity they produce. From 1 January 2012 Norway and Sweden have had a common market for Electricity Certificates. Newly built renewable power plants which were put into operation by the end of 2021 are entitled to Electricity Certificates following certain criteria and

¹ https://www.nve.no/energi/analyser-og-statistikk/langsiktig-kraftmarkedsanalyse/(accessed 1 November 2022)

approvals. Power plants approved in the scheme will be awarded electricity certificates for up to 15 years. Even though Electricity Certificates have a potentially interesting option value, Cloudberry has put minimal value on certificates in the in-house financial models. Prices has dropped to close to zero value, and Cloudberry expects that to continue for the duration of the scheme.

Average, monthly spot price of el-certificates from latest published NVE report (NOK).

Source: https://www.nve.no/media/14086/1kv2022\_kvartalsrapport-for-elsertifikatordningen\_endelig.pdf (accessed 01 November 2022)

Guarantees of Origin

A Guarantee of Origin is an electronic document proving to a final customer that the corresponding 1 MWh of electrical energy was produced from renewable sources. The Renewables Directive 2009/28/EC specifies that all producers of renewable power have a right to receive Guarantees of Origin for their renewable power production. Guarantees of Origins are primarily traded bilaterally and as a consequence it is not a particularly transparent market. Historically, information in the market indicates that Guarantees of Origin are sold for a price between 1 and 3 EUR/MWh.¹ However as per the date of this Prospectus, the prices for Guarantees of Origin have increased significantly and are now trading around 7-9 EUR/MWh.² As the market is not transparent, the reason for the increase is uncertain but believed to be caused by low European renewable production in 2022 combined with strong demand. Cloudberry recently sold 115,000 MWh of its 2023 Guarantees of Origins production through a forward

¹ https://www.greenpowerhub.com/market-report/www.montelnews.com (accessed 1 November 2022)

² https://www.greenpowerhub.com/guarantees-of-origin/ (accessed 06 December 2022)

contract at a price of 9 EUR/MWh with delivery in December 2023. The Group sells some Guarantees of Origin in the market through its balancing service provider.

Balancing markets

Cloudberry has no particular flexible power producing assets and as such has indirectly more costs than revenue potential in the balancing markets. As per current strategy, Cloudberry utilised third parties for market operation of our assets, which includes both bidding and balancing services.

6.7 Regulatory framework

General

The Group complies with local and national laws and regulations in the countries in which it operates. Compliance with such laws and regulations is an important aspect of the Group's ability to continue its current operations.

The laws and regulations to which the Group is subject govern, among other things, management of water and wind resources, construction and operation of power plants and transmission and sale of electricity, the protection of the environment and natural resources, and the remediation of environmental contamination. The operations require the Group to obtain and comply with the terms and conditions of public permits and licenses, some of which are difficult and costly to obtain and could be subject to legal challenges.

Environmental standards applicable to the Group are established by the laws and regulations that apply in the countries in which the Group operates, standards adopted by regulatory agencies and the permits and licenses. Violations of these laws, regulations or permits and licenses may result in substantial civil and criminal fines, penalties, and possibly orders to cease the violating operations or to conduct or pay for corrective works. In some instances, violations may also result in the suspension or revocation of permits and licenses.

The risk of substantial environmental costs and liabilities is inherent in industrial operations, including the industries in which the Group is operating.

The EU has for many years taken steps to open the electricity market for competition. Already back in 1996, the 1996 Electricity Market Directive (96/92/EC) was adopted, which set out common rules for the internal market in electricity. This was the first step towards an open, common European electricity market. This directive has been revised several times. In June 2019, a Fourth Energy Package was adopted consisting of one directive (Electricity Directive (2019/944/EU) and three regulations: the Electricity Regulation (2019/943/EU), the Risk-Preparedness Regulation (2019/941/EU) and the Agency for the Cooperation of Energy Regulators (ACER) Regulation (2019/942/EU). The Fourth Energy package introduces new electricity market rules to meet the needs of renewable energies and to attract investments. It provides incentives for consumers and introduces a new limit for power plants to be eligible to receive subsidies as capacity mechanisms. It also makes it a requirement for the Member States to prepare contingency plans for potential electricity crises and increases the ACER's competences in cross-border regulatory cooperation when there is the risk of national and regional fragmentation.

The Renewable Energy Directive (2009/28/EC) establishes an overall policy for the production and promotion of energy from renewable sources in the EU. It requires the EU to fulfil at least 32% of its total energy needs with renewable energy by 2030.

In December 2018, the recast Renewable Energy Directive 2018/2001/EU entered into force, as part of the clean energy for all Europeans package, aimed at keeping the EU a global leader in renewables and, more broadly, helping the EU to meet its emissions reduction commitments under the Paris Agreement.

The recast directive moves the legal framework to 2030 and sets a new binding renewable energy target for the EU for 2030 of at least 32%, with a clause for a possible upwards revision by 2023 and comprises measures for the different sectors to make it happen.

The recast Renewable Energy Directive 2018/2001/EU also extends the Guarantee of Origin Scheme until 2030. Further, acknowledging that permitting processes can be an obstacle to renewable energy projects in general, and of wind power in particular, the EU has addressed this issue in the revised Renewable Energy Directive (2018/2001/EU), which includes provisions that aim to simplify permitting processes.

Overview of legal framework for key activities in Norway

Production, conversion and transmission of energy in Norway is subject to the Norwegian Energy Act of 29 June 1990 no. 50, which provides a framework for competition in production transferring and trading of electricity. The act provides key regulations for the marketplaces of electrical energy, responsibility for system operation, energy planning and electricity supply quality. Further, the act prescribes a compulsory license for the construction of wind farms and hydroelectrical power plants exceeding a certain size and capacity. The Norwegian Energy Act also requires that a trading license must be obtained before a power plant can deliver electricity to the grid.

To construct, own and operate a wind farm in Norway, a facility license under to the Norwegian Energy Act is required. In addition, the wind farm must comply with the local municipal zoning regulations, which is normally achieved by obtaining a dispensation from the zoning plan in question. Prior to construction, a detail plan and an environmental, transport and construction plan must be approved by the NVE. Ultimately, permits must be obtained for any additional measures outside of the planning area (as described in the facility license).

On 8 April 2022 the Ministry of Petroleum and Energy announced that the processing of applications for new onshore wind projects were to resume. It is a requirement for processing that the host municipality supports the project. The Ministry also announced that the processing will include more stringent requirements and greater emphasis on local participation in the licensing process. The Ministry has also stated that it intends to continue the process for regulatory revisions as decided by the Norwegian Parliament in 2020 (cf. Meld. St. 28 (2019-2020)). The key item in these revisions were the implementation of planning and construction of onshore wind farms in the Planning and Building Act. As of the time of this Prospectus, the new set of policy and regulations are yet to be announced. The current expectations are that a public hearing for the necessary legislative changes will be conducted in Q1 2023.

Norwegian wind farms have until now only been subject to ordinary taxation. The Company is subject to corporate tax of 22% and 21.8% in Norway and Sweden respectively. Norwegian wind farms have historically only been subject to ordinary taxation, including property tax where applicable. However, with effect from 1 July 2022, the Norwegian government implemented a production fee on power from wind farms at NOK 0.01/kWh (approx. 1 EUR/MWh). In October 2022 it was proposed that the production fee is increased to NOK 0.02/kWh (approx. 2 EUR/MWh). With respect to land-based wind farms (both existing and new) which are subject to license requirement and hydropower plants with an installed effect of minimum 1 MW, the Norwegian government has proposed to introduce a high price contribution tax levied on energy sold at a price above NOK 0.70/kWh at a rate of 23%, with effect from 1 January 2023. The high price contribution tax is not expected to be deductible in the calculation of corporate income tax or resource rent tax. Further, the Norwegian government has informed that they plan to introduce a resource rent tax and natural resource tax for land-based wind farms (both existing and new) which are subject to license requirement, with effect from 1 January 2023. The Norwegian government's plan is to publish a consultation paper during the autumn of 2022, and for the Parliament to resolve legislation relating to the new taxation during spring 2023.

In order to make use of water for energy production, the developer must have the ownership rights to the waterfall. For small-scale hydropower projects the developer is required to obtain a license under the Norwegian Concession Act of 28 November 2003 no. 98 to acquire such rights. For larger hydropower a non-state developer is required to obtain a license under the Norwegian Waterfall Rights Act of 14 December 1917 no. 16 (Nw.: vannfallsrettighetsloven) to acquire such rights. Such licenses are privilege to companies that must be at least two-thirds publicly owned. The Group's hydro power plants are all small-scale projects below the threshold for a license under the Waterfall Rights Act.

Energy projects of small scale may also be subject to the Water Resources Act, under which a license containing conditions to ensure compensation for damage or to mitigate damage may be issued.

Furthermore, the regulation of river systems will be subject to the Watercourse Regulation Act as of 14 December 1917 no. 17. In order to regulate flow in a river or transfer water between river systems for utilization in power generation above a certain threshold, a license under the Watercourse Regulation Act is required.

The EU Water Framework Directive (2000/60/EC) has been implemented in Norwegian law through the Water Management Regulations, which were adopted under the Planning and Building Act of 27 June 2008 no. 71, the Water Resources Act of 24 November 2000 no. 82 and the Pollution Control Act of 13 March 1981 no. 6. The regulations stipulate provisions on river basin management plans, whose objective is to safeguard the ecological status of coastal waters, rivers and lakes.

Various other acts do also provide relevant legislation for the management of water and wind resources in Norway, such as the Expropriation Act of 23 October 1959 no. 3, the Cultural Heritage Act as of 9 June 1978 no. 50, the Competition Act of 5 March 2004 no. 12, the Consumer Purchases Act of 26 June 2002 no. 34 and the Public Administration Act as of 10 February 1967.

Overview of legal framework for key activities in Sweden

With regard to the legal framework for the operations in Sweden, the permitting process for wind farms is regulated by the Swedish Environmental Code, which stipulates different procedures depending on whether the wind farm is classified as mid-sized or large. Further, in case of infringement of a protected area under the Environmental Code, a permit must be obtained. If the wind farm is built on or close to an ancient monument, the developer is also required to have a permit in accordance with the Swedish Cultural Heritage Act.

Land rights for wind farms are normally obtained through leasehold or freehold (ownership). The rights of passage and wiring on another property can be secured by registering an easement on the property over which it passes. In case the landowner cannot agree on the right of passage, an administrative procedure may grant such rights.

Political risks associated with Guarantee of Origin schemes could adversely affect the Group's business and income

In accordance with EU legislation, power plants in the EEA may get approved for Guarantees of Origin for five years at a time. Energy suppliers may buy such Guarantees of Origin from the power producer in order to guarantee its customers that the delivered energy is produced from renewable sources.

The relevance of the latest revision of the current European Renewable Energy Directive is currently being assessed by the EEA/EFTA. The revision seems to extend the Guarantee of Origin scheme, although no decision has been made. The future of the scheme is thus subject to political risk, which in turn may affect the Group's business, income and financial condition.

7 THE BUSINESS OF THE GROUP

7.1 Introduction

Unless otherwise stated, this Section provides an overview of the Group's business as of the date of this Prospectus. The following discussion contains forward-looking statements that reflect the Company's plans and estimates (please refer to Section 4.4 (Cautionary note regarding forward-looking statements) above regarding forward-looking statements) and should be read in conjunction with other parts of this Prospectus, in particular Section 2 (Risk factors).

The Company was established in November 2017 and is the parent company of the Group. The Group owns and develops Nordic renewable energy assets. The Company currently has three direct subsidiaries to reflect its business segments, Cloudberry Production AS ("CB Production"), Cloudberry Develop AS ("CB Develop") and the operating segment Captiva Group ("Captiva") where Cloudberry is a 60% owner.

A group chart with a full overview of the Company's subsidiaries is set out in Section 14.2 (Legal structure).

CB Develop develops hydro and wind power assets with the help of externally sourced construction partners. CB Develop holds, through a number of subsidiaries, a stake in a significant development portfolio with renewable assets both in Sweden and Norway. Post development, certain assets are kept by the Group through an intra-group transfer to CB Production while others are sold to third parties.

CB Production acquires and holds the producing hydro and power assets through special purpose vehicles with the help of externally sourced operating partners.

Captiva is a data-driven operator, manager and developer of renewable energy in the Nordics. The company also manages and advices third party clients with their Nordic renewable assets. Cloudberry is a 60% owner of the Captiva Group.

The illustration below provides an overview of the portfolio as of 25 October 2022:

(1): Asset portfolio per reporting date 25 October 2022 with proportionate ownership to Cloudberry. (2): Stenkalles project: 50% ownership-based on sale of 50% of project to Hafslund AS. Kafjarden project. Based on full capacity of 40 MW. Duvhällen project included as 60 MW – Cloudberry has grid capacity permit for 30 MW and has applied for increased grid capacity to match the construction permit. Munkhyttan project, included as 18 MW (not including option for Munkhyttan II). The Company (excluding Captiva) has offices in Oslo, Norway (headquarter), Karlstad, Sweden, Eskildstuna, Sweden and Gothenburg, Sweden. As of the date of this Prospectus, 9 of the employees are located in Oslo, 8 in Karlstad/Eskilstuna and 3 employees in Gothenburg.

The Captiva Group has four offices in Norway, in Oslo, Lillestrøm, Horten and Porsgrunn and one office in Bern, Switzerland. Captiva has a total of 41 employees where 18 are in the Oslo office, 10 in Lillestrøm, 8 in Horten, 3 is in Porsgrunn and 3 in Bern.

7.2 Overview of the Group's operations and activities

Cloudberry's portfolio of power producing assets and secured assets under construction consists of 28 hydropower and 3 wind power assets, with a total capacity of 156 MW (127 MW is currently in production and the remaining 29 MW under construction). The Group also owns 100% of four additional construction permits, which if completed will grow the total portfolio to 324 MW. Below is an illustration of the status of the assets per last reporting date showing the net capacity to Cloudberry.

The 28 hydropower assets are Finnesetbekken (1 hydro asset), Forte (15 hydro assets), Selselva (1 hydro asset), Nessakraft (1 hydro asset), Bjørgelva (1 hydro asset), Usma (1 hydro asset), Åmotsfoss (1 hydro asset), Tinnkraft (1 hydro asset), Bøen I & II (2 hydro assets), Skåråna (2 hydro assets), Ramsliåna (1 hydro asset) and Kvemma (1 hydro asset). The three wind power assets are Røyrmyra (1 wind asset), Odal (1 wind asset) and Hån (1 wind asset).

The four projects with construction permits are Kafjärden (1 wind asset), Munkhyttan (1 wind asset), Duvhallen (1 wind asset) and the shallow-water project Stenkalles (1 wind asset). Below is more detailed information about the assets.

				Total		Net	Est. net	Concession	Land lease
Project	Technology	Location	Price area	capacity (MW)	Owner ship	capacity (MW)	production (GWh p.a.)	(remaining years)	(remaining years)	Status
Fi nnes etbekken	Hydro	Norwa y NO-5		1	100 %	1	3	> 100	40	Producing
Røyrmyra	Wind	Norwa y NO-2		2	100 %	2	8	20	45	Producing
Forte (5 a s sets , NO-2)	Hydro	Norwa y NO-2		26	34 %	8	29	> 100	Avg. 38	Producing
Forte (4 a s sets , NO-3)	Hydro	Norwa y NO-3		19	34 %	6	21	> 100	Avg. 49	Producing
Forte (6 a s sets , NO-5)	Hydro	Norwa y NO-5		33	34 %	11	37	> 100	Avg. 53	Producing
Sel s el va	Hydro	Norwa y NO-3		5	100 %	5	20	> 100	59	Producing
Nes s a kra ft	Hydro	Norwa y NO-5		9	100 %	9	34	> 100	49	Producing
Bjørgelva	Hydro	Norwa y NO-4		3	100 %	3	7	> 100	59	Producing
Us ma	Hydro	Norwa y NO-3		9	100 %	9	26	> 100	> 100	Producing
Åmotfos s	Hydro	Norwa y NO-2		5	100 %	5	23	> 100	> 100	Producing
Ti nnkraft (new, 2022)	Hydro	Norwa y NO-2		2	100 %	2	6	> 100	60	Producing
Bøen I & II (new, 2022)	Hydro	Norwa y NO-2		6	100 %	6	18	> 100	42	Producing
Ra ms l iå na	Hydro	Norwa y NO-2		2	100 %	2	6	> 100	50	Producing
Skåråna (2 as s ets )	Hydro	Norwa y NO-2		4	100 %	4	14	> 100	40	Producing
Oda l Vi nd	Wind	Norwa y NO-1		163	33.4 %	54	176	30	30	Producing (> 90%)
Hån	Wind	Sweden	NO-1	21	100 %	21	74	32	32	5 of 5 turbi nes erected
Kvemma (new, 2022)	Hydro	Norwa y NO-5		8	100 %	8	20	> 100	40	Cons t/Prod. H1 2024
Total 1 (Producing/under cons tr.)			317		156	522
Kafjarden (new, 2022)*	Wind	Sweden	SE-3	40	100 %	40	90	30		30 Permit/final procurement
Munkhytta n (new, 2022)	Wind	Sweden	SE-3	18	100 %	18	60	30		30 Permit/final procurement
Stenka ll es (Va nern)**	Offs hore	Sweden	SE-3	100	50 %	50	164	> 100		> 100 Permit/final procurement
Duvha lll en	Wind	Sweden	SE-3	60	100 %	60	165	27	27	Constr. permit
Total 2 (incl. cons tr. permit)				535		324	1 001

* Project capacity 32 - 40 MW pending final turbine selection

** Based on final agreement with Hafslund AS signed Sept. 2022 (sale of 50% of project)

Concessions from the NVE are granted without a time limit, and "remaining years" in the table above is related to the remaining years of the lease period in the agreements with the landowners. The majority of the lease agreements with landowners have mechanisms for extension beyond the initial lease period.

The Group also holds a backlog of exclusive projects under development (420 MW and 15 projects) and a pipeline of non-exclusive projects of > 2,500 MW (including hydro, on- and offshore wind in Norway and Sweden). These projects are not shown in the table above; please refer to Section 7.5 (Cloudberry Develop AS, operations and activities) for further details.

7.3 Recent M&A Activities

In the period since 1 January 2021, the Group has been involved in a large number of M&A transactions, as further described below in this Section 7.3.

Transactions completed in 2021

Acquisition of 100% of the shares of Selselva Kraft AS

In December 2020, Cloudberry Production AS entered into an agreement to acquire 100% of the shares of Selselva Kraft AS, which owns a power producing hydropower plant with expected annual production of 20 GWh. The transaction was completed in on 13 January 2021. The plant is generating revenue. The total purchase price of NOK 65 million was paid in cash and was equity financed.

Acquisition of 100% of the shares of Skåråna Kraft AS

In December 2020, Cloudberry Production AS entered into an agreement to acquire 100% of the shares of Skåråna Kraft AS, which is the owner of two hydropower plants. The power plants commenced production in third quarter 2022 and are expected to have an annual production at a normalised level of 14 GWh. The transaction was completed in February 2021. The purchase price was originally NOK 23.7 million, of which NOK 17.0 million was settled in cash, while NOK 6.0 million was held back since the purchase price is subject to adjustments in case of cost overruns related to construction projects. As per the end of third quarter 2022, there have been cost overruns exceeding NOK 6.0 million, and hence there will be no final settlement with the seller.

Acquisition of 100% of the shares of Nessakraft AS

At the time the Company acquired Cloudberry Production AS in February 2020, Cloudberry Production AS had already agreed to acquire 100% of the shares of Nessakraft AS. Nessakraft AS consists of a producing hydropower plant with expected annual production of 34 GWh. The transaction was completed in June 2021. The purchase price amounted to NOK 79.0 million, which was paid in cash and was equity financed.

Acquisition of 100% of the shares of Bjørgelva Kraft AS

At the time the Company acquired Cloudberry Production AS in February 2020, Cloudberry Production AS had already agreed to acquire 100% of the shares of Bjørgelva Kraft AS. Bjørgelva Kraft AS owns a producing hydropower plant with expected annual production of 7 GWh. The transaction was completed in June 2021. The purchase price amounted to NOK 10.8 million, which was paid in cash and equity financed.

Acquisition of additional 18.4% of the shares of Odal Vind AS

In December 2020, Cloudberry Production AS entered into an agreement to acquire up to 33.4% of the shares of Odal Vindkraftverk AS (now Odal Vind AS). Odal Vind AS owns a wind farm in production (33 of 34 turbines operational) located in Nord-Odal municipality in Norway. The wind farm (100% basis) has an installed effect of 163 MW with an annual expected production of approximately 500 GWh.

The Group completed the acquisition of 15% of the shares in December 2020. In July 2021, Cloudberry Production AS exercised its option to increase its shareholding from 15% to 33.4%. The purchase price for the additional 18.4% of the shares amounted to NOK 239.7 and was settled with cash and equity financed.

Acquisition of 100% of the shares of Usma Kraft AS

On 20 August 2021, Cloudberry Production AS agreed to acquire 100% of the shares of Usma Kraft AS. Usma Kraft AS consists of a producing hydropower plant located in Selbu in Trøndelag, Norway, with an annual production of approximately 25.5 GWh. The transaction was completed on 20 August 2021. The purchase price amounted to NOK 82.9 million, which was paid in cash and equity financed.

Acquisition of 100% of the shares of Åmotsfoss Kraft AS

In September 2020, Cloudberry Production AS agreed to acquire 100% of the shares of Åmotsfoss Kraft AS, a company owning a producing hydropower plant located in Nissedal in Telemark, Norway. The hydropower plant has an estimated annual production of 22.7 GWh. The transaction was completed 1 December 2021. The purchase price amounted to NOK 91.4 million, which was paid in cash and was equity financed.

Transactions completed in 2022

Acquisition of 60% of the shares of Captiva Digital Services AS

The Company acquired 60% of the shares of Captiva Digital Services AS on 7 January 2022. Captiva Digital Services AS is the sole shareholder of (i) Captiva Asset Management AS, (ii) Captiva Digital Solutions AS and (iii) Captiva Energi AS, with subsidiaries and related companies (together the "Captiva Group"). The Captiva Group's primary activity is development of hydropower projects and operation of power plants. Pursuant to the share purchase agreement, Cloudberry has the right, but not an obligation, to acquire the remaining 40% of the shareholding of Captiva Digital Services AS at a predetermined price by 30 June 2025.

The agreed enterprise value for the Captiva group was NOK 160 million (on 100% basis) on a cash- and debt free basis, taking into account normalised working capital. The purchase price for 60% of the shares amounted to NOK 101 million, which was settled (i) by a cash payment of NOK 50.5 million and (ii) by issuance of 3,484,041 new shares in the Company at a subscription price of NOK 14.50 per share, equal to approximately 1.46% of the total issued and outstanding shares in Cloudberry following completion of the transaction.

Acquisition of 100% of the shares of Tinnkraft AS

On 1 February 2022, Cloudberry Production AS completed its acquisition 100% of the shares of Tinnkraft AS, which owns a producing hydropower plant located in Tinn municipality, Norway, with an annual production of 7 GWh. The purchase price amounted to NOK 27.7 million and was paid with cash settlement.

Acquisition of 100% of the shares of Munkhyttan Vindkraft AB

On 3 February 2022, Cloudberry Utveckling II AB acquired 100% of the shares of Munkhyttan Vindkraft AB. Munkhyttan Vindkraft AB consist of a late-stage wind power development project located in the municipality of Lindesberg in the SE3 price area of Sweden. Munkhyttan is a project with construction permit for 18 MW. Cloudberry has also secured an option to acquire additional 18MW project Munkhyttan II, on the same terms. This project is in the process of obtaining required concessions.

The purchase price for Munkhyttan Vindkraft AB amounted to SEK 20 million, of which SEK 14 million was paid at completion and the remaining SEK 6 million will be paid when the project reaches commercial operations date.

Acquisition of the Kafjärden project

On 28 January 2022, the Company entered into an asset purchase agreement regulating the acquisition of the Kafjärden project through its subsidiary Oxenstierna Vind AB. The Kafjärden project consists of certain existing assets, rights and liabilities related to a proposed wind park to be located in the municipality of Eskilstuna, Sweden, comprising of nine turbine locations including permits to construct and install up to nine wind turbines.

The asset transfer was completed 18 March 2022 at a fixed purchase price of SEK 3 million. An additional purchase price may become payable depending on the final outcome of the on-going development of the project. Such payment is subject to a final investment decision being made by Cloudberry.

Acquisition of 100% of the shares of Ramsliåna Kraftverk AS

In March 2021, the Group entered into an agreement to acquire 100% of the shares in Ramsliåna Kraftverk AS, a hydropower plant in Flekkefjord, Norway with an expected annual production of 6 GWh. The plant was connected to the grid in December 2021 and the transaction was completed on 30 March 2022, after a three-month commissioning period. A preliminary purchase price amounted to NOK 5.7 million which was settled with cash. The purchase price is subject to adjustments based on the normal production level calculated 24 months after the date of completion.

Acquisition of 100% of the shares of RE Energi AS

In February 2022, Cloudberry Production AS made a proposal to all shareholders of RE Energi AS regarding the purchase of minimum 68% of the shares in the company. The purchase price per share was equal to the nominal value amount of NOK 1 per share. The purchase price will be subject to future adjustments conditional upon the development and construction of a hydro power plant located in Gloppen municipality in Vestland, Norway.

At the date of this Prospectus, Cloudberry Production AS has completed the acquisition of 100% of the shares at a purchase price of NOK 0.1 million. In addition, Cloudberry has invested NOK 3.0 million in a capital contribution in the company.

Acquisition of 100% of the shares of Bøen Kraft AS

In June 2022, Cloudberry Production AS acquired 100% of the shares of Bøen Kraft AS. Bøen Kraft AS consists of the two hydro power plants Bøen 1 and 2, with the former in operation since 2006, and the latter from 2016. The expected average combined production of the two plants located in Hjelmeland, Rogaland is 17 GWh per year. The plants are located in the NO2 price area.

In addition to the operating plants, a third license application is expected to be filed during 2022. If the application proves successful, Bøen 3 will be built with a dam at the outlet of Kaldavatnet, thus adding flexibility of production to also Bøen 1 and 2, both situated downstream from the planned Bøen 3 plant. The Bøen 3 plant is planned with an expected annual production of 5 GWh, pending license approval.

The acquisition was completed on 9 June 2022. The total purchase price was NOK 101.7 million, of which NOK 16.2 million was settled through issuance of 935,020 new shares in the Company at a subscription price of NOK 17.32 per share.

Increase of ownership from 25.01% to 51% in Enestor AS

On 17 June 2021, Captiva Asset Management AS entered into an agreement to acquire up to 51% of the shares of Enestor AS. Captiva Asset Management AS completed the initial purchase of 25.01% of the shares in June 2021 and increased its ownership in Enestor AS from 25.01% to 51% in June 2022.

The transaction for the additional 25.99% of the shares was completed on 30 June 2022 for a purchase price of NOK 4.65 million.

Sale of 100% of the shares of Jåstadkraft AS

On 15 June 2022, Captiva Energi AS agreed to sell 100% of its shares of Jåstadkraft AS. The sale was completed on 30 June 2022 for a price of NOK 21 million.

Sale of 50% of the shares of Stenkalles Holding AS

On 6 July 2022, Cloudberry Develop AS agreed to sell 50% of the shares of Stenkalles Holding AS to Hafslund Vekst AS ("Hafslund") with the intention to form a 50/50 joint venture with Hafslund. Stenkalles Holding AS indirectly owns the 100 MW shallow-water wind development project Stenkalles Grund in the lake of Vänern in south-central Sweden (SE3).

The sale was completed on 19 September 2022 for an initial purchase price of NOK 16.2 million. In addition, Cloudberry will be entitled to an earn-out payment depending on the success of the project at the commercial operation date.

Transactions agreed, but not completed at the date of this Prospectus

Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS

On 1 February 2022, the Group entered into an agreement to acquire 100% of the shares of Øvre Kvemma Kraftverk AS, which owns a hydropower plant under construction located in Lærdal municipality, Norway. The hydropower plant has an estimated annual production of 19.4 GWh, which is expected to commence during H1 2024. The transaction is expected to be completed in H1 2024 once the construction of the power plant has been completed and following a successful commissioning period. The purchase price is estimated to NOK 124 million, adjusted for net debt at completion. At the entering of the agreement NOK 12.4 million (10% of the estimated purchase price) was transferred to an escrow account.

7.4 Cloudberry Production AS, operation and activities

Overview

CB Production is focused on owning renewable energy projects in the Nordics with long-term cash flow expectations. The Group has long experience from managing power plants and technical suppliers. CB Production has focused on building a scalable platform with relatively low overhead costs and outsources construction, operations and maintenance of its power plants.

Construction, operation and maintenance are normally outsourced to selected experienced local utility partners and turbine manufacturers, securing access to well proven technological solutions, local presence and sharing in their economies of scale. CB Production's hydro plants are currently operated by Captiva. Outsourced operational tasks include inter alia continuous monitoring, 24h emergency central and local monitoring/servicing, planned servicing and optimisation of daily production (including daily weather monitoring).

Due to technological development, most of the plants are equipped with sensors and surveillance systems in order to minimise operations and maintenance costs. Operations and maintenance costs typically account for approximately 10% of revenue (slightly lower for the hydro power assets and slightly higher for the wind assets), property tax normally 0.7% of book values and other cost (insurance, accounting etc.) approximately 1% of the revenue. Wind assets in Norway do also have a production fee to the local municipalities of about EUR 2 per MWh.

Land lease agreements vary between the hydro projects and are specified in the table under Section 7.2 (Overview of the Group's operations and activities). In some agreements, the land-lease cost is normally 10% of revenue, while in other contracts a minimum net equity return of typically 4%-7% is secured before the upside is shared between Cloudberry and the landowner(s). For the wind projects, the landlease cost is 4% of the revenue.

With regard to construction of new plants, the Group prefers to outsource construction in order to minimise overhead costs, secure high quality expertise and minimise project risk.

The market for construction of hydropower plants in Norway is mature and has developed over the last 100 years. The market for construction of wind power plants is less mature,but has developed significantly over the last decade. CB Production's experience is that high quality expertise is available, pricing is competitive, and benchmarking is relatively manageable. A majority of Cloudberry's hydro plants are new.

A power plant's revenue is sourced through the sale of power, Electricity Certificates and Guarantees of Origin. Revenue equals volume produced multiplied by the price of power, Electricity Certificates and Guarantees of Origin. 98% of all electricity produced is currently sold in the spot marked.

Water volumes in the rivers over time and high consistent wind speeds are important input factors for volume produced, while the power price is the most sensitive price input (please refer to Section 6.3 (Supply and demand for Nordic electricity) for information regarding expected long term power prices in the Nordics). CB Production borrow water and wind resources from landowners, and act as a longterm owner and steward of land, wind and water resources. Access to the land is secured through longterm lease agreements with the landowners.

By the latest reporting date, 25 October 2022, CB Production had a production portfolio of 127 MW in operation. Cloudberry's historical production volumes has been 172 GWh (three first quarters of 2022), 117 GWh for 2021 and 21 GWh in 2020. Annual production is expected to increase considerably in 2023, following acquisitions made in 2021-2022, as well as the completion of several power plants under construction (please refer to Section 7.2 (Overview of the Group's operations and activities) for further details related to the portfolio).

Construction projects

Cloudberry has one wind project (Hån) and one hydropower plant (Øvre Kvemma) under construction. Below is a closer description of the two projects under construction.

The construction of Hån commenced on 2 August 2021. The construction work is on schedule and within budget. The project is located in Årjäng municipality, Sweden, and is planned with an installed capacity of 21 MW. The wind turbine consists of five Vestas V150 4.2 MW turbines with a total height of 200 meters. They are expected to provide an annual production of 74 GWh. The power will be delivered to the Norwegian power grid (NO1, Oslo price area). All five turbines are currently erected, and electrification and testing has started. Revenue generating production is expected from the end of 2022.

The hydro project Øvre Kvemma is located in Lærdal municipality, Norway. The estimated, annual power production is 19 GWh (8 MW). Cloudberry secured the project in early 2022 and the construction has just started. Cloudberry will not take construction risk and expects to have financial close in H1 2024 once the power plant is completed and after a commissioning period.

Power prices in 2021 and 2022

During 2021 and 2022, Europe, and the Nordics, have seen record high power prices, primarily driven by the lack of energy in the European market. The energy prices have been driven up by the war in Ukraine and lack of gas, strong increase in the CO2 prices, little rain in southern parts of Norway and less-than-normal wind across Europe. For the year 2021, the Nordic System price ended at above EUR 62 per MWh. For the first three quarters in 2022 the Nordic System price ended at EUR 171 per MWh the highest ever recorded price. However, the internal price difference between the regions were at record levels due to significant variations in perception levels. In 2022 the power price in the Oslo area (price region NO 1) was EUR 242 per MWh while in the northern area (price region NO 4) only EUR 35 per MWh.

During 2021, about 90% of Cloudberry's power sale was sold at spot prices. So far in 2022, 98% of Cloudberry's power production is exposed to spot prices.

7.5 Cloudberry Develop AS, operations and activities

Overview

Cloudberry Develop AS develops hydro and wind power assets from early stage through to obtaining construction permits. Assets developed are then sold, either to Cloudberry Production AS or wholly or partly to third parties.

Cloudberry Develop AS is focused on growing and improving the Nordic backlog of renewable projects. The company has a dynamic approach to the project backlog portfolio and projects will either be developed, sold or discontinued based on the projects' characteristics and prospects for further development.

Cloudberry Develop AS is also focused on the early phase planning, procurement and project oversight while construction is outsourced to third parties.

On-shore development projects

Projects with construction permit

Cloudberry Develop AS currently has four main onshore development projects with construction license; project Kafjärden (20 – 40 MW, expected 32 MW (90 GWh)), project Munkhyttan (18 MW), project Duvhällen (30 – 60 MW) and the shallow-water project Stenkalles (100 MW).

Kafjärden is located in Eskilstuna municipality (SE 3 region). The project has a construction permit and parts of the infrastructure is already in place including roads, crane pads, foundations and power grid. Cloudberry is currently optimising the project (expected 32 MW with an annual expected production of 90 GWh) and finalising the final development and procurement process (i.e. turbine negotiations). The project is planned to be completed by 2023/2024.

Munkhyttan is located in the SE 3 region in Sweden. Final development and procurement are on-going. The project has a construction permit of 18 MW. Cloudberry has secured the option to purchase Munkhyttan II (additional 18 MW) at same terms and conditions. Munkhyttan II is currently in the development phase while Munkhyttan I is expected to start construction in 2023 and be completed in 2024.

Project Duvhällen is a wholly owned wind farm project located in Eskilstuna, Sweden (SE 3 region). The project has received a construction license of 165 GWh/60MW. However, the current power grid capacity is limited to 30 MW/82 GWh. The grid owner, Vattenfall, has completed an environmental impact assessment and filed for an increased power grid capacity permit to match the construction permit to Elmarknadsinspektionen. The receipt of increased power grid capacity permit is still not received from Vattenfall. Procurement and construction will be initiated following receipt of the full grid permit.

The Stenkalles Project is a nearshore shallow water wind project in Lake Vänern, the largest lake in Sweden. Stenkalles is owned 50/50 by Cloudberry and Hafslund. The project has received a permit to build 20 wind turbines with a total installed capacity of 100 MW and has secured and signed the power grid connection agreement. Detailed planning and procurement are underway for Stenkalles. The joint Cloudberry and Hafslund offshore team work closely with the project team from the Dutch company Ventolines to optimise the project and further reduce risk before making the final investment decision.. Commercial operation is targeted for 2025.

Project Backlog

Cloudberry Develop AS also holds a backlog portfolio of 420 MW. These projects are exclusive, but without construction permit.

Björnetjärnsberget is one of the named projects in the project backlog. During Q4 2021 Cloudberry sent a consultation document (Samrådshandling) for the Björnetjärnsberget project in Eda municipality, Sweden. This means that the formal process related to the project to the authorities and stakeholders has begun. The project is within municipal plans for wind power. The project is planned with 15-18 wind turbines. A collaboration has also been initiated with Hilmer Andersson AB, a local sawmill that over several years has had major challenges with poor power supply, both security of supply and capacity.

Project Pipeline

Cloudberry Develop is also working on a non-exclusive pipeline of more than 20 projects with a capacity above 2,500 MW. All projects are located in Norway or Sweden and are combinations of off-shore wind (shallow-water), on-shore wind and hydro-power projects. The projects are primarily in an early phase of the development process.

Shallow water and offshore

Cloudberry Develop AS has been involved in offshore wind power since 2010 and has built up significant development expertise. The team was in January strengthened with Charlotte Bergquist (Head of Development) and new offices in Eskilstuna and Gothenburg, Sweden.

Based on the experience and expertise gained from the Stenkalles Project, Cloudberry intends use the know-how for offshore projects in the Baltic Sea, which have similar water-depths and is expected to use similar technical solutions. Cloudberry recently announced the first hearings regarding the possibility of an offshore wind farm outside the Simpevarp peninsula in Oskarshamn located on the Swedish east coast in SE3. A strong grid connection in combination with good water depths, suitable ports and a unique industrial energy expertise nearby create favourable conditions for what Cloudberry believes to be Sweden's first large-scale unsubsidised offshore wind farm.

7.6 Captiva Group, operation and activities

Overview Captiva

On 7 January 2022 Cloudberry Clean Energy ASA acquired 60% of the shares in Captiva Digital Services AS.

Captiva Digital Services AS with subsidiaries is a data-driven operator, manager and developer of renewable energy in the Nordics. The Group comprises of the following business areas with respective subsidiaries and associated companies:

(1) Captiva Asset Management AS with subsidiaries, delivers management services within operations and maintenance, development and construction, technical and commercial, and finance and accounting services to renewable energy projects in the Nordics.

• (2) Captiva Digital Solutions AS with subsidiaries, delivers digital services to renewable energy projects with operational intelligence, visualisation, compliance and reporting solutions.
• (3) Captiva Energi AS with subsidiaries, delivers development projects within renewable hydro energy. Captiva Energi AS has developed 15 hydro projects over the past five years.

Management services for hydro and wind projects across the Nordics

Captiva Asset Management AS provides technical, commercial and asset management services on wind and hydro power assets in the Nordics. As an integrated service for its asset management customers, Captiva offers accounting services, provided through Captiva Financial Services AS, which holds an authorisation as an accounting firm (Nw.: regnskapsførerselskap) and is subject to supervision by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet).

Captiva Asset Management AS operates more than 50 small scale hydro power plants with a total installed capacity of approx. 180 MW and an annual production of approximately 0.5 TWh in Norway. On Nordic wind assets, Captiva Asset Management AS delivers services on 16 wind farms with a total installed capacity of 1.6 GW.

The asset management services are supported by live data stream and analytics based on own and leased technology combined with an inhouse data science team. Captiva Asset Management AS also delivers transaction support services in terms of valuation and due diligence, in addition to project management services during the construction phase on wind and hydro power projects.

Captiva Asset Management AS holds 33.3% of the shares of Proxima Hydrotech AS, a small-scale hydro power operation specialist delivering operation and maintenance services and local supervision. Further, Captiva Asset Management AS holds 51% of the shares of the technical adviser Enestor AS, a boutique engineering company focused on hydro power.

Digital operations and monitoring for hydro and wind in Europe

Captiva Digital Solutions AS develops and delivers industrial digital solutions to the renewable energy sector. The company's main product is the Captiva Portal, a web-based visualisation, reporting and stakeholder tool with live data stream. There are currently more than 500 hydro plants connected to the Captiva Portal.

Captiva Digital Solutions AS holds 50.5% of the shares of Kraftanmelding AS, a technology company delivering balancing services including forecasting, scheduling and settlement of power sales. Further, Captiva Digital Solutions AS holds a 56% ownership in Broentech Solution AS, a software company developing and delivering the industrial analytic tool Tyde. Tyde is a cloud-based software solution used to compile, analyse, and structure data from operating hydro power plants for the purpose of monitoring and optimising production.

Hydro development in Norway

Captiva Energi AS develops small scale hydro power projects in Norway. During the five last years, Captiva Energi AS has developed and constructed 15 small scale hydro plants with a total annual production of more than 150 GWh. Captiva Energi AS focuses on late-stage development, but also engages acquisition of private rights and the process of obtaining required licences. Captiva Energi AS seeks limited to no construction risk on own books.

7.7 History and important events

The table below shows the key events in the history of the Cloudberry Group:

Date	Event
2017 November	The Company (formerly Cloudberry Capital AS) is incorporated.
2020 February	The Company acquires 100% of the shares of Cloudberry Develop AS (formerly Scanergy AS) and Cloudberry Production AS (formerly CB Nordic Renewable & Infrastructure Fund I AS) and the new group is formed.
2020 March	The Company completes a NOK 158 million private placement.
2020 April	The Company's shares are admitted to trading on Euronext Growth Oslo (formerly Merkur Market).
2020 June	The Group agrees to acquire 34% of the shares of Forte Energy Norway AS (owner of a producing hydropower portfolio).
2020 July	The Company completes a NOK 200 million private placement.
2020 August	The Group agrees to purchase 100% of the shares of Skogvind AS (industrial wind developer).
2020 September	The Group enters into an agreement to acquire 100% of the shares of Åmotsfoss Kraft AS (owner of a hydropower plant under construction).
2020 September	The Group agrees to acquire 100% of the shares of Stenkalles Holding AS (owner of a 100 MW shallow-water project in lake Vänern in Sweden).
2020 December	The Company completes a NOK 500 million private placement.
2020 December	The Group agrees to acquire 100% of the shares of Skåråna Kraft AS (owner of two hydropower plants under construction) and Selselva Kraft AS (owner of producing hydropower plant).
2020 December	The Group agrees to acquire up to 33.4% of the shares in Odal Vindkraft AS (owner of a 163 MW wind farm under construction) and completes the acquisition of the initial 15% of the shares.
2021 March	The Group enters into a NOK 700 million credit facility agreement with SpareBank 1 SR Bank ASA (term loan of NOK 400 million and a related revolving credit facility of NOK 300 million).
2021 May	The Company is converted to a public limited liability company.
2021 June	The Company completes a NOK 1,075 million private placement.
2021 August	The Group agrees to acquire 100% of the shares of Usma Kraft AS.

2021 November	The Company increases its existing credit facility with SpareBank 1 SR Bank ASA from NOK 700 million to NOK 1,400 million.
2021 December	The Company completes a NOK 600 million private placement.
2022 January	The Company agrees to acquire 60% of the shares of Captiva Digital Services AS, with an option to acquire the remaining 40%.
2022 January	The Company enters into an asset purchase agreement to acquire the Kafjärden project.
2022 February	The Group agrees to acquire 100% of the shares of Tinnkraft AS.
2022 February	The Group agrees to acquire 100% of the shares of Øvre Kvemma Kraftverk AS.
2022 February	The Group agrees to acquire 100% of the shares of Munkhyttan Kraftverk AB.
2022 June	The Group agrees to acquire 100% of the shares of Bøen Kraft AS.
2022 September	The Group agrees to sell 50% of the shares of Stenkalles Holding AS.
2022 September	The Company completes a NOK 800 million private placement (the Private Placement).

7.8 Competitive strengths

Cloudberry is a local developer and owner of renewable projects in the Nordics. The Company considers that the following are the Group's main competitive strengths:

• Local company with local offices (head office in Norway and project office in Sweden) gives easier access to projects and stakeholders.
• Sector knowledge and network. The management has a long track record in the sector (hydro and wind). The management is often familiar with the advantages and disadvantages of projects and potential targets. This gives the management knowledge and saves time and cost since only projects that are considered valuable to Cloudberry are prioritised. The management and certain members of the board do further have a broad network within the sector and within the region giving local knowledge and access to projects. When developing or purchasing/selling projects several of the stakeholders are local and prefer to do development and business with other locals in their native language.
• Settlement of M&A-transactions with liquid shares. Cloudberry is one of few listed companies within the renewable sector in Norway. Cloudberry has attracted new projects by having the option to settle certain M&A opportunities with shares.
• Low overhead and cost focus. The Company is lean and cost focused. The company outsources non-core activities and is familiar with the local price levels and competence levels when using third parties.
• Agile. The Group has shown the ability to be dynamic and turn around quickly. This can be valuable in order to take advantage of short-term opportunities that are considered attractive to the shareholders.
• Listed platform and access to capital. The Group has the option to tap into the equity market for listed companies and fund projects or larger transactions in a relative short time.
• Sustainability focus and reporting. The Group has established a sustainability platform and will publicly report on its development. An established sustainability and governance platform can be an advantage when dealing with local authorities, project owners and suppliers.
• Debt financing. The Group has shown the ability to attract both local and global debt at attractive levels.
• Strong balance sheet. The Group has a strong level of equity relate to its level of debt. A strong balance sheet can be an advantage when dealing with stakeholders and suppliers.

7.9 Strategy and objectives

Overview

Cloudberry was founded with the purpose of providing renewable energy for future generations, contributing to a sustainable society for the long term and creating value for stakeholders. Cloudberry owns, develops and operates hydro- and wind power assets in the Nordics. Cloudberry aims to only develop new renewable energy assets in a way which creates local value. Cloudberry strives to strike the right balance between environmental, social and economic elements to ensure value for all stakeholders.

The Group has an integrated business model with three revenue generating business segments, Development, Production and Operations, enabling a transparent value chain. A sustainable and local approach is key to the Group's strategy, together with a commitment to long-term value creation for all stakeholders.

Development holds a portfolio of renewable projects in Sweden and Norway and is responsible for developing the projects with external construction partners. Production is the owner of the operating assets, with power sold in the spot market (NordPool) and under fixed price PPAs. Operations focuses on optimising day to day operations and also supporting the development and construction of new projects in the Group. Cloudberry aims to cultivate the portfolio to ensure a diversification and balance of risk, returns, assets and geographical scope.

Cloudberry considers material financial and ESG related factors in making strategic decisions. Cloudberry aims to build a robust business through a diversified and balanced portfolio and uses competitive financing to deliver sustainable, profitable and long-term growth.

Strategy

In 2020, Cloudberry built a listed growth platform for renewable projects in the Nordics. The segments have grown significantly, while overhead costs have been kept at a low level with a lean management team. Cloudberry seeks to maintain an optimised capital structure, taking both return and risk levels into consideration. The Company uses its local knowledge and network to grow the development and production segment and is well positioned for taking part in structural opportunities in the rapidly growing Nordic renewable sector.

Valuable growth strategy

The Company believes in being local, focused and agile. The long-term growth strategy rests upon our ability to create value for all stakeholders, use the best possible technology available, bring down costs, and enhance sustainable operations.

• 1. Organic growth through greenfield development of hydropower plants and wind farms
• 1. Continuously grow and mature the backlog and pipeline
• 1. Utilise modern technology to improve production, operation and cost efficiency
• 1. Identify and pursue inorganic growth opportunities through mergers and acquisitions
• 1. Maintain scalable platform for growth

Financing strategy

Several long-term alternatives are available for financing, depending on project size, transaction type and counterparty, including (but not limited to):

• 1. Existing cash and cash flow generation
• 1. Attractive and flexible bank financing
• 1. Direct lending financing
• 1. Green bond financing
• 1. Farm down and carry arrangements
• 1. Share consideration
• 1. New Equity

Sustainability at the core

Cloudberry is a renewable energy company, born, bred and operating in the Nordics. Sustainability is at the very core of Cloudberry's business and seen as a necessity for the Company's long-term achievements and value creation. Cloudberry is a part of the transition to a sustainable future by providing renewable energy today and for future generations. The Company creates value in the local communities, together with and for its employees, business partners, shareholders and other stakeholders.

Cloudberry seeks to understand and manage the Company's impact on society as well as stakeholders' expectations. The Company has conducted sustainability assessment based upon valuable input from key stakeholders, and this laid the foundation for electing the sustainability topics in the Company's value chain that are material for Cloudberry and its key stakeholders.

The development of renewable energy capacity contributes to the energy transition, which is necessary to reach net zero, European and national climate targets and the UN Sustainable Development Goals ("SDGs"). In 2021 Cloudberry reviewed its sustainability strategy towards the SDGs targets to highlight and update goals and key performance indicators and furthermore align them with the indicators defined in the UN SDGs.

Cloudberry's ESG reporting and the Company's approach to sustainability, is in accordance to the World Economic Forum (WEF) Stakeholder Capitalism Metrics.¹ The metrics include non-financial disclosures centred around four pillars; Principles of Governance, Planet, People and Prosperity, which are aligned among existing ESG standards and disclosures, e.g., Global Reporting Initiative (GRI),

¹ https://www.weforum.org/reports/measuring-stakeholder-capitalism-towards-common-metrics-and-consistentreporting-of-sustainable-value-creation (accessed 10 April 2022)

Sustainability Accounting Standards Board (SASB), and Task Force on Climate Related Financial Disclosures (TCFD), as well as essential elements of the UN Sustainability Development Goals.

Planet

Cloudberry positively impacts the energy transition by producing renewable energy. At the same time, the company impacts the planet through the construction and production of wind farms and hydropower plants. It is important to Cloudberry to reduce the environmental footprint as much as possible.

Cloudberry made the strategic decision in 2020 to measure its greenhouse gas emissions in accordance with the guidelines of the Greenhouse Gas (GHG) Protocol. In 2021, the reported greenhouse gas emissions from scope 1, 2, and 3 were 203 tons of CO2e. Cloudberry is a fossil-free company and has no direct emissions in Scope 1. The Company's climate strategy includes compensating for its emissions by purchasing carbon credits. Cloudberry has therefore been net-zero in its own operations (Scope 1 and 2) by removing CO2 from the atmosphere through funding the restoration of mangrove forests. In addition, Cloudberry compensates for the emissions generated by its employees. Moving forward, Cloudberry will conduct the calculation to determine a decarbonisation pathway to reach net-zero in the value chain by 2040.

Cloudberry has a scalable platform and is positioned for valuable growth, both in terms of energy production and building a strong backlog and pipeline through in-house development. Cloudberry's strategy is to continue its sustainable growth organically and inorganically in the Nordic market. Areas of its business will have residual carbon emissions, which the Company will neutralise, while minimising its footprint as much as possible. To limit global warming to the 1.5-degree scenario, Cloudberry will further calculate the total emission in Scope 3 and determine a decarbonisation pathway to do its part for society to become a low-carbon economy.

In 2021, Cloudberry produced 117 GWh of renewable energy, which is equivalent to reducing 29,133 tCO2e, relative to baseline emissions from the European electricity mic (EU-27 electricity mix, IEA 2021). After taking into account the greenhouse gas emissions (Scope 1, 2 and 3) of 203 tCO2e from Cloudberry's carbon emissions accounting and carbon emissions of 297 tCO2e from all employees in Cloudberry, the reduction of greenhouse gas emissions from Cloudberry's operations in 2021 was 28,633 tCO2e.

Cloudberry's proportionate power production accumulated per third quarter 2022 totaled 173 GWh. This is equivalent to reducing 43,007 tCO2e, relative to baseline emissions from the European electricity mix (EU-27 electricity mix, IEA 2021). Cloudberry's carbon emissions accounting from Scope 1, 2 and 3 is not reflected in the number of avoided emissions in 2022.

In line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), Cloudberry updated the risk assessment related to its business development and expansion during 2021. Cloudberry will continuously analyse and assess its climate-related risk strategy. To further prevent the climate-related risks, work on an integrated scenario analysis will be incorporated into the Cloudberry strategy.

The development, construction and operations of renewable energy plants may have several environmental impacts. Wind farms have an impact on both off- and onshore land areas, and hydropower plants impact river systems. At wind power plants, among other things, there is an environmental impact both under construction and in operation. For onshore wind energy, the first and foremost environmental impact relates to visibility in the landscape, shadows, and noise. For offshore wind, the impact is similar to onshore wind although the visibility and noise is less if the turbines are put far from shore. There are specific environmental impacts to address when constructing an offshore wind farm to protect the wildlife at sea. Hydropower plants impact the water flow, fish and sediment load.

Development, construction and production of wind and hydropower is highly regulated both in Norway and Sweden, with stringent environmental regulations. Cloudberry maintains a continuous dialogue with authorities and local stakeholders. The Company aims to minimise the environmental footprint in its projects and to maximise local value creation. Cloudberry always considers the environmental and social impacts prior to final investment decisions, and this is integrated in Cloudberry's ESG due diligence guideline in all its development and construction projects.

The Taxonomy

100% of Cloudberry`s turnover, operating expenses, and investments within the Production and Development segments are EU Taxonomy eligible. Third-party assessments to evaluate alignment with the technical screening criteria in the EU Taxonomy Regulation are ongoing and will be reported on from 2023. Newly acquired Captiva Group and the Operations segment will be part of the taxonomy reporting from 2023.

Internal analysis and estimates of life cycle greenhouse gas (GHG) emissions from Cloudberry's producing hydro power assets indicate emissions significantly below the threshold set out in the EU Taxonomy (100g CO2e/kWh). Reporting on Lifecycle GHG emissions, Power Density of the Electricity Generation Facility (above 5 W/m2), Do No Significant Harm (DNSH) and Minimum Safeguard principles are assessed, and Cloudberry is prepared to report in accordance with the EU Taxonomy requirements on its hydro- and wind energy assets, and will strive to ensure that the activities meet the criteria. Cloudberry's goal is to have 100% alignment in the forthcoming years.

Governance

Cloudberry adheres to good governance standards and will at all times seek to ensure that the Company endorses the Norwegian Code of Practice for Corporate Governance ("NUES"), last revised on 14 October 2021, which is available at the web site of the Norwegian Corporate Governance Board (www.nues.no). This includes disclosure and transparency in all our business to provide shareholders and stakeholders with precise and accurate information concerning all aspects regarding Cloudberry. More detailed information on NUES is included in the "Corporate Governance Report 2021" in the Annual Financial Statements for the year ended 31 December 2021, incorporated by reference in Section 20.3 (Incorporated by reference).

Cloudberry has strengthened its sustainability strategy into the overall business strategy, and the focus on ESG is incorporated in development projects, producing assets and in our overall operating business. As a part of the reporting structure, environmental, social and governance concerns are embedded. The management and Board of Directors review specific sustainability topics including procurement, stakeholder engagement, health and safety, security, and environmental and social impacts in all our business units.

At the management level, the CEO monitors the implementation of the sustainability strategy and is responsible for ensuring that climate-related risks and opportunities are integrated into the company's long-term business strategy. The CEO oversees and reports to the Board of Directors on the management's progress related to Cloudberry's key strategic sustainability and climate-related objectives. Furthermore, Cloudberry has hired a Chief Compliance and Organisation Officer who is in charge of the Company's systems and processes related to ESG and organisational development.

In 2021, the Board of Directors established an ESG committee consisting of two Board directors and the Chief Sustainability Officer. The purpose of the committee is to ensure alignment with the Company's sustainability strategy and to discuss and evaluate ESG concerns relevant to Cloudberry. The committee is responsible of evaluating, following up the implementation of the company's ESG strategy, and to review relevant ESG initiatives. The committee reviews and advises on the Cloudberry's sustainability performance, ESG goals and key performance indicators.

A due diligence guideline on evaluation of environmental, social and governance aspects has been incorporated as an integral part of Cloudberry's investment decisions. The guideline takes into account a selection of ESG aspects that may have material impacts, both positive and negative, and secures mitigation plans where needed. The company also reports on number of projects rejected and underlaying reason as related to environmental, social and governance issues.

A Supplier Code of Conduct has been completed and implemented in procurement phases. Adherence with the Code is required of all suppliers, and Cloudberry expects that their policies, statements, and commitments are implemented in the operations, and throughout the value chain of suppliers and their sub-suppliers. Cloudberry will annually review its Supplier Code of Conduct to ensure incorporation of relevant developments going forward.

Cloudberry's Code of Conduct sets out the key expectations to all employees, the Board of Directors, and other representatives of the company and specifies the ethical requirements for everybody who works for and on behalf of Cloudberry, including suppliers and other business partners. The Code is the basis for how the Company acts and performs its business, it describes Cloudberry's ethical culture and behavior, and provides general guidelines on issues such as anti-corruption, human and labor rights, health and safety, business ethics, legal compliance, insider trading and other relevant issues related to the Company's operations. The Code of Conduct was reviewed, revised, and finally approved by the Board of Directors in February 2022.

The Company rolled out its whistleblowing reporting channel for employees, representatives of the Company as well as suppliers and business partners during 2021, to notify misconduct within the Cloudberry Group.

People

Cloudberry's responsibility towards employees and hired personnel working on projects is of top priority. In addition, the Company closely monitors the impact on the local communities where the Company operates. Cloudberry takes an active approach and reports transparently in its annual and sustainability reports about its achievements and performance towards diversity and inclusion.

The Act relating to enterprises' transparency and work on fundamental human rights and decent working conditions (the "Transparency Act") came in force 1 July 2022. The Transparency Act is intended to strengthen the impact of international guidelines and principles for responsible business, such as the UN guiding principles on business and human rights and the OECD guidelines for multinational companies. In June 2022, Cloudberry conducted a due diligence assessment in accordance with the requirements of the Transparency Act. The company will publish a report on the due diligence assessments and the mitigating actions in accordance with the guidelines of the Transparency Act by 30 June 2023.

Cloudberry's construction and operation partners have safety policies and report on a variety of measures to safeguard the workplace during the development and construction of new projects, and on the powerplants in production. These measures include training of employees and contractors, procedures for notification of accidents, registration and reporting of nonconformities, whistleblowing etc. More information is provided in the "Corporate Governance Report 2021" in the Annual Financial Statements for the year ended 31 December 2021, incorporated by reference in Section 20.3

Prosperity

Prosperity relates to Cloudberry's role in contributing to a societal value creation. Cloudberry contributes to economic growth by providing employment, local value creation, and renewable energy supply.

Operating and providing renewable energy assets enables the necessary transition to more renewable energy, to reach the climate goals. Cloudberry's long-term success is linked to conducting its business in a sustainable way with a long-term growth strategy that rests upon the ability to create value for stakeholders.

Local value creation is important for Cloudberry in all its developing, construction and operating projects. The Company seeks to identify local stakeholders' needs and try to accommodate these in the plans. Constructing hydro and wind power plants have an impact on nature, but the production of renewable energy contributes to the necessary renewable energy transition. Cloudberry seeks to thoroughly analyse and assess the impacts to minimise footprint where possible on environment and society. In the sustainability report Cloudberry describes which initiatives the Company has implemented.

7.10 Business processes and objectives – Cloudberry's approach

The development and production of wind and hydropower is highly regulated both in Norway and Sweden, with stringent environmental regulations. Cloudberry maintains a continuous dialogue with authorities and local stakeholders. Cloudberry aims to minimise the environmental footprint from projects and to maximise the local value creation. Below is a description of the process of gaining permits for new wind and hydro projects, and how Cloudberry assesses sustainability within each stage of the process.

The identifying stage (pipeline)

In this stage, the opportunities in an area for a windfarm or a hydropower plant are explored and involves assessing the power grid capacity. Cloudberry aims to seek locations where impact on nature already have been made in order to limit the size of the area impacted.

When a suitable location has been identified, an evaluation of the landowners' interests in having a producing power plant on their ground, and an assessment of the local political view towards such an establishment is made. In Sweden, municipal plans for wind power are already publicly available. In Norway, this must be researched on a case-by-case basis.

Cloudberry seeks to minimise the visual impact and aims to build larger, but fewer, windmills to reduce land use and noise level on the ground whilst seeking to balance the size of the shade area and potential ice throw during cold weather. Wind farms and surrounding infrastructure may also impact the conditions of rare plants, animals and birdlife and may change their conditions.

Further studies relating to the environment, nature and wildlife are carried out to identify potential negative consequences of the project. The next step is negotiating and entering into agreements with the landowners and other third parties.

The development stage (backlog)

In the development stage, the formal notification with a description of the project is submitted to the authorities. Public meetings are held to inform stakeholders of the project. In Norway, NVE handles both wind power and hydropower applications, whilst in Sweden, they are handled by the County Administrative Board (onshore wind power) and the Land and Environmental Court (hydropower and offshore wind power).

Necessary environmental impact assessments are carried out and describe any negative environmental consequences e.g., on biodiversity, caused by the construction and operation of the power plant. The environmental impact assessments are prepared by third party specialist consultants. The benefits of the project must exceed the perceived negative environmental impact. If the environmental impacts are acceptable and within regulatory requirements, the final application is prepared and submitted to the authorities and the development process of the project can proceed.

The approval stage (construction permit)

When a project obtains governmental approvals, the detailed planning of the project begins. This includes descriptions and drawings of the design and layout of the wind power plant, road sections, foundations, cable trenches, crane sites, or a pipeline, dam, and a power station in the case of a hydropower plant. The detailed plan must be approved by the authorities before the actual construction begins. Due consideration of local recreational areas must be taken into consideration when building roads and tracks. To the extent possible it is required to leverage on existing infrastructure, such as inter alia roads and networks and excavated masses are re-used. The permit obtained, specifies numerous environmental conditions that the project needs to fulfil in the construction and production phase. This is applicable to both hydropower and wind farms.

For a hydropower plant this may involve monitoring the area around the power station to identify any changes and need for risk reducing initiatives. For wind farms similar requirements apply. In addition to ongoing conditions that are monitored, the projects may have to involve in specific activities directed towards certain areas i.e. monitoring of birds flying patterns. Cloudberry may also adopt additional voluntary actions, such as reducing waterflow and installing fish ladders. At the same time, hydro dams may also have positive impacts such as limiting the risk of flooding during extreme weather and reducing erosion of rivers and streams.

The construction stage (under construction)

In the construction phase, Cloudberry evaluates potential suppliers. Cloudberry seeks to engage local suppliers and contractors to create value locally. Safety, health and environment are monitored and followed up by the Group and the engaged suppliers, in order to ensure compliance with laws and regulations. Part of the construction is also to secure that all biodiversity requirements in the concession granted is met. This is monitored closely during the construction process. After the construction work itself is finished, efforts are put into restoring the environment as good as possible to pre-construction situation. In cases of temporary dredging work, Cloudberry seek to restore the area to the original condition after the construction is completed.

Upon completion of the construction stage, the commissioning phase is initiated. During commissioning power plants are tested thoroughly, inter alia by stress tests. Calibration and optimisation are also done during commission. After commissioning all certificates and documentation will be issued by the contractors and suppliers. The final stage involves getting necessary approvals based on documentation prepared in the commissioning period.

The production stage (production)

The day-to-day operations of the producing power plants in the Group's portfolio are managed under service contracts and operation and maintenance contracts entered into before the operational stage start. Service and operational contracts are with specialised and experienced companies. In addition, there is a contract with a local representative – often a landowner – that physically inspects the powerplants on an ongoing basis. The power plants are remotely monitored 24/7, and any alarms or faults will be addressed immediately. Periodic maintenance is carried out by qualified personnel approved by the suppliers of the main components in the power plants. The Group has online access to all key information about the power plants. Through periodic meetings performance of the assets are discussed and critical factors such as performance, maintenance requirements and identified opportunities are addressed to enhance the asset utilisation and efficiency.

7.11 Material agreements

The Group regularly enters into agreements related to acquisition and sale of renewable energy projects. During the two years immediately preceding the date of this Prospectus, the Group has entered into the following material contracts:

2020 December	An agreement to acquire (i) 100% of the shares of Skåråna Kraft, further described in 7.3.1.2 (Acquisition of 100% of the shares of Skåråna Kraft AS), and (ii) 100% of the shares of Selselva Kraft AS, further described in Section 7.3.1.1 (Acquisition of 100% of the shares of Selselva Kraft AS).
2020 December	The agreement to acquire up to 33.4% of the shares in Odal Vindkraftverk AS, further described in Section 7.3.1.5 (Acquisition of additional 18.4% of the shares of Odal Vind AS).
2021 March	A NOK 700 million credit facility agreement with SpareBank 1 SR Bank ASA (Term Loan of NOK 400 million and a related revolving credit facility of NOK 300 million), further described in Section 10.4.1 (Borrowings).
2021 April	An agreement with Captiva Asset Management AS for the operation of Cloudberry's 100% owned hydropower plants.
2021 August	An agreement to acquire 100% of the shares of Usma Kraft AS, further described in Section 7.3.1.6 (Acquisition of 100% of the shares of Usma Kraft AS).
2021 November	An agreement to increase its existing credit facility with SpareBank 1 SR Bank ASA from NOK 700 million to NOK 1,400 million, further described in Section 10.4.1 (Borrowings).
2022 January	An agreement to acquire 60% of the shares of Captiva Digital Services AS with an option to acquire the remaining 40%, further described in Section 7.3.2.1 (Acquisition of 60% of the shares of Captiva Digital Services AS).
2022 February	An agreement to acquire 100% of the shares of Tinnkraft AS, further described in Section 7.3.2.2 (Acquisition of 100% of the shares of Tinnkraft AS).
2022 February	An agreement to acquire 100% of the shares of Øvre Kvemma Kraftverk AS, further described in Section 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS).
2022 February	An agreement to acquire 100% of the shares of Munkhyttan Kraftverk AB, further described in Section 7.3.2.3 (Acquisition of 100% of the shares of Munkhyttan Vindkraft AB).

2022 June	An agreement to acquire 100% of the shares of Bøen Kraft AS, further described in Section 7.3.2.7 (Acquisition of 100% of the shares of Bøen Kraft AS).
2022 September	An agreement to sell 50% of the shares of Stenkalles Holding AS to form a 50/50 joint venture with Hafslund Vekst AS, further described in Section 7.3.2.10 (Sale of 50% of the shares of Stenkalles Holding AS).

Neither the Company, nor any other member of the Group has entered into any other material contracts outside the ordinary course of the business for the two years prior to the date of this Prospectus. Further, the Group has not entered into any contract outside the ordinary course of business that contains any provision under which any member of the Group has any obligation or entitlement that is material to the Group as of the date of this Prospectus.

7.12 Dependency on contracts, patents, licenses etc.

All renewable energy projects that the Group is involved in are subject to numerous concession and permit requirements from governmental bodies. The right to build and operate a renewable project is subject to public concessions and permits in addition to private ownership rights to land and waterfalls. These comprise all stages of a renewable project, from early development stage to construction, production, transmission and sale of power. The necessary concessions and permits will depend on size and type of project, classification, development stage of the projects and jurisdiction. In addition to the energy/production related concessions and permits, other permits, licenses and regulatory requirements are also applicable, such as licenses related to safety, pollution, noise, etc.

The Group is required to obtain various governmental concessions and approvals for each of its projects, including inter alia construction concessions and sales concessions. As of the date of this Prospectus, all permits and licences have been obtained for the assets that are in production and all relevant concessions and permits have been obtained for the projects under construction. However, completion permissions, concession for sale of power, etc. are not yet in place due to the stage of the construction work.

The Group applies for all necessary concessions and permits for the assets under construction in due course. The Group has an ongoing dialogue with all relevant and necessary governmental bodies.

For greenfield projects that are not under construction and/or in operation, the Group will normally need to obtain necessary concession, permits and contracts with landowners. It will be an ongoing process to obtain required concessions and permits to commence construction, production and operations on any of the Group's current or future greenfield sites.

As an integrated service for its asset management customers, Captiva offers accounting services, provided through Captiva Financial Services AS, which holds an authorisation as an accounting firm (Nw.: regnskapsførerselskap) and is subject to supervision by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet).

The Group's existing business is not dependent on any other licenses, patents, or other intellectual property rights.

7.13 Properties

The Group's headquarters are located at Frøyas gate 15, 0273 Oslo, Norway. The Group leases facilities in Norway, Sweden and Switzerland. The table below shows the geographic location and function of each property leased by the Group:

Country	Address	Function
Norway	Frøyas gate 15, 0273 Oslo, Norway	Headquarters
Sweden	Gustaf Anders Gata 15E, 653 40 Karlstad, Sweden	Local office
Sweden	Furubergsvägen 3, 429 41 Särö, Sweden	Local office
Sweden	Energy Evolution Center, 63221 Eksilstuna, Sweden	Local office
Norway	Grandavegen 5, 6823 Sandane, Norway	Local office
Norway	Brobekkveien 53, 0598 Oslo Norway	Local office
Norway	Maridalsveien 91, 0461 Oslo, Norway	Local office
Norway	Jonas Lies gata 5, 2000 Lillestrøm, Norway	Local office
Norway	Langmyra 11b, 3185 Skoppum, Norway	Local office
Switzerland	Effingerstrasse 25, 3008 Bern, Switzerland	Local office

In addition, the Group has entered into lease agreements with landowners to ensure access to the ground for the assets. Such agreements are typically entered into for periods between 30 to 100 years. Landowners are normally compensated based on the revenue from annual power production.

The Group does not own any property.

7.14 Insurance

The Group's insurance coverage covers risks associated with its business, including property and business interruption insurance, business travel insurance, corporate responsibility, professional indemnity, employee liability insurance, accident and workers' compensation insurance and D&O insurance. The Company believes the Group has taken out the insurances that are customary for the industry in which the Group operates and at a level which is generally adequate. However, no assurance can be given that the Group will not incur any damages that are not covered by its insurance policies or that exceed the coverage limits of such insurance policies.

7.15 Legal and arbitration proceedings

From time to time, the Group is and may become involved in litigation, disputes and other legal proceedings arising in the course of its business. Neither the Company nor any other member of the Group, is, nor has been, during the course of the preceding 12 months involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on the Company's and/or the Group's financial position or profitability, and neither the Company nor any member of the Group are, aware of any such significant proceedings which are pending or threatened.

8 CAPITALISATION AND INDEBTEDNESS

8.1 Introduction

The information presented below should be read in conjunction with the other parts of this Prospectus, in particular Section 9 (Selected financial and other information), the Annual Financial Statements and the Interim Financial Statements.

This Section 8 (Capitalisation and Indebtedness) provides information about the Group's consolidated capitalisation and net financial indebtedness on an actual basis as of 30 September 2022.

The "Adjustment" column provides information about the estimated effect of the following significant transactions which have occurred between 30 September 2022 and the date of this Prospectus:

• 1. Repayment of long-term debt in Bøen Kraft AS of NOK 32 million in October 2022.
• 1. Issue of 23,295 shares at a subscription price of NOK 10.625 related to the Board's share purchase program on 24 October 2022, total increase in share capital was NOK 5,823.75 and NOK 241,685.63 in legal reserves (share premium).

Other than as set forth above, there has been no material change to the Group's combined capitalisation and net financial indebtedness since 30 September 2022.

8.2 Capitalisation

The following table sets forth information about the Group's unaudited consolidated capitalisation as of 30 September 2022, with estimated adjustments for significant transactions between 30 September 2022 and the date of this Prospectus and the estimated impact to the Group's unaudited consolidated net financial indebtedness following the Private Placement:

(In NOK 1,000)	As of 30 September 2022	Adjustments	As adjusted as of the date of the Prospectus
Indebtedness
Total current debt:
Guaranteed	0	0	0
Secured1	12,000	0	12,000
Unguaranteed and unsecured	480,966	0	480,966
Total current debt	492,966	0	492,966
Total non-current debt:
Guaranteed	0	0	0
Secured2	362,739	-32,000 4	330,739
Unguaranteed and unsecured	191,739	0	191,739
Total non-current debt	554,478	-32,000	522,478
Total indebtedness	1,047,445 3	-32,000 5
Shareholders' equity
Share capital	72,819	6 6	72,825
Legal reserves	3,494,915	242 7	3,495,157
Other reserves	0	0	0
Retained earnings	103,242	0	103,242
Non-controlling interest	81,064	0	81,064
Total equity	3,752,040	248	3,752,288
Total capitalisation	4,799,485	-31,752	4,767,733

• 1. Secured current debt includes the principal payment of non-current interest-bearing debt. The debt has been secured with collateral over inter alia the shares of Cloudberry Production AS, the shares of Cloudberry Develop AS, the shares of all subsidiaries and associated companies with power producing assets and pledge over (i) the cash and bank accounts, (ii) property, plant and equipment, (iii) inventory and receivables and (iv) land lease agreements and water/fall rights of all subsidiaries with power producing assets, as further described in Section 10.4.1 (Borrowings).
• 1. Secured non-current debt includes interest bearing debt to financial institutions. The debt has been secured with collateral over inter alia the shares of Cloudberry Production AS, the shares of Cloudberry Develop AS, the shares of all subsidiaries and associated companies with power producing assets and pledge over (i) the cash and bank accounts, (ii) property, plant and equipment, (iii) inventory and receivables and (iv) land lease agreements and water/fall rights of all subsidiaries with power producing assets, as further described in Section 10.4.1 (Borrowings).
• 1. The debt as per 30 September 2022 is related to the producing power plants Røyrmyra Vindpark, Finnesetbekken, Selselva Kraft, Nessakraft, Bjørgelva Kraft, Åmotsfoss Kraft, Skåråna Kraft, Ramsliåna Kraft, Tinnkraft and Bøen Kraft AS. In addition, there is some long-term debt in Captiva.
• 1. Total indebtedness as per 30 September 2022 comprises total current debt of NOK 493.0 million and total non-current debt of NOK 554.5 million.
• 1. Adjustment of secured non-current debt of NOK 32.0 million is related to repayment of debt in Bøen Kraft AS in October 2022.
• 1. Adjustment of total indebtedness as per 30 September of NOK 32 million relates to repayment of secured non-current debt in Bøen Kraft AS
• 1. Adjustment of NOK 0.006 million in share capital after issuance of 23,295 new Shares (after 30 September 2022), each having a par value of NOK 0.25, in the Board's share purchase program.
• 1. Adjustment of NOK 0.242 million in legal reserves after issuance of 23,295 new Shares (after 30 September 2022) at a subscription price of NOK 10.625 per Share related to the Board's share purchase program.
• 1. Total indebtedness as adjusted comprises total current debt of NOK 493.0 million and total noncurrent debt of NOK 522.5 million.

8.3 Net Financial Indebtedness

The following table set forth information about the Group's unaudited combined net financial indebtedness as of 30 September 2022, with adjustments for significant transactions between 30 September 2022 and the date of this Prospectus and the impact to the Group's unaudited combined net financial indebtedness following the Private Placement:

(In NOK 1,000)		As of 30 September 2022	Adjustments	As adjusted as of the date of the
(A)	Cash	0	0	0
(B)	Cash equivalents	1,852,935	-31,752 1	1,821,182
(C)	Other current financial assets	115,458	0	115,458
(D)	Liquidity (A)+(B)+(C)	1,968,393	-31,752	1,936,640
(E)	Current financial debt	480,966	0	480,966
(F)	Current portion of non-current debt	12,000	0	12,000
(G)	Current financial indebtness (E)+(F)	492,966	0	492,966
(H)	Net current financial indebtedness (G)-(D)	-1,475,426	31,752	0 -1,443,674
(I)	Non-current financial debt	362,739	-32,000 2	330,739
(J)	Debt instruments
(K)	Non-current trade and other payables	58,286	0	58,286
(L)	Non-current financial indebtedness (I)+(J)+(K)	421,026	-32,000	389,026
(M)	Total financial indebtness (H)+(L)	-1,054,401	-248	0 -1,054,648

• 1. Adjustment in cash equivalents of NOK -31.8 million is related to:
  2. a. Cash increase with funds from share capital increase of NOK 0.248 million
  3. b. Repayment of NOK 32 million of debt in Bøen Kraft AS.
• 1. Adjustment of NOK 32.0 million to non-current bank loans is related to long term debt in Bøen Kraft AS repaid in October 2022.

8.4 Working Capital Statement

The Company is of the opinion that the working capital available to the Company is sufficient for the Company's present requirements, for the period covering at least 12 months from the date of this Prospectus.

8.5 Contingent and indirect indebtedness

As of the date of this Prospectus, the Group has the following contingent liabilities:

• Contingent of completion of the construction and commissioning of the power plant under construction by Øvre Kvemma Kraftverk AS, as described in Section 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS), the Group will become liable to pay the purchase price of the share of Øvre Kvemma Kraftverk AS, estimated to NOK 124 million adjusted for any net debt in the company. The transaction is expected to take place in H1 2024.
• Contingent of when the Munkhyttan project reaches commercial operation date, as described in Section 7.3.2.3 (Acquisition of 100% of the shares of Munkhyttan Vindkraft AB), the Group will become liable to pay the remaining purchase price of SEK 6 million.
• Contingent liability related to the Kafjärden project; an additional purchase price will depend on the final outcome of the on-going development of the project (projected 20 – 40 MW) and is also linked to a final investment decision to be made by Cloudberry, as described in Section 7.3.2.4 (Acquisition of the Kafjärden project). If the outcome of the

development process results in a 20 MW project, the additional purchase price will be SEK 14 million. If the project reaches its full potential the additional purchase price will be SEK 49 million.

The Group does not have any material indirect indebtedness as of the date of this Prospectus.

9 SELECTED FINANCIAL AND OTHER INFORMATION

9.1 Introduction and basis for preparation

The following selected consolidated financial information has been extracted from the following financial statements:

• 1. 20.3Cloudberry Clean Energy ASA's audited consolidated financial statements for the year ended 31 December 2021 with comparable figures for 2020 (prepared in accordance with IFRS), incorporated by reference in Section 20.3. The financial statements have been audited by Ernst & Young, as set forth in their auditor's reports.
• 1. Cloudberry Clean Energy ASA's audited consolidated financial statements for the year ended 31 December 2020 with comparable figures for 2019 (prepared in accordance with IFRS), incorporated by reference in Section 20.3. The financial statements have been audited by Ernst & Young, as set forth in their auditor's reports.
• 1. Cloudberry Clean Energy ASA's audited financial statement for the period from 1 January 2019 to 31 December 2019 (prepared in accordance with NGAAP), incorporated by reference in Section 20.3. The financial statements were audited by BDO.
• 1. Unaudited consolidated interim financial statements for the three- and nine-month period ending 30 September 2022 (prepared in accordance with IAS 34), incorporated by reference in Section 20.3.

The selected financial information included herein should be read in connection with, and is qualified in its entirety by reference to, the financial statements incorporated by reference in Section 20.3, and should be read together with Section 10 (Operating and financial review).

The financial statements are all presented in NOK (presentation currency).

9.2 Summary of accounting policies and principles

The financial statements for the year ended 31 December 2021 and 31 December 2020 respectively are prepared in accordance with IFRS. For periods up to and including the year ended 31 December 2019, the Group prepared its financial statements in accordance with NGAAP. Accordingly, the Group has prepared financial statements that comply with IFRS, applicable as of 31 December 2020, together with the comparative period data for the year ended 31 December 2019. In preparing the financial statements, the Group's opening statement of financial position was prepared as of 1 January 2019, the Group's date of transition from NGAAP to IFRS.

Adjustments from transition to IFRS impacts, but is not limited to, leasing, capitalised development, goodwill amortisation, contract costs, prepaid commissions, revenue recognition, deferred tax assets, reclassifications of contract costs and contract assets, business combinations and derivative financial liability. In combination with impacts described herein, other adjustments and non-material impacts are described in the Group's audited financial statements for the year ended 31 December 2020. Please refer to note 6 of the Group's audited financial statements for the year ended 31 December 2020, incorporated by reference in Section 20.3, for information on how the Group adopted IFRS.

The Group was established 15 February 2020 when the Company acquired Cloudberry Production AS and Cloudberry Develop AS. Comparable information in previous periods is from the Company only. Consequently, undue reliance should not be placed on the comparability of these line items in the Prospectus.

The Interim Financial Statements have been prepared in accordance with IAS 34. The Interim Financial Statements have not been audited or subject to review.

The Group has had an active M&A strategy and acquired a number of development projects and turnkey hydropower plants which are not yet operational, please see Section 7.3 (Recent M&A Activities) for an overview. This limits the comparability of the historical consolidated financial statements.

For further information regarding accounting policies and the use of estimates and judgements, please refer to note 2 and 3 of the Group's audited financial statements for the year ended 31 December 2020 and 31 December 2021 (prepared in accordance with IFRS), incorporated by reference in Section 20.3. For the Company, please refer to note 2 of the respective audited financial statements for the period ended 31 December 2019 (prepared in accordance with NGAAP), incorporated by reference in Section 20.3.

9.3 Statement of profit and loss

The following table sets forth a summary of the Group's audited consolidated statement of profit and loss for the financial years ended 31 December 2021 (IFRS), 31 December 2020 (IFRS), and 31 December 2019 (NGAAP), and the three- and nine-month periods ended 30 September 2022 and 2021. Comparable figures for 2019 (prepared in accordance with IFRS) is extracted from the Group's audited consolidated statement of profit and loss for the year ended 31 December 2020.

For the consolidated statements the figures include the acquired companies from the acquisition date. Hence for the statement for 2019 the figures presented are for the Company only.

Please note that for the NGAAP figures presented in the table they are presented in the below format to align with the 2020 Annual Financial Statement. No changes have been made to the figures.

	3 months		9 months		Year ended
	Q3 2022	Q3 2021	YTD 2022	YTD 2021	2021	2020	2019	2019
	1/7-30/09	1/7-30/09	1/1-30/09	1/1-30/09	1/1-31/12	1/1-31/12	1/1-31/12	1/1 – 31/12
	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	NGAAP
(In NOK 1,000)	Unaudited	Unaudited	Unaudited	Unaudited			Unaudited
Revenues	55,264	6,831	138,493	14,398	35,152	3,633	279	279
Other operating income	-453	-159	3,764	4,844	5,746	7	0	0
Total revenue	54,812	6,671	142,257	19,242	40,898	3,640	279	279
Cost of goods sold	-6,290	-1,035	-11,122	-1,416	-5,447	-143	-27	-27
Salary and personnel costs	-32,457	-6,376	-62,293	-17,406	-28,106	-17,419	-1,981	-1,981
Other operating expenses	-18,024	-7,141	-50,707	-30,725	-55,332	-12,343	-877	-877
Net income/(loss) from associated companies and JV	76,071	4,806	99,811	5,915	16,373	-3,556	0	0
Depreciation, amortizations and write downs	-9,236	-2,733	-25,314	-5,677	-9,746	-3,289	-7	-7
Operating profit	64,875	-5,807	92,632	-30,067	-41,361	-33,111	-2,613	-2,613
Financial income	34,655	-194	51,700	1,869	6,420	984	5	5
Financial expenses	-39,968	-5,303	-61,729	-15,221	-28,706	-2,125	-1	-1
Profit before tax	59,562	-11,305	82,602	-43,419	-63,648	-34,253	-2,609	-2,609
Income tax expense	838	228	2,411	427	609	387	0	0
Profit after tax	60,400	-11,077	85,014	-42,992	-63,038	-33,865	-2,609	-2,609
Attributable to:
Equity holders of the parent company	57,356	-11,077	80,397	-42,992	-63,038	-33,865	-2,609	-2,609
Non-controlling interests	3,044	0	4,617	0	0	0	0	0
Profit for the year	60,400	-11,077	85,014	-42,992	-63,038	-33,865	-2,609	-2,609

9.4 Selected statement of financial position

The following table sets forth a summary of the Group's consolidated statement of financial position for the financial years ended 31 December 2021 (IFRS), 31 December 2020 (IFRS), and 31 December 2019 (NGAAP) and as of 30 September 2022. Comparable figures for year ended 2019 (prepared in accordance with IFRS) is extracted from the Group's audited consolidated statement of financial position for the year ended 31 December 2020.

		Year ended
	2022	2021	2020	2019	2019
	30.09.	31.12.	31.12.	31.12.	31.12.
(In NOK 1,000)	IFRS	IFRS	IFRS	IFRS	NGAAP
	Unaudited			Unaudited
ASSETS
Non-current assets
Property, plant and equipment	1,435,043	1,009,123	58,426	11	11
Intagible assets	97,063	0	0	0	0
Goodwill	124,277	38,221	36,933	0	0
Investment in associated companies and joint ventures	903,533	677,407	337,080	0	0
Financial assets and other non-current assets	92,345	10,425	2,358	0	0
Total non-current assets	2,652,261	1,735,175	434,797	11	11
Current assets
Inventory	121,746	153,575	196,029	0	0
Accounts receivable	57,086	12,033	2,828	0	0
Contract assets	0	0	0	0	0
Other current assets	115,458	102,674	158,081	70	70
Cash and cash equivalents	1,852,935	1,114,934	605,126	5,223	5,223
Total current assets	2,147,225	1,383,215	962,064	5,293	5,293
TOTAL ASSETS	4,799,485	3,118,391	1,396,861	5,304	5,304
EQUITY AND LIABILITIES
Equity
Paid in capital	72,819	58,811	26,266	950	950
Share premium	3,494,915	2,676,075	1,061,675	7,800	7,800
Total paid in capital	3,567,734	2,734,886	1,087,941	8,750	8,750
Other reserves / retained earnings	103,242	-98,688	-33,230	-3,921	-3,921
Non-controlling interests	81,064	0	0	0	0
Total equity	3,752,040	2,636,199	1,054,711	4,829	4,829
Non-current liabilities
Provisions	32,919	10,753	15,868	0	0
Deferred tax	133,453	83,055	13,668	0	0
Lease liabilities	25,367	3,416	3,296	0	0
Interest-bearing loans and borrowings	362,739	294,087	26,440	0	0
Total non-current liabilities	554,478	391,311	59,272	0	0
Current liabilities
Interest bearing short term debt	12,000	10,105	236,767	0	0
Current lease liabilities	4,000	1,167	1,105	0	0
Provisions short term	326,538	41,320	26,162	475	475
Accounts payable and other current liabilities	150,429	38,289	18,845	0	0
Total current liabilities	492,966	90,881	282,879	475	475
Total liabilities	1,047,445	482,192	342,151	475	475
TOTAL EQUITY AND LIABILITIES	4,799,485	3,118,391	1,396,861	5,304	5,304

9.5 Selected statement of cash flow

The following table sets forth a summary of the Group's consolidated cash flow statement for the for the financial years ended 31 December 2021 (IFRS), 31 December 2020 (IFRS), and 31 December 2019 (NGAAP), and the three- and nine-month periods ended 30 September 2022 and 2021, with comparable figures for 2019 (prepared in accordance with IFRS) extracted from the Group's audited consolidated statement for the year ended 31 December 2020.

	Q3 2022	Q3 2021	YTD 2022	YTD 2021	2021	2020	2019	2019
	1/7-30/09	1/7-30/09	1/1-30/09	1/1-30/09	1/1 - 31/12	1/1 - 31/12	1/1 - 31/12	1/1 - 31/12
	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	NGAAP
(In NOK 1,000)	Unaudited	Unaudited	Unaudited	Unaudited			Unaudited
Cash flow from operating activities
Profit/(loss) before tax	59,562	-11,305	82,602	-43,419	-63,648	-34,252	-2,609	-2,609
Net gain from sale of PPE	452	0	-3,764	0
Depreciations and amortizations	9,236	2,733	25,314	5,677	9,746	3,289	7	7
Write down, project inventory	0	0	0	0	3,010	0	0	0
Net income from associated companies and JVs	-76,071	-4,806	-99,811	-5,915	-16,373	3,556	0	0
Share based payment - non cash to equity	16,838	2,000	21,329	3,100	4,388	1,251	0	0
Net interest paid/received	19,808	4,500	24,283	8,700	8,531	1,656	0	0
Unrealised foreign exchange (gain)/loss	-11,647	0	-10,142	0	0	-1,514	0	0
Change in inventories due to capitalized salaries and other expenses	-15,731	-2,200	-39,103	-5,200	-9,245	-6,100	0	0
Change in accounts payable	-50,053	-34,100	-57,053	-17,000	12,369	6,128	0	0
Change in accounts receivabe	71,053	-440	83,053	-700	-8,791	5,477	-611	-611
Change in other short term assets and liabilities	91,928	-16,400	126,133	-19,500	-10,710	16,195	307	307
Net cash flow from operating activities	115,375	-60,018	152,839	-74,257	-70,722	-4,314	-2,906	-2,906
Cash flow from investing activeties
Interest received	7,596	-200	9,834	1,000	653	984	0	0
Investments in property, plant and equipment and intagibles	-96,460	-27,000	-168,400	-115,600	-179,501	-2,842	0	0
Proceeds from sale of PPE and project inventory	41,132	0	62,122	0
Acquisition of shares in subsidiaries, net liquidity outflow	0	-82,700	-69,892	-228,400	-318,262	-11,690	0	0
Investments in associated companies	0	-239,700	-31,000	-331,800	-331,806	-340,637	0	0
Net cash flow from (used in) investing activities	-47,732	-349,600	-197,336	-674,800	-828,916	-354,184	0	0
Cash flow from financing activeties
Payment to escrow account	0	-85,000	-16,000	-85,100	-84,828	-152,422	0	0
Transfer from escrow account	0	152,400	60,000	152,400	152,422	0	0	0
Proceeds from new term loans	0	20,000	116,000	114,400	226,348	0	0	0
Repayment of term loan	0	-93,990	-118,000	-169,700	-282,646	-28,621	0	0
Repayment of short-term interest-bearing liabilities	-2,621	67	-9,911	-236,700	-236,767	236,767	0	0
Interest paid other than lease	-5,227	-4,200	-10,893	-9,500	-9,029	-2,394	0	0
Payment on lease liabilities - interest	-300	-100	-719	-100	-155	-153	0	0
Repayment on lease liabilities	-2,197	-340	-2,616	-825	-974	-750	0	0
Share capital increase	766,135	33,350	766,135	1,068,100	1,646,945	905,928	8,000	8,000
Group contributions/dividends paid	0	0	0	0	0	0	0	0
Net cash flow from financing activities	755,790	22,187	783,996	832,975	1,411,316	958,355	8,000	8,000
Total change in cash and cash equivalents	823,434	-387,431	739,499	83,918	511,679	599,856	5,094	5,094
Effect of exchange rate changes on cash and cash equivalents	-1,498	0	-1,498	0	-1,872	47	0	0
Cash and cash equivalents at start of period	1,031,000	1,076,600	1,114,934	605,126	605,126	5,223	129	129
Cash and cash equivalents at end of period	1,852,935	689,169	1,852,934	689,045	1,114,934	605,126	5,223	5,223

9.6 Selected statement of changes in equity

The table below sets out selected data from the Company's statement of changes in equity for the years ended 31 December 2021 and 31 December 2020 (both prepared in accordance with IFRS), the period ended 31 December 2019 (prepared in accordance with NGAAP) and the nine-month period ended 30 September 2022.

									Non
			Attributable to parent company equity holders						controlling	Total equity
							interests
(In NOK 1,000)	Paid in capital Other Equity
				Cash flow
		Share	Share based	hedge	Exchange	Retained	Total other
	Share capital	premium	payment	reserves	differences	earnings	equity
Equity as at 01.01 2019:	750	0	0	0	0	-1,312	-1,312	-562	0	-562
Sharecapital increase	200	7,800	0	0	0	0	0	8,000	0	8,000
Profit for the period	0	0	0	0	0	-2,609	-2,609	-2,609	0	-2,609
Total comprehensive income	0	0	0	0	0	-2,609	-2,609	-2,609	0	-2,609
Transaction with non-controlling intrest	0	0	0	0	0	0	0	0	0	0
Transfer to other equity	0	0	0	0	0	0	0	0	0	0
Equity as at 31.12 2019	950	7,800	0	0	0	-3,921	-3,921	4,829	0	4,829
Equity as at 01.01.2020:	950	7,800	0	0	0	-3,921	-3,921	4,829	0	4,829
Sharecapital increase	25,316	1,053,875	0	0	0	0	0	1,079,191	4,939	1,084,130
Share based payments in the year	0	0	1,251	0	0	0	1,251	1,251	0	1,251
Loss for the period	0	0	0	0	0	-33,865	-33,865	-33,865	0	-33,865
Other comprehensive income	0	0	0	907	-2,542	0	-1,634	-1,634	0	-1,634
Total comprehensive income	0	0	0	907	-2,542	-33,865	-35,500	-35,500	4,939	-35,500
Transaction with non-controlling intrest	0	0	0	0	0	4,041	4,041	4,041	-4,041	0
Transfer to other equity	0	0	0	0	0	898	898	898	-898	0
Equity as at 31.12 2020	26,266	1,061,675	1,251	907	-2,542	-32,847	-33,230	1,053,712	0	1,054,711
Equity as at 01.01.2021:	26,266	1,061,675	1,251	907	-2,542	-32,847	-33,230	1,053,712	0	1,053,711
Sharecapital increase	32,545	1,614,550	0	0	0	0	0	1,647,095	0	1,647,095
Share based payments in the year	0	0	4,388	0	0	0	4,388	4,388	0	4,388
Loss for the period	0	0	0	0	0	-62,415	-62,415	-62,415	0	-62,415
Other comprehensive income	0	0	0	2,245	-9,060	0	-6,815	-6,815	0	-6,815
Total comprehensive income	0	0	0	2,245	-9,060	-62,415	-69,231	-69,231	0	-69,231
Transaction with non-controlling intrest	0	0	0	0	0	0	0	0	0	0
Transfer to other equity	0	0	0	0	0	0	0	0	0	0
Equity as at 31.12 2021	58,811	2,676,075	5,639	3,152	-11,602	-95,885	-98,696	2,636,191	0	2,636,191
Equity as at 01.01 2022:	58,811	2,676,075	5,639	3,152	-11,602	-95,885	-98,695	2,636,191	0	2,636,191
Sharecapital increase	14,008	818,840	0	0	0	0	0	832,848	75,872	908,720
Share based payments in the year	0	0	21,329	0	0	0	21,329	21,329	0	21,329
Loss for the period	0	0	0	0	0	80,397	80,397	80,397	4,617	85,014
Other comprehensive income	0	0	0	69,400	30,870	0	100,270	100,270	-400	99,870
Total comprehensive income	0	0	0	69,400	30,870	80,397	180,667	180,667	4,217	184,884
Transaction with non-controlling intrest	0	0	0	0	0	0	-530	-530	530	0
Transfer to other equity	0	0	0	0	0	0	0	0	444	444
Equity as at 30.09.2022 (unaudited)	72,819	3,494,915	26,968	72,552	19,268	-15,488	103,301	3,670,505	81,063	3,751,568

10 OPERATING AND FINANCIAL REVIEW

This operating and financial review should be read together with Section 4 (General information), Section 7 (The business of the Group), Section 9 (Selected financial and other information) and the financial statements, including related notes, incorporated by reference in Section 20.3.

This operating and financial review contains forward-looking statements. These forward-looking statements are not historical facts, but are rather based on Cloudberry's current expectations, estimates, assumptions and projections about the Group's industry, business, strategy and future financial results. Actual results could differ materially from the results contemplated by these forward-looking statements because of a number of factors, including those discussed in Section 2 (Risk factors) and Section 4.4 (Cautionary note regarding forward-looking statements) of this Prospectus, as well as other Sections of this Prospectus.

10.1 Results by operating business segment and geographic area

Introduction

The Company's business model is based on three revenue generating segments and one cost-efficient corporate segment. The revenue generating segments are:

• 1. Development (100% owned): Green-field development both on and off-shore with a long history of organic, in-house developments of wind and hydropower assets in Norway and Sweden.
• 1. Production (100% owned): An active owner of renewable power assets in the Nordics.
• 1. Operations (60% owned): An asset manager and operator of hydro and wind assets including digital solutions with a scalable operating platform.

In 2021 the Group reported under these three business segments in accordance with IFRS 8 "Operating Segments" (IFRS 8). Segment financials were from 2021 reported on a proportionate basis. The key differences between the proportionate and the consolidated IFRS financials are that all entities are included with the Group's respective ownership share, meaning:

• Associated companies (ownership between 20%-49%) or joint ventures (ownership 50%) are included in the financial accounting lines, the profit or loss statement and share of assets and net debt, with the respective proportionate ownership share. In the consolidated financials associated companies and joint ventures are consolidated with the equity method.
• Subsidiaries that have non-controlling interests (ownership between 50%-99%) are presented with only the Group controlled ownership share, while in the consolidated financials they are included with 100%.
• Group internal revenues, expenses and profits are eliminated in the consolidated financial statements, while in the proportionate financials, internal revenue and expenses, are retained.
• Proportionate interest-bearing debt and NIBD does not include shareholder loans

This is how the internal financial reporting to the Group's chief operating decision maker, defined as the Executive Management team, is prepared. The business segments are determined based on the differences in the nature of their operations. Segment information is accordingly included on this basis in the notes to the Annual Financial Statement. Please see note 4 of Cloudberry's audited consolidated financial statements for the year ended 31 December 2021 and Section 7 (The business of the Group) for further information regarding the Group's business segments.

Proportionate segment information for the Group for the nine-month periods ended 30 September 2022 and 30 September 2021

The following tables set out the unaudited Group segment reporting for the period from 1 January 2022 to 30 September 2022 and the period from 1 January 2021 to 30 September 2021:

YTD 2022 Unaudited
								Residual ownership for
					Total	Group	Elimination of equity	fully consolidated	Total
NOK 1000	Production	Development	Operations	Corporate	Proportionate	eliminations	consolidated entities	entities	Consolidated
Total revenue	278,869	202,963	28,008	0	509,840	-213,222	-185,055	30,765	142,328
Operating expenses ex depreciations and amortisations	-99,638	-17,158	-22,941	-44,169	-183,906	15,869	70,552	-26,923	-124,408
Net income/(loss) from associated companies	0	0	0	0	0	0	99,811	0	99,811
EBITDA	179,231	185,805	5,067	-44,169	325,934	-197,353	-14,692	3,841	117,731
Depreciation and amortisation	-27,763	-180	-5,217	-1,737	-34,898	0	13,542	-3,958	-25,314
Operating profit (EBIT)	151,468	185,625	-150	-45,906	291,037	-197,353	-1,150	-117	92,417
Net financial items	-892	-14,863	-2,235	27,929	9,938	0	-22,191	2,274	-9,979
Profit/(loss) before tax	150,576	170,761	-2,385	-17,977	300,975	-197,353	-23,341	2,157	82,438
	0	0	0	0	0	0	0	0	0
	0	0	0	0	0	0	0	0	0
Total assets	3,087,034	262,208	235,842	2,195,337	5,780,422	-589,958	-1,467,137	1,076,158	4,799,485
Interest bearing debt	913,523	0	6,000	0	919,523	0	-548,760	3,976	374,739
Cash	-124,100	4,999	85,611	1,832,371	1,798,880	0	-135,700	189,755	1,852,935
NIBD	1,037,623	-4,999	-79,611	-1,832,371	-879,357	0	-413,000	-185,779	-1,478,136

								Residual ownership
					Total	Group	Elimination of equity	for fully consolidated	Total
NOK 1000	Production	Development	Operations	Corporate	Proportionate	eliminations	consolidated entities	entities	Consolidated
Total revenue	41,800	4,800	N/A	0	46,600	0	-27,400	0	19,200
Operating expenses ex depreciations and amortisations	-20,800	-18,200	N/A	-23,100	-62,100	0	12,600	0	-49,500
Net income/(loss) from associated companies	0	0	N/A	0	0	0	5,900	0	5,900
EBITDA	21,000	-13,400	N/A	-23,100	-15,500	0	-8,900	0	-24,400
Depreciation and amortisation	-11,600	-100	N/A	-800	-12,500	0	6,800	0	-5,700
Operating profit (EBIT)	9,400	-13,500	N/A	-23,900	-28,000	0	-2,100	0	-30,100
Net financial items	-13,300	900	N/A	-800	-13,200	0	-200	0	-13,400
Profit/(loss) before tax	-3,900	-12,600	N/A	-24,700	-41,200	0	-2,300	0	-43,500
	0	0		0	0	0	0	0	0
	0	0		0	0	0	0	0	0
Total assets	1,920,963	301,000	N/A	758,200	2,980,163	0	-559,000	0	2,421,163
Interest bearing debt	759,530	1,500	N/A	0	761,030	0	-534,000	0	227,030
Cash	185,146	-27,600	N/A	755,800	913,346	0	-224,000	0	689,346
NIBD	574,384	29,100	N/A	-755,800	-152,316	0	-310,000	0	-462,316

The main developments in proportionate segment reporting are the following:

Revenue

YTD 2021 Unaudited

Total proportionate revenue was NOK 509.8 million for the nine-month period ended 30 September 2022 compared to NOK 46.6 million for the nine-month period ended 30 September 2021. The increase is mainly due to the following segments:

• Increase of NOK 237 million in the Production segment due to increased production volumes and increased average price.
• Increase of NOK 198 million in the Development segment due to gain on Hån Vindpark which was sold from Development to Production in Q3 2022.
• Increase of NOK 28 million in Operations, a new business segment subject to reporting following the acquisition of Captiva in January 2022.

Operating expenses

Total proportionate operating expenses were NOK 183.9 million for the nine months ended 30 September 2022 compared with NOK 62.1 million for the nine months ended 30 September 2021. The increase is related to the following segments:

Increased operating expenses of NOK 78.8 million in the Production segment relates mainly to increased production, and primarily related to lease to landowners which is dependent on revenues.

• A decrease in Development segment due to higher development costs related to projects that capitalise costs.
• Increase of NOK 22.9 million related to Operations, a new business segment subject to reporting following the acquisition of Captiva in January 2022.
• The Corporate segment increased with NOK 21.1 million, this is mainly related to increased cost of personnel due to increased warrant costs.

Depreciations and amortisations

Total proportionate depreciations and amortisations was NOK 34.9 million for the nine months ended 30 September 2022 compared with NOK 12.5 million for the nine months ended 30 September 2021. The increase is related to the following segments:

• The Production segment increased with NOK 16.2 million related to depreciation of new assets acquired.
• The Operations segment was NOK 5.2 million, a new business segment subject to reporting following the acquisition of Captiva in January 2022.
• The Corporate segment increased with NOK 0.9 million due to new IT systems.

Assets

Total asset proportionate was NOK 5,780.4 million for the nine months ended 30 September 2022 compared with NOK 2,980.2 million for the nine months ended 30 September 2021. The increase is related to the following segments:

• The Production segment increased with NOK 1,166.1 million due to acquisitions and investment in producing and under construction power plants. This is mainly related to new producing power plants in the segment last twelve months, which is Åmostsfoss, Tinnkraft and Bøen Kraft, increase from Forte and Odal Vind, and the acquisition of Hån windfarm from the Development segment.
• The Development segment was reduced with NOK 38.8 million mainly due to disposal of the development projects Hån and 50% of Stenkalles. New projects acquired is related to Munkhyttan and Kafjärden increasing assets with NOK 33.7 million.
• The Operations segment was acquired in January 2022 and represent an increase of NOK 235.8 million, the Operations segment represent the investment of 60% in the Captiva Group. The proportionate assets represent Cloudberry's proportionate ownership share in the respective companies.
• The Corporate segment increased with NOK 1,437.1 million and is mainly due to capital increased completed in December 2021 and September 2022 of gross NOK 600.0 million and NOK 800.0 million respectively.

Interest-bearing debt

Total interest-bearing debt was NOK 919.5 million per 30 September 2022 compared with NOK 761.0 million per 30 September 2021. The increase is related to the following segments:

• Increased debt of NOK 154.0 million in the Production segment is mainly related to the acquisition of the power plants, Åmotsfoss, Tinnkraft, Ramsliåna and Bøen Kraft.
• Increased debt of NOK 6.0 million related to the Operations segment which was acquired in January 2022.
• The Development segment have reduced debt with NOK 1.5 million related to provisions that is paid or reclassified to non-interest bearing debt

Proportionate segment information for the Group for the years ended 2021, 2020 and 2019

The following tables sets out the Group segment reporting for the years ended 31 December 2021 (with reconciliation to IFRS), 31 December 2020 (with reconciliation to IFRS), and 2019 (NGAAP).

Please note that the Group did not report on proportionate financials in the segment reporting in 2019 or 2020 annual reporting, consequently these tables have been prepared as comparable figures (unaudited).

FY 2021

						Elimination of
						equity
				Total	Group	consoidated	Total
NOK million	Production	Development	Corporate	Proportionate	eliminations	entities	Consolidated
Total revenue	76,700	5,800	0	82,500	0	-41,615	40,885
Operating expenses ex depreciations and amortisations	-34,100	-35,300	-37,800	-107,200	0	18,419	-88,781
Net income/(loss) from associated companies	0	0	0	0	0	16,370	16,370
EBITDA	42,600	-29,500	-37,800	-24,700	0	-6,826	-31,526
Depreciation and amortisation	-18,030	-200	-1,138	-19,368	0	9,662	-9,706
Operating profit (EBIT)	24,570	-29,700	-38,938	-44,068	0	2,836	-41,232
Net financial items	-7,900	-3,400	-2,600	-13,900	0	-8,321	-22,221
Profit/(loss) before tax	16,670	-33,100	-41,538	-57,968	0	-5,485	-63,453
	0	0	0	0	0	0	0
	0	0	0	0	0	0	0
Total assets	2,064,930	307,590	1,442,790	3,815,310	-110,298	-586,642	3,118,370
Interest bearing debt	826,300	0	0	826,300	0	-522,100	304,200
Cash	10,571	-58,600	1,330,084	1,282,055	0	-167,119	1,114,936
NIBD	815,729	58,600	-1,330,084	-455,755	0	-354,981	-810,736

FY2020

						Elimination of
						equity	Group
				Total	Group	consoidated	consolidated
NOK 1000	Production	Development	Corporate	proportionate	eliminations	entities	financials
Total revenue	5,122	93	118	5,333	-200	-1,493	3,640
Operating expenses ex depreciations and amortisations	-7,084	-8,395	-16,355	-31,834	0	1,930	-29,904
Net income/(loss) from associated companies	0	0	0	0	0	-3,556	-3,556
EBITDA	-1,962	-8,302	-16,237	-26,501	-200	-3,119	-29,822
Depreciation and amortisation	-4,066	-203	-870	-5,139	0	1,850	-3,289
Operating profit (EBIT)	-6,028	-8,505	-17,107	-31,640	-200	-1,270	-33,110
Net financial items	-1,826	-294	-152	-2,272	-139	1,270	-1,141
Profit/(loss) before tax	-7,854	-8,799	-17,259	-33,912	-339	1	-34,253
Total assets	850,781	208,347	593,940	1,653,069	46	-256,254	1,396,861
Interest bearing debt	498,950	0	0	498,950	0	-235,742	263,207
Cash	92,608	4,850	551,239	648,697	0	-43,572	605,126
NIBD	406,342	-4,850	-551,239	-149,747	0	-192,170	-341,918

FY2019

						Elimination of equity	Group
NOK 1000	Production	Development	Corporate	Total proportionate	Group eliminations	consoidated entities	consolidated financials
Total revenue	0	0	279	279	0	0	279
Operating expenses ex depreciations and amortisations	0	0	0	-2,885	0	0	-2,885
Net income/(loss) from associated companies	0	0	0	0	0	0	0
EBITDA	0	0	0	-2,606	0	0	-2,606
Depreciation and amortisation	0	0	0	-7	0	0	-7
Operating profit (EBIT)	0	0	0	-2,613	0	0	-2,613
Net financial items	0	0	0	4	0	0	4
Profit/(loss) before tax	0	0	0	-2,609	0	0	-2,609
Total assets	0	0	0	5,304	0	0	5,304
Interest bearing debt	0	0	0	0	0	0	0
Cash	0	0	0	5,223	0	0	5,223
NIBD	0	0	0	-5,223	0	0	-5,223

The main developments in proportionate segment reporting are the following:

Revenue

Total proportionate revenue was NOK 82.5 million in 2021 compared to NOK 5.3 million in 2020. The increase is mainly due to the following segments:

• Production: Revenue from increased power production volumes from the acquisitions of producing power plants in 2021, as further described in Section 7.3.1 (Transactions completed in 2021), and proportionate power revenue from the Forte portfolio which was acquired during Q4 2020.
• Development: Other income from an insurance settlement in 2021 of NOK 5 million.

The increase from 2019 to 2020 from NOK 0.3 million to NOK 5.3 million is due to increase in the Production segment from the acquisition of the wholly owned power plants Røyrmyra and Finnesetbekken, and the proportionate share of revenues from the 34% owned Forte portfolio acquired in Q4 2020.

Operating expenses

Total proportionate operating expenses were NOK 107.3 million in 2021 compared with NOK 31.8 million in 2020. The increase is related to the following segments:

• Production: Mainly related to the acquired power plants in 2021 (fully owned), as further described in Section 7.3.1 (Transactions completed in 2021), and the proportionate ownership in the Forte portfolio and Odal Vind AS.
• Development: Increased development activities and project costs primarily related to wind project in the southern part of Sweden and Norway.
• Corporate: Increased number of employees, M&A-activities and listing costs related to the up listing from Euronext Growth to Oslo Stock Exchange's main list in June 2021.

The increase from 2019 to 2020 from NOK 2.9 million to NOK 31.8 million is related to the forming of the Group, see Section 7.7 (History and important events), increased number of employees and M&Aactivities.

Depreciations and amortisations

Total proportionate depreciations and amortizations was NOK 19.4 million in 2021 compared with NOK 5.1 million in 2020. The increase is related to the following segments:

Production: Increased depreciations related to acquired producing power plants in 2021 (fully owned, as further described in Section 7.3.1 (Transactions completed in 2021), and proportionate share of depreciations and amortisations of producing power plants in the Forte portfolio acquired in fourth quarter 2020.

The increase in proportionate depreciations and amortisations from 2019 to 2020 from NOK 0 million to NOK 5.1 million is related mainly to the following segments:

• Production: Increased depreciations related to the acquisition of the wholly owned producing power plants Røyrmyra and Finnesetbekken and the proportionate share of depreciations related to the 34% share of the Forte portfolio acquired in quarter 2020.
• Corporate: Depreciations related to with to use office lease agreement which was recognised in March 2020.

Assets

Total asset proportionate was NOK 3,815.3 million per 31 December 2021 compared with NOK 1,653.1 million per 31 December 2020. The increase is related to the following segments:

• Production: The increase in assets is related to acquisitions of producing power plants in 2021, as further described in Section 7.3.1 (Transactions completed in 2021).
• Development: Increase is related to investments in property plants and equipment related to Hån wind power plant where a final investment decision was made in June 2021, and capitalised costs related to other development projects with concession or in concession process.
• Corporate: Increased assets are mainly related to cash and cash equivalents after capital raises completed in 2021.

The increase from 31 December 2019 to 31 December 2020 from NOK 5.3 million to NOK 1,653.1 million is related to formation of the Group in February 2020, see Section 7.7 (History and important events), capital raisings and investment in the 34% share of the Forte portfolio acquired in fourth quarter 2020.

Interest-bearing debt

Total interest-bearing debt was NOK 826.3 million per 31 December 2021 compared with NOK 499.3 million per 31 December 2020. The increase is related to the Production segment and the following:

• Proportionate share of interest-bearing debt in Odal Vind AS (33.4%) which was drawn down in Q2 2021.
• Increased debt related to the acquisition of power plants in 2021, as further described in Section 7.3.1 (Transactions completed in 2021).

The increase from 31 December 2019 to 31 December 2020 from NOK 0 million to NOK 499.0 million is related to the formation of the Group in February 2020 and proportionate share of interest-bearing debt in the Forte portfolio (34% ownership) acquired in Q4 2020, see Section 7.7 (History and important events).

Geographic segment information for the Group for the nine months periods ended 30 September 2022 and 30 September 2021

The Group's revenue is mainly generated in Norway and Sweden, but some customers in the Operations business are located outside of the Nordic countries.

The following table sets out the Groups consolidated IFRS reported total revenue, disaggregated by segment, geography and timing of revenue recognition on a consolidated basis, as extracted from the Interim Financial Statements for the periods ended 30 September 2022 (IFRS) and 30 September 2021 (IFRS).

Segment information (Unaudited)	Geographic location where the revenue is generated
(In NOK 1,000)	Norway	Sweden	Total
Year to date 30 September 2022
Power Production	99,627	0	99,627
Project Development	0	97	97
Operations	42,533	0	42,533
Corporate	0	0	0
Total revenue in YTD 2022 (IFRS )	142,160	97	142,257
Year to date 30 September 2021
Power Production	14,433	0	14,433
Project Development	4,809	0	4,809
Operations	N/A	N/A	N/A
Corporate	0	0	0
Total revenue in YTD 2021 (IFRS )	19,242	0	19,242

Main developments in total revenues per segment and geographic location

Revenue from power production was NOK 99.6 million as of 30 September 2022 compared with NOK 14.4 million as of 30 September 2021. The increase is related to revenue from power production in Norway.

Revenue from project development was NOK 0.1 million as of 30 September 2022 compared with NOK 4.8 million as of 30 September 2021. The decrease is related to non-recurring insurance settlement paid to the Group in 2021 related to the construction of Marker development project which was sold from Scanergy AS in 2019.

Revenue from Operations was NOK 42.5 million as of September 2022, the segment was established in January 2022 and has no comparable figures. Revenue is mainly generated in the Norwegian market.

Geographic segment information for the Group for the years ended 2021, 2020 and 2019

The Group's revenue is generated in Norway and Sweden. However, for the financial years 2019, 2020 and 2021, 100% of the sales revenue has been generated in Norway, and only in 2021 there was some other income generated in Sweden.

The following table sets out the Groups consolidated IFRS reported total revenue, disaggregated by segment, geography and timing of revenue recognition on a consolidated basis, as extracted from the Annual Financial Statements for the years ended 31 December 2021 (IFRS), 31 December 2020 (IFRS), and 2019 (NGAAP). Please note segment is presented based on consolidated IFRS, not proportionate, so that the figures will be reconciled with the right column in the tables presented in section 10.1.2 above. As the Group was founded in February 2020, the historical figures for 2019 presented in the table is for the Company only. In presenting the geographic information, revenue has been based on the geographic location where the revenue is generated:

Segment information	Geographic location where the revenue is generated
(In NOK 1,000)	Norway	Sweden	Total
Year ended 31 December 2021
Power Production	35,095	0	35,095
Project Development	4,963	840	5,803
Corporate	0	0	0
Total revenue in 2021 (IFRS )	40,898	840	40,898
Year ended 31 December 2020
Power Production	3,430	0	3,430
Project Development	93	0	93
Corporate	118	0	118
Total revenue in 2020 (IFRS )	3,640	0	3,640
Year ended 31 December 2019
Power Production	0	0	0
Project Development	0	0	0
Corporate	279	0	279
Total revenue in 2019 (NGAAP)	279	0	279

Main developments in total revenues per segment and geographic location

Revenue from power production was NOK 35.1 million in 2021 (Norway) compared with NOK 3.4 million in 2020 (Norway). The increase is related to revenue from increased power production volumes from the acquisition of producing power plants in 2021, as further described in Section 7.3.1 (Transactions completed in 2021).

Revenue from production increased from NOK 0 in 2019 to NOK 3.4 million in 2020 due to the formation of the Group where the transaction included the producing power plants Røyrmyra and Finnesetbekken.

Revenue from project development was NOK 5.8 million in 2021 which comprise of an insurance settlement in Norway related to the Marker wind project of NOK 5.0 million and NOK 0.8 million other income in Sweden related to the Stenkalles wind project.

Key factors affecting the Group's results of operations and financial performance

Introduction

The Group's results of operations, financial position and liquidity have been affected in the years under review, and are expected to continue to be affected, by certain principal factors and development relating to its business, including, in particular: power prices, production volumes, operational cost, construction cost, interest and inflation rates, exchange rates, trends within the industry, ability to develop new projects, acquisitions, general economic conditions, tax rates and weather conditions. Power prices and production volumes have to the date of this Prospectus had the most significant impact on the Group's income.

Other than the factors described in this Section 10.1.6 (Key factors affecting the Group's results of operations and financial performance) the Group does not consider any governmental, economic, fiscal, tax, monetary or political policy or factor individually to have had a material effect, directly or indirectly, on its operations in the years under review.

Power prices

The profitability of the Group's producing power plants depends on the volume and prices of the electricity produced. Volume and price of electricity are at the date of this Prospectus the most significant factors affecting the income from operations. In 2021, 80% of the Group's revenue was from electricity generation, Electricity Certificates and Guarantees of Origin. Although some of the future sale is expected to be based on fixed PPAs, 98% of the Group's sale is currently exposed to price risk related to electricity sold at spot rates.

During 2021, the Group had entered into fixed price contracts for sale of the production of Røyrmyra Vindpark AS and Selselva Kraft AS, which covered the period until the end of 2021 and about 10% of the total production volumes in 2021. The Group have accounted PPAs as own use contracts which are not recognised in the statement of financial position in accordance with IFRS 9 but accounted for as contracts with customers after IFRS 15 (bilateral industry contracts and settled by physical delivery).

The remaining part of the Group's production volume was exposed to fluctuations in the market prices for electricity, Electricity Certificates and Guarantees of Origin. Both Electricity Certificates and Guarantees of Origin constitute a limited part of the Group's revenues. Please see Section 6.5.2 (Price expectations) for further information on power price expectations.

During 2022 the Group has entered into one new fixed agreement (4 GWh) with start date January 2023 and end date December 2027. The Group has also a fixed agreement (8 GWh) in Bøen Kraft with an end date in December 2024. In total the fixed agreements in place will cover about 2-3% of expected aggregated total production volumes going forward, based on the current portfolio. The PPA at Bøen is accounted as a financial instrument with change in fair value over the profit or loss statement, while the financial PPA of ~4 GWh is recognised using hedge accounting with change in fair value recognised over other comprehensive income.

Electricity prices are inter alia dependent on substitute or adjacent commodity prices such as e.g. oil, gas and coal prices, but also dependent on metrological conditions, CO2 pricing and other supply and demand factors going into the clearing of the market price of electricity.

Lower power prices will affect the revenue and liquidity of the Group. If the power prices remain lower than expected for a longer period of time the balance sheet will most likely also be affected (impairment testing and possible write downs).

Production volumes

Production volumes are a sensitive input factor for Cloudberry's revenue and, together with power price, represent the largest factor affecting income from operations. Power price multiplied by production volumes equals revenue. On portfolio level, there have not been any significant deviations in the expected production volumes from the existing power plants. Production volumes have steadily increased over the past years and are expected to increase further in accordance with completion of new plants, see Section 7.2 (Overview of the Group's operations and activities).

Production volumes are highly correlated to precipitation and wind. For hydro power, precipitation is the key input factor for volume of water in the rivers and the total volume of water in the reservoirs. Increased precipitation volumes are directly correlated with increased production volumes. For wind farms, stable and high wind speeds are directly correlated with the production volumes (kWh produced); however, new technology (better and larger turbines & blades) has improved the overall volume output and opened new possibilities and areas with lower wind speeds. Expected production volumes are normally calculated based on historical wind- and hydro data from public sources or third-party research. During 2022 there has been historical low levels of precipitation in the south of Norway and historical high levels of precipitation in the northern areas of Norway.

Operational costs (opex)

New hydro power plants in production are highly efficient and require minimum maintenance and repair. Norway has a long tradition within hydro power and was an early adopter of modern technology in order to monitor and control the hydro power stations remotely (reducing operational costs). Hydro turbines located in Nordic rivers have a typical lifetime expectancy of 50 – 100 years due to low wear on the equipment. The opex costs are often also linked to the revenue in order to reduce fixed costs and secure the downside profitability. Operational cost for Cloudberry's hydro power production (excluding landlease) is about EUR 4 per MWh (about 5 - 10% of the expected revenue)

Wind power has higher operational costs due to more moving parts and wear on the equipment. Even though the opex costs vary from project to project depending on agreements with the turbine providers, an opex of EUR 12 per MWh (about 15 - 30% of the expected revenue) is a fair estimate for Cloudberry's wind production. The opex includes tax and tariff fees. On portfolio level, there have not been any significant deviations in the expected opex from the existing power plants. Opex have steadily increased over the last years and are expected to increase further in accordance with completion of new plants.

Capital expenditure (capex)

The costs of commodities are important input factors to Cloudberry's hydro and wind projects. Commodities like steel, cement and copper will impact the cost of turbines, foundations, roads and cables. Increasing prices will make Cloudberry's projects less profitable as long as the power prices are kept constant.

The logistic costs will also affect the total capex of new projects. Several parts and components are produced in Asia and will be affected by shipping rates, supply chain delays and the Covid-19 pandemic. Higher rates and longer lead times will in most cases lead to higher capex in the construction phase. Odal Vind AS has been adversely affected by the pandemic. All 32 wind turbines are at the date of this Prospectus installed, but the final capex is expected to be 5% higher than the initial budget.

Interest rates and inflation rates

The Group's underlying assets will normally be partially loan-financed. An increase in interest rates will lead to higher financing costs, which reduces the Group's profitability. The Company has reduced interest rate risk by fixing the interest rates for 10 – 21 years in certain projects. As a result of this, Cloudberry do not expect any significant change to the Group's expected cash flows from existing projects though long-term interest rates have increased significantly during 2022.

Higher inflation might lead to higher power prices and higher opex and capex costs. Higher power prices will increase Cloudberry's revenue while general cost inflation will drive up prices both on the operations but also the capital expenses in the construction phase. Odal Vind AS has been affected by the Covid-19 pandemic and to a certain extent increased costs as a result of inflation.

Exchange rates

Norwegian power companies sell the power through Nord Pool. Trades on Nord Pool are settled in EUR but can immediately be exchanged to NOK. Any fluctuations in exchange rates between NOK, SEK and EUR affect the Group's business, results of operations, cash flows, financial condition and/or prospects. Additionally, the Group has employees and operations in Sweden, which also exposes the Group to currency risk.

In the Group's construction projects, there are often a variety of contracts nominated in EUR and NOK and sometimes also SEK. The Group does currently not have any currency hedging but have deposits in all three currencies to match the liabilities going forward.

General economic conditions

A downturn in general economic conditions can potentially affect the Company in several ways.

The Covid-19 pandemic resulted in a general decrease in the activity level in Norway and Sweden and thus reduced demand for power which had a negative impact on the power prices in 2020. On the contrary increased activity in 2021/2022 and the war in Ukraine has resulted an energy crisis in Europe giving historically high-power prices in the southern areas of the Nordics.

A majority of Cloudberry's production segment is sensitive to short-term changes in electricity pricing. In 2021, about 90% of Cloudberry's fully owned produced volumes were affected by short-term fluctuations in energy pricing, while about 10% was fixed on long-term agreements. In our development segment, our projects have low sensitivity to short-term prices and our valuation is based on long-term expectations. Long-term power expectations normally have low volatility, and range between EUR 45 – 55 per MWh (NOK 45 – 55 øre/kWh). Cloudberry uses third party analysis from Volue as part of its strategy for financial modelling and decision making.

Trends within the industry

The global energy transition is well under way, and Europe, in particular, has set ambitious new targets for climate-neutrality. The region needs to double its share of electricity produced from renewable sources by 2030 to meet stricter emissions-reduction targets. The war in Ukraine might accelerate the transition further as larger parts of Europe are looking to become less dependent on Russian gas. The Nordics, with its rich hydro and wind power opportunities, will be an important part of the solution. Cloudberry has a clear ambition to contribute substantially to this expansion through organic greenfield developments, and by supporting structural changes in the Nordic renewable energy industry. Cloudberry is committed to the renewable energy transition and believe the power prices in Europe will be converging with new interconnectors.

Unexpected success in other areas of renewable energy may however reduce the pressure on the authorities to allow for development of wind parks and hydropower plants. This may affect the Group's future investment opportunities and reduce the second-hand value of its power plants. The same may also hold true for non-renewable or currently unknown energy technologies.

Ability to develop new projects

Cloudberry's develop segment holds a portfolio of renewable projects in Sweden and Norway and is responsible for developing the projects with external construction partners.

Cloudberry has an experienced development office in Karlstad, Sweden that has developed 10 projects and more than 300 MW of ready to construct projects. The development team was recently strengthened with a new and dedicated team in Gothenburg. The team focuses on industrial projects and shallowwater projects in the Baltic. The development team has a proven record developing both on and offshore licenses. The team sees several opportunities in both Norway and Sweden. With new and better technology, the team can focus on less impacted areas in order to develop sustainable projects.

The development segment is sensitive to the long-term price expectations of power prices. If the longterm expectations fall, the development projects will most likely be less valuable and therefore more difficult or impossible to finance and realise.

Acquisitions

Cloudberry's production segment has been active in the merger & acquisition market during 2020 – 2022. During 2020, low power prices and the Covid-19 pandemic resulted in several short-term opportunities and acquisition targets. For 2021 and the first quarter of 2022 the power prices have been on historical high levels. This has resulted in a highly selective acquisition process where Cloudberry has focused on local opportunities and avoided larger and more structured M&A processes where Cloudberry competes with larger European investors.

Increased focus on renewables and CO2 emissions can lead to increased competition and less available acquisition targets. To mitigate this risk, Cloudberry is focusing on an exclusive development-pipeline of in-house projects. When acquiring an asset Cloudberry seeks to secure the funding immediately, even though the financial liability is not payable immediately. Cloudberry will use its cash balance, debt market, share consideration or new equity to finance acquisitions.

A larger producing portfolio will reduce certain overhead costs and make the Group's operations more cost efficient.

Tax Rates

The Company is subject to corporate tax of 22% and 21.8% in Norway and Sweden respectively.

Norwegian wind farms have historically only been subject to ordinary taxation, including property tax where applicable. However, with effect from 1 July 2022, the Norwegian government implemented a production fee on power from wind farms at NOK 0.01/kWh (approx. 1 EUR/MWh). In October 2022 it was proposed that the production fee is increased to NOK 0.02/kWh (approx. 2 EUR/MWh). With respect to land-based wind farms (both existing and new) which are subject to license requirement and hydropower plants with an installed effect of minimum 1 MW, the Norwegian government has proposed to introduce a high price contribution tax levied on energy sold at a price above NOK 0.70/kWh at a rate of 23%, with effect from 1 January 2023. The high price contribution tax is not expected to be deductible in the calculation of corporate income tax or resource rent tax. Further, the Norwegian government has informed that they plan to introduce a resource rent tax and natural resource tax for land-based wind farms (both existing and new) which are subject to license requirement, with effect from 1 January 2023. The Norwegian government's plan is to publish a consultation paper during the autumn of 2022, and for the Parliament to resolve legislation relating to the new taxation during spring 2023.

Weather conditions

Weather conditions will impact the volumes produced and the prices obtained in the spot market. Strong and constant wind speeds or large amount of precipitation will normally increase power produced and normally lower the short-term prices. Larger production will increase revenue while lower prices will lower the revenue. Since the neighboring farms normally will experience similar weather conditions, Cloudberry simulate the correlation effect in its financial models.

Weather will also influence the installation and delivery times. High winds (above 10 meter per second) will slow installation time, while snow and difficult driving conditions will delay transport. Frozen rivers can delay testing periods of equipment while roads can be less accessible when snow and ice melts. In most cases delays cause higher capex costs in the construction phase.

Operating costs for the Group for the nine months periods ended 30 September 2022 and 30 September 2021

For the figures below, the comparisons are 2022 IFRS figures to 2021 IFRS figures.

Cost of goods sold

The Company has cost of sale of NOK 11.1 million as of 30 September 2022, or 8% of revenue. This was up from NOK 1.4 million as of 30 September 2021. The increase is related to increased power sales volume, and cost of sales related to the Operations business acquired in January 2022.

Salary personnel and costs

Salary and personnel expenses is the largest cost element in Cloudberry and was NOK 62.3 million as 30 September 2022, or 44% of revenue, this was up from NOK 17.4 million compared to 30 September 2021. The increase is due to increased number om personnel after the acquisition of Captiva, and also increases costs related to the warrant program and includes a one-time catch-up effect related to changes accounting treatment for accrual of the warrant program granted in 2021, which resulted in an additional cost of NOK 6 million in the period.

Other operating expenses

Other operating expenses were NOK 50.7 million as of 30 September 2022, or 36% of revenue. This increased from NOK 30.7 million as of 30 September 2021. The largest elements in other operating expenses for the nine months period in 2022 were (i) fees for external advisors, (ii) fall lease to landowners and (iii) operational cost of power plants.

Net income/(loss) from associated companies

Net income from associated companies was NOK 99.8 million as of 30 September 2022. This was related to Forte Energy Norway AS (34% ownership) and Odal Vind AS (33.4% ownership). The comparable figure for 30 September 2021 was NOK 5.9 million. The increase in net income is due to increased power revenue from production in the associated companies.

Depreciation and amortisation

Depreciation and amortisation amounted to NOK 25.3 million as of 30 September 2022, up from NOK 5.7 million as of 30 September 2021. Per September 2022, depreciations of producing power plant assets amounted to NOK 15 million, amortisation of right to lease assets to NOK 3 million, and amortisation of intangible assets amounted to NOK 7 million. The increase between 30 September 2022 and 30 September 2021 was mainly due to depreciation and amortisation of acquired producing powerplant assets and intangible assets and excess values related to these acquired in Captiva.

Operating costs of the Group for the years ended 2021, 2020, and 2019

For the figures below, the comparisons are 2021 IFRS figures to 2020 IFRS figures and 2020 IFRS figures to 2019 IFRS figures. There are no adjustments from 2019 NGAAP figures to 2019 IFRS figures. Please refer to table in Section 9.3 (Statement of profit and loss) for the comparison of 2019 IFRS and 2019 NGAAP figures.

Cost of goods sold

The Company had cost of sale of NOK 5.4 million in 2021, or 13% of revenue. This was up from NOK 0.1 million in 2020 (4% of revenue). The increase in 2021 is related to increased power production from the acquisitions of new producing power plants as further described in Section 7.3.1 (Transactions completed in 2021) and write down of project inventory.

In 2020 cost of sale was NOK 0.1 million (4% of revenue) compared with NOK 0.02 million in 2019 (10% of revenue).

Salary and personnel costs

Salary and personnel expenses is the largest cost element in Cloudberry and was NOK 28.1 million in 2021, or 69% of revenue. It increased from NOK 17.4 million in 2020 (479% of revenue). The increase is due to growth in number of employees and increased salary, payment to Board of Directors and use of share-based payment.

In 2020 salary and personnel expenses were NOK 17.4 million (479% of revenue) compared with NOK 2.0 million (710% of revenue) in 2019.

Other operating expenses

Other operating expenses were NOK 55.3 million in 2021, or 135% of revenue. This increased from NOK 12.3 million in 2020 (339% of revenue). The largest elements in other operating expenses for 2021 were (i) costs related to uplisting from Euronext Growth Oslo to Oslo Stock Exchange in June 2021 NOK 4 million, (ii) significant activity within merger and acquisitions and associated financial and legal due diligence costs to third parties NOK 2 million and (iii) project costs of NOK 22 million in relation to finalising the Marker wind project sold from Scanergy AS in 2019.

In 2020 other operating expenses were NOK 12.3 million (339% of revenue) compared with and NOK 0.9 million (314% of revenue) in 2019.

Net income/(loss) from associated companies and joint ventures

Net income from associated companies and joint ventures was NOK 16.4 in 2021. This was related to Forte Energy Norway AS (34% ownership) and Odal Vind AS (33.4% ownership). The comparable figures for 2020 was NOK -3.6 million (loss).

In 2020 this was NOK -3.6 million (loss) and in 2019 this was NOK 0 million.

Depreciation and amortisation

Depreciation and amortisation amounted to NOK 9.7 million in 2021, up from NOK 3.3 million in 2020. In 2021, depreciation and amortisation of producing power plant assets amounted to NOK 8.3 million, depreciation and amortisation of equipment to NOK 0.3 million, and depreciation and amortisation of right to use office lease amounted to NOK 1.0 million. The increase between 2020 and 2021 was mainly due to depreciation and amortisation of acquired producing powerplant assets and other equipment.

In 2020 depreciations and amortisations were NOK 3.3 million compared with NOK 0 million in 2019.

Financial income and expenses of the Group for the nine months periods ended 30 September 2022 and 30 September 2021

For the figures below, the comparisons are 2022 IFRS figures to 2021 IFRS figures.

Financial income

Financial income was NOK 51.7 million as of 30 September 2022, up from NOK 1.9 million as of 30 September 2021. The largest element to financial income was exchange difference gain. The increase was mainly related to external currency gain.

Financial expenses

Financial expenses were NOK 61.7 million as of 30 September 2022, up from NOK 15.2 million as of 30 September 2021. The largest elements in financial expenses were exchange difference loss and loss related to change in fair value on price purchase contract. The increase was mainly related to exchange difference and fair value change of power price contract.

Financial income and expenses of the Group for the years ended 2021, 2020, and 2019

For the figures below, the comparisons are 2021 IFRS figures to 2020 IFRS figures and 2020 IFRS figures to 2019 IFRS figures. There are no adjustments from 2019 NGAAP figures to 2019 IFRS figures. Please refer to table 10.3 for the comparison of 2019 IFRS and 2019 NGAAP figures

Financial income

Financial income was NOK 6.4 million in 2021, up from NOK 1.0 million in 2020. The largest element in financial income was other financial income and exchange differences. The increase was mainly related to income from placements in money market funds.

In 2020 financial income was NOK 1.0 million compared with NOK 0 million in 2019.

Financial expenses

Financial expenses were NOK 28.7 million in 2021, up from NOK 2.1 million in 2020. The largest elements in financial expenses were other financial expense and exchange differences of NOK 17.4 million, as well as interest expense of NOK 9.2 million (of which NOK 3.9 million is capitalised). The increase from 2020 was mainly related to increase in long-term and short-term interest-bearing debt related to power producing assets and exchange difference loss of internal borrowings to subsidiaries.

In 2020 financial income was NOK 2.1 million compared with NOK 0 million in 2019.

Non-current assets as of 30 September 2022 compared to 31 December 2021

For the figures below, the comparisons are 30 September 2022 IFRS figures and 31 December 2021 IFRS figures.

Non-current assets were NOK 2,652.3 million 30 September 2022, compared to NOK 1,735.2 million 31 December 2021.

Property, plant and equipment (PPE)

The Group had NOK 1,435.0 million in PPE on 30 September 2022, up from NOK 1,009.1 million on 31 December 2021. The increase is mainly related to acquired producing power plants and investments in power plants under construction.

The table below sets out the details of the changes in the PPE from 1 January 2022 to 30 September 2022:

		Power plant
	Producing	under		Right to use -
NOK 1000 - Unaudited	power plants	construction	Equipment	lease asset	Total
Accumulated cost 1.1.2022	818,742	254,906	2,274	6,305	1,082,226
Additions from bus.comb. and acqusitions during the year	288,000	0	1,000	9,179	298,179
Additions during the year	5,000	153,000	400	20,600	179,000
Transfer between groups	99,000	-99,000	0	0	0
Transfer from inventory	0	0	0	0	0
Cost of disposed assets	-16,500	0	0	-5,000	-21,500
Effects of movement in foreign exchange	0	1,000	0	0	1,000
Accumulated cost at 30.09.2022	1,194,242	309,906	3,674	31,084	1,538,905
Accumulated depreciations and impairment losses at 1.1.2022	70,148	0	1,053	1,902	73,103
Accumulated depreciations acquired assets during the year	13,450	0	550	0	14,000
Depreciations for the year	15,000	0	346	3,000	18,346
Impairment losses	0	0	0	0	0
Accomulated depreciations and impairment losses disposed assets	0	0	0	0	0
Effects of movements in foreigs exchange	0	0	300	-2,100	-1,800
Accumulated depreciations and impairment losses at 30.09.2022	98,598	0	2,249	2,802	103,649
Carrying amount at end of period	1,095,644	309,906	1,425	28,282	1,435,256
	748,594	254,906	1,221	4,403	1,009,123
Carrying amount beginning of period

Goodwill

The Group had NOK 124.3 million in goodwill 30 September 2022, compared to NOK 38.2 million on 31 December 2021. The goodwill is mainly derived from acquisition of Captiva in January 2022.

Investments in associated companies and joint ventures

The Group had NOK 903.5 million in investment in associated companies and joint ventures on 30 September 2022, up from NOK 677.4 million on 31 December 2021. The increase is mainly related to Forte Energy Norway AS and Odal Vind AS.

Financial assets and other non-current assets

The Group had NOK 92.3 million in financial assets and other non-current assets on 30 September 2022, compared to NOK 10.4 million on 31 December 2021. The increase during is mainly related to derivative instruments used for hedging purpose and increase in other long-term receivables.

Non-current assets as of 31 December 2021, 2020, and 2019

For the figures below, the comparisons are 31 December 2021 IFRS figures to 31 December 2020 figures, and 31 December 2020 IFRS figures to 31 December 2019 IFRS figures. There are no adjustments from 31 December 2019 NGAAP figures to 31 December 2019 IFRS figures. Please refer to table 9.4 for the comparison of 31 December 2019 IFRS and 31 December 2019 NGAAP figures.

Non-current assets were NOK 1,735 million 31 December 2021, compared to NOK 434.8 million 31 December 2020.

As per 31 December 2020 non-current assets were NOK 434.8 million compared with NOK 0 million 31 December 2019.

Property, plant and equipment (PPE)

The Group had NOK 1,009.1 million in PPE on 31 December 2021, up from NOK 58.4 million on 31 December 2020. The increase during 2021 is mainly related to acquired producing power plants and power plants under construction.

As per 31 December 2020 PPE was NOK 58.4 million compared with NOK 0 million on 31 December 2019.

The table below sets out the details of the changes in the PPE from 1 January 2020 to 31 December 2021:

	Producing	Power		Right to
NOK 1000	power plants	plant under construction	Equipment	use - lease asset	Total
Accumulated cost 1.1.2021	58 476	6 008	2 144	5 149	71 778
Additions from business combinations during the year	746 366	47 334		405	794 105
Additions during the year	1903	176 425	1173	751	180 252
Transfer between groups	11 996	(14 793)			(2 798)
Transfer from inventory		43 636			43 636
Cost of disposed assets			(751)		(751)
Effects of movement in foreign exchange		(3 704)	(293)		(3 997)
Accumulated cost at 31.12.2021	818 742	254 905	2 273	6 305	1082 226
Accumulated depreciations and impairment losses at 1.1.2021	10 968		1526	858	13 352
Accumulated depreciations acquired assets during the year	50 822				50 822
Depreciations for the year	8 358		344	1044	9 746
Impairment losses
Accomulated depreciations and impairment losses disposed assets			(736)		(736)
Effects of movements in foreigs exchange			(82)		(82)
Accumulated depreciations and impairment losses at 31.12.2021	70 148		1 052	1902	73 102
Carrying amount at end of period	748 594	254 905	1221	4 403	1 009 124
Carrying amount beginning of period	47 508	6 008	618	4 291	58 426
Estimated useful life (years)	25-50		5-10	5-50

Goodwill

The Group had NOK 38.2 million in goodwill 31 December 2021, compared to NOK 36.9 million 31 December 2020. The goodwill is mainly derived from Cloudberry Develop AS' acquisition of Scanergy AS in February 2020 due to large pipeline of project prospects within wind on land and shallow water, the know-how and business connections, the record of accomplishments over the past 10 years for the company acquired, as well as synergies. The remaining increase from 31 December 2020 is related to Selselva power plant acquired in January 2021.

As per 31 December 2020 goodwill was NOK 36.9 million compared with NOK 0 million 31 December 2019.

Investment in associated companies

The Group had NOK 677.4 million in investment in associated companies on 31 December 2021, up from 337.1 million on 31 December 2020. The increase during 2021 is mainly related to the remaining payment of equity of Odal Vind AS related to 15% ownership, and payment for increased ownership from 15% per 31 December 2020 to 33.4% in July 2021, further described in Section 7.3.1.5 (Acquisition of additional 18.4% of the shares of Odal Vind AS). The remaining is related to the year's net income from investment in associated companies.

As per 31 December 2020 investment in associated companies was NOK 337.1 million compared with NOK 0 million 31 December 2019.

Financial assets and other non-current assets

The Group had NOK 10.4 million in financial assets and other non-current assets 31 December 2020, compared to NOK 2.4 million on 31 December 2020. The increase during 2021 related to derivative contracts with applied hedge accounting and amortised borrowing costs.

As per 31 December 2020 financial assets were NOK 2.4 million compared with NOK 0 million 31 December 2019.

Current assets as of 30 September 2022 and 31 December 2021

For the figures below, the comparisons are 30 September 2022 IFRS figures to 31 December 2021 IFRS figures.

Current assets were NOK 2,147.2 million on 30 September 2022, compared to NOK 1,383.2 million on 31 December 2021.

Inventory

The Group's inventory was NOK 121.7 million on 30 September 2022, compared to NOK 153.6 million 31 December 2021. Inventory consists mainly of development projects with construction permit and construction permit application process. The decrease is mainly related to sale of the Stenkalles project (sale of 50% of Stenkalles Holding AS) which now is classified as a joint venture and accounted with the equity method. Other changes relate to capitalised development costs and acquired development projects in 2022.

The table below specifies the inventory and movement during the nine months period ended 30 September 2022:

	Projects - with
	construction	Projects -
NOK 1000 - Unaudited	permit	Backlog	Total
Project inventory 01.01.22	118,224	35,358	153,582
Acqusitions during the year	25,700	4,000	29,700
Capitalization (salary, borrowing cost, other expenses)	39,900	1,440	41,340
Realized	-102,400	0	-102,400
Transfer to PPE	0	0	0
Write down current year	0	0	0
Effects of movements in foreigs exchange	-500	0	-500
Project inventory 30.09.22	80,924	40,798	121,722

Accounts receivables

Accounts receivables were NOK 57.1 million on 30 September 2022, up from NOK 12.0 million on 31 December 2021. The increase is related to the working capital items in Captiva which was acquired in January 2022.

Other current assets

Other current assets were NOK 115.5 million on 30 September 2022, compared to NOK 102.7 million on 31 December 2021. Other current assets are mainly related to restricted cash and working capital items in Captiva which was acquired in January 2022.

Cash and cash equivalents

Cash and cash equivalents were NOK 1,852.9 million on 30 September 2022, up from NOK 1,114.9 million on 31 December 2021. The development in cash and cash equivalents is further described in Section 10.3 (Liquidity and capital ).

Current assets as of 31 December 2021, 2020, and 2019

For the figures below, the comparisons are 31 December 2021 IFRS figures to 31 December 2020 IFRS figures, and 31 December 2020 IFRS figures to 31 December 2019 IFRS figures. There are no adjustments from 31 December 2019 NGAAP figures to 31 December 2019 IFRS figures. Please refer to table 9.4 for the comparison of 31 December 2019 IFRS and 31 December 2019 NGAAP figures.

Current assets were NOK 1,383.2 million on 31 December 2021, compared to NOK 962.1 million on 31 December 2020.

As per 31 December 2020 current assets were NOK 962.1 million compared with NOK 5.3 million on 31 December 2019.

Inventory

The Group's inventory was NOK 153.6 million on 31 December 2021, compared to NOK 196.0 million 31 December 2020. Inventory consists of capitalised costs related to development projects and inventory of government grants of Electricity Certificates and Guarantees of Origin. The decrease in 2021 is mainly related to the transfer of Hån Vindpark to property, plant and equipment following a final investment decision made on the project in June 2021. The project is now under construction. Other changes are related to capitalised costs on development projects with construction permit and backlog of NOK 10.7 million and write down on projects that is assessed as not profitable and will not be prioritised inhouse of NOK 3.0 million.

As per 31 December 2020 inventory was NOK 196.0 million compared with NOK 0 million 31 December 2019.

The table below specifies the inventory and movement during the year as of 31 December 2021:

NOK 1000	Projects - with construction permit	Projects - Backlog	Total
Project inventory 01.01.21	162 545	33 484	196 029
Acqusitions during the year
Capitalization (salary, borrowing cost, other expenses)	8 724	1975	10 699
Realized
Transfer to PPE	(47 050)		(47 050)
Write down current year	(3 010)		(3 010)
Effects of movements in foreigs exchange	(2 992)	(101)	(3 093)
Project inventory 31.12.21	118 217	35 358	153 575

Accounts receivable

Accounts receivables were NOK 12.0 million on 31 December 2021, up from NOK 2.8 million on 31 December 2020. The increase during 2021 is related to an increase in activity.

As per 31 December 2020 accounts receivables were NOK 2.8 million compared with NOK 0 million 31 December 2019.

Other current assets

Other current assets were NOK 102.6 million on 31 December 2021, compared to NOK 158.1 million on 31 December 2020. Other current assets are mainly related to restricted cash related to guarantees to suppliers at Odal Vind AS and the municipality at Hån Vindpark.

As per 31 December 2020 other current assets were NOK 158.1 million compared with NOK 0 million 31 December 2019.

Cash and cash equivalents

Cash and cash equivalents were NOK 1,114.9 on 31 December 2021, up from NOK 605.1 million on 31 December 2020. The development in cash and cash equivalents is further described in Section 10.3 (Liquidity and capital ).

As per 31 December 2020 cash and cash equivalents were NOK 605.1 million compared with NOK 5.2 million 31 December 2019.

Non-current liabilities as of 30 September 2022 and 31 December 2021

For the figures below, the comparisons are 30 September 2022 IFRS figures to 31 December 2021 IFRS figures.

Interest-bearing loans and borrowings

Non-current interest-bearing loans and borrowings were NOK 362.7 million on 30 September 2022, compared to NOK 294.1 million on 31 December 2021. The increase mainly relates to debt in acquired companies.

Please see Section 10.4 (Financing arrangements and other commitments) for further information regarding debt facilities.

A reconciliation of the opening balance, movements (cash and non-cash) and closing balance of the long-term debt for the period from 1 January 2022 to 30 September 2022 are presented below:

NOK 1,000 - Unaudited	In cash flow statement
Opening balance long term debt 01.01.2022		294,000
Debt take over in acqusitions	non-cash	83,400
Repaid existing debt in subsidiaries fo refinancing	cash outflow	-117,600
Drawn from facility with refinancing	cash inflow	116,400
Down payment principal	cash outflow	-9,500
Change in swap deriavative	non-cash	-2,400
Reclassified principal payment to short term	non-cash	-1,600
Closing balance long term debt 30.09.2022		362,700

Lease liabilities long term

The Group had non-current lease liabilities of NOK 25.4 million on 30 September 2022, compared to NOK 3.4 million on 31 December 2021. The increase is related to new office lease agreement at Bergehus and office lease in Captiva which was acquired in January 2022.

Provisions

The Group's non-current provisions were NOK 32.9 million on 30 September 2022, compared to NOK 10.7 million on 31 December 2021. The increase is mainly related to asset retirement obligation related to Kafjärden project which was acquired in 2022.

Deferred tax liabilities

The Group had non-current deferred tax liabilities of NOK 133.5 million on 30 September 2022, compared to NOK 83.1 million on 31 December 2021. The increase is related to deferred tax on excess values recognised in acquisitions.

Non-current liabilities as of 31 December 2021, 2020, and 2019

For the figures below, the comparisons are 31 December 2021 IFRS figures to 31 December 2020 IFRS figures, and 31 December 2020 IFRS figures to 31 December 2019 IFRS figures. There are no adjustments from 31 December 2019 NGAAP figures to 31 December 2019 IFRS figures. Please refer to table 9.4 for the comparison of 31 December 2019 IFRS and 31 December 2019 NGAAP figures

Interest-bearing loans and borrowings

Non-current interest-bearing loans and borrowings were NOK 294.1 million on 31 December 2021, compared to NOK 26.4 million on 31 December 2020. The increase during 2021 relates to the Company's credit facility at SpareBank 1 SR-Bank ASA which has been increased and further drawn due to the acquisitions of Selselva Kraft AS, Bjørgelva Kraft AS and Nessakraft AS, and also the construction loan related to Skåråna Kraft AS. The amount includes derivative for hedging interest swap of NOK 2.6 million. The remaining debt is related to Åmotsfoss which will be refinanced in 2022 and replaced by the SpareBank 1 SR-Bank ASA credit facility.

Please see Section 10.4 (Financing arrangements and other commitments) for further information regarding debt facilities.

A reconciliation of the opening balance, movements (cash and non-cash) and closing balance of the long-term debt for the year 2021 are presented below:

NOK 1000	In cash flow statement
Opening balance long term debt 01.01.21		26 440
Debt take over in acqusitions	non-cash	331 609
Repaid existing debt in subsidiaries for refinancing	cash outflow	(281 062)
Drawn from new facility with refinanced	cash inflow	186 348
Drawn construction loan	cash inflow	40 000
Downpayments	cash outflow	(1 584)
Change in swap derivative	non cash	2 442
Reclassified principal payments to short term	non-cash	(10 105)
Closing balance long term debt 31.12.21		294 087
Of which:
Drawn from new facility with refinanced		186 348
Drawn construction loan		40 000
Proceeds from new term loans 2021		226 348
Repaid existing debt in subsidiaries for refinancing		(281 062)
Downpayments		(1 584)
Total repayment of term loan 2021		(282 646)

1. Debt take over in acquisitions is related to Selselva Kraft AS of NOK 49.3 million, Nessakraft AS of NOK 87.0 million, Bjørgelva Kraft of NOK 24.3 million, Usma Kraft of NOK 94.2 million and Åmotsfoss of NOK 76.8 million.

2. Proceeds from new facilities is related to Finnesetbekken of NOK 7.3 million, Røyrmyra of NOK 18.6 million, Selselva Kraft of NOK 49.2 million, Nessakraft of NOK 87 million, Bjørgelva Kraft of NOK 24.3 million 4. Drawn construction loan is related to Skåråna Kraft AS.

^2. Repaid debt to refinance with new facility in SR Bank relates to Finnesetbekken of NOK 7.5 million, Røyrmyra of NOK 18.7 million, Selselva Kraft of NOK 49.3 million, Nessakraft of NOK 87 million, Bjørgelva Kraft of NOK 24.3 million and Usma Kraft of NOK 94.2 million.

As per 31 December 2020 interest-bearing loans and borrowings were NOK 26.4 million compared with NOK 0 million 31 December 2019.

Lease liabilities long term

The Group had non-current lease liabilities of NOK 3.4 million on 31 December 2021, compared to NOK 3.2 million on 31 December 2020. The increase in 2021 is related to recognition of right to lease assets in 2021 related to fixed lease agreements on Nessakraft and Selselva. Please note that the fall lease to landowners is mostly variable and dependent on revenue or net income, the future obligation for fall lease is therefore not recognised in the balance sheet.

As per 31 December 2020 lease liabilities long term were NOK 3.2 million compared with NOK 0 million 31 December 2019.

Provisions

The Group's non-current provisions were NOK 10.8 on 31 December 2021, compared to NOK 15.9 million on 31 December 2020. The decrease in 2021 relates mainly to the PPA contract for the power production at Røyrmyra, which is due in first quarter of 2022 and hence has been reclassified to short term.

As per 31 December 2020 provisions were NOK 15.9 million compared with NOK 0 million 31 December 2019.

Deferred tax liabilities

The Group had non-current deferred tax liabilities of NOK 83.1 million on 31 December 2021, compared to NOK 13.7 million on 31 December 2020. The increase in 2021 is related to recognising deferred tax on excess values related to acquisitions.

As per 31 December 2020 deferred tax liabilities were NOK 13.7 million compared with NOK 0 million 31 December 2019.

Current liabilities as of 30 September 2022 and 31 December 2021

For the figures below, the comparisons are 30 September 2022 IFRS figures to 31 December 2021 IFRS figures.

Interest-bearing short-term debt

Interest-bearing short-term debt was NOK 12 million on 30 September 2022, compared to NOK 10.1 million on 31 December 2021. The increase relates to reclassified long term interest-bearing debt.

Current lease liabilities

The Group had current lease liabilities of NOK 4.0 million on 30 September 2022, compared to NOK 1.2 million on 31 December 2021.

Accounts payable and other current liabilities

Accounts payable and other current liabilities were NOK 150.4 million on 30 September 2022, compared to NOK 38.3 million on 31 December 2021. The increase is related to working capital items in Captiva, which was acquired in January 2022.

Provisions short term

The Group's current provisions were NOK 326.5 million on 30 September 2022, compared to NOK 41.3 million on 31 December 2021. The increase relates to working capital items in Captiva which was acquired in January 2022.

Current liabilities as of 31 December 2021, 2020, and 2019

For the figures below, the comparisons are 31 December 2021 IFRS figures to 31 December 2020 IFRS figures, and 31 December 2020 IFRS figures to 31 December 2019 IFRS figures. There are no adjustments from 31 December 2019 NGAAP figures to 31 December 2019 IFRS figures. Please refer to table 9.4 for the comparison of 31 December 2019 IFRS and 31 December 2019 NGAAP figures

Interest-bearing short-term debt

Interest-bearing short-term debt was NOK 10.1 million on 31 December 2021, down from NOK 236.8 million on 31 December 2020. The decrease during 2021 relates to the debt in connection with the acquisition of Forte Energy Norway AS in 2020, which was repaid in March 2021, the amount per 31 December 2021 relates to principal payments on non-current interest bearing loans and borrowings.

As per 31 December 2020 interest-bearing short-term debt was NOK 236.8 million compared with NOK 0 million 31 December 2019.

Current lease liabilities

The Group had current lease liabilities of NOK 1.1 million on 31 December 2021, compared to NOK 1.1 million on 31 December 2020.

As per 31 December 2020 current lease liabilities were NOK 1.1 million compared with NOK 0 million 31 December 2019.

Accounts payable and other current liabilities

Accounts payable and other current liabilities were NOK 38.3 million on 31 December 2021, up from NOK 26.2 million on 31 December 2020. The increase during 2021 is related to costs related to the private placement completed in December 2021 and costs for legal advisors related to the acquisition of Captiva Digital Services AS in January 2022.

As per 31 December 2020 accounts payable and other current liabilities were NOK 26.2 million compared with NOK 0.5 million 31 December 2019.

Provisions short term

The Group's current provisions were NOK 41.3 million on 31 December 2021, compared to NOK 18.8 million on 31 December 2020. The increase in 2021 relates to accrued costs.

As per 31 December 2020 provisions short term were NOK 18.8 million compared with NOK 0 million 31 December 2019.

Equity as of 31 December 2021, 2020, and 2019 and 30 September 2022

The Group had total equity of NOK 3,752 million on 30 September 2022. The Group had total equity of NOK 2,636 million on 31 December 2021, compared to NOK 1,054.7 million on 31 December 2020.

As per 31 December 2020 total equity was NOK 1,054.7 million compared with NOK 4.8 million on 31 December 2019.

The change in equity is set out in detail in Section 9.6 (Selected statement of changes in equity).

10.2 Recent developments and trends

As a result of (i) the number of acquisitions within the Group and (ii) the numerous power plants under construction, the Group's production of power has increased significantly from 2021 to 2022 and will continue to increase as plants currently under constructions are completed. Other significant developments are the new tax proposal of the Norwegian government, as further described inter alia in Section 6.7.2 (Overview of legal framework for key activities in Norway), the recent development in power prices, further described in Sections 6.5 (Nordic power prices) and 7.4.3 (Power prices in 2021), and the conditions mentioned in Section 10.10 (Significant changes). In addition, the rising inflation is expected to result in higher capex costs for the Group's project under development and construction. Otherwise, the Group has not experienced, nor does it have any information about significant changes compared to historical trends in production, sales, costs, inventory, market prices for electrical power, Electricity Certificates or Guarantees of Origin, demands, commitments or events that are reasonably likely to have a material effect for the Group's prospects for the current financial year.

Other than mentioned in Section 10.10 (Significant changes), the Group has not experienced any significant changes in its financial performance in the period between 31 December 2021 and date of this Prospectus.

10.3 Liquidity and capital resources

Sources of liquidity

The main source of liquidity for the Group has been the cash flows from financing activities, mainly through issuance of new shares. For year to date per 30 September 2022, cash flows from operations, mainly related to power sales, also represented a material source of liquidity. In 2021, the cash flow from operating activities was NOK -70.7 million. Cash flow from investing activities, which is made up of investment in associated companies and shares in subsidiaries and property plant and equipment (power plants under construction) was NOK -828.9 million. In total, the Group had a net cash flow of NOK 511.7 million in 2021. As of 31 December 2021, the Group had total equity of NOK 2,636 million, corresponding to an equity ratio of 85%, cash and cash equivalents of NOK 1,115 million, and interestbearing debt of NOK 308.8 million (including lease liability).

For year to date per 30 September 2022, the cash flow from operating activities was NOK 152.7 million. Cash flow from investing activities, which is made up of investment in associated companies and shares in subsidiaries and property plant and equipment (power plants under construction) was NOK -197.2 million. In total, the Group had a net cash flow of NOK 739.1 million for year to date per 30 September 2022. As of 30 September 2022, the Group had total equity of NOK 3,752 million, corresponding to an equity ratio of 78%, cash and cash equivalents of NOK 1,853 million, and interest-bearing debt of NOK 375 million (including lease liability).

As of 31 December 2021, the Group had net borrowings related to power plants, producing and under construction, of NOK 304 million, while it was NOK 362 million per 30 September 2022.

In March 2021 the Group secured and signed a term loan facility with SpareBank 1 SR-Bank ASA of NOK 400 million, and a related revolving credit facility of NOK 300 million. In November 2021, the Group increased the NOK 700 million credit facility to NOK 1 400 million, with a possibility to increase the facility with additional NOK 500 million. The term loan facility has refinanced the two existing term loans related to Røyrmyra and Finnesetbekken. In relation to the acquisition of Selselva Kraft AS, Bjørgelva Kraft AS and Nessakraft AS, the Group has drawn NOK 49.3 million, NOK 24.3 million and NOK 87 million respectively.

For details about the conditions and covenants for these debt facilities see Section 10.4.1 (Borrowings) below.

In June 2021, the Company raised NOK 1,035 million in net proceeds in a private placement. The net proceeds from the private placement are and will be used for i) the construction of the two in-house wind development projects at Hån and Duvhällen (NOK ~470 million), ii) a capital structure adjustment in the Odal windfarm development (NOK ~70 million), and iii) executing on M&A opportunities, accelerated development of project portfolio, working capital requirements and general corporate purposes, such as financing of the Group's operating costs.

In September 2022, the Company raised NOK 766 million in net proceeds in a private placement. The net proceeds from the Private Placement will be used as follows: As communicated in the Company's Q2 report, the Company's total portfolio comprises 324 MW, of which 270 MW has financing. NOK 500 million will be used towards funding the remaining c. 50 MW in the portfolio. NOK 266 million will be used towards optimising and enhancing the capacity of the Company's existing assets and towards M&A, both identified and future opportunities.

Going forward it is expected that liquidity from operating activities will continue to represent a material source of liquidity through increased electricity production, as new power plants are expected to contribute with positive cash flow from operations once production commence. A more detailed description of the timing and status on the new power plants is set out in the table in Section 7.2 (Overview of the Group's operations and activities). The Group's ability to generate continuous cash from operations depends on future operating performance and power prices, which is dependent, to some extent, on general economic, financial, competitive, market regulatory and other factors, many of which are beyond the Group's control, as well as other factors described in Section 2 (Risk factors) of this Prospectus.

The Group reports in NOK and has NOK as its functional currency. However, the associated companies Odal Vind AS and Forte Energy Norway AS reports in EUR and has EUR as its functional currency. The Group currently does not use hedging derivates or other methods to minimise the impact of foreign exchange risks. At the end of 2021, the Group held 85.9% of cash holdings in NOK, 13.7% in EUR, 0.3% in SEK and 0% in other currencies. As of 30 September 2022, the Group held 94.7% of cash holdings in NOK, 1.7% in EUR, 3.6% in SEK and 0% in other currencies.

Cash holdings and access to credit facilities as described above should provide the Group with the needed liquidity to maintain a sound cash balance. The Group believes that these sources of liquidity will be sufficient to meet requirements and commitments in the foreseeable future. However, if the Group is to pursue further growth through M&A activities or develop additional projects in-house, the Group will need to raise additional capital. The Group's actual financing requirements depend on a number of factors, many of which are beyond the control of the Group.

Restrictions on use of capital

The Group does not have any restrictions on use of capital that can have a material impact on the Group's operations.

Summarised cash flow information

The following table presents the Group's historical cash flows extracted from the Company's audited Financial Statements for the years ended 31 December 2021, 31 December 2020, and 31 December 2019 (2019 IFRS is extracted from 2020 comparable statements) and for the Interim Financial Statements for the three and nine months period ended 30 September 2022 and 30 September 2021:

(In NOK 1,000)	Year ended
	Q3 2022	Q3 2021	YTD 2022	YTD 2021	2021	2020	2019	2019
	1/7-30/09	1/7-30/09	1/1-30/09	1/1-30/09	1/1-31/12	1/1-31/12	1/1-31/12	1/1-31/12
	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	IFRS	NGAAP
	Unaudited	Unaudited	Unaudited	Unaudited			Unaudited
Cash flows from operating activities	115,375 -	60,018	152,839 -	74,257 -	70,722 -	4,314 -	2,906 -	2,906
Cash flows from investing activities	- 47,732 -	349,600 -	197,336 -	674,800 -	828,916 -	354,184	-	-
Cash flows from financing activities	755,790	22,187	783,996	832,975	1,411,316	958,355	8,000	8,000

Cash flow from operating activities

Cash flow from operating activities originate from sale of power, Electricity Certificates, Guarantees of Origin, insurance settlement for development project and management fee services, less cash used in operations. In 2021, 80% of revenues were from sale of power and electricity related products. Cash flow from operating activities also accounts for non-capitalised changes in the balance sheet such as trade receivables and contract assets. The decrease in cash flow from operating activities between 2021 and 2020, is mainly due to reduced profit/(loss) before tax and change in non-current items. The increase in revenue is described in Section 10.1 (Results by operating business segment and geographic area). A more detailed break-down of the cash flow elements can be found in Section 9.5 (Selected statement of cash flow) and in the 2021 annual report, incorporated by reference in Section 20.3.

In 2022, cash flow from operating activities will include cash flow from the operations segment, which mainly is related to operations of power plants and associated services. Apart from this there has been no material changes in the Group's cash flow from operating activities that deviates from the Group's ordinary course of business.

Cash flow from investing activities

Cash flow from investing activities mainly cover investments in shares in associated companies as well as purchases of shares in subsidiaries and investment in property, plant and equipment. The change in cash flow from investing activities is mainly due to increased M&A activity in 2021 compared to 2020. Cash flow from investment in property, plant and equipment was NOK -179.5 million in 2021 and was mainly related to investment in the construction projects Skåråna and Hån. Net cash flow from acquisitions of shares in subsidiaries was NOK -318.3 million in 2021 and was related to acquisitions of the fully owned power plants Selselva Kraft, Nessakraft, Bjørgelva Kraft, Usma Kraft and Åmotsfoss Kraft, see Section 7.3.1 (Transactions completed in 2021) for further information. Cash flow from investments in associated companies was NOK -331.8 million in 2021 and was related to a pro-rata equity contribution and purchase of additional shares (going from 15% to 33.4% ownership) in Odal Vind AS.

In 2022, cash flow from investment activities mainly comprise investments in property, plant and equipment and intangibles of NOK 168.4 million, mainly related to Hån and Skåråna and intangible assets in Captiva, proceeds from sale of Jåstadkraft and the Stenkalles project of NOK 62 million, net liquidity outflow from acquisition of shares of NOK 69.9 million (Cativa Group, Tinnkraft AS, Munkhyttan Vindkraft AB, Re Energi AS, Enestor AS and Bøen Kraft AS, and investment in associated companies of NOK 31 million related to Odal Vind AS.

Apart from the investments described in 7.3.2 (Transactions completed in 2022) and the cash flows as described in Section 8.1 (Introduction), there are no other material changes in the cash flow from investment activities after 30 September 2022.

Cash flow from financing activities

Cash flow from financing activities stem from capital raises, borrowings, lease payments and related interest. During 2021, the Group raised NOK 1,646.9 million through capital raises, which mainly explains the increase in cash flows since 2020. During 2021 the Group transferred NOK 152.4 million from an escrow account related to the investment in Odal Vind AS and withdrew NOK 84.8 million related to new restricted cash. The Group repaid borrowings of NOK 282.6 million related to refinancing of long-term debt, and had proceeds of new long-term debt of NOK 226.3 million, and also repaid the short-term loan of NOK 236.7 million from the acquisition of shares in Forte Energy Norway AS. The Group had principal lease payments of NOK 1 million in 2021, and interest payments of NOK 0.2 million. The increase in cash flow from financing activities compared to 2020 is mainly due to capital raisings.

In 2022 per 30 September, cash flow from financing activities mainly comprises net proceeds from share capital increase of NOK 766.1 million, net payment from escrow accounts of NOK 40 million, net proceeds and repayments of term loans of NOK -11.9 million, interest payments of NOK 10.9 million and lease payments (interest and repayment) of NOK 3.3 million.

There are no material changes to the cash flow from financing activities after 30 September 2022 other than repayment of the term loan in Bøen Kraft AS of NOK 32 million as described in Section 8.1 (Introduction).

10.4 Financing arrangements and other commitments

Borrowings

The Group had two acquisition facilities with SpareBank 1 SR-Bank ASA related to the acquisition of Røyrmyra and Finnesetbekken of NOK 26.3 million as per 31 December 2020 divided among two term loans, maturing in 2029 and 2036.

In March 2021 the Group signed a term loan facility with SpareBank 1 SR-Bank ASA of NOK 400 million, and a related revolving credit facility of NOK 300 million. This facility has refinanced the two existing term loans related to Røyrmyra and Finnesetbekken, amounted to NOK 26.4 million, and in April 2021 the Group withdrew NOK 49.3 million from the facility to refinance long term debt related to the acquired Selselva power plant.

In November 2021 the Group increased the NOK 700 million credit facility with SpareBank 1 SR-Bank ASA to NOK 1,400 million, with a possibility to increase the facility with additional NOK 500 million. Please see further details about the facilities in note 23 in the Group's audited financial statements for the year ended 31 December 2021, incorporated by reference in Section 20.3.

The total borrowings related to the term loan facility is as per 30 September 2022 NOK 330 million. The remaining debt per 30 September 2022 is primarily NOK 32 million related to Bøen Kraft AS and NOK 10 million from the Operations segment. The debt in Bøen Kraft AS was re-financed with cash in October 2022. The interest rate on the term loan is 3 months NIBOR plus margin of less than 2%.

The bank loan facilities' terms are at a market floating interest rate with a fixed interest rate swap to reduce the interest rate risk.

The following financial covenants apply to the credit facilities:

• 1. Group consolidated equity ratio: minimum 30% Cloudberry Production AS equity ratio: minimum 30% Minimum Group equity: NOK 1 800 million Minimum equity Cloudberry Production AS: NOK 900 million
• 1. Liquidity reserves Group level: minimum NOK 40 million
• 1. Minimum 75% of interest rate exposure of the principal loans shall be hedged with a minimum duration of 5 years

Subject to that the financial covenants are met, the loan facilities do not contain any restrictions on the ability of Cloudberry's subsidiaries to transfer funds to Cloudberry in the form of cash dividends, loans or advances.

The following collateral apply to the credit facilities:

• 1. Pledge related to Cloudberry Production AS:
  2. a. Pledge in shares in all subsidiaries with producing assets (SPV's)
  3. b. Pledge in shares in all associated companies
  4. c. Pledge in cash, inventory and receivables
• 1. Pledge over shares in Cloudberry Develop AS
• 1. Pledge applied for subsidiaries with producing assets:
  2. a. Pledge in cash and bank accounts
  3. b. Pledge in property plant and equipment
  4. c. Pledge in inventory and receivables
  5. d. Pledge in lease agreement for land and water/fall rights

The Group complied with these covenants as per 30 September 2022. No breach of the covenants has occurred between 30 September 2022 and the date of this Prospectus, and Cloudberry is at the date of this Prospectus not aware of any circumstances which may result in a breach of the covenants.

Contractual cash obligations and other commitments

The Group also has certain other contractual cash obligations and other commitments.

Lease obligation

The Group rents its offices as well as ground lease to landowners. The lease agreements are of varying lengths. Further details regarding the total lease obligations and the maturity analysis are found in Section 10.4.3 (Overview of consolidated contractual obligations) below.

Resell obligations

Further, Cloudberry Develop AS has made a provision for resell obligation to prior owners of development projects. The resell obligation is contingent on project realisation which requires a final investment decision. The final investment decision for the projects will trigger an agreed payment obligation which will fall due at that point. The resell obligation is to four former owners related to the Stenkalles Vind project. The total resell provision amounts to NOK 9.1 million and is not interest bearing. Note that the amounts are nominated in SEK and hence subject to currency fluctuations.

Asset retirement obligation

Provision for asset retirement costs is recognised when the Group has an obligation to dismantle and remove a hydro or wind power plant and to restore the site where it is located after a concession period or lease period is over.

A provision for asset retirement obligation related to Røyrmyra wind farm is recognised in the consolidated Group accounts. The estimated cost for retirement is based on expected cost at the expiry of the concession, this is based on an estimate of today's cost and adjusted for future expected inflation and discounted with the Groups estimated long-term borrowing cost. The expected settlement date is at the end of the concession period, end of 2040. The provision for the asset retirement obligation amounts to NOK 0.9 million per 31 December 2021.

As per 30 September 2022 the Group has made a provision for asset retirement obligation related to the Kafjärden project, which was acquired in 2022, see Section 7.3.2.4 (Acquisition of the Kafjärden project), of NOK 11.3 million. As per 30 September 2022 the total provision for asset retirement amounts to NOK 12.2 million.

Asset retirement obligations have not been made for the Group's current hydro plants. The concessions for the hydro power plants do not have an expiry date, and the useful life of the equipment is estimated to be longer than the lease periods. It is currently assessed that because the power plants would continue to be revenue generating power producing plants, after the end of the lease periods, it is assumed that either the landowners (if the exercise their option to acquire the equipment), or the Group (which have the right to prolong the lease period if option to acquire the equipment is not exercised) will continue the use of the plants and therefore not decommission the equipment. The lease expiry dates are between 40-60 years and the assessment will be updated over the useful life of the power plants and may change so that an asset retirement obligation will be made later, when material.

Contract termination obligation

The Group's subsidiary, Røyrmyra Vindpark AS entered into a fixed price contract related to the sale of electricity, Electricity Certificates and Guarantees of Origin related to the production from the Røyrmyra power plant. The original term of the contracts was until 2030. The parties agreed to terminate the contract with effect from 31 December 2021. Upon expiry of the contract, Røyrmyra Vindpark AS shall pay the counterparty a one-time compensation fee of NOK 4.6 million, the obligation is classified as current provision as per 31 December 2021. As per 30 September 2022 the provision amounts to NOK 4.6 million.

Contingent obligations not recognised

Cloudberry has signed sale and purchase agreement to acquire power plants which commits the Company. As per the date of this Prospectus it is related to one construction project, Øvre Kvemma Kraftverk AS, further described in Section 10.5.3 (Acquisitions) under the heading "Acquisitions expected to be completed after the date of this Prospectus". The contingent obligation related to these are further described in Section 8.5 (Contingent and indirect indebtedness).

Overview of consolidated contractual obligations

The table below sets out the Group's consolidated contractual obligations and commitments, extracted from the Company's audited Financial Statements for the years ended 31 December 2021, as of 31 December 2021 and the Interim Financial Statements for the nine months period ended 30 September 2022:

	Outstanding amount as of	Outstanding amount as of
(In NOK 1,000)
	31 December 2021	30.sep.22
Senior facilities
Principal	304,192	362,739
Interests	159,493	168,075
Amortization
Total senior facilities	463,686	530,814
Lease facilities
Principal	5,795	29,367
Interests	359	5,600
Total lease facilities	6,154	34,967
Other commitments
Principal	10,753	32,919
Interests	867	867
Total other commitments	11,620	33,786
Total	481,459	599,567

The unaudited maturity profile in the table below shows contractual maturities of the main borrowings of the Group as of the date of this Prospectus including estimated interest and principal payments, for the periods indicated.

Debt repayment schedule
(In NOK 1,000)	2022	2023	2024	2025	2026-	Total
Senior facilities
Principal	12,955	12,955	12,955	12,955	310,919	362,739
Interests floating	3,627	14,510	13,991	13,473	164,787	210,389
Interests swap	-907	-3,627	-3,498	-3,368	-30,914	-42,314
Total senior facilities	15,676	23,837	23,449	23,060	444,793	530,814
Lease facilities
Principal	934	4,979	5,692	5,830	11,932	29,367
Interests	332	1,099	943	753	2,473	5,600
Total lease facilities	1,266	6,078	6,635	6,583	14,405	34,967
Other commitments
Principal	0	9,108	0	697	23,114	32,919
Interests	33	34	35	36	729	867
Total other commitments	33	9,142	35	733	23,843	33,786
Total	16,975	39,057	30,119	30,376	483,041	599,567

Treasury policies and funding

Cloudberry has a conservative approach to cash management. The Group invests in money market funds to secure that the Company has cash available to fund future cash needs. The money market funds are highly liquid (open ended funds with no holding requirements) and are considered low risk. The funds have low interest rate risk, low credit risk (above BBB+ rating) and strong diversification. The funds are listed in NOK, have low annual management fees and are classified as UCITS funds (subject to a harmonised regulatory framework from the European Commission). Cloudberry's investments in money market funds are classified as cash equivalents while Cloudberry's deposits in the Nordic saving banks are classified as cash.

To plan the Group's liquidity and funding need, the management reports to the board a three year forward rolling cash flow projection. The projection is updated minimum each quarter and monitors the Group's on-going/future projects and funding plans.

Within the Production and Corporate segment, the companies have a cash-pool arrangement with SR-Bank to allow for internal control and efficiency with regard to the liquidity of the Group. The Group's operational segment and the Swedish subsidiaries are funded through intra-group loans or equity contributions.

10.5 Investments

Overview

The Group's investments are mainly in the form of (i) acquisitions of power producing hydropower plants or wind farms or (ii) hydropower plants or on-/offshore wind farms under development or construction, or capital expenditures in property, plant and equipment, (iii) greenfield development of hydro or on- and offshore wind projects in the Nordics and (iv) add-on investments in order to optimise and scale Captiva and the operations segment.

In 2021, the Group made investments of NOK 829.6 million. This was related to the acquisitions described in Section 10.5.3 (Acquisitions).

In 2020 the Group made investments of NOK 600 million (of which NOK 351 million was payable in cash, the remaining was settled with shares). This was related to acquisitions completed in 2020.

In 2019 the Group did not make any investments (NOK 0 million).

So far in 2022 the Group has made investments of NOK 460 million which has been payable partly in cash and partly by issuance of new shares in the Company. This is related to acquisition of 60% of the shares of Captiva Digital Services AS of which NOK 50.5 million was paid in cash and the remaining part of the purchase price was settled by issuance of 3,484,041 new shares in the Company, see Section 7.3.2.1 (Acquisition of 60% of the shares of Captiva Digital Services AS), acquisition of 100% of the shares of Tinnkraft AS of NOK 27.7 million, see Section 7.3.2.2 (Acquisition of 100% of the shares of Tinnkraft AS, acquisition of 100% of the shares of Munkhyttan Vindkraft AB of SEK 14 million, see Section 7.3.2.3 (Acquisition of 100% of the shares of Munkhyttan Vindkraft AB), acquisition of the Kafjärden project of SEK 3 million, see Section 7.3.2.4 (Acquisition of the Kafjärden project), acquisition of Ramsliåna Kraftverk AS of NOK 5.7 million, see Section 7.3.2.5 (Acquisition of 100% of the shares of Ramsliåna Kraftverk AS), acquisition of 100% of the shares of RE Energi AS of NOK 0.1 million, see Section 7.3.2.6 (Acquisition of 100% of the shares of RE Energi AS), acquisition of 100% of the shares of Bøen Kraft AS of NOK NOK 101.7 million , of which NOK 16.2 million was settled through issuance of 935,020 new shares in the Company, see Section 7.3.2.7 (Acquisition of 100% of the shares of Bøen Kraft AS), increased ownership in Enestor AS, see Section 7.3.2.8 (Increase of ownership from 25.01% to 51% in Enestor AS), and investments in Hån of SEK 134.4 and NOK 16.7 million, investment in Skåråna Kraft AS of NOK 10.7 million, and project investment of NOK 35 million related to Stenkalles, Kafjärden and Munkhyttan.

Investments in progress or for which firm commitments already have been made

In February 2022 the Company signed a share purchase agreement to acquire Øvre Kvemma Kraftverk AS, a hydro power plant project under construction. When construction of the hydro power plant is finished and after a commissioning period of approx. 1-3 months, the Company will acquire the power plant at an enterprise value estimated to be NOK 124 million. For further information, see Sections 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS) and 8.5 (Contingent and indirect indebtedness).

In June 2021, the Group made a final investment decision related to Hån windfarm. The project is now under construction, as per the date of this Prospectus the remaining contractual capital expenditure amounts to NOK 10 million. Please see note 17 of Cloudberry's audited consolidated financial statements for the year ended 31 December 2021.

Both these investments are anticipated to be funded with existing available cash.

Acquisitions

The Group has had an active M&A strategy and driven growth through a combination of organic growth and acquisitions. The Group has completed the following acquisitions during 2022 and in the years ended 31 December 2021, 31 December 2020, and 31 December 2019:

Acquisitions completed in 2019

The Company did not complete any acquisitions in 2019.

Acquisitions completed in 2020

Cloudberry Production AS (formerly known as CB Nordic Renewable & Infrastructure Fund I AS)

The Company acquired 100% of the shares in Cloudberry Production AS in February 2020 at a price of approximately NOK 83.5 million. The purchase price has been fully paid. At the time of the acquisition, Cloudberry Production AS had purchased the two producing power plants Røyrmyra (wind) and Finnesetbekken (hydro).

Cloudberry Develop AS (formerly known as Scanergy AS)

The Company acquired 100% of the shares in Cloudberry Develop AS in February 2020 at a price of approximately NOK 132.8 million. The purchase price has been fully paid.

Forte Energy Norway AS

The Company acquired 34% of the shares in Forte Energy Norway AS in December 2020 at a price of NOK 238 million. The purchase price has been fully paid.

Skogvind AS

Cloudberry Develop AS acquired 100% of the shares in Skogvind AS in November 2020 at a price of NOK 5.4 million. The purchase price has been fully paid.

Stenkalles Holding AS Cloudberry Develop AS acquired 100% of the shares in Stenkalles Holding AS in September 2020 at a price of NOK 34.2 million. The purchase price has been fully paid.

Odal Vind AS

Cloudberry Production AS acquired 15% of the shares in Odal Vind AS (formerly Odal Vindkraftverk AS) in December 2020 at a price of NOK 103 million, with an option to acquire further 18.4% of the shares in the company. The project is currently under construction. Cloudberry Production AS has during Q1 2021 paid in the remaining equity commitment of NOK 91 million (15% ownership). The project has secured debt and is fully financed.

Acquisitions completed in 2021, reference to Section 7.3.1

Selselva Kraft AS

Cloudberry Production AS acquired 100% of the shares of Selselva Kraft AS in January 2021 at a price of NOK 65.0 million. The power plant is in operation. The purchase price has been fully paid.

Skåråna Kraft AS

Cloudberry Production AS acquired 100% of the shares of Skåråna Kraft AS in February 2021 at a price of NOK 23.7 million. The two power plants are expected to commence production during the first quarter of 2022. The purchase price included a hold back amount of NOK 6 million, which due to cost overrun will not be paid, hence the purchase price has been fully paid.

Nessakraft AS

Cloudberry Production AS acquired 100% of the shares of Nessakraft AS in June 2021 at a price of NOK 79.0 million. The power plant is in operation. The purchase price has been fully paid.

Bjørgelva Kraft AS

Cloudberry Production AS acquired 100% of the shares of Bjørgelva Kraft AS in June 2021 at a price of NOK 10.8 million. The power plant is in operation. The purchase price has been fully paid.

Odal Vind AS

In July 2021, Cloudberry Production AS exercised its option to increase its ownership in Odal Vind AS with additional 18.4% for a purchase price of NOK 239.7 million. The wind farm is under construction. The purchase price has been fully paid.

In March 2022 Odal Vind AS requested additional equity payment from the owners, the Company's share was NOK 32 million. The requested equity is less than 5% of the total capex of the project. The payment has been fully paid.

Usma Kraft AS

Cloudberry Production AS acquired 100% of the shares of Usma Kraft AS in August 2021 at a price of NOK 82.9 million. The power plant is in operation. The purchase price has been fully paid.

Åmotsfoss Kraft AS

Cloudberry Production AS acquired 100% of the shares of Åmotsfoss Kraft AS in December 2021 at a purchase price of NOK 91.4 million. The power plant is in operation. The purchase price has been fully paid.

Acquisitions completed in 2022, reference to Section 7.3.2

Captiva Digital Services AS

Cloudberry acquired 60% of the shares of Captiva Digital Services AS in January 2022 at a preliminary purchase price of NOK 101 million. The preliminary purchase price has been settled by (i) a cash payment of NOK 50.5 million and (ii) the issuance of 3,484,041 new shares in the Company. The purchase price is subject to adjustment after audited completion accounts, which will be a cash settlement. This has not been settled as of the date of this Prospectus.

Tinnkraft AS

Cloudberry Production AS acquired 100% of the shares of Tinnkraft AS in February 2022 at a purchase price of NOK 27.7 million. The power plant is in operation. The purchase price has been fully paid.

Munkhyttan Vindkraft AB

Cloudberry Utveckling II AB acquired 100% of the shares of Munkhyttan Vindkraft AB at a purchase price of SEK 20 million. SEK 14 million was paid at closing and the remaining SEK 6 million will be paid when the project reaches commercial operations date.

Kafjärden project

Oxenstierna Vind AB acquired the Kafjärden project in March 2022 at a fixed purchase price of SEK 3 million. An additional purchase price will depend on the final outcome of the on-going development of the project (projected 20 – 40 MW, expected 32 MW (90 GWh)) and is also linked to a final investment decision in Cloudberry. If the outcome of the development process results in a 20 MW project, the additional purchase price will be SEK 14 million. If the project reaches its full potential the additional purchase price will be SEK 49 million. The historic investment by previous owners in the project is estimated to SEK 118 million.

RE Energi AS

Cloudberry Production AS acquired 100% of the shares of RE Energi AS at a purchase price of NOK 0.1 million. The purchase price has been fully paid.

Ramsliåna Kraftverk AS

Cloudberry Production AS acquired 100% of the shares in Ramsliåna Kraftverk AS in March 2022 at a purchase price of NOK 5.6 million. NOK 1.6 million of the purchase price has been paid to an escrow amount as security for potential price adjustments and will be released subject to achievement of agreed milestones. The power plant is in operation.

Bøen Kraft AS

Cloudberry Production AS acquired 100% of the shares of Bøen Kraft AS in June 2022. Bøen Kraft AS at a purchase price of NOK 101.7 million. NOK 16.2 million of the purchase price was settled through issuance of 935,020 new shares in the Company at a subscription price of NOK 17.32 per share, and the remaining purchase price has been fully paid. The two power plants are in operation.

Enestor AS

Captiva Asset Management AS entered into an agreement to acquire up to 51% of the shares of Enestor AS. Captiva Asset Management AS completed the initial purchase of 25.01% of the shares in June 2021 and increased its ownership in Enestor AS from 25.01% to 51% in June 2022

The purchase of the additional 25.99% of the shares in Enestor AS was completed on 30 June 2022 for a purchase price of NOK 4.65 million.

Acquisitions expected to be completed after the date of this Prospectus, reference to Section 7.3.3

Øvre Kvemma Kraftverk AS

In February 2022, Cloudberry Production AS entered into an agreement to acquire 100% of the shares in Øvre Kvemma Kraftverk AS. The transaction is expected to be completed during H1 2024, one the power plant is completed and after a commissioning period. The purchase price is estimated to NOK 124 million, adjusted for net debt at completion.

Associated companies and undertakings

Cloudberry holds significant ownership interest in three associated companies:

• 1. Forte Energy Norway AS. Cloudberry owns 34% of the company together with Fontavis (clean energy infrastructure fund). Fontavis is a member of Swiss Life. Forte Energy Norway AS holds a portfolio of 13 hydropower plants in Norway and one purchase price agreement.
• 1. Odal Vind AS. Cloudberry owns 33.4% of the company. Odal is a 163 MW wind park currently under construction. For further details, see Section 7.3.1.5 (Acquisition of additional 18.4% of the shares of Odal Vind AS).
• 1. Stenkalles Holding AS. In September 2022, 50% of the shares in Stenkalles Holding AS was sold to Hafslund. Cloudberry remains as the owner of the remaining 50%. For further details, see Section 7.3.2.10 (Sale of 50% of the shares of Stenkalles Holding AS).

Other material investments

There are no other material investments.

Environmental issues affecting the Group's utilisation of the tangible fixed assets

The matrix on the following page provides an overview of Cloudberry's risks and opportunities affecting the Groups tangible assets.

			Like	Financial	Time
TCFD		Risk	lihood 1	impact 2		horizon 3 Description	Risk mitigation	Opportunity
Opportunities and Risks Physical	Acute	Extreme winds	High	Low	Long	Exacerbated wear-and-tear of wind turbines (i.e., increased service and maintenance/ repair costs). Higher risks/costs during construction (e.g., wind days and delayed construction). Temporary stop in production causes loss in production time, due to extreme winds.	Cloudberry has emergency plans on-site on all our producing assets. A contingency plan including the climate risk topics is being established. The company uses certified and well-proven technology, aims for long service contracts with solid counterparts, and ensures that agreements with contractors have substantial buffers on weather-exposed operations.	Finding solutions for how future wind turbines (or upgrades of older wind turbines) can maximize production based on increased wind strength. It also opens for the opportunity to build wind parks in less sensitive areas.
		Extreme rainfall	High	Low	Long	Damage and production loss to hydropower stations (higher insurance premiums), as well as lost revenue from flow over the dams.	The technical standard and capacity of our dams and pipelines are designed to withstand flooding. Cloudberry has emergency plans on-site on all its producing assets.	More likely to get permits for adding regulation dams to our assets for flood prevention. An opportunity to increase the company's production capacity and be able to take full advantage and be more efficient to produce more power. Overall, increased precipitation might increase revenue for the company.
	Chronic	Changing weather patterns	High	Medium	Long	Changes in average temperatures will impact the climate of Norway and Sweden, where Cloudberry's operations are located. Overall warmer climate with increased temperatures, can lead to increased rainfall, increased wind, and longer periods of drought. Such climate changes may affect and disrupt Cloudberry's energy production. Possible scenarios are flooding at hydro plants resulting in less production, severe winds exceeding a wind turbines capacity<br>which stops producing, or droughts<br>leading to low water level forcing the<br>company to reduce or even fully stop<br>the electricity production. | Position the company to<br>cope with scenarios from<br>changes in weather<br>patterns by preparation<br>such as investments in<br>technical capabilities and<br>organizational alignment.<br>With the Captiva portal the<br>company has access to a<br>live overview on<br>production, operational<br>status, and the weather<br>situation where all assets<br>are located. Cloudberrys mitigation strategy for changing weather patterns is also reflected in Cloudberry's portfolio developments, being positioned with a portfolio consisting of hydro-, wind and potentially sun power development and production.	Wind farms will get more hours of production due to increased wind, and the production at hydro plants will increase with more rainfall, and fewer water frozen days in the rivers and lakes due to warmer temperatures. Furthermore, with a warmer climate, comes snow melting to a larger degree than normal, and hydropower plants that previously have been water frozen during winters might be able to produce power during the winter season.

1 The likelihood is based on provisional internal assessment and will be further developed through senario analysis in the years to come

2 Financial impact: Low < 25 mill, Medium 25-100 mill, High > 100 mill

3 Time horizon: Short: 0-3 years, Medium: 3-10 years, Long: more than 10 years

10.6 Off-balance sheet arrangements

The Group does not have any material off-balance sheet arrangements.

Please note the Group has investments in the associated companies Forte Energy Norway AS (34% ownership) and Odal Vind AS (33.4% ownership) which are equity accounted in the statement of financial position. The Groups share of debt in these associated companies are as follows:

• 1. Forte Energy Norway AS (34% ownership): The 34% share of non-current interest-bearing debt in Forte Energy Norway AS equals NOK 225.8 million, and the 34% of current liabilities equals NOK 20.3 million per 31 December 2021.
• 1. Odal Vind AS (33.4% ownership): The 33.4% share of non-current interest-bearing debt in Odal Vind AS equals NOK 296.3 million, and the 33.4% of current liabilities equals NOK 40.2 million per 31 December 2021.

10.7 Related party transactions

The Group's related parties include the Company and its subsidiaries, as well as members of the Board of Directors, members of Management and their related parties. Related parties also include companies in which the individuals mentioned in this paragraph have significant influence.

Related party transactions have been made on terms equivalent to those that prevail in arm's length transactions and are made only if such terms can be substantiated.

During the periods covered by the historical financial information included in this Prospectus and up to the date of this Prospectus, the following transactions were carried out with related parties:

In NOK 1,000
Related Party	Relation for Cloudberry	Nature of transaction	YTD 2022 (30 Sep)	2021	2020	2019
Bergehus Holding AS	Board member and indirect Shareholder	Office lease	2 503	1 278	970	84
Captiva Financial Services AS	Chairperson and indirect Shareholder	Accounting fee	-	124	328	-
CCPartners AS	Chairperson	Consultant agreement	-	692	1 154	-
Captiva Energi AS	Chairperson and indirect Shareholder	Acquisition of Skåråna Kraft AS	-	-	80 000	-
ScanVind 2 AS	Chairperson	Acquisition of Scanvind 2 AS	-	-	34 250	-
Cb4 Green Invest AS	Board members and indirect Shareholders	Acquisition of Skogvind AS	-	-	5 435	-
Forte Energy Norway AS	Associated company	Management fee revenue	2 700	2 600	310	-
Captiva Asset Management AS	Chairperson and indirect Shareholder	Project consultancy and operational platform asset management	-	4 896	-	-

All transactions were on arm's length basis and done in the ordinary course of business.

In addition, the Group has paid remuneration to the members of management and the members of the Board of Directors, as disclosed in Section 12.2 (Management).

In addition, the following related party agreements have been entered into in the period between 31 December 2021 and the date of this Prospectus:

Acquisition of 60% of the shares of Captiva Digital Services AS: For information about the transaction, please see Section 7.3.2.1 (Acquisition of 60% of the shares of Captiva Digital Services AS). Cloudberry's chairperson, Frank J. Berg, through CCPartner AS and related party Mothe Invest AS, held a minority interest of 33% in CCP AS, which was the seller of the shares of Captiva Digital Services AS.

• Fall lease rights Jåstadkraft AS Cloudberry's chairperson owns the fall lease right related to Jåstadkraft AS that was acquired by Cloudberry in relation to the Captiva Group transaction. The fall lease agreement has a duration of 40 years and is calculated based on 10% of the annual revenues.
• Office lease contract for Frøyas Gate 15, Bergehus Holding AS: In March 2022 the Company terminated the existing office lease contract and entered into a new lease contract for new office space at the same address and with the same lessor, Bergehus Holding AS. Bergehus Holding AS is owned by the Bergesen family who is an owner in Cloudberry through Havfonn AS and Snefonn AS. The new annual lease amount is initially NOK 1.7 million per year and will increase to NOK 3.4 million per year as Captiva is phasing out its existing rental agreements and moving more of its personnel to Cloudberry's head-office. The contract is 7 years on regular business terms.
• New short term office lease contract for Frøyas gate 15, Bergehus Holding AS: In September 2022, the Company entered into a two-months lease with Bergehus Holding AS while the main office was renovated. The contract is on regular business terms.

The Board of Directors ensures that any material transaction between the Company and Shareholders, a Shareholder's parent company, members of the Board of Directors, executive personnel or close associates of any such parties will be entered into on arm's length terms. The Board of Directors has adopted rules of procedures for the Board of Directors which inter alia includes guidelines for notification by members of the Board of Directors and executive management if they have any material direct or indirect interest in any transaction entered into by the Company.

Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are eliminated in the consolidated accounts presented in this Prospectus.

10.8 Grants

The Group has not received any grants during the latest three financial years. However, the project TYDE.science (owned by Broentech Solutions AS, a subsidiary in the Captiva Group) has in 2022 been preliminary awarded a NOK 5 million grant by the Research Council of Norway (Nw.: Forskningsrådet). The grant will be distributed over a 3-year period and payments are subject to the progress of the project and subsequent approvals by the Research Council of Norway. The project aims to develop new digital tools for increasing renewable energy production from unregulated hydro plants together with both academic and industrial resources in Norway.

No other grants have been given, neither has any member of the Group submitted, or are expecting to submit, any applications for other governmental grants from 31 December 2021 until the date of this Prospectus.

10.9 Critical accounting policies and estimates

The preparation of the financial statements according to IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Estimates and judgments are evaluated on a regularly basis and are based on historical experiences and other factors that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual outcome. For further information please see note 3 Key accounting estimates and judgements in the Group's audited financial statements for the year ended 31 December 2021, incorporated by reference in Section 20.3.

10.10 Significant changes

There has been no significant change in the Group's financial position which has occurred since the end of the last financial period for which financial statements has been published to the date of this Prospectus.

11 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

11.1 Introduction

Overview

During 2021 and 2022 the Group has completed or entered into certain transactions which, some which are regarded as transactions that constitute significant gross changes or significant commitments. The transactions are further described in Section 7.3 (Recent M&A Activities) and listed below.

Certain of the transactions represent "significant gross changes", as defined in Article 1(e) of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, supplementing the EU Prospectus Regulation. According to these rules, the Company shall provide a description of how the transaction may have affected its assets and liabilities and earnings, had the transaction been undertaken at the commencement of the period being reported on or at the date reported. The pro forma shall be presented as set out in Annex 20 of Regulation (EU) 2019/980, include the information indicated therein and shall be accompanied by a report prepared by an independent auditor.

All transactions listed below are included in the pro forma condensed financial information, attached as Appendix B-1 to this Prospectus, in accordance with Annex 20 to Commission Delegated Regulation (EU) 2019/980.

The following acquisitions were completed in 2021:

• 1. The acquisition of 100% of the shares of Selselva Kraft AS, further described in Section 7.3.1.1 (Acquisition of 100% of the shares of Selselva Kraft AS);
• 1. The acquisition of 100% of the shares of Skåråna Kraft AS, further described in Section 7.3.1.2 (Acquisition of 100% of the shares of Skåråna Kraft AS);
• 1. The acquisition of 100% of the shares of Nessakraft AS, further described in Section 7.3.1.3 (Acquisition of 100% of the shares of Nessakraft AS);
• 1. The acquisition of 100% of the shares of Bjørgelva Kraft AS, further described in Section 7.3.1.4 (Acquisition of 100% of the shares of Bjørgelva Kraft AS);
• 1. The acquisition of an additional 18.4% of the shares of Odal Vind AS, further described in Section 7.3.1.5 (Acquisition of additional 18.4% of the shares of Odal Vind AS);
• 1. The acquisition of 100% of the shares of Usma Kraft AS, further described in Section 7.3.1.6 (Acquisition of 100% of the shares of Usma Kraft AS);
• 1. The acquisition of 100% of the shares of Åmotsfoss Kraft AS, further described in Section 7.3.1.7 (Acquisition of 100% of the shares of Åmotsfoss Kraft AS);

The following acquisitions have been completed in 2022:

• 1. The acquisition of 60% of the shares of Captiva Digital Services AS, further described in Section 7.3.2.1 (Acquisition of 60% of the shares of Captiva Digital Services AS);
• 1. The acquisition of 100% of the shares of Tinnkraft AS, further described in Section 7.3.2.2 (Acquisition of 100% of the shares of Tinnkraft AS);
• 1. The acquisition of 100% of the shares of Munkhyttan Vindkraft AB, further described in Section 7.3.2.3 (Acquisition of 100% of the shares of Munkhyttan Vindkraft AB);
• 1. The acquisition of the Kafjärden project, further described in Section 7.3.2.4 (Acquisition of the Kafjärden project);
• 1. The acquisition of 100% of the shares of Ramsliåna Kraftverk AS, further described in Section 7.3.2.5 (Acquisition of 100% of the shares of Ramsliåna Kraftverk AS);
• 1. The acquisition of 100% of the shares of RE Energi AS, further described in Section 7.3.2.6 (Acquisition of 100% of the shares of RE Energi ASRe Energi AS); and
• 1. The acquisition of 100% of the shares of Bøen Kraft AS, further described in Section 7.3.2.7 (Acquisition of 100% of the shares of Bøen Kraft AS).
• 1. The acquisition of an additional 25.99% of the shares of Enestor AS, further described in Section 7.3.2.8 (Increase of ownership from 25.01% to 51% in Enestor AS).

The following sales transactions have been completed in 2022:

• 1. The sale of 100% of the shares of Jåstadkraft AS, further describes in Section 7.3.2.9 (Sale of 100% of the shares of Jåstadkraft AS); and
• 1. The sale of 50% of the shares of Stenkalles Holding AS, further described in Section 7.3.2.10 (Sale of 50% of the shares of Stenkalles Holding AS).

The following transaction has been agreed (share-purchase agreement signed) in 2022, but is not expected to be completed until 2024:

1. The acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS, further described in Section 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS).

Acquisitions completed in 2021

For the following acquisitions, which were completed at various dates during 2021 (the "2021 Acquisitions"), the unaudited pro forma condensed financial information includes profit and loss information for the period from 1 January 2021 until their respective acquisition dates. As these transactions are already fully reflected in the Company's consolidated statement of financial position as of 31 December 2021, no adjustments were required in the pro forma statement of financial position:

Selselva Kraft AS

On 13 January 2021, Cloudberry Production AS acquired 100% of the shares of Selselva Kraft AS for a total purchase price of NOK 65 million. Upon completion of the acquisition on 13 January 2021, Selselva Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Section 7.3.1.1 (Acquisition of 100% of the shares of Selselva Kraft AS).

Skåråna Kraft AS

On 24 February 2021, Cloudberry Production AS acquired 100% of the shares of Skåråna Kraft AS. The purchase price was originally NOK 23.7 million, of which 17 million was settled in cash. The remaining 6 million was subject to adjustment and would be reduced if the project had cost overruns. As per 31 December 2021, there have been cost overruns estimated to NOK 6 million, and hence there will be no further payments to the seller. Upon completion of the acquisition on 24 February 2021, Skåråna Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Section 7.3.1.2 (Acquisition of 100% of the shares of Skåråna Kraft AS).

Nessakraft AS

On 30 June 2021, Cloudberry Production AS acquired 100% of the shares of Nessakraft AS for a total purchase price of NOK 79.0 million. Upon completion of the acquisition on 30 June 2021, Nessakraft AS became a wholly owned subsidiary of Cloudberry Production AS and the Company started to consolidate Nessakraft AS into the Group. For further details about the business acquired, please see Section 7.3.1.3 (Acquisition of 100% of the shares of Nessakraft AS).

Bjørgelva Kraft AS

On 30 June 2021, Cloudberry Production AS acquired 100% of the shares of Bjørgelva Kraft AS for a total purchase price of NOK 10.8 million. Upon completion of the acquisition on 30 June 2021, Bjørgelva Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see 7.3.1.4 (Acquisition of 100% of the shares of Bjørgelva Kraft AS).

Odal Vind AS

On 5 July 2021, Cloudberry Production AS acquired additional 18.4% of the shares of Odal Vind AS for a total purchase price of NOK 239.7 million. The acquisition increased Cloudberry Production AS' ownership in Odal Vind AS from 15% to 33.4%. Odal Vind AS is accounted for as an associated company and the equity method is applied from the acquisition date. For further details about the business acquired, please see Section 7.3.1.5 (Acquisition of additional 18.4% of the shares of Odal Vind AS).

Usma Kraft AS

On 20 August 2021, Cloudberry Production AS acquired 100% of the shares of Usma Kraft AS for a total purchase price of NOK 82.9 million. Upon completion of the acquisition on 20 August 2021, Usma Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see 7.3.1.6 (Acquisition of 100% of the shares of Usma Kraft AS).

Åmotsfoss Kraft AS

On 1 December 2021, Cloudberry Production AS acquired 100% of the shares of Åmotsfoss Kraft AS for a total purchase price of NOK 91.4 million. Upon completion of the acquisition 1 December 2021, Åmotsfoss Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see 7.3.1.7 (Acquisition of 100% of the shares of Åmotsfoss Kraft AS).

The acquisitions of Selselva Kraft AS, Nessakraft AS, Bjørgelva Kraft AS and Usma Kraft AS have been accounted as business combinations and the accounting principles in IFRS 3 have been applied. For further information about these acquisitions, the purchase price considerations and the purchase price allocation, please refer to note 5 Business combinations and other transactions of the Company's Annual Financial Statements for 2021, incorporated by reference in Section 20.3.

The acquisitions of Skåråna Kraft AS and Åmotsfoss Kraft AS were accounted as asset acquisitions. For further information about the acquisition and the purchase price considerations please refer to note 5 Business combinations and other transactions of the Annual Financial Statements for 2021, incorporated by reference in Section 20.3.

The investment of shares in Odal Vind AS is classified as an associated company and the equity method is applied in the Group accounts, for further information about the acquisition and accounting please refer to note 20 Investment in associated companies of the Annual Financial Statements, incorporated by reference in Section 20.3.

Acquisition completed in 2022

For the following acquisitions, which were completed at various dates during 2022 (the "2022 Acquisitions"), the unaudited pro forma condensed financial information includes profit and loss information for the period from 1 January 2021 until 31 December 2021.

Captiva Digital Services AS

On 7 January 2022, the Company acquired 60% of the shares of Captiva Digital Services AS, for a total purchase price of NOK 101 million (total enterprise value NOK 160 million). Upon completion of the transaction, Captiva Digital Services AS became a subsidiary of the Company and was consolidated in the Cloudberry Group accounts from that date. For further details about the business acquired, please see 7.3.2.1 (Acquisition of 60% of the shares of Captiva Digital Services AS). The subsidiaries and other ownership interests owned by Captiva Digital Services AS at the date of completion were:

• i. Captiva Asset Management AS, which owns:
  • a. 100% of the shares of Captiva Financial Services AS
  • b. 25.01% of the shares in Enestor AS
  • c. 33.3% of the shares of Proxima HydroTech AS
  • d. 100% of the shares of Captiva Digital Solutions GmbH
• ii. Captiva Digital Solutions AS, which owns:
  • a. 50.49% of the shares of Kraftanmelding AS, which again owns:
    • i. 100% of the shares of Fjord Energi AS
  • b. 51% of the shares of Broentech Solutions AS
• iii. Captiva Energi AS, which owns:
  • a. 20% of the shares of Captiva SPV 1903 AS
  • b. 100% of the shares of Jåstadkraft AS, which again was sold in June 2022

Tinnkraft AS

On 1 February 2022, Cloudberry Production AS acquired 100% of the shares of Tinnkraft AS for a total purchase price of NOK 27.7 million. Upon completion of the acquisition 1 February 2022, Tinnkraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Section 7.3.2.2 (Acquisition of 100% of the shares of Tinnkraft AS).

Munkhyttan Vindkraft AB

On 3 February 2022, Cloudberry Utveckling II AB acquired 100% of the shares of Munkhyttan Vindkraft AB for a total purchase price of SEK 20 million. SEK 14 million was paid at closing and the remaining SEK 6 million is contingent and will be paid when the project reaches commercial operations date. Upon completion of the acquisition 3 February 2022, Munkhyttan Vindkraft AB became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Section 7.3.2.3 (Acquisition of 100% of the shares of Munkhyttan Vindkraft AB).

Kafjärden project

On 18 March 2022, Oxenstierna Vind AB acquired the Kafjärden project. A cash payment of SEK 3 million was paid at completion. An additional purchase price will depend on the final outcome of the on-going development of the project (projected 20 – 40 MW) and is also linked to a final investment decision in Cloudberry. If the outcome of the development process results in a 20 MW project, the additional purchase price will be SEK 14 million. If the project reaches its full potential the additional purchase price will be SEK 49 million. The additional purchase price is contingent and is not a part of the pro forma acquisition cost. For further details of the business acquired, please see Section 7.3.2.4 (Acquisition of the Kafjärden project).

Ramsliåna Kraftverk AS

On 30 March 2022, Cloudberry Production AS acquired 100% of the shares of Ramsliåna Kraftverk AS. A cash payment of NOK 4.0 million was paid at completion. An amount of NOK 1.6 million was contributed to an escrow account. Upon completion of the acquisition 30 March 2022, Ramsliåna Kraftverk AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Section 7.3.2.5 (Acquisition of 100% of the shares of Ramsliåna Kraftverk AS).

RE Energi AS

In February 2022, Cloudberry Production AS made a proposal to all shareholders of RE Energi AS regarding the purchase of minimum 68% of the shares in the company. At the date of this Prospectus 100% of the shares have been acquired at a purchase price of NOK 1 per share, corresponding to NOK 0.1 million. The purchase price will be subject to future adjustments conditional upon the development and construction of a hydro power plant located in Gloppen municipality in Vestland, Norway. For further details of the business acquired, please see Section 7.3.2.6 (Acquisition of 100% of the shares of RE Energi AS).

Bøen Kraft AS

In June 2022, Cloudberry Production AS acquired 100% of the shares of Bøen Kraft AS. A cash payment of NOK 85.5 million was paid at completion. NOK 16.2 million of the purchase price was settled by issuance of 935,020 new shares in the Company at a subscription price of NOK 17.32 per shares. For further details of the business acquired, please see Section 7.3.2.7 (Acquisition of 100% of the shares of Bøen Kraft AS).

Enestor AS (part of Captiva Group)

In June 2022, Captiva Asset Management AS acquired 25.99% of the shares of Enestor AS. A cash payment of NOK 4.65 million was paid at completion. The acquisition increased Captiva Asset Management AS' ownership in Enestor AS from 25.01% to 51%. Enestor AS was prior to the acquisition accounted for as an associated company using the equity method, while from the date of the transaction Enestor AS is a subsidiary and consolidated in the Group accounts. For further details, please see Section 7.3.2.8 (Increase of ownership from 25.01% to 51% in Enestor AS).

The acquisitions of Captiva Digital Services AS, Tinnkraft AS, Enestor AS and Bøen Kraft AS have been accounted as business combinations and the accounting principles in IFRS 3 have been applied. For further information about these acquisitions, the purchase price considerations, and the purchase price allocation, please refer to note 29 "Subsequent events" of the Company's Annual Financial Statements for 2021, and the Company's Interim Financial Statements for second quarter and first half of 2022, both incorporated by reference in Section 20.3 and Section 11.6 (Preliminary purchase price allocations).

The acquisition of Munkhyttan Vindkraft AB, the Kafjärden project, Ramsliåna Kraftverk AS and RE Energi AS were accounted as asset acquisitions. For further information about the acquisitions and the purchase price considerations please refer to note 29 "Subsequent events" of the Company's Annual Financial Statements for 2021, incorporated by reference in Section 20.3 and Section 11.6 (Preliminary purchase price allocations).

Sales transactions completed in 2022

For the following sales transactions, which were completed at various dates during 2022 (the "2022 Sales Transactions"), the unaudited pro forma condensed financial information excludes profit and loss information for the period from 1 January 2021 until 31 December 2021.

Jåstadkraft AS

On 30 June Captiva Energi AS sold 100% of the shares in Jåstadkraft AS. The sales price was NOK 21 million, and the Group recorded a gain of NOK 3.5 million in second quarter 2022, this is not adjusted as a pro forma adjustment for 2021 as it does not have a continuing impact on the Group figures. Jåstadkraft AS was deconsolidated as of 30 June 2022. For further details, please see Section 7.3.2.9 (Sale of 100% of the shares of Jåstadkraft AS).

Stenkalles Holding AS

On 19 September Cloudberry Develop AS completed the sale of 50% of the shares in Stenkalles Holding AS. Stenkalles Holding AS owns 100% of the shares in Rewind Vänern AB which again owns 100% of the shares in Stenkalles Vind AB. The three companies represent the Stenkalles development project. The sales price was based on the Group development cost and the gain/loss is preliminary estimated to be NOK 0 million. The sales price is subject to adjustment dependent on the final CAPEX of the Stenkalles project. Stenkalles Holding AS was deconsolidated and the 50% ownership is classified as a joint venture as per 30 September 2022. For further details of the transaction, please see Section 7.3.2.10 (Sale of 50% of the shares of Stenkalles Holding AS).

The effect of all transactions, with the exception of the acquisition of Øvre Kvemma Kraftverk AS which had an insignificant balance sheet as of 31 December 2021 and is expected to be completed in 2024, are reflected as of 30 September 2022 in the Interim Financial Statements. Hence, the pro forma information disclosed in this chapter does not include a pro forma statement of financial position.

Acquisitions agreed, but not completed at the date of this Prospectus

On 1 February 2022, Cloudberry Production AS entered a share purchase agreement to acquire 100% of the shares of Øvre Kvemma Kraftverk AS (established 15 June 2021). The purchase price is estimated to NOK 124 million, adjusted for net debt at completion. The transaction is expected to be completed in H1 2024 once the construction of the power plant has been completed and after a commissioning period. For further details about the business to be acquired, please see Section 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS). At the date of the agreement NOK 12.4 million was transferred to an escrow account and is restricted cash for the Group.

The acquisition of Øvre Kvemma Kraftverk AS is a single power plant under construction and does not represent a business, hence, the acquisition will be accounted for as an asset acquisition.

11.2 General information and purpose of the Unaudited Pro Forma Condensed Financial Information

The unaudited pro forma condensed financial information has been prepared by the Company for illustrative purposes only to show how the 2021 Acquisitions, 2022 Acquisitions and 2022 Sales transactions might have affected the Company's consolidated statement of profit and loss for the financial year ended 31 December 2021 as if the acquisitions and sales transactions had occurred on 1 January 2021.

The unaudited pro forma condensed financial information is based on certain management assumptions and adjustments made to illustrate what the financial results of the Group might have been, had the Company completed the transactions at an earlier point of time.

Although the unaudited pro forma condensed financial information is based on estimates and assumptions based on current circumstances believed to be reasonable, actual results could materially differ from those presented herein. There is a greater degree of uncertainty associated with pro forma condensed financial information than with historical financial information. Because of its nature, the Unaudited Pro Forma Condensed Financial Information included herein addresses a hypothetical situation, and therefore does not represent the Company's consolidated actual financial results of operations for the financial year ended 31 December 2021 and is not representative of the results of operations and financial position of any future periods. The unaudited pro forma condensed financial information is prepared for illustrative purposes only. It does not purport to present what the Company's consolidated results of operations would have been had the acquisitions been completed on 1 January 2021.

It should be noted that greater uncertainty is associated with unaudited pro forma condensed financial information than actual historical financial information. Prospective investors are cautioned against placing undue reliance on this unaudited pro forma condensed financial information.

The assumptions underlying the pro forma adjustments applied to the historical are described in the notes to the unaudited pro forma condensed financial information. Neither these adjustments nor the resulting Unaudited Pro Forma Condensed Financial have been audited in accordance with Norwegian or any other general accepted auditing standards.

11.3 Basis for the preparation

The IFRS accounting policies adopted in the preparation of the unaudited pro forma condensed financial information is consistent with those followed in the preparation of the Company's consolidated Annual Financial Statements for the financial year ended 31 December 2021.

The unaudited pro forma condensed financial information has been compiled based on and derived from the Company's consolidated Annual Financial Statements as of and for the financial year ended 31 December 2021 incorporated by reference in Section 20.3 and unaudited financial information for Selselva Kraft AS, Skåråna Kraft AS, Nessakraft AS, Bjørgelva Kraft AS, Odal Vind AS, Usma Kraft AS and Åmotsfoss Kraft AS for the period from 1 January to the respective acquisition dates, and the audited consolidated financial statements of Captiva Digital Services AS for 1 January 2022 to 31 January 2022 with comparable figures for 2021 incorporated by reference in Section 20.3 to this Prospectus, and the audited financial statements for Øvre Kvemma Kraftverk AS, Ramsliåna Kraftverk AS and Bøen Kraft AS, and unaudited financial information for Tinnkraft AS, Munkhyttan Vindkraft AB, Kafjärden project and RE Energi AS. The historical information of the acquired entities was prepared in accordance with local GAAP, except for Odal Vind AS which was prepared in accordance with IFRS.

For the purpose of preparing the unaudited pro forma condensed financial information, the Company has assessed differences between local GAAP and IFRS in order for the financial information of the acquired entities to comply with the Company's accounting policies (IFRS). For the Captiva group, Tinnkraft AS, and Bøen Kraft AS such IFRS differences were identified and adjustments were made, please see the pro forma condensed financial information and supporting notes for details. For Selselva Kraft AS, Nessakraft AS, Bjørgelva Kraft AS, Odal Vind AS, Usma Kraft AS, Åmotsfoss Kraft AS, Munkhyttan Vindkraft AB, Øvre Kvemma Kraft AS, Kafjärden project, RE Energi AS, Ramsliåna Kraftverk AS and Enestor AS, no such IFRS differences for the periods 1 January 2021 to the relevant acquisition dates or alternatively 31 December 2021, were identified.

The unaudited pro forma condensed financial information has been prepared under the assumption of going concern.

The unaudited pro forma condensed financial information has been compiled to comply with the requirements of the Norwegian Securities Trading Act by reference to the EU Prospectus Regulation regarding information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements. The pro forma information is not in compliance with SEC Regulation S-X, and had the securities been registered under the U.S. Securities Act, this unaudited pro forma condensed financial information, including the report by the auditor, would have been amended and/or removed from the Prospectus.

11.4 Independent practitioner's assurance report on the compilation of pro forma condensed financial information included in a prospectus

With respect to the unaudited pro forma condensed financial information included in this Prospectus, Ernst & Young AS applied assurance procedures in accordance with ISAE 3420 "Assurance Engagement to Report Compilation of Pro Forma Financial Information Included in a Prospectus" in order to express an opinion as to whether the unaudited pro forma condensed financial information has been properly compiled on the basis stated, and that such basis is consistent with the accounting policies of the Group. Ernst & Young AS has issued an independent assurance report of the unaudited pro forma condensed financial information included as Appendix B-2 to this Prospectus. There are no qualifications or emphasis of matter to this assurance report.

11.5 Unaudited Pro Forma Condensed Financial Information

Unaudited pro forma condensed profit and loss statement for the financial year ended 31 December 2021

The table below sets out the unaudited pro forma condensed profit and loss statement for the Group for the financial year ended 31 December 2021, as if the 2021 Acquisitions and the 2022 Acquisitions and 2022 Sales Transaction had taken place on 1 January 2021.

		Unavdited			Unavdited Unavdited Unavdited Unavdited Unavdited			Unavdited	Unavdited	Unavdited			Unaudited Unaudited		Unzudited		Unzudited	Un audit ed	Unaudited	Unzudited
	Group	Selselva Kraft AS	Skåråna Kraft Nessakraft ని వి	ત્વે જ	Bjørgelva Kraft AS	ને ટે	Odal Vind Usma Kraft તે જે	Amo tsfoss Kraft AS	Captiva Group "	Tinnkraft AS Kraftverk AS Vindkraft AB project	Ovre K. vemma		Munkhytt an Kafjärden-	Ramsliana Kraftverk AS	ને ટે	RE Energi Bøen Kraft AS	Entities acq. and sold by Captiva and Stenkalles	Adjustments NGA AP/IFRS	Pro forma a djustments/ s imm ations	Pro Forma Condensed Financial
	(1.1-31.12)	(1.1-12.1)	(1.1-23.2)	(1.1-29.6)	(1.1-29.6)			(1.1-4.7) {1.1-19.8} (1.1-30.11)	(1.1-31.12)					(1.1-31.12) (15.6-31.12) (1.5-31.12) (1.1-31.12) (1.1-31.12)	() - 上一篇: 31.12)	(1.1-31.12)	Holding AS 8			Information
NOK 1000)	(IFRS)	(NGAAP)	NGAAP)	(NGAAP)			(NGAAP) (NGAAP) (NGAAP) (NGAAP)		(NGAAP)		(NGAAP) (NGAAP)			(NGAAP) (NGAAP) (NGAAP)
Sales revenue	35,152	121		3,541 0	351		5,470	1,871	31,555	3,647	()		0 ಲ	ੇ	ి	10,528	17,491	-2,867	-2.451	104.409
Other income	5,746			()	0				-9,865	0			ﻢ	()	12	0	-454	ਵੇ		-4,560
Total revenue	40,898	121		3,541 0	351		5,470	1,871	21,691	3,647	ਹੈ		ਉ ਹੈ	ਉ	12	10,528	17,037	-2,867	-2,451	99,849
Cost of goods sold	-5,447	0		-121 0	-62		-886	-125	-2.099	0	0		0 0	0	0	0	-1,874	0	-230	-13,844
Salary and personnel expenses	-28,106	0		0 0	0		0	0	-19,458	0	0		0 0	0	-250	0	-13,012	0	0	-60,827
Other operating expenses	-55,332	-19		-1,094 - İ	-402		-1,749	-1.821	-10.653	-1,296	ਹੈ	-12	0	-87	-2.740	-6,921	-2,196	4,231	છેરે I	-79,142
Operating expenses	-88,885	-19		-1,215 -1	464	ಲಿ	-2.636	-1.946	-35,210	-1,296	0	-12	0	-87	-2.990	-6,921	-17,082	4,231	721	-153,813
Nat income/(loss) from ass. comp. and IV	16,373	�		હે ಿ	ે	-435	0	()	0	ੇ ਹੋ	()		ಲ 0	లి	0		0	0	1 188 .	17,126
EBITDA	-31 614	102		2 .326 -1	-112	-435	2.834	-75	-13.519	2.351	0	-12	ਉ	-87	-2.978	3.607	-45	1.364	-542	-36,839
Depreciation and amortizations	-9,746	-38		-396 e	-153		-2,030	-122	-2,701	-400	ਹੈ		O 0	ਹੈ	0	- ਨੇ ਦੇ ਤੇ ਤੇ	-116	- ୧ପରି	-21,075	-38,338
Operating profit (EBII)	-41 ,360	રેને		1,930 -1	-265	-435	804	-197	-16.221	1,951	ಕ	-12	છે	-87	-2,978	2,655	-161	755	-21,617	-75.176
Financial incoma	6,420	હે		29 0				0	5,931	4	0		0 0	0	0	17	-3,023	0	0	9379
Financial expenses	-28 706	0		-883 0	-314		-1.451	-4 ]	-2,280	-339	()		0 0	()	0	-1,143	1439	-6,761	287	-40,190
Profit (loss) before tax	-63,647	64		1,076 - 1	-579	-435	-644	-238	-12,569	1,616	0	-12	0	-87	-2,978	1,528	-1,745	-6,005	-21,330	-105,987
Încome tax expense	રેખવે	()		-236 0	127			0	353	-356			0	ਹੈ	()	-336	-277	28 €	4,619	4.534
Profit/(loss) after tax	-63 ,038	ર્ન્ડ		840 - I	-452	-435	-644	-238	-12,217	1,261		-12 ಲಿ	ਉ	-87	-2,978	1.192	-2,022	-5.977	-16,711	-101,454

A: Unaudited Profit and Loss for Captiva Group (1.1-31.12) represent the comparable figures for 2021 presented in the audited consolidated financial statements for Captiva Digital Services AS for the period 1 January 2022 to 31 January 2022, included as Schedule 1

B: Unadjusted historical financial information for entities acquired and sold by Captiva Group, as well as Stenkalles Holding AS including subsidiaries:

	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited
					Stenkalles Holding
	Broentech AS	Fjord Energi AS	Enestor AS	Jåstadkraft AS	AS 1	Entities acq. and
	(1.1-31.12)	(1.1-31.05)	(1.1-31.12)	(1.6-31.12)	(1.1-31.12)	sold by Captiva, and
( NOK 1000 )	(NGAAP)	(NGAAP)	(NGAAP)	(NGAAP)	(NGAAP)	Stenkalles Holding AS
Sales revenues	5,167	459	13,040	-1,175	0	17,491
Other income	0	0	387	0	-841	-454
Total revenue	5,167	459	13,427	-1,175	-841	17,037
Cost of goods sold	0	0	-1,924	50	0	-1,874
Salary and personnel expenses	-3,890	-729	-8,393	0	0	-13,012
Other operating expenses	-860	-136	-1,739	360	179	-2,196
O perating expenses	-4,750	-865	-12,056	410	179	-17,082
Net income from associated companies and joint	0	0	0	0	0	0
EBITDA	417	-406	1,371	-765	-662	-45
Depreciations and amortisations	-141	-2	-48	75	0	-116
O perating profit (EBIT)	276	-408	1,323	-690	-662	-161
Financial income	4	0	12	0	-3,039	-3,023
Financial expense	-46	-16	0	339	1,162	1,439
Profit/(loss) before tax	234	-424	1,335	-351	-2,539	-1,745
Income tax expense	0	0	-294	17	0	-277
Profit/(loss) after tax	234	-424	1,041	-334	-2,539	-2,022

¹: Stenkalles Holding AS including subsidiaries

The historical financial information above relates to two minor acquisitions made in 2021 by Captiva Group and three transactions concluded in 2022 as also further described in the notes:

• Broentech AS was in the Captiva Group consolidated accounts was accounted for according to the equity method in 2021. The ownership increased to 51% on 31 December 2021. The historical financial information of this company is included in the pro forma financial information line-by-line.
• Fjord Energi AS was acquired by Captiva Group on 31 May 2021. This company's financial information is therefore included from 1 January 2021 up until the acquisition date.
• The ownership in Enestor AS increased from 25.01% to 51% on 1 June 2022. In the Captiva Group consolidated accounts the investment was accounted for according to the equity method in 2021. It is therefore included in the pro forma financial information line-by-line.
• Jåstadkraft AS was sold by Captiva Group on 30 June 2022. The profit and loss line items included in the consolidated statements of Captiva in 2021 are therefore removed in the pro forma profit and lost.
• 50% of the shares in Stenkalles Holding AS, including subsidiaries, was sold on 19 September 2022, and deconsolidated from that date. The financial information of these companies is therefore excluded in the profit or loss statement line-by-line.

IFRS adjustments

IFRS adjustment 1 – Sales revenue

This adjustment, leading to a decrease in sales revenue of NOK 2.867 million is related to:

IFRS 9 adjustment related to financial power price agreement in Bøen Kraft AS where the settlement for power price difference is presented as other operating cost, while according to IFRS the cost is related to the sales price and adjusts the sales revenue for produced volume. Se further IFRS 4 adjustment – Financial expense.

IFRS adjustment 2 – Other operating expenses

This adjustment, leading to a decrease in other operating expenses of NOK 4.231 million is related to:

• IFRS 16 adjustment of total NOK 1.153 million, reducing other operating costs in Captiva of NOK 1.129 million and in Tinnkraft AS of NOK 0.024 million. These adjustments relate to lease agreements with fixed annual lease costs which have been recognised as a right to lease asset with depreciations and an interest-bearing lease liability in the statement of financial position. The annual lease cost is presented as depreciation and interest cost.
• IFRS 9 adjustment of NOK 3.078 million reducing other operating costs in Bøen Kraft AS related to costs of power purchase agreement (financial contract) classified as other operating expenses in Bøen Kraft AS, while according to IFRS 9, the contract is a financial derivative related to the sales revenue hedge (for settlement related to sales volume) or a financial cost (for settlement related to volume inefficiency or change in fair value of the financial instrument).

IFRS adjustment 3 – Depreciations and amortisations

This adjustment, leading to an increase in depreciations of total NOK 0.609 million is related to:

• Increased depreciation cost of NOK 1.053 million related to the recognised right to lease assets of NOK 8.943 million related to IFRS 16 in Captiva Group (NOK 8.098 million) and Tinnkraft AS (NOK 0.845 million). The adjustment of depreciation is related to Captiva Group with NOK 1.039 million and to Tinnkraft AS with NOK 0.014 million. The depreciation method is straight line over the respective lease contract periods.
• Reversal of depreciation of goodwill in Captiva Group of NOK 0.444 million. Goodwill shall according to IFRS not be depreciated, but tested annually for impairment, hence the depreciation cost is adjusted in the pro forma condensed financial information.

IFRS adjustment 4 – Financial expense

This adjustment, leading to an increase in financial expenses of total NOK 6.761 million relates to:

• Increase of financial expenses of NOK 0.229 million that relates recognition of the lease liability of total NOK 8.943 million related to IFRS 16 in Tinnkraft AS (NOK 0.845 million) and Captiva Group (NOK 8.098 million). The increase in financial expense is NOK 0.025 million in Tinnkraft AS and NOK 0.203 million in Captiva Group.
• Reduction of financial expense due to reversal of depreciation cost of goodwill in Captiva Group related to investment in associated companies, leading to reduced financial expense of NOK 0.316 million. Captiva has classified income from associated companies as financial

items. Goodwill shall according to IFRS not be depreciated, but tested annually for impairment, hence the depreciation cost allocated to financial expense is adjusted in the pro forma condensed financial information.

• Increase of financial expense of NOK 0.211 million related to power price contract in Bøen Kraft AS, the total cost has been presented as other operating cost in Bøen Kraft AS, the adjustment of NOK 0.211 increasing financial cost is related to settlement related to volume inefficiency.
• Increase of financial expense of NOK 6.637 million related to change in fair value of the power price contract in Bøen Kraft AS in 2021 which is recognised in the profit or loss statement as a financial expense.

IFRS adjustment 4 – Tax expense

This adjustment, leading to a reduction of tax expense of NOK 0.028 million is related to reduced tax expense due to the net effect of IFRS 16 adjustments on profit before tax of Captiva Group and Tinnkraft AS of NOK 0.025 million and NOK 0.004 million respectively. See IFRS adjustment 2 to 3 earlier in this Section.

Pro forma adjustments

The table gives a summary per entity of the pro forma adjustments 1-7 described below:

					adjustments and
Pro Forma adjustment ( NOK m illion )	Captiva Group	Tinnkraft AS		Bøen Kraft AS Cloudberry Group	elim.
1. Sales revenues	-2 386			2 936	-2 451
2. Cost of goods sold		-0 150	-0 080		-0 230
3. Other operating expenses		0.150	0.080	0.722	0.951
4. Net income from associated companies and joint ventures	-0 081			1 269	1.188
5. Depreciations and amortisations	0.085			-21.159	-21.075
6. Financial expense	0 287				0.287
7. Income tax expense	-0 018			4 637	4 619
I otal	-5113	0 000	0 000	-11 595	-16_711

Pro forma adjustment 1 – Sales revenue

This adjustment, leading to a decrease in sales revenues of total NOK 2.451 million is related to:

• NOK -5.386 million reduction in sales revenues related to pro forma elimination of revenue in Captiva Group and Enestor AS which relates to sales revenue from companies in the Cloudberry Group from 1 January to 31 December 2021.
• NOK 2.936 million increased in sales revenue resulting from the sale of 50% ownership and deconsolidation of Stenkalles Holding AS. The sales revenue relates to invoiced project development hours, which was previously eliminated in the reported Group revenues.

Pro forma adjustment–2 - Cost of goods sold

This adjustment, leading to an increase of cost of goods sold of NOK 0.230 million is related to:

Increased of NOK 0.150 million to align the accounting principles of Tinnkraft AS to the accounting principles of the Group. In the Group, grid cost is classified as cost of goods sold, while in the company accounts of Tinnkraft it is classified as other operating expenses. Hence the grid cost of NOK 0.150 million is classified as cost of goods sold instead of other operating expenses as a pro forma adjustment to align the accounting principles to the principles of the Group.

Increased of NOK 0.080 million to align the accounting principles of Bøen Kraft AS to the accounting principles of the Group. In the Group, grid cost is classified as cost of goods sold, while in the company accounts of Bøen Kraft AS it is classified as other operating expenses. Hence the grid cost of NOK 0.080 million is classified as cost of goods sold instead of other operating expenses as a pro forma adjustment to align the accounting principles to the principles of the Group.

Pro forma adjustment 3 – Other operating expenses

This adjustment, leading to a decrease of total NOK 0.951 million in other operating expenses relates to:

• Reduction of NOK 0.150 million related to reclassification grid cost to cost of gods sold in Tinnkraft AS. The reclassification is to align the accounting principles applied by Cloudberry, see also pro forma adjustment 3.
• Reduction of NOK 0.080 million related to reclassification grid cost to cost of gods sold in Bøen Kraft AS. The reclassification is to align the accounting principles applied by Cloudberry, see also pro forma adjustment 3.
• Reduction of NOK 1.095 million due to pro forma elimination of operating expenses in Cloudberry Group related to purchases from Captiva Group in 2021.
• Reduction of NOK 0.490 million due to pro forma elimination of operating expenses in Cloudberry Group related to purchases from Enestor AS in 2021.
• Increased other operating expenses in Cloudberry Group of NOK 0.299 million due to transaction costs incurred in 2022 related to the acquisition of Tinnkraft AS which is pro forma adjusted to as if the acquisition occurred on 1 January 2021.
• Increased other operating expenses in Cloudberry Group of NOK 0.378 million due to transaction costs incurred in 2022 related to the acquisition of Bøen Kraft AS which is pro forma adjusted to as if the acquisition occurred on 1 January 2021.
• Increased other operating expenses in Cloudberry Group of NOK 0.186 million due to transaction costs incurred in 2022 related to the sale of Stenkalles Holding AS which is pro forma adjusted to as if the acquisition occurred on 1 January 2021

Pro forma adjustment 4 – Net income from associated companies and joint ventures

This adjustment leading to an increase of total NOK 1.188 million in net income from associated companies and joint venture is related to:

Reduction of NOK 0.287 million in reclassification of net income from associated companies to align the accounting principles of Captiva Group to the accounting principles of the Group. In the Group, net income from associated companies is classified as net income from associated companies, while in the Captiva group accounts net income from associated companies is classified as financial income or expense. Hence, net income from associated companies in Captiva Group is reclassified as a pro forma adjustment to align the accounting principles to the principles of the Group.

• The reduction of NOK 0.025 million related to the investment in Broentech AS. Broentech AS, was in the Captiva Group consolidated accounts been accounted according to the equity method in 2021, but the ownership increased to 51% on 31 December 2021 and hence the accounting of the company is pro forma adjusted from equity method to fully consolidated line-by-line as set out in Note B above.
• The increase of NOK 0.231 million relate to the investment in Enestor AS, which in the Captiva Group consolidated accounts was accounted for according to the equity method in 2021, but as ownership increased to 51.0% on 1 June 2022 hence the accounting of the company is pro forma adjusted from equity method to fully consolidated line-by-line as set out in Note B above.
• The increase in income from associated companies and joint ventures of NOK 1.269 million relate to the investment in Stenkalles Holding AS to reflect that 50% was sold in 2022 and therefore deconsolidated. The adjustment to remove Stenkalles Holding AS (including subsidiaries) is described in Note B above.

Pro forma adjustment 5 – Depreciations and amortisations

This adjustment leading to an increase of total NOK 21.075 million in depreciations and amortisations is related to:

• NOK 0.085 million related to depreciation of excess values in Captiva Group related to Jåstadkraft AS in 2021.
• NOK 3.906 million in Cloudberry Group related to depreciation of excess values related to power plants of Nessakraft AS of NOK 0.573 million, Bjørgelva Kraft AS of NOK 0.029 million, Usma Kraft AS of NOK 1.060 million and Åmotsfoss Kraft AS of NOK 2.245 million from 1 January and up to the acquisition date in 2021.
• NOK 0.493 million in Cloudberry Group related to 12 months depreciations of excess value of power plant related to the acquisition of Tinnkraft AS. The expected useful life is 60 years, and the depreciation method is straight line basis.
• NOK 13.329 million in Cloudberry Group related to related to 12 months amortisation of excess value of intangible assets identified in the acquisition of the Captiva Group. The expected useful lives are 5 years, and the amortisation method is straight line basis.
• NOK 3.431 million in Cloudberry Group related to 12 months depreciations of excess value of power plant related to the acquisition of Bøen Kraft AS. The expected useful life is 42 years, and the depreciation method is straight line basis.

Reference is made to Section 11.6 (Preliminary purchase price ) for the purchase price allocation related to the acquisitions.

Pro forma adjustment 6 – Financial expenses

This adjustment, leading to a reduction of NOK 0.287 million in financial expenses is related to reclassification of net income from associated companies to align the accounting principles of Captiva Group to the accounting principles of the Group. In the Group net income from associated companies is classified as net income in associated companies, while in the Captiva group accounts this is classified as financial income or expense. Hence, net income from associated companies in Captiva is reclassified as a pro forma adjustment to align the accounting principles to the principles of the Group.

Pro forma adjustment 7 – Income tax expense

This adjustment, leading to a reduced tax expense of total NOK 4.619 million is related to:

• Increased tax expense of NOK 0.018 million related to reversal of deferred tax expense related to depreciation of excess values in Captiva Group related to Jåstadkraft AS in 2021
• Reduced tax expense of NOK 4.637 million in Cloudberry Group due to reversal of deferred tax liability related to depreciation of excess values related to Nessakraft AS of NOK 0.126 million, Bjørgelva Kraft AS of NOK 0.007 million, Usma Kraft AS of NOK 0.233 million, Åmotsfoss Kraft AS of NOK 0.494 million, Captiva Group of NOK 2.932 million, Tinnkraft AS of NOK 0.108 million and Bøen Kraft AS of NOK 0.755 million.

All the pro forma adjustments 1 to 10 have continuing impact, except pro forma adjustment 5 of NOK 0.299 million, NOK 0.186 million and NOK 0.378 million, which relates to transaction costs of the Tinnkraft acquisition, the Bøen Kraft acquisition and the sale of Stenkalles, that do not have any continuing impact.

11.6 Preliminary purchase price allocations

Please see the table below for the preliminary purchase price allocations which have been prepared and have been used as a basis for the unaudited pro forma condensed information:

Alloaction of purchase price

NOK 1000	Captiva Group	Tinnkraft AS	Bøen Kraft AS	Enestor AS*
Acquisition date	07.01.2022	01.02.2022	09.06.2022	01.06.2022
Voting rights/shareholding acquired through the acquisition	60 %	100 %	100 %	26 %
Total voting rights after the acqusition	60 %	100 %	100 %	51 %
Non controlling interests	40 %	0 %	0 %	49 %
Consideration
Cash	50,519	27,655	85,464	4,650
Shares	50,519	0	16,195	0
Total acquisition cost	101,037	27,655	101,659	4,650
Book value of net assets (se table below)	36,060	4,575	-10,750	3,799
Identification of excess value. attributable to:
Intangible assets	66,564	0	0	0
Property, plant and equipment	641	29,590	144,114	0
Inventory	0	0	0	0
Other	2,282	0	0	0
Gross excess value	69,487	29,590	144,114	0
Deferred tax on excess value	-15,067	-6,510	-31,705	0
Net excess value	54,420	23,080	112,409	0
Fair value of net acquired assets excluding goodwill Of which	90,480	27,655	101,659	3,799
Non controlling interest	36,192	0	0	1,862
Controlling interests	54,288	27,655	101,659	1,937
Total acquisition cost (controlling interest)	101,037	27,655	101,659	4,650
Fair value of net aquired assets ex goodwill (controlling interest)	54,288	27,655	101,659	701
Goodwill (controlling interest)	46,750	0	0	3,949
Goodwill (non controlling interest)	31,166	0	0	3,637
Goodwill (100%)	77,916	0	0	7,585
Total non controlling interest	67,358	0	0	5,499
Book value net aquired assets
NOK 1000	Captiva Group	Tinnkraft AS	Bøen Kraft AS	Enestor AS*
Deferred tax asset	0	0	0	0
Intangible assets	27,477	0	0	0
Property, plants and equipment	16,482	13,422	32,289	386
Goodwill	1,338	0	0	0
Other non-current assets	3,077	0	0	0
Financial non-current assets	5,628	0	1,662	0
Inventory	0	0	0	0
Other current assets	29,642	0	3,139	2,821
Cash and cash equivalents	160,688	1,666	11,165	3,290
Acquired assets	244,332	15,087	48,256	6,497
Interest bearing debt, long term	20,264	10,000	32,746	0
Other non current liabilities	10	0	18,000	0
Current liabilities	184,732	513	7,918	0
Deferred tax liability	3,265	0	342	0
Other liabilities Net asset value aquired assets	0 36,060	0 4,575	0 -10,750	2,698 3,799
Total acquisition cost	101,037	27,655	101,659	4,650
Non cash consideration	50,519	0	0	0
Cash consideration	50,519	27,655	101,659	4,650
Cash in acquired company	-160,688	-1,666	-11,165	-3,290

*Ownership through Captiva Group

Net cash outflow at acquisition (inflow) -110,169 25,989 90,494 1,360

Please note that according to IFRS 3 the estimation of fair value and goodwill may be adjusted up to 12 months after the takeover date if new information has emerged about the facts and circumstances that existed at the time of takeover. The Group makes use of the opportunity to adjust the initial purchase price allocation if necessary.

12 BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE

The General Meeting exercises the supreme authority in the Company. All Shareholders of the Company are entitled to attend and vote at the General Meeting and may propose resolutions to be included in the agenda for the General Meeting.

The overall management of the Company is vested by the Board of Directors and the Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company's business ensuring proper organisation, preparing plans and budgets for its activities ensuring that the Company's activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties.

The Board of Directors has four sub-committees; a nomination committee, see Section 12.8 (Nomination committee), an audit committee, see Section 12.9 (Audit committee), a compensation committee, see Section 12.10 (Compensation committee) and an ESG committee, see Section 12.11 (ESG committee).

The Management is responsible for the day-to-day management of the Company's operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Company's chief executive officer (the "CEO"), is responsible for keeping the Company's accounts in accordance with Norwegian legislation and regulations and for managing the Company's assets in a responsible manner. In addition, the CEO must according to Norwegian law brief the Board of Directors about the Company's activities, financial position and operating results at a minimum of one time per month.

12.1 The Board of Directors

Overview of the Board of Directors

The Articles of Association provide that the Board of Directors shall consist of between three to eight board members, elected by the Shareholders. The names, positions, current term of office of the Board Members as the date of this Prospectus are set out in the table below, in addition to the number of Shares and options held by each Board Member.

All Board Members are independent of the Management and material business contacts, however, the CEO regularly attends the Board of Director's meetings. Frank Jarle Berg, Benedicte Heidenreich Fossum, Petter Winther Borg, Liv Eiklo Lønnum, Stefanie Witte, Henrik Joelsson and Nicolai Nordstrand are independent of the Company's larger Shareholders (Shareholders holding more than 10% of the Shares). No member of the Management serves on the Board of Directors.

The Company's registered business address, Frøyas gate 15, 0273 Oslo, serves as business address for the members of the Board of Directors in relation to their directorship in the Company

The names and positions of the members of the Board of Directors as of 7 December 2022 are set out in the table below:

Name	Function	Served since	Term expires	Shares	Options
Frank J. Berg	Chairperson	2020	2023	3,209,8051	-
Petter W. Borg	Board Member	2019	2023	2,003,5032	-
Benedicte H. Fossum	Board Member	2020	2023	100,1033	-
Liv E. Lønnum	Board Member	2020	2023	7,765	-
Stefanie Witte	Board Member	2022	2023	-	-
Henrik Joelsson	Board Member	2022	2023	-	-

Nicolai Nordstrand	Board Member	2022	2023	31,264	-
	1. Frank J. Berg holds 7,765 Shares privately and 3,202,040 Shares via CCPartner AS.
2. Petter W. Borg holds 7,765 Shares privately and 1,995,738 Shares via Caddie Invest AS and Kewa Invest AS.

1. Benedicte H. Fossum holds Shares via Mittas AS.

Brief biographies of the members of the Board of Directors

Set out below are brief biographies of the Board Members, including their managerial expertise and experience, in addition to an indication of any significant principal activities performed by them outside of the Company and names of companies and partnerships of which a member of the Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and executive management positions in subsidiaries of the Company).

Frank Jarle Berg

Frank Jarle Berg has more than 30 years of experience from the energy and utility industry whereas the last 15 years in the Nordic renewables. He has previously been a partner in Arthur Andersen and the law firm Selmer with special responsibilities for renewables, infrastructure and sustainability. Frank serves as chairperson and member of the boards in a number of companies, including Salten Kraftsamband AS. Frank Jarle Berg is chairperson of the Board and leader of the audit committee in Cloudberry. Frank Jarle Berg holds a Master in Accounting & Auditing from the Norwegian School of Economics (NHH) and a PED from IMD, Lausanne. Frank Jarle Berg is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	CCP AS (chairperson)
	Salten Kraftsamband AS (board member)
	CCPartner AS (CEO and chairperson)
	SCP Hydro AS (CEO)
	Måge Naturkraft AS (chairperson)
	Hydronor AS (chairperson)
	Proxima Hydrotech AS (chairperson)
	Kulu Kraftverk AS (chairperson)
	Captiva Eiendom Holding AS (chairperson)
	CCP Invest 1 AS (chairperson)
	Jordalen Kraftlag AS (chairperson)
	Voldsetelva Kraftverk AS (chairperson)
	Ryddøla Kraftverk AS (chairperson)
	Grønlielva Kraftverk AS (chairperson)
	Vikaåne Kraftverk AS (chairperson)
	Husstøl Kraftverk AS (chairperson)
	BDK Bolig AS (chairperson)
	Døvik Kraft AS (chairperson)
	Scanvind 1 AS (chairperson)
	Dikeveien 18 AS (chairperson)
	CCBolig AS (chairperson)
	SKS Produksjon AS (board member)
	Kjensli Utvikling AS (CEO and chairperson)
Previous directorships and senior management positions last five	Proxima Scandinavia AS (board member)
years	Aventron Norway AS (board member)
	Nordic Wind Power DA (board member)
	SCP Hydro AS (chairperson)
	Markåni Kraftverk AS (chairperson)
	Sirdal Kraft AS (chairperson)
	Steindal Kraftverk AS (chairperson)
	Todøla Kraftverk AS (chairperson)
	Madland Kraft AS (board member)
	Boge Kraft AS (board member)

Petter Winther Borg

Petter Winther Borg has more than 35 years of experience within investment banking and asset management. He is the former CEO of Pareto Asset Management, a position he held for 18 years. Petter W. Borg is the chairperson of House of Maverix AS. In addition, he is member of the board of directors of Attivo AS, Ferd Holding AS, Grieg Investor AS, and Nordic Aquafarms Group AS. Petter Winther Borg is the leader of the compensation committee in Cloudberry. Petter Winther Borg holds a degree in Economics from Handelsakademiet. He is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	Attivo AS (board member)
	House of Maverix AS (chairperson)
	Ferd Holding AS (board member)
	Grieg Investor AS (board member)
	Nordic Aquafarms Group AS (board member)
	Caddie Eiendom AS (chairperson)
	Caddie Invest AS (chairperson)
	Solfonn AS (board member)
	Langfonn AS (board member)
	Picolo AS (chairperson)
	AS Fosil (board member)
	The Factory Angels II AS (board member)
	Nordic Aquafarms Europe AS (board member)
Previous directorships and senior management positions last five	Attivo AS (chairperson)
years	Pareto Asset Management AS (CEO)
	Krafthuset AS (chairperson)
	Pareto AS (board member)
	Astrup Fearnley Asset Management AS (CEO)

Benedicte Heidenreich Fossum

Benedicte Heidenreich Fossum has extensive board experience, with core competence within aquaculture and life science and investment through family offices. She is educated as a veterinarian from the Norwegian University of Life Sciences, and maintains a special interest in sustainability, combining the biological and economical perspectives. Currently she is the chair of the board at Smartfish AS, board member and CEO of Foinco AS, board member in Salmotrace AS and in familyowned investment companies. Prior to becoming a professional board member, she has diverse managerial experience within regulatory, R&D, M&A and strategic development. Benedicte Heidenreich Fossum was one of the founders of Pharmaq AS and has also worked for the Norwegian Medicines Agency Control Authority. Benedicte Heidenreich Fossum is a member of the audit committee in Cloudberry. Benedicte Heidenreich Fossum is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	Smartfish AS (board member)
	Mittas AS (chairperson and CEO)
	Mittholding AS (chairperson and CEO)
	Foinco AS (board member and CEO)
	Salmotrace AS (board member)
	Hector Invest AS (board member)
	Credo Invest Nr 8 (board member)
	Allierogruppen AS (board member)
Previous directorships and senior management positions last five	Katinas AS (board member)
years	Veterinærmedisinsk oppdragssenter AS (board member)
	Cabi Holding AS (board member)
	Abisco AS (chairperson)
	Patogen Holding AS (board member)

Liv Lønnum

Liv Lønnum is currently working as managing director, leading the parliament administration and the political advisory group for the Progressive Party, (Nw.: Fremskrittpartiets) at Stortinget. She has been a State Secretary/Deputy Minister at the Ministry of Petroleum and Energy and political adviser to the Progressive Party's members in the Standing Committee on Energy and the Environment. Liv Lønnum has considerable experience of both business and politics in Norway. She holds a Bachelor in economic and administration from Norwegian School of Management and York University in Toronto, Canada. Liv Lønnum previously worked at Storebrand ASA, Compass Group and Hammer & Hanborg. Liv is a member of the compensation committee in Cloudberry. Liv Lønnum is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	N/A
Previous directorships and senior management positions last five years	Norwegian Ministry of Petroleum and Energy (Secretary of State) Compass Group and Hammer & Hanborg (senior consultant)

Stefanie Witte

Stefanie Witte is a Director for Chrome OS, consumer with responsibility for Google's operating system in the German speaking countries, the Nordics and Poland. Over the last eleven years she has had leading positions in Google, like Head of marketing for Android, Google's own hardware and advertising products. Prior to joining Google, Witte worked six years in Novartis as business developer and head of strategic marketing after three years as a consultant in McKinsey. Stefanie is represented at the board of several tech companies in Norway and Germany. At Cloudberry, she is also a member of the remuneration committee. Stefanie holds a M.A HSG Finance, Accounting and Controlling from the University of St. Gallen. She is a German citizen.

Directorships and senior management positions
Current directorships and senior management positions	Arminia AS (chairperson) Mynea Group GmbH (board member) Meltwater N.V. (board member)
Previous directorships and senior management positions last five years	Kezzler AS (board member) Ecoonline Topco AS (board member) EcoOnline AS (board member) EcoOnline Holding AS (board member)

Henrik Joelsson

Henrik Joelsson has more than 25 years of experience within strategic business development and investments. He heads his own consultancy firm and has formerly worked 13 years as an investment director at the listed investment firm Ratos AB, where he was responsible for the Norwegian business. Furthermore, Joelsson has more than 9 years of experience as a strategic consultant at Bain & Company. Joelsson has broad board experience and has been an active investor, board member and consultant within the energy sector, with a specific focus on renewables. He is currently a board member of Goava Sales Intelligence AB. Joelsson holds a Master of Science in Business Administration and Economics from Stockholm School of Economics and a Master in Business Administration and Management (MBA) from INSEAD in France. Henrik Joelsson is a Swedish citizen.

Directorships and senior management positions
Current directorships and senior management positions	Goava Sales Intelligence AB (board member)
	HJ Business Development AB (board member)
Previous directorships and senior management positions last five	Fugen Sweden AB (board member)
years

Nicolai Nordstrand

Nicolai Nordstrand is an investment director at Havfonn AS, the family office at the Bergesen family. He has worked at Havfonn AS for seven years and works with strategy, business development and financing. He has more than 10 years of experience with corporate finance from PwC in Oslo and London and Sparebank 1 Markets. Nordstrand holds a Master of Science in Financial Economics from BI Norwegian Business School. Nicolai Nordstrand is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	Sameiet Ullevålsveien 67 (chairperson)
Previous directorships and senior management positions last five	Agrinos AS (board member)
years

12.2 Management

Composition of the Group's Management

The Company's executive Management team consists of six individuals. The names of the members of the Management and their respective positions, in addition to their holding of Shares and options in the Company as of 7 December 2022, are presented in the table below. The Company's registered business address, Frøyas gate 15, 0273 Oslo, serves as business address for the members of the Management in relation to their positions with the Company:

Name	Position	Employed since	Shares	Options / Warrants
Anders J. Lenborg	Chief Executive Officer	September 2017	1,363,5461	3,395,000
Christian A. Helland	Chief Value Officer (CFO)	October 2019	452,7582	2,550,000
Jon Gunnar Solli	Chief Operating Officer	August 2018	613,7233	1,150,000
Stig J. Østebrøt	Chief Technology Officer	January 2022	25,000	-
Charlotte Bergquist	Chief Development Officer	January 2022	-	600,000
Ingrid Bjørdal	Chief Compliance &	September 2022	40,000	-
	Organisation Officer

1. Anders J. Lenborg holds Shares via Lenco AS.

2. Christian A. Helland holds Shares via Amandus Invest AS.

3. Jon Gunnar Solli holds Shares via Lotmar Invest AS.

4. Please refer to Section 12.3.3 (Equity incentive plan) for more information about the warrants.

Brief biographies of the members of the Management

Set out below are brief biographies of the members of the Management, including their managerial expertise and experience, in addition to an indication of any significant principal activities performed by them outside of the Company and names of companies and partnerships of which a member of the Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years.

Anders Jørgen Lenborg

Anders Jørgen Lenborg is co-founder and CEO of Cloudberry. He specialises in acquisitions, commercial contracts and regulatory issues related to renewable energy projects and is an experienced lawyer within infrastructure and renewable energy acquisitions in the Nordics. Anders Jørgen Lenborg has previously been the Head of Energy Sector Group in DLA Piper Norway where he was a partner. He holds a law degree from University of Oslo and a postgraduate diploma from King's College in London. Anders Jørgen Lenborg is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	Lenco AS (chairperson and CEO)
Previous directorships and senior management positions last five years	CB4 Green Invest AS (CEO) Advokat Anders Lenborg AS (CEO) Protector Forsikring ASA (board member)

Christian Amandus Helland

As Chief Value Officer, Christian is responsible for the finances of the company. He has 13 years of experience within private equity and portfolio management in Pareto Asset Management AS. Since 2008, he was acting as lead investor for renewable wind-investments in Northern Europe and hydroand wind development in Norway and Sweden. Christian holds a Master in Systems Engineering from Cornell University, a Master in Business Economics from University of California SB, and a Bachelor of Science in Mechanical Engineering from University of California, SB. Christian A. Helland is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	Amandus Invest AS (CEO and chairperson)
Previous directorships and senior management positions last five years	Pareto Asset Management AS (partner & portfolio manager)

Jon Gunnar Solli

Jon Gunnar Solli is one of the founders of Cloudberry and is responsible for day-to-day operations of the Cloudberry portfolio. He is a former CFO and investment manager with more than 20 years of experience from the asset management industry. Jon Gunnar Solli was previously a CFO/CIO at the Norwegian Church Endowment (Nw.: Opplysningsvesenets Fond), Nordea Asset Management, SpareBank 1 Livsforsikring, and Storebrand. He holds a Master in Accounting & Auditing from Norwegian School of Economics (NHH) and is a state authorised public accountant. Jon Gunnar Solli is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	Lotmar Invest AS (CEO)
Previous directorships and senior management positions last five years	Norwegian Church Endowment (CIO/CFO) Clemens Eiendom AS (board member) Clemens Kraft AS (board member) Clemens Kraft Holding AS (board member) Clemens Kraftverk AS (board member) Clemens Kraft Drift AS (deputy chairperson) Kirkepartner AS (board member)

Stig Østebrøt

Stig has been the CEO of the Captiva Group for the last 10 years and responsible for Cloudberry's operations segment from 2022. He is a former analyst from Ernst & Young. Stig has an executive MBA from Norwegian School of Economics and a Master degree from BI Norwegian Business School.

Directorships and senior management positions
Current directorships and senior management positions	CCP AS (CEO and board member)
	S.J.Ø Invest AS (CEO and chairperson)
	Fjord Energi AS (chairperson)
	Captiva Eiendom Oslo AS (chairperson)
	Captiva Eiendom Holding AS (board member)
	Scanvind 1 AS (board member)
	Kulu Kraftverk AS (board member)
	Vikaåne Kraftverk AS (board member)
	Ryddøla Kraftverk AS (board member)
	Døvik Kraft AS (board member)
	Voldsetelva Kraftverk AS (board member)
	Grønlielva Kraftverk AS (board member)
	Måge Naturkraft AS (board member)
Previous directorships and senior management positions last five	Proxima Scandinavia AS (board member)
years	Svensk Handelseiendom (chairperson)
	Stølsdalselva Kraftverk AS (chairperson)

Charlotte Bergquist

Charlotte is from 2022 responsible for the Development segment with a special emphasis on Cloudberry's shallow-water and offshore portfolio. She is a former developer for wpd Offshore, vice chairperson at the Swedish TSO, Svenska Kraftnet, chairperson of Power Circle and the founder of Kraftkvinnorna. Charlotte has a Master of Business Administration from Gothenburg School of Economics and Commercial Law.

Directorships and senior management positions
Current directorships and senior management positions	Viveca Hansson Gidlund Forvaltning AB (board member)
	Byrknalten AB (board member)
Previous directorships and senior management positions last five	Svenska Kraftnät (vice chairperson)
years	PAC2 AB (CEO and board member)
	Råbena AB (CEO and board member)
	Marknadsföreningens i Göteborg Serviceaktiebolag
	(board member)
	Trinda Energy AB (CEO and board member)
	SeaTwirl AB (board member)
	Power Circle AB (chairperson and board member)

Ingrid Bjørdal

Ingrid Bjørdal started in Cloudberry in September 2022 as Chief Compliance and Organisation Officer which includes responsibility for compliance, ESG, organisation and HR in the Group. Bjørdal has 20 years of experience from sustainability, HSE, compliance, HR and organisational development from the recycling and circular economy industry. She was SVP of Sustainability, Compliance and Organisation for six years in the Norsk Gjenvinning Group and has held the position as General Manager of two subsidiaries in the Norsk Gjenvinning Group. She holds a Master of Science in HR and Organisation from King's College in London and an Executive MBA from BI Norwegian Business School. Bjørdal is a Norwegian citizen.

Directorships and senior management positions
Current directorships and senior management positions	Hovinbyen Sirkulære Oslo (board member)
	AB Media AS (board member)
	Stiftelsen Bygdø Monolitten (deputy boad member)
Previous directorships and senior management positions last five	Midt-Norge Massemottak AS (CEO)
years	Holmen Massemottak AS (CEO)
146

Solli Massemottak AS (CEO) Kopstad Massemottak AS (CEO) Hauka Deponi AS (CEO) Asak Massemottak AS (CEO) Borge Massemottak AS (CEO) Norsk Gjenvinning M3 AS (CEO) NG Secure AS (CEO)

12.3 Remuneration and benefits

Remuneration of Board of Directors

At the annual General Meeting held on 28 April 2022, it was resolved that the chairperson of the Board of Directors shall receive NOK 575,000 per year and that the other Board Members shall receive NOK 287,500 per year as remuneration in their capacity as members of the Board of Directors. The remuneration of the Board of Directors is based on a recommendation by the nomination committee, which will propose the remuneration for the Board Members for 2023 at the Company's annual general meeting in April 2023.

The General Meeting has further adopted a share purchase programme for the members of the Board of Directors, see Section 12.3.4 (Share purchase program for Board Members).

In accordance with a recommendation by the nomination committee, the Board Members who participate in the Company's audit committee, compensation committee, ESG committee or nomination committee receive separate compensation for this per year. The table below shows the remuneration received in 2022:

(NOK 1 000)	Audit committee	Compensation committee	ESG committee	Nomination committee
Chairperson	70	42,5	42,5	42,5
Board members	45	32	32	32

Remuneration of the Management

The total remuneration paid to the management for the year ended 31 December 2021 was NOK 18 million (for their management positions in the Company). The following table sets forth the remuneration paid to the members of the Management for the year ended 31 December 2021:

NOK 1000	Anders Lenborg (CEO)	Christian Helland (CVO)	Suna Alkan (CSO)	Jon Gunnar Solli (COO)	Tor Arne Pedersen (CDO)	Total
Salary	2 700	2 100	1640	1850	1850	10 140
Bonus	1 350	700	400	600	150	3 200
Pension costs	83	77	87		87	334
Share based payment	1729	1259	355	ല്ലേഴ	401	4 330
Total reportable benefits paid 2021	5 862	4 136	2 482	3 036	2 488	18 004

Equity incentive plan

On 21 March 2020, the General Meeting of the Company adopted an equity incentive plan for the Group, inviting managers and key employees of the Group to participate. The equity incentive plan may cover up to 5% of the issued shares in the Company from time to time. Allocations are proposed by the Board and subject to Shareholder approval. The exercise price for the warrants is determined by the Board of Directors in its reasonable discretion based on fair market value of the Shares on the date the Board of Directors propose allocation of warrants under the program. The determined exercise price is subject to approval by the General Meeting in relation to issuance of the warrants. The duration of the warrants is five years from the date of the General Meeting which resolves to issue the warrants. The vesting period is one year from the grant date.

As of the same date, the General Meeting of the Company passed a resolution allowing the Company to issue up to 1,900,000 warrants each giving a right to subscribe for one new share at the nominal amount of NOK 0.25 in the Company. Only members of the Management were invited to subscribe for these warrants. 775,000 warrants (equal to 2% of the issued shares in the Company at the time), each giving the holder the right to subscribe for one new share in the Company at a subscription price of NOK 11.10, were issued.

On 9 September 2020, the General Meeting of the Company passed a resolution allowing the Company to issue up 1,425,000 warrants each giving a right to subscribe for one new share at the nominal amount of NOK 0.25 in the Company to a subscription price of NOK 12.20 per share. Only members of the Management were invited to subscribe for the warrants, all of which were issued.

Further, on 17 June 2021, the General Meeting passed a resolution allowing the Company to issue up to 5,500,000 new warrants each giving a right to subscribe for one new share at the nominal amount of NOK 0.25 to a subscription price of NOK 12.50 per share.

Finally, on 28 April 2022, the General Meeting passed a resolution allowing the Company to issue up to 3,000,000 new warrants each giving a right to subscribe for one new share at the nominal amount of NOK 0.25 to a subscription price of NOK 17.40 per share.

As of the date of this Prospectus, the equity incentive plan covers approximately 3.7% of the issued Shares in the Company. Please refer to Section 12.2.1 (Composition of the Group's Management) above for details on the number of warrants allocated to each member of the Management at the date of this Prospectus.

Share purchase program for Board Members

At the extraordinary General Meeting held on 17 June 2021, it was resolved to establish a share purchase program for the members of the Board of Directors in the Company. The program is adopted in accordance with a proposal from the nomination committee and shall ensure a close alignment of the interests of the Board of Directors and the Company's Shareholders.

Pursuant to the share purchase program, Board Members shall invest 30% of the fixed gross remuneration (prior to tax) per year in the Company's Shares until the value of the Shares of each individual member amounts to at least two years of board remuneration. When this threshold has been achieved, the members of the Board of Directors shall be offered to use up to 30% of the gross board remuneration (prior to tax) to acquire shares in the Company. Shares acquired pursuant to this program will be subject to a three-year lock-up period and will be offered at a subscription price which is 15% below the prevailing market price. The program is personal for each Board Member and the ownership of the shares in the Company must maintain under the control of the Board Member at all times.

12.4 Benefits upon termination

Except for the CEO, who has relinquished his right to employment protection against severance pay for 12 months after the termination period of 6 months, no employee, including other members of the Management, has entered into employment agreements which provide for any special benefits upon termination. None of the members of the Board of Directors have service contracts with the Company and no members of the Board of Directors will be entitled to any benefits upon termination of office.

12.5 Employees

The table below set out the development of full-time equivalents for the last three financial year ended 31 December 2021 and as of 30 September 2022 (on a consolidated basis):

	2022	2021	2020	2019
Number of employees	61	14	10	8

Eight new employees have been hired since 31 December 2021 and two employees have left the company during 2022.

The Company has offices in Oslo, Norway (headquarter), in Karlstad/Eskilstuna, Sweden and in Gothenburg, Sweden. As of the date of this Prospectus, 9 of the employees are located in Oslo, 8 in Karlstad/Eskilstuna and 3 employees in Gothenburg.

The Captiva Group has a total of 41 employees in Norway where 18 are located in Oslo, 10 in Lillestrøm, 7 in Horten, 3 in Porsgrunn and 3 in Bern.

12.6 Pension and retirement benefits

The Group has an established pension scheme that is classified as a defined contribution plan. For the financial year ended 31 December 2021, the Group recognised an expense of total NOK 1.1 million (compared to NOK 0.6 million for the financial year ended 31 December 2020).

For more information about the Group's pension and retirement benefits, see note 13 to the Annual Financial Statements for the financial year ended 31 December 2021, incorporated by reference in Section 20.3.

12.7 Corporate governance requirements

The Company has adopted and implemented a corporate governance regime which complies with NUES, issued by the Norwegian Corporate Governance Board. This includes disclosure and transparency in all business to provide shareholders with precise and accurate information concerning all aspects regarding Cloudberry.

Neither the Board of Directors nor the Company's General Meeting have adopted any resolutions which are to be deemed to have a material impact on the Group's corporate governance regime.

12.8 Nomination committee

According to the Company's Articles of Association, the Company shall have a nomination committee. The nomination committee comprises of three members elected by the General Meeting of the Company. Morten S. Bergesen is elected as the chairperson of the nomination committee. Joakim Gjersøe and Henrik Lund are elected as members of the nomination committee.

The committee is responsible for recommending candidates for election of members and chairperson of the Board of Directors, and remuneration to the members of the Board. In its work, the nomination committee shall follow the Norwegian Code of Practice for Corporate Governance.

12.9 Audit committee

The Company has established an audit committee consisting of Frank Jarle Berg (chairperson), Nicolai Nordstrand and Henrik Joelsson. The committee performs tasks related to financial reporting, the annual accounts and internal control. The composition of the committee fulfils the requirements in the Public Companies Act.

12.10 Compensation committee

The Company has established a compensation committee consisting of three members, Petter Winther Borg, Stefanie Witte and Liv Eiklo Lønnum. The committee, which is a subcommittee of the Board of Directors, recommends, oversees and approves compensation and remuneration of the Company's executive Management, and other matters concerning the Management. The compensation committee shall propose guidelines related to the compensation, which shall be adopted by the Board of Directors.

12.11 ESG committee

In February 2021, the Company established an ESG committee. The committee shall consist of two board members in total. The committee's mandate is to guide and support the Company's work, anchor its commitment and ensure high standards on both strategic and operational levels within environmental, social and governance aspects in accordance with the Company's ESG guidelines and legal framework.

At the date of this Prospectus, the committee consists of Petter W. Borg and Benedicte H. Fossum.

12.12 Conflicts of interests, etc.

Nicolai Nordstrand was a member of the board of Agrinos AS which was declared bankrupt in July 2020. Otherwise, no Board Member or member of the Management has, or have had, as applicable, during the last five years preceding the date of the Prospectus:

• any convictions in relation to fraudulent offences;
• received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or was disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or
• been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his or her capacity as a founder, member of the administrative body or supervisory body, director or senior manager of a company.

Certain members of the Board of Directors and the Management have a financial interests in the Company through their shareholdings and as holder of warrants, as further described in Section 12.1 (The Board of Directors) and Section 12.2 (Management). In addition, members of the Board of Directors and the Management may be board members or managers of other companies and hold shares in other companies, and in the event any such company enters into business relationships with the Company, the members of the Board of Directors and Management may have a conflict of interest, which is managed by the person concerned not being involved in the handling of the matter on behalf of the Company. For information regarding certain transactions with related parties and between the Company and members of the Board of Directors or the Management, see Section 10.7 (Related party transactions).

Except as set out above there are currently no actual or potential conflicts of interest between the Company and the private interests or other duties of any of the members of the Board of Directors and the Management, including any family relationships between such persons.

13 DESCRIPTION OF SHARE CAPITAL

13.1 Share capital and share capital history

As of the date of this Prospectus, the share capital of the Company is NOK 72,824,976.25, divided among 291,299,905 shares each with a nominal value of NOK 0.25. All of the Shares have been created under the Public Companies Act and are validly issued and fully paid.

The Company has one class of shares, and accordingly there are no differences in the voting rights among the Shares. The Shares are freely transferable, meaning that a transfer of Shares is not subject to the consent of the Board of Directors or rights of first refusal. Pursuant to the Articles, the Company's shares shall be registered in the VPS.

Reference is made to Section 13.3 (Authorisation to issue additional shares) for information about the authorisations granted to the Board of Directors the increase the share capital of the Company and Section 12.3 (Remuneration and benefits) for information regarding the warrants issued as part of the Company's equity incentive program.

Other than set out below, there have not been any share capital changes in the Company, neither share capital increases by way of contribution in kind or cash nor share capital decrease, for the period covered by the Annual Financial Statements until the date of this Prospectus.

Date of	Type of change	Change in	New share	Nominal	New number of	Subscription
registration		share capital	capital	value	total issued	price per share
			(NOK)	(NOK)	shares	(NOK)
24.11.2017	Incorporation	0	30,000	1	30,000	1
23.02.2018	Increase by contribution in cash	470,000	500,000	1	500,000	1
07.06.2018	Increase by contribution in cash	500,000	1,000,000	1	1,000,000	1
21.01.2019	Decrease for coverage of loss	-750,000	250,000	0.25	1,000,000	N/A
21.01.2019	Increase by contribution in cash	500,000	750,000	0.25	3,000,000	0.25
04.03.2019	Increase by contribution in cash	86,375	836,375	0.25	3,345,500	10
04.03.2019	Increase by conversion of debt	13,625	850,000	0.25	3,400,000	10
30.09.2019	Increase by contribution in cash	100,000	950,000	0.25	3,800,000	10
10.03.2020	Increase by contribution in kind (share swap)	5,034,652.25	5,984,652.25	0.25	23,938,609	10.7419
26.03.2020	Increase by contribution in cash	3,564,189	9,548,841.25	0.25	38,195,365	11.10
26.03.2020	Increase by conversion of debt	71,283.25	9,620,124.50	0.25	38,480,498	11.10
20.08.2020	Increase by contribution in cash	4,166,666.75	13,786,791.25	0.25	55,147,165	12
29.09.2020	Increase by contribution in kind	545,119	14,331,910.25	0.25	57,327,641	12.50

Date of registration	Type of change	Change in share capital	New share capital (NOK)	Nominal value (NOK)	New number of total issued shares	Subscription price per share (NOK)
04.12.2020	Increase by contribution in kind	29,662	14,361,572.25	0.25	57,446,289	12.01
22.12.2020	Increase by contribution in cash	11,904,761.75	26,266,334	0.25	105,065,336	10.50
18.06.2021	Increase by contribution in cash	21,500,000	47,766,334	0.25	191,065,336	12.50
08.07.2021	Increase by contribution in cash	700,000	48,466,334	0.25	193,865,336	12.50
16.12.2021	Increase by contribution in cash	10,334,827.50	58,811,161.50	0.25	235,244,646	14.50
12.01.2022	Increase by contribution in kind	3,484,041	59,682,171.75	0.25	238,728,687	14.50
29.06.2022	Increase by contribution in kind	233,755	59,915,926.75	0.25	239,663,707	17.32
22.09.2022	Increase by contribution in cash	12,903,225.75	72,819,152.50	0.25	291,276,610	15.50
24.10.2022	Increase by contribution in cash	5,823.75	72,824,976.25	0.25	291,299,905	10.625

13.2 Ownership structure

As of 7 December 2022, the Company had 2,912 Shareholders on record in the VPS. The 20 largest Shareholders as of the same date are set out in the table below.

#	Shareholder	Number of Shares	Percent of share
			capital
1	Ferd AS	33,919,686	11.64%
2	Joh Johansson Eiendom AS	29,512,098	10.13%
3	Havfonn AS	24,761,554	8.50%
4	HSBC Trinkaus & Burkhardt AG	16,935,000	5.81%
5	Snefonn AS	16,203,725	5.56%
6	The Northern Trust Comp., London	15,881,595	5.45%
7	CACEIS Bank	12,669,673	4.35%
8	State Street Bank and Trust Comp	9,578,902	3.29%
9	Clearstream Banking S.A.	7,330,173	2.52%
10	Skandinaviska Enskilda Banken AB	6,450,000	2.21%
11	Danske Invest Norge Vekst	6,317,098	2.17%
12	Awilco AS	5,832,256	2.00%
13	Verdipapirfondet Alfred Berg Gamba	5,658,324	1.94%
14	Citibank Europe plc	5,000,000	1.72%
15	Gjensidige Forsikring ASA	4,023,469	1.38%
16	Verdipapirfondet Storebrand Norge	3,969,511	1.36%
17	MP Pensjon PK	3,496,230	1.20%
18	CCP AS	3,484,041	1.20%
19	CCpartner AS	3,202,040	1.10%
20	Verdipapirfondet KLP Aksjenorge	2,426,887	0.83%
Total top 20		216,652,262	74.37%
Others		74,647,643	25,63%

Total	291,299,905	100.00%

As of 7 December 2022, no Shareholders other than Ferd AS, Joh Johansson Eiendom AS, Havfonn AS, HSBC Trinkaus & Burkhardt AG, The Northern Trust Comp., London and Snefonn AS hold more than 5% of the issued Shares. As of the same date, the Company does not hold any treasury shares.

The following shareholders hold more than 5% of the issued Shares:

Shareholder	Number of Shares	Percentage
Ferd AS	33,919,686	11.64%
Joh Johannson Eiendom AS	29,512,098	10.13%
Havfonn AS	24,761,554	8.50%
HSBC Trinkaus & Burkhardt AG	16,935,000	5.81%
Snefonn AS	16,203,725	5.56%
The Northern Trust Comp., London	15,881,595	5.45%

To the extent known to the Company, there are no persons or entities that, directly or indirectly, jointly or severally, exercise or could exercise control over the Company. The Company is not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.

The Shares have not been subject to any public takeover bids during the current or last financial year.

13.3 Authorisation to issue additional shares

As of the date of this Prospectus, the General Meeting has granted the Board of Directors the following authorisations to increase the share capital:

Date granted	Date of expiry	Potential share capital increase (NOK)	Amount utilised (NOK)	Purpose of the authorisation
28.04.2022	30.06.2023	14,920,542.94	13,136,980.75	To ensure flexibility to finance potential acquisitions or otherwise strengthen the Company's equity.
28.04.2022	30.06.2023	100,000	5,823.75	The authorisation is reserved to the share purchase programme for Board Members.

The board authorisations allow the Board of Directors to deviate from the Shareholders' right to subscribe for a proportionate share of any share issue (i.e. if the authorisation is utilised in a private placement).

As the Company is in a growth phase the Board of Directors will generally propose that the General Meeting grants the Board of Directors an authorisation to increase the share capital with up to 25% of the share capital. Such authorisations will be reserved for the use in relation to financing of strategic growth opportunities and will only be valid until the earliest of (i) the next annual General Meeting or (ii) 30 June the next year.

13.4 Financial instruments

Except for the warrants described in Section 12.3 (Remuneration and benefits) neither the Company nor any member of the Group has issued any options, warrants, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company or a member of the Group.

13.5 Shareholder rights

The Company has one class of shares in issue and all Shares provide equal rights in the Company, including the rights to any dividends. Each of the Company's shares carries one vote. The rights attached to the Shares are further described in Section 14.3 (The Articles of Association) and Section 15 (Norwegian corporate law).

14 CORPORATE INFORMATION

The following information is a summary of certain corporate information and material information relating to the shares and share capital of the Company and certain other shareholder matters, including summary of certain provisions of the Company's Articles of Association and applicable Norwegian law in effect as of the date of this Prospectus. The summary does not purport to be complete and is qualified in its entirety by the Company's Articles of Association, included as Appendix A in this Prospectus, and applicable laws.

14.1 Company corporate information

The Company's registered name is Cloudberry Clean Energy ASA, while its commercial name is Cloudberry Clean Energy. The Company is a public limited liability company organised and existing under the laws of Norway pursuant to the Public Companies Act. The Company's registered office is in the municipality of Oslo, Norway. The Company was incorporated in Norway on 10 November 2017 as a private limited liability company and transformed to a public limited company following the annual General Meeting held on 28 April 2021. The Company's organisation number in the Norwegian Register of Business Enterprises is 919 967 072 and its Legal Entity Identifier ("LEI") code is 549300VUALPJQLAH7B56.

The Shares are registered in book-entry form with the VPS under ISIN NO0010876642. The Company's register of Shareholders in the VPS is administrated by the VPS Registrar, Sparebank 1 SR-Bank ASA, Christen Tranes gate 35, 4007.

The Company's registered office is located at Frøyas gate 15, 0273 Oslo, Norway. The Company's telephone number is +47 91 30 29 07 and its e-mail is contact@cloudberry.no. The Company's website can be found at www.cloudberry.no. The content of www.cloudberry.no is not incorporated by reference to, nor otherwise forms part of, this Prospectus.

14.2 Legal structure

The Company is the parent company of CB Develop, CB Production and Captiva Digital Services AS. The following table sets out brief information about all significant members of the Group at the date of this Prospectus:

Company name	Business reg. no.	Registered office	Activity	Ownership held by	Interest
Cloudberry Clean	919 967 072	Oslo, Norway	Holding	See Section 13.2	N/A
Energy ASA			company
Cloudberry	919 806 958	Oslo, Norway	Holding	Cloudberry Clean	100%
Production AS			company	Energy ASA
Røyrmyra Vindpark	814 484 602	Oslo, Norway	Producing wind	Cloudberry	100%
AS			farm	Production AS
Finnesetbekken	993 351 326	Oslo, Norway	Producing hydro	Cloudberry	100%
Kraftverk AS			plant	Production AS
Odal Vind AS	926 706 829	Nes, Norway	Wind farm under	Cloudberry	33.4%
			construction	Production AS
Selselva Kraft AS	995 897 695	Sunnfjord,	Producing hydro	Cloudberry	100%
		Norway	plant	Production AS
Skåråna Kraft AS	923 591 028	Oslo, Norway	Hydro plants	Cloudberry	100%
			under construction	Production AS
Forte Energy Norway	924 566 892	Oslo, Norway	Producing hydro	Cloudberry Clean	34%
AS			plants	Energy ASA
Nessakraft AS	914 720 222	Oslo, Norway	Producing hydro	Cloudberry	100%
			plant	Production AS

Company name	Business reg. no.	Registered office	Activity	Ownership held by	Interest
Bjørgelva Kraft AS	921 094 868	Oslo, Norway	Producing hydro	Cloudberry	100%
			plant	Production AS
Åmotsfoss Kraft AS	921 657 145	Oslo, Norway	Producing hydro	Cloudberry	100%
			plant	Production AS
Ramsliåna Kraftverk	916 657 676	Oslo, Norway	Hydro	Cloudberry	100%
AS			development	Production AS
Usma Kraft AS	995 839 865	Oslo. Norway	Producing hydro	Cloudberry	100%
			plant	Production AS
RE Energi AS	996 223 647	Oslo, Norway	Hydro project	Cloudberry	100%
				Production AS
Tinnkraft AS	990 930 716	Oslo, Norway	Hydro power	Cloudberry	100%
			plant	Production AS
Bøen Kraft AS	988 376 582	Oslo, Norway	Hydro power	Cloudberry	100%
			plant	Production AS
CB Production AB	559387-6732	Gothenburg,	Holding	Cloudberry	100%
		Sweden	company	Production AS
Cloudberry Develop	992 889 713	Oslo, Norway	Holding	Cloudberry Clean	100%
AS			company	Energy ASA
Skogvind AS	921 965 141	Oslo, Norway	Development of	Cloudberry Develop	100%
			small-scale wind	AS
			projects
Rewind Offshore AB	556784-5978	Karlstad,	Development	Cloudberry Develop	100%
		Sweden		AS
Cloudberry Wind AB	556795-5074	Karlstad,	Development	Cloudberry Develop	100%
		Sweden		AS
Cloudberry Offshore	556710-7403	Karlstad,	Development	Cloudberry Develop	100%
Wind AB		Sweden		AS
Cloudberry	556710-7403	Karlstad,	Holding	Cloudberry Develop	100%
Utveckling II AB		Sweden	company	AS
Hån Vindpark AB	556957-5797	Karlstad,	Wind-farm	CB Production AB	100%
		Sweden	project
Hån 22 KV AS	923 096 035	Oslo, Norway		Hån Vindpark AB	100%
Duvhällen Vindpark	559045-9367	Karlstad,	Wind-farm	Cloudberry	100%
AB		Sweden	project	Utveckling II AB
Oxenstierna Vind AB	559348-5724	Karlstad,	Wind -farm	Cloudberry	100%
		Sweden	project	Utveckling II AB
Munkhyttan	559082-8025	Vara, Sweden	Wind-farm	Oxenstierna Vind	100%
Vindkraft AB			project	AB
Cloudberry	556758-6614	Karlstad,	Development	Cloudberry Develop	100%
Utveckling AB		Sweden		AS
Cloudberry Projekt	556882-4600	Karlstad,	Development	Cloudberry	100%
AB		Sweden		Utveckling AB
Kånna Vindpark AB	556958-5689	Karlstad,	Wind project	Cloudberry Projekt	100%
		Sweden	development	AB
Ljunga Vindpark AB	556959-7114	Karlstad,	Wind project	Cloudberry Projekt	100%
		Sweden	development	AB
Stenkalles Holding	914 540 836	Oslo, Norway	Offshore Wind	Cloudberry Develop	50%
AS			project	AS
Rewind Vanern AB	556836-5265	Karlstad,	Offshore Wind	Stenkalles Holding	100%
		Sweden	Project	AS
Stenkalles Wind AB	559306-7076	Karlstad,	Offshore Wind	Rewind Vänern AB	100%
		Sweden	project
Captiva Digital	927 900 904	Oslo, Norway	Development	Cloudberry Clean	60%
Services AS			and operation of	Energy ASA
			hydro power
			plants
Captiva Asset	991 840 192	Oslo, Norway	Management	Captiva Digital	100%
Management AS			services	Services AS
Captiva Financial	921 064 241	Oslo, Norway	Accounting	Captiva Asset	100%
Services AS			services	Management AS
Enestor AS	914 849 349	Eidskog,	Technical	Captiva Asset	51%
		Norway	advisor	Management

Company name	Business reg. no.	Registered office	Activity	Ownership held by	Interest
Captiva Digital	923 590 900	Oslo, Norway	Digital services	Captiva Digital	100%
Solutions AS				Services AS
Kraftanmelding AS	995 764 555	Skien, Norway	Power trade	Captiva Digital	50.5%
			technology	Solutions AS
Fjord Energi AS	892 732 752	Gloppen,	Power trade	Kraftanmelding AS	100%
		Norway	technology
Broentech Solutions	914 079 845	Horten, Norway	Software	Captiva Digital	56%
AS			development	Solutions AS
Captiva Energi AS	913 469 442	Oslo, Norway	Development	Captiva Digital	100%
			projects	Services AS

* The Company has agreed to acquire 100% of the shares of Øvre Kvemma Kraftverk AS at the date of this Prospectus.

The following chart sets out the Group's legal structure as of the date of this Prospectus (ownership of 100% unless otherwise is stated):

As of the date of this Prospectus, the Company is of the opinion that its holdings in the entities specified above are likely to have a significant effect on the assessment of its own assets and liabilities, financial condition or profits and losses.

Share purchase agreements

Further, CB Production has entered into share purchase agreements regarding all outstanding shares in the following companies:

Company name	Business reg.	Registered office	Activity	Ownership will be	Interest
	no.			held by
Øvre Kvemma	927 640 104	Oslo, Norway	Asset under	Cloudberry Production	100%
Kraftverk AS			construction	AS

For further details, see Section 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS).

14.3 The Articles of Association

The Articles are enclosed in Appendix A to the Prospectus. Below is a summary of the provisions of the Articles last updated on 24 October 2022.

Purpose of the Company

Pursuant to section 3 of the Articles the purpose of the Company is, as the parent company in the Group, to engage in investment activities in the energy sector, including developing and operating the production of renewable energy and activities naturally connected with this.

Share capital and nominal value

Pursuant to section 4 of the Articles the share capital of the Company is NOK 72,824,976.25 divided among 291,299,905 shares each with a nominal value of NOK 0.25. The Shares are registered with a central securities depository (VPS).

The Company's has no share classes and thus the shares carry equal rights.

Restrictions on transfer of shares

The Articles do not provide for any restrictions on the transfer of Shares.

Board of Directors

Pursuant to section 5 of the Articles, the Company's Boards of Directors shall consist of a minimum of three and a maximum of eight Shareholder elected members.

Signatory right

The right to sign on behalf of the Company is pursuant to section 6 of the Articles held by the CEO and the chairperson of the Board of Directors acting jointly or by two members of the Board of Directors acting jointly.

General Meeting

Pursuant to section 7 of the Articles, the Shareholders of the Company who wish to participate in a General Meeting must notify the Company by the time specified in the notice. The deadline cannot be earlier than 5 days prior the date of the General Meeting.

If documents regarding matters to be considered by the General Meeting are made available for the Shareholders on the Company's web page, the requirements in the Public Companies Act prescribing that documents must be sent by mail to the Shareholders shall not apply. On the internet site such documents are only sent to Shareholders if so required by the Shareholder. This applies also to documents that pursuant to the Public Companies Act or the Articles of Association shall be included in or attached to the notice of the General Meeting.

Shareholders may give their vote ahead of the General Meeting, both in writing or by use of electronic device, if provided for in the notice with detailed instructions.

The General Meeting shall approve the annual accounts and decide on dividends, as well as other matters required to be dealt with by the General Meeting in accordance with law or the Articles of Association.

Nomination committee

Pursuant to section 8 of the Articles, the Company shall have a nomination committee, elected by the General Meeting.

15 NORWEGIAN CORPORATE LAW

Certain aspects of Norwegian corporate law, which are considered important for potential investors are set out below. The following high-level introduction is not an exhausting list of corporate aspects to consider. Investors are thus advised to consult their own legal advisors concerning the overall consequences of their ownership of Shares.

15.1 Certain aspects of Norwegian corporate law

General Meetings

Through the General Meeting, Shareholders exercise the supreme authority in a Norwegian company. The annual General Meeting must be held within six months from the end of each financial year, meaning at latest on 30 June for companies which have a financial year which follows the calendar year. Norwegian law requires that written notice of annual General Meetings setting forth the time of, the venue for and the agenda of the meeting is sent to all Shareholders with a known address no later than 21 days before the annual General Meeting of a Norwegian public limited liability company listed on a stock exchange or a regulated market shall be held, unless the articles of association stipulate a longer deadline, which is not currently the case for the Company.

A Shareholder may vote at the General Meeting either in person or by proxy appointed by their own discretion. Pursuant to the Norwegian Securities Trading Act, a proxy voting form shall be attached to the notice of the General Meeting in a Norwegian public limited liability company listed on a stock exchange or a regulated market, unless such form has been made available to the shareholders on the issuer's website and the notice to the General Meeting includes all information the shareholders need to access the proxy voting form, including the relevant internet address.

All of the Company's Shareholders who are registered in the register of Shareholders maintained with the VPS at least five business days before the date of the General Meeting, or who have otherwise reported and documented ownership to Shares, are entitled to participate at General Meetings. The Company's Articles of Association do however include a provision requiring shareholders to submit an attendance form by a deadline which shall be no less than five days prior to the General Meeting.

Apart from the annual General Meetings, extraordinary General Meetings of Shareholders may be held if the Board of Directors considers it necessary. An extraordinary General Meeting of Shareholders must also be convened if, in order to discuss a specified matter, the auditor or Shareholders representing at least 5% of the share capital demands this in writing. The requirements for notice and admission to the annual General Meeting also apply to extraordinary General Meetings. However, the annual General Meeting of a Norwegian public limited liability company may with a majority of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a General Meeting resolve that extraordinary General Meetings may be convened with a 14 days' notice period until the next annual General Meeting, provided that the Company has procedures in place allowing Shareholders to vote electronically. This has currently not been resolved by the Company's General Meeting.

Voting rights and amendments of the Articles of Association

Each of the Company's Shares carries one vote. In general, decisions that Shareholders are entitled to make under Norwegian law or the Articles of Association may be made by a simple majority of the votes cast. In the case of elections or appointments, the person(s) who receive(s) the greatest number of votes cast are elected. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights to subscribe in connection with any share issue in the Company, to approve a merger or demerger of the Company, to amend the Articles of Association, to authorise an increase or reduction of the share capital, to authorise an issuance of convertible loans or warrants by the Company or to authorise the Board of Directors to purchase Shares and hold them as treasury shares or to dissolve the Company, must receive at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at the General Meeting. Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the Articles of Association.

Decisions that (i) would reduce the rights of some or all of the Company's Shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require at least 90% of the share capital represented at the General Meeting in question vote in favour of the resolution, as well as the majority required for amending the Articles of Association. Certain types of changes in the rights of Shareholders require the consent of all Shareholders affected thereby as well as the majority required for amending the Articles of Association.

In general, only a Shareholder registered in the VPS is entitled to vote for such shares. Beneficial owners of shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor is any person who is designated in the VPS register as the holder of such shares as nominees. Investors should note that there are varying opinions as to the interpretation of the right to vote on nominee registered shares. In the Company's view, a nominee may not meet or vote for shares registered on a nominee account. A Shareholder must, in order to be eligible to register, meet and vote for such shares at the General Meeting, transfer the shares from such nominee account to an account in the Shareholder's name. Such registration must appear from a transcript from the VPS at the latest the fifth trading day prior to the General Meeting.

There are no quorum requirements that apply to the general meetings of Norwegian public limited liability companies.

Additional issuances and preferential rights

If the Company issues any new shares, including bonus share issues, the Company's Articles of Association must be amended, which requires the same votes as other amendments to the Articles of Association. In addition, under Norwegian law, the Company's Shareholders have a preferential right to subscribe for new shares issued by the Company. Preferential rights may be derogated from by resolution in a General Meeting passed by the same vote required to amend the Articles of Association. A derogation of the Shareholders' preferential rights in respect of bonus issues requires the approval of all outstanding Shares.

The General Meeting may, by the same vote as is required for amending the Articles of Association, authorise the Board of Directors to issue new Shares, and to derogate from the preferential rights of Shareholders in connection with such issuances. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the registered nominal share capital when the authorisation is registered with the Norwegian Register of Business Enterprises.

Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the Company's Shareholders, by transfer from the Company's distributable equity or from the Company's share premium reserve and thus the share capital increase does not require any payment of a subscription price by the Shareholders. Any bonus issues may be affected either by issuing new shares to the Company's existing Shareholders or by increasing the nominal value of the Company's outstanding Shares.

Issuance of new Shares to Shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require the Company to file a registration statement in the United States under United States securities laws. Should the Company in such a situation decide not to file a registration statement, the Company's U.S. Shareholders may not be able to exercise their preferential rights. If a U.S. Shareholder is ineligible to participate in a rights offering, such Shareholder would not receive the rights at all and the rights would be sold on the Shareholder's behalf by the Company. Shareholders in other jurisdictions outside Norway may be similarly affected if the rights and the new shares being offered have not been registered with, or approved by, the relevant authorities in such jurisdiction. To the extent that the Company's Shareholders are not able to exercise their rights to subscribe for new shares, their proportional interests in the Company will be reduced.

Minority rights

Norwegian law sets forth a number of protections for minority Shareholders of the Company, including but not limited to those described in this paragraph and the description of General Meetings as set out above. Any of the Company's Shareholders may petition Norwegian courts to have a decision of the Board of Directors or the Company's Shareholders made at the General Meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Company itself. The Company's Shareholders may also petition the courts to dissolve the Company as a result of such decisions to the extent particularly strong reasons are considered by the court to make necessary dissolution of the Company.

Minority Shareholders holding 5% or more of the Company's share capital have a right to demand in writing that the Board of Directors convene an extraordinary General Meeting to discuss or resolve specific matters. In addition, any of the Company's Shareholders may in writing demand that the Company place an item on the agenda for any General Meeting as long as the Company is notified in time for such item to be included in the notice of the meeting. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the General Meeting has not expired.

Rights of redemption and repurchase of Shares

The share capital of the Company may be reduced by reducing the nominal value of the Shares or by cancelling Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at a General Meeting. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed.

The Company may purchase its own Shares provided that the Board of Directors has been granted an authorisation to do so by the General Meeting with the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at the meeting. The aggregate nominal value of treasury shares so acquired, and held by the Company must not exceed 10% of the Company's share capital, and treasury shares may only be acquired if the Company's distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorisation by the General Meeting of the Company cannot be granted for a period exceeding 24 months.

Shareholder vote on certain reorganisations

A decision of the Company's Shareholders to merge with another company or to demerge requires a resolution by the General Meeting of the Shareholders passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. A merger plan, or demerger plan signed by the Board of Directors along with certain other required documentation, would have to be sent to all the Company's Shareholders, or if the Articles of Association stipulate that, made available to the Shareholders on the Company's website, at least one month prior to the General Meeting to pass upon the matter.

Liability of members of the Board of Directors

Members of the Board of Directors owe a fiduciary duty to the Company and its Shareholders. Such fiduciary duty requires that the Board Members act in the best interests of the Company when exercising their functions and exercise a general duty of loyalty and care towards the Company. Their principal task is to safeguard the interests of the Company.

Members of the Board of Directors may each be held liable for any damage they negligently or wilfully cause the Company. Norwegian law permits the General Meeting to discharge any such person from liability, but such discharge is only binding for the Company if substantially correct and complete information was provided at the General Meeting, which resolved to discharge liability. If a resolution to discharge the Board Members from liability or not to pursue claims against such a person has been passed by a General Meeting with a smaller majority than that required to amend the Articles of Association (i.e. at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at the General Meeting), Shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the Shareholders may pursue the claim on the Company's behalf and in its name. The cost of any such action is not the Company's responsibility but can be recovered from any proceeds the Company receives as a result of the action. If the decision to discharge any of the Board Members from liability or not to pursue claims against the Board Members is made by such a majority as is necessary to amend the Articles of Association, the minority Shareholders of the Company cannot pursue such claim in the Company's name.

Indemnification of board members

Neither Norwegian law nor the Articles of Association contains any provision concerning indemnification by the Company of the Board of Directors. The Company is permitted to purchase insurance for its Board Members against certain liabilities that they may incur in their capacity as such.

Distribution of assets on liquidation

Under Norwegian law, the Company may be wound-up by a resolution of the Company's Shareholders at the General Meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital.

15.2 Shareholder agreements

The Company is not aware of any shareholders' agreements related to the Shares which are in force at the date of this Prospectus.

16 SECURITIES TRADING IN NORWAY

Set out below is a summary of certain aspects of securities trading in Norway and the possible implications of owning tradable securities on the Oslo Stock Exchange. The summary is based on the rules and regulations in Norway at the date of this Prospectus, which may be subject to changes occurring after such date. Investors who wish to clarify aspects of securities trading in Norway should consult with and rely upon their own advisors.

16.1 Introduction

Oslo Stock Exchange was established in 1819 and offers the only regulated markets for securities trading in Norway. Oslo Børs ASA is wholly owned by Euronext Nordics Holding AS. Euronext owns regulated markets across Europe, including Amsterdam, Brussels, Dublin, Lisbon, London, Oslo and Paris.

Oslo Børs ASA complies with the European code of conduct commitments on service unbundling and accounting separation. Euronext Nordic Holding AS also owns VPS – now Euronext Securities Oslo.

16.2 Market value of shares trading on Oslo Stock Exchange

The market value of shares listed on the Oslo Stock Exchange, including the Shares, may fluctuate significantly, which could cause investors to lose a significant part of their investment. The market value could fluctuate significantly in response to a number of factors beyond the respective issuer's control, including variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, announcements by the respective issuer or its competitors of new projects, significant contracts, acquisitions or strategic relationships, publicity about the issuer, its projects or its competitors, lawsuits against the issuer, unforeseen liabilities, changes in management, changes to the regulatory environment in which the issuer operates or general market conditions.

Furthermore, issuances of shares or other securities may dilute the holdings of shareholders and could materially affect the price of the Shares. Any issuer, including the Company, may in the future decide to offer additional shares or other securities to finance new capital-intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes, including for refinancing purposes. There are no assurances that any of the issuers on the Oslo Stock Exchange will not decide to conduct further offerings of securities in the future. Depending on the structure of any future offering, certain existing shareholders may not have the ability to purchase additional equity securities. If a listed company raises additional funds by an issuance of additional equity securities, the holdings and voting interests of existing shareholders could be diluted, and thereby affect share price.

16.3 Trading and settlement

Trading of equities on the Oslo Stock Exchange is carried out in the electronic trading system Optiq®, which is the electronic trading system of Euronext.

Official trading on the Oslo Stock Exchange takes place between 09:00 hours (CET/CEST) and 16:20 hours (CET/CEST) each trading day, with pre-trade period between 07:15 hours (CET) and 09:00 hours (CET/CEST), closing auction from 16:20 hours (CET/CEST) to 16:25 hours (CET/CEST) and a trading at last period from 16:25 hours (CET/CEST) to 16:30 hours (CET/CEST).

The settlement period for trading on the Oslo Stock Exchange is two trading days (T+2). This means that securities will be settled on the investor's account in the VPS two trading days after the transaction was made, and that the seller will receive payment after two trading days.

Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide cross-border investment services into Norway.

It is possible for investment firms to undertake market-making activities in shares listed in Norway if they have a license to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a license to carry out market-making activities in their home jurisdiction. Such market-making activities will be governed by the regulations of the Norwegian Securities Trading Act relating to brokers' trading for their own account. However, such market-making activities do not as such require notification to the NFSA or the Oslo Stock Exchange except for the general obligation of investment firms that are members of the Oslo Stock Exchange to report all trades in stock exchange listed securities.

16.4 Information, control and surveillance

Under Norwegian law, the Oslo Stock Exchange is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of the Oslo Stock Exchange monitors all market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments.

The NFSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance.

Pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (market abuse regulation) ("MAR"), which has been implemented into Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must promptly release any inside information directly concerning the company (i.e. precise information about financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and which are not publicly available or commonly known in the market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. The Oslo Stock Exchange and the NFSA may levy fines on companies violating these requirements.

16.5 The VPS and the transfer of Shares

The Company's principal share register is operated through the VPS. The VPS is the Norwegian paperless centralised securities register. It is a computerised book-keeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded.

All transactions relating to securities registered with the VPS are made through computerised book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (being, the Central Bank of Norway), authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents.

As a matter of Norwegian law, the entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or any third party claiming an interest in the given security. A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares unless such transferee or assignee has registered such shareholding or has reported and shown evidence of such share acquisition, and the acquisition is not prevented by law, the relevant company's articles of association or otherwise.

The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS' control which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party.

The VPS must provide information to the NFSA on an ongoing basis, as well as any information that the NFSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual's holdings of securities, including information about dividends and interest payments.

16.6 Shareholder register – Norwegian law

Under Norwegian law, shares are registered in the name of the beneficial owner of the shares. Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is re-registered in their names with the VPS prior to any General Meeting. As a general rule, there are no arrangements for nominee registration and Norwegian shareholders are not allowed to register their shares in the VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the NFSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the company and to the Norwegian authorities. In case of registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions, but cannot vote in General Meetings on behalf of the beneficial owners. There is no assurance that beneficial owners of the Shares will receive the notice of any General Meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners.

See Section 15.1.2 (Voting rights and amendments of the Articles of Association) for more information of nominee accounts.

16.7 Foreign investment in shares listed in Norway

Foreign investors may trade shares listed on the Oslo Stock Exchange through any broker that is a member of the Oslo Stock Exchange, whether Norwegian or foreign.

Foreign investors should note that the rights of holders of shares of companies incorporated in Norway are governed by Norwegian law and by the respective company's articles of association. These rights may differ from the rights of the shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For instance, under Norwegian law, any action brought by a company in respect of wrongful acts committed against such company will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. In addition, it may be difficult to prevail in a claim against the company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions. See Section 15.1.1 (Certain aspects of Norwegian corporate law) for more information.

16.8 Disclosure obligations

If a person's, entity's or consolidated group's proportion of the total issued shares and/or rights to shares in a company listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify the Oslo Stock Exchange and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the Company's share capital.

16.9 Insider trading

According to MAR, which has been implemented into Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in MAR article 7. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions.

16.10 Mandatory offer requirement

The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third (or more than 40% or 50%) of the voting rights of a company listed on a Norwegian regulated market (with the exception of certain foreign companies) to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party's own shareholding, represent more than onethird of the voting rights in the company and the Oslo Stock Exchange decides that this is regarded as an effective acquisition of the shares in question.

The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. As a rule, a notification to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to approval by the Oslo Stock Exchange before the offer is submitted to the shareholders or made public.

The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six month period prior to the date the threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered.

In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, the Oslo Stock Exchange may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in a general meeting, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise his/her/its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine that runs until the circumstance has been rectified.

Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a company listed on a Norwegian regulated market (with the exception of certain foreign companies) is obliged to make an offer to purchase the remaining shares of the company (repeated offer obligation) if the person, entity or consolidated group through acquisition becomes the owner of shares representing 40%, or more of the votes in the company. The same applies correspondingly if the person, entity or consolidated group through acquisition becomes the owner of shares representing 50% or more of the votes in the company. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

Any person, entity or consolidated group that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a subsequent acquisition of shares in the company.

16.11 Compulsory acquisition

Pursuant to the Public Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90% or more of the total number of issued shares in a Norwegian public limited liability company, as well as 90% or more of the total voting rights, has a right, and each remaining minority shareholder of the company has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition the majority shareholder becomes the owner of the remaining shares with immediate effect.

If a shareholder acquires shares representing more than 90% of the total number of issued shares, as well as more than 90% of the total voting rights, through a voluntary offer in accordance with the Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorised to provide such guarantees in Norway.

A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However, where the offeror, after making a mandatory or voluntary offer, has acquired more than 90% of the voting shares of a company and a corresponding proportion of the votes that can be cast at the general meeting, and the offeror pursuant to Section 4-25 of the Public Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price shall be determined on the basis of the offer price for the mandatory/voluntary offer unless specific reasons indicate another price.

Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition.

Absent a request for a Norwegian court to set the price or any other objection to the price being offered, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline.

16.12 Foreign exchange controls

There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a company that has its shares registered with the VPS who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the NFSA have electronic access to the data in this register.

17 TAXATION

Set out below is a summary of certain tax matters related to an investment in the Company. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Shares. The tax legislation in the Company's jurisdiction of incorporation and the tax legislation in the jurisdictions in which the Shareholders are resident for tax purposes may have an impact on the income received from Shares in the Company. Investors are advised to consult their own tax advisors concerning the overall tax consequences of their ownership of Shares.

17.1 Norwegian taxation

This Section 17.1 describes certain tax rules in Norway applicable to Shareholders who are resident in Norway for tax purposes ("Norwegian Shareholders") and to Shareholders who are not resident in Norway for tax purposes ("Foreign Shareholders"). The statements herein regarding taxation are based on the laws in force in Norway as of the date of this Prospectus and are subject to any changes in law occurring after such date. Such changes could possibly be made on a retrospective basis.

Please note that for the purpose of the summary below, a reference to a Norwegian or non-Norwegian shareholder refers to the tax residency rather than the nationality of the Shareholder.

Taxation of dividends

Norwegian Individual Shareholders

Dividends received by Shareholders who are individuals resident in Norway for tax purposes ("Norwegian Individual Shareholders") are taxable as ordinary income for such Shareholders at an effective rate of 35.2% (the nominal rate is 22% but the taxable income is multiplied with a factor of 1.6) to the extent the dividend exceeds a tax-free allowance. It has been proposed that the effective tax rate on dividends for Norwegian Individual Shareholders is increased to 37.84% with retroactive effect from 6 October 2022.

The allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price of the share multiplied by a determined risk-free interest rate based on the effective rate on treasury bills (Nw.: statskasseveksler) with three months' maturity plus 0.5 percentage points, after tax. The allowance is calculated for each calendar year, and it is allocated solely to Norwegian Individual Shareholders holding shares at the expiration of the relevant income year.

Norwegian Corporate Shareholders

Dividends received by Shareholders that are limited liability companies (and certain similar entities) resident in Norway for tax purposes ("Norwegian Corporate Shareholders") are effectively taxed at a rate of 0.66% (3% of dividend income from such shares is included in the calculation of ordinary income for Norwegian Corporate Shareholders and subject to tax at a flat rate of currently 22%).

Foreign Shareholders

Dividends paid from a Norwegian limited liability company to Foreign Shareholders are subject to Norwegian withholding tax at a rate of 25% unless the recipient qualifies for a reduced rate according to an applicable tax treaty or other specific regulations. The Shareholder's country of residence may give credit for the Norwegian withholding tax imposed on the dividend.

If a Foreign Shareholder is carrying on business activities in Norway and the Shares are effectively connected with such activities, the Foreign Shareholder should be subject to the same taxation of dividend as a Norwegian Shareholder, as described above.

Foreign Shareholders that are corporate Shareholders (i.e. limited liability companies and similar entities) ("Foreign Corporate Shareholders") tax resident within the EEA are exempt from Norwegian withholding tax pursuant to the Norwegian participation exemption method provided that the Foreign Corporate Shareholder is genuinely established and carries out genuine economic activities within the EEA.

Dividends paid to Foreign Shareholders that are individual Shareholders (i.e. other shareholders than Foreign Corporate Shareholders) ("Foreign Individual Shareholders") are as the main rule subject to Norwegian withholding tax at a rate of 25%, unless a lower rate has been agreed in an applicable tax treaty. If the individual Shareholder is tax resident within the EEA, the Shareholder may apply to the tax authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share. However, the deduction for the tax-free allowance does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation on the dividends than the withholding tax rate of 25% less the tax-free allowance.

In accordance with the present administrative system in Norway, a distributing company will generally deduct withholding tax at the applicable rate when dividends are paid directly to an eligible Foreign Shareholder, based on information registered with the VPS. Foreign Corporate and Individual Shareholders must document their entitlement to a reduced withholding tax rate by (i) obtaining a certificate of residence issued by the tax authorities in the Shareholder's country of residence, confirming that the Shareholder is tax resident in that state and (ii) providing a confirmation from the Shareholder that the Shareholder is the beneficial owner of the dividend. In addition, Foreign Corporate Shareholders must also present either (i) an approved withholding tax refund application or (ii) an approval from the Norwegian tax authorities confirming that the recipient is entitled to a reduced withholding tax rate or a withholding tax exemption. Foreign Corporate Shareholders claiming exemption under the Norwegian participation exemption must also provide a self-declaration form. Such documentation must be provided to either the nominee or the account operator (VPS). Dividends paid to Foreign Shareholders in respect of nominee registered shares are not eligible for reduced treaty withholding tax rate at the time of payment unless the nominee, by agreeing to provide certain information regarding beneficial owner, has obtained approval for reduced treaty withholding tax rate from the Norwegian tax authorities. The withholding obligation lies with the company distributing the dividends and the Company assumes this obligation.

Foreign Individual and Corporate Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. The same apply to Foreign Corporate Shareholders that have suffered withholding tax although qualifying for the Norwegian participation exemption.

Foreign Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments.

Taxation of capital gains on realisation of shares

Norwegian Individual Shareholders

Sale, non-proportionate redemption, or other disposals of shares is considered as realisation for Norwegian tax purposes. A capital gain or loss derived by a Norwegian Individual Shareholder through realisation of shares is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the Shareholder's ordinary income in the year of disposal and taxable at an effective rate of 35.2% (the nominal rate is 22% but the taxable income or deductible loss is multiplied with a factor of 1.6). It has been proposed that the effective tax rate on capital gains on shares for Norwegian Individual Shareholders is increased to 37.84% with retroactive effect from 6 October 2022.

The gain is subject to tax and the loss is tax deductible irrespective of the duration of the ownership and the number of shares disposed of.

The taxable gain/deductible loss is calculated per share, as the difference between the consideration for the share and the Norwegian Individual Shareholder's cost price of the share, including any costs incurred in relation to the acquisition or realisation of the share. From this capital gain, Norwegian Individual Shareholders are entitled to deduct any unused tax-free allowance, cf. above. Any unused tax-free allowance may only be deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e. any unused tax-free allowance exceeding the capital gain upon the realisation of a share should be annulled.

If the Norwegian Individual Shareholder owns shares acquired at different points in time, the shares that were acquired first should be regarded as the first to be disposed of, on a first-in first-out basis.

Norwegian Corporate Shareholders

Norwegian Corporate Shareholders are exempt from tax on capital gains derived from the realisation of shares qualifying for participation exemption, including shares in the Company. Losses upon the realisation and costs incurred in connection with the purchase and realisation of such shares are not deductible for tax purpose.

Foreign Shareholders

Gains from realisation of Shares by Foreign Shareholders should not be subject to tax in Norway unless the Foreign Shareholders are holding the Shares in connection with business activities carried out or managed from Norway. Such taxation may be limited according to an applicable tax treaty or other specific regulations.

Net wealth tax

Norwegian Shareholders

The value of Shares is taken into account for net wealth tax purposes in Norway. The marginal net wealth tax rate is currently up to 1.1% of the value assessed. The value for assessment purposes for is 75% of the listed value of the Shares as of 1 January of the tax assessment year (i.e. the year following the income year).

Norwegian limited liability companies and similar entities are exempted from net wealth tax.

Foreign Shareholders

Foreign Shareholders are not subject to Norwegian net wealth tax with respect to the Shares, unless the Shareholder is an individual, and the shareholding is effectively connected with a business which the Shareholder takes part in or carries out in Norway. Such taxation may be limited according to an applicable tax treaty.

VAT and transfer taxes

No VAT, stamp or similar duties are currently imposed in Norway on the transfer or issuance of shares.

18 THE COMPLETED PRIVATE PLACEMENT

18.1 Overview

On 22 September 2022, the Company announced the completion of the Private Placement, comprising a total of 51,612,903 new Shares, at a subscription price of NOK 15.50 per new Share (the "Private Placement Shares"), raising gross proceeds to the Company of approximately NOK 800 million. Costs, fees and expenses in relation to the Private Placement amounted to approximately NOK 36 million. Hence, the total net proceeds from the Private Placement were NOK 764 million.

The subscription price in the Private Placement was determined by the Board of Directors after consultation with the Managers and was fixed at NOK 15.50 per Share.

The minimum subscription and allocation amount in the Private Placement was set to the NOK equivalent of EUR 100,000, provided, however, that the Company reserved the right to allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations, or similar legislation in other jurisdictions, were available.

The Private Placement Shares were placed by Carnegie AS and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners and Jefferies GmbH as Joint Bookrunner to selected investors in the application period after close of market on 22 September 2022. The Board of Directors resolved to issue the Private Placement Shares on 22 September 2022. The completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new Shares.

18.2 Reasons for the offer and use of proceeds

Cloudberry has an ambitious growth strategy. The reason for the Private Placement was to finance acquisition and construction related costs and investments for the Company's in-house projects, and to pursue and realise additional attractive organic and inorganic growth opportunities, in accordance with the Company's strategic plans.

The net proceeds from the Private Placement will be used as follows:

• i) funding of approx. 50 MW of its 324 MW portfolio (NOK 500 million); and
• ii) optimising and enhancing the capacity of the Company's existing assets towards M&A (NOK 264 million), both identified and future opportunities.

18.3 Resolution regarding the Private Placement Shares

On 28 April 2022, the General Meeting resolved to grant the Board of Directors the following authorization to increase the Company's share capital (office translation):

• 1. The Board of Directors is authorized to increase the Company's share capital with up to NOK 14,920,542.94 by issuance of up to 59,682,171 new shares each with a nominal value of NOK 0.25.
• 2. The authorization may be utilized to finance acquisitions or other strategic investments.
• 3. The subscription price and other conditions are determined by the Board of Directors.
• 4. The existing shareholders' preferential right pursuant to Section 10-4 of the Private Limited Liability Companies Act may be deviated from.
• 5. The authorization covers capital increases with contribution in kind, hereunder debt conversion, pursuant to Section 10-2 of the Private Limited Liability Companies Act, but not mergers pursuant to Section 13-5 of the Private Limited Liability Companies Act.
• 6. Within its limits, the authorization may be utilized several times.
• 7. The authorization is valid until the next annual general meeting, but not longer than until 30 June 2023.
• 8. From the time of the registration within the Norwegian Register of Business Enterprises, this authorization replaces all former authorization.

The authorisation was partly utilized by the Board of Directors by issuance of 935,020 shares, each with a nominal value of NOK 0.25, in a Board meeting held on 24 June 2022.

Pursuant to and in accordance with the abovementioned authorization, the Board of Directors made the following resolution to increase the Company's share capital by NOK 12,903,225.75 by issuance of 51,612,903 Shares allocated in the Private Placement on 22 September 2022 (office translation):

• 1. The share capital of the Company is increased by NOK 12,903,225.75 from NOK 59,915,926.75 to NOK 72,819,152,50 through the issue of 51,612,903 new shares each with a nominal value of NOK 0.25.
• 2. The subscription price per share shall be NOK 15.50, of which NOK 0.25 per share shall be added to the Company's share capital and the remaining NOK 15.25 per share shall be added to the Company's share premium. The aggregate subscription amount is NOK 799,999,996.50.
• 3. The new shares shall be subscribed by Carnegie AS and/or Pareto Securities AS and/or Jefferies GmbH (together the Joint Bookrunners) pursuant to and in accordance with authorizations from the investors which have been allocated shares by the Board of Directors in the private placement published on 22 September 2022. The Joint Bookrunners uses borrowed shares for settlement with the investors for 46,973,755 of the shares. The remaining 4,639,148 new shares are subscribed by the Joint Bookrunners pursuant to and in accordance with an authorization from Ferd AS, and will be issued on a new and separate ISIN pursuant to clause 4 below.
• 4. 46,973,755 of the new shares will be issued on the existing ISIN NO 001 0876642, which is listed on Oslo Stock Exchange. The remaining 4,693,148 new shares will be issued on a separate ISIN and will not be listed on Oslo Stock Exchange until the Financial Supervisory Authority of Norway has approved a listing prospectus. Ferd AS has accepted delivery of such shares.
• 5. The shareholders' pre-emptive right is thus deviated from, cf. Section 10-5, cf. Section 10-4 of the Norwegian Public Limited Liability Companies Act.
• 6. The subscription of the new shares shall be made in the minutes from the meeting of the Board of Directors or on a separate subscription form no later than 23 September 2022.
• 7. The share contribution shall be made with cash contribution within 28 September 2022 transferred to the bank account specified by the Company.
• 8. The new shares shall carry tight to dividend and other shareholder rights from the time the capital increase is registered with the Norwegian Register of Business Enterprises.
• 9. Anticipated costs in connection with the share capital amounts to approximately NOK 36 million (excl. VAT) and covers fees and cost coverage for the managers of the private placement, as well as costs to the Company's lawyer and auditor.
• 10. Section 4 of the Company's Articles of Association is amended to:

"The company's share capital is NOK 72,819,152.50 divided among 291,276,610 shares, each with a nominal value of NOK 0.25. The company's shares shall be registered with Verdipapirsentralen (VPS).

The transferee of a share cannot exercise rights that pertain to a shareholder unless the transaction is registered in VPS or the transferee has reported and proved the transaction. A shareholder is only entitled to participate and vote in the General Meeting when the acquisition of shares is registered in VPS, no later than five business days prior to the date of the General Meeting."

18.4 Delivery and listing of the Private Placement Shares

The share capital increase related to the Private Placement Shares was registered with the Norwegian Register of Business Enterprises on 29 September 2022. The Private Placement Shares have been created under the Public Companies Act.

The Private Placement Shares are registered in book-entry form with the VPS.

46,973,755 of the Private Placement Shares (equal to approximately 19.99% of the share capital outstanding prior to completion of the Private Placement) was settled on a delivery-versus-payment basis with existing and unencumbered shares in the Company that are already listed and tradeable on the Oslo Stock Exchange, pursuant to a share lending agreement. The remaining 4,639,148 of the Private Placement Shares were issued in a separate tranche of Shares issued at a separate restricted ISIN which will not be listed on Oslo Stock Exchange until publication of this Prospectus.

The 4,639,148 Shares issued on a separate ISIN will be transferred to the ordinary ISIN of the Company's shares and will be tradeable on Oslo Børs under the trading symbol "CLOUD" upon publication of this Prospectus.

18.5 The rights conferred by the Private Placement Shares

The Private Placement Shares carries full Shareholders' rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends, see Section 5 (Dividends and dividend policy) from 29 September 2022, which was the date the share capital increase related to the Private Placement Shares was registered with the Norwegian Register of Business Enterprises.

For a description of rights attached to the Shares in the Company, see Section 13 (Description of share capital).

18.6 Dilution

The net asset value per existing Share as of 31 December 2021 was approximately NOK 11.21 per share. The offering price in the Private Placement was NOK 15.50 per share.

The percentage of immediate dilution resulting from the Private Placement for the Company's shareholders who did not participate in the Private Placement was approximately 17.7%.

	Prior to Private Placement	After Private Placement
Shares outstanding	239,663,707	291,276,610
Dilutive effect	-	17.7%

18.7 Interests of natural and legal persons involved in the Private Placement

The Managers or their affiliates have provided from time to time, and may provide in the future, financial advisory, investment and commercial banking services, as well as financing, to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Manager, their employees and any affiliate may currently own Shares in the Company. The Manager do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Managers received a fee of NOK 33.6 million in connection with the Private Placement.

Beyond the above-mentioned, the Company is not aware of any interest, including conflicting ones, of any natural or legal persons involved in the Private Placement.

18.8 Participation of existing shareholders or primary insiders in the Private Placement

Certain major shareholders and members of the Company's board of directors and executive management were allocated shares in the Private Placement. The following is an overview over primary insiders that was allocated shares in the Private Placement, at the same terms as other investors:

• Mittas AS, a company closely related to the board member Benedicte Fossum, was allocated 32,258 Shares.
• Nicolai Nordstrand, a board member of the Company, was allocated 31,264 Shares.
• Lotmar Invest AS, a company closely related to the Chief Operating Officer Jon Gunnar Solli, was allocated 3,225 Shares.

19 TRANSFER RESTRICTIONS

19.1 General

The Shares may, in certain jurisdictions, be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Receipt of this Prospectus shall not constitute an offer for Shares and this Prospectus is for information only and should not be copied or redistributed. Accordingly, if an existing Shareholder receives a copy of this Prospectus, such Shareholder should not distribute or send the same, or transfer the Shares to any person or in or into any jurisdiction where to do so would or might contravene with local securities laws or regulations. If an existing Shareholder forwards this Prospectus into any such territories (whether under a contractual or legal obligation or otherwise), such Shareholder should direct the recipient's attention to the contents of this Section 19 (Transfer Restrictions).

The Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, any jurisdiction in which it would not be permissible to offer the Shares and this Prospectus shall not be accessed by any person in any jurisdiction in which it would not be permissible to offer the Shares.

Neither the Company nor its representatives, are making any representation to any purchaser of Shares regarding the legality of an investment in the Shares by such purchaser under the laws applicable to such offeree or purchaser.

The information set out in this Section 19 (Transfer Restrictions) is intended as a general guide only. Any potential purchaser of Shares should obtain independent professional advice with regard to any transfer restrictions that apply to such purchaser.

19.2 The United States

The Shares have not been, and will not be, registered under the U.S. Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the Shares may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act.

No public offering of the Shares will be made in the United States.

19.3 European Economic Area

In any EEA Member State, this Prospectus and any other material in relation to the securities described herein is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

19.4 The United Kingdom

This Prospectus and any other material in relation to the securities described herein is only being distributed to, and is only directed at persons in the United Kingdom who are qualified investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as Relevant Persons).

These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

20 ADDITIONAL INFORMATION

20.1 Auditor

The Company's independent auditor is Ernst & Young AS (business registration number 976 389 387, and registered business address at Dronning Eufemias gate 6A, 0191 Oslo, Norway). Ernst & Young AS is a member of the Norwegian Institute of Public Accountants (Nw.: Den Norske Revisorforeningen). Ernst & Young AS has been the Company's independent auditor since June 2020.

The Annual Financial Statements for 2020 and 2021 has been audited by Ernst & Young AS. Ernst & Young AS has also provided an assurance report on the unaudited pro forma condensed financial information included in Appendix B-2. Ernst & Young AS has not audited, reviewed or produced any other report on any other information in this Prospectus.

In the period between February 2018 and June 2020, the Company's independent auditor was BDO AS (business registration number 993 606 650, and registered business address at Munkedamsveien 45A, 0250 Oslo, Norway). BDO AS is a member of the Norwegian Institute of Public Accountants (Nw.: Den Norske Revisorforeningen).

BDO AS has audited the Annual Financial Statements for 2019. BDO AS has not audited, reviewed or produced any report on any other information in this Prospectus.

The reason for the change of the auditor in 2020 was to get the same auditor in all companies within the Group. The Company did not have an auditor prior to February 2018.

20.2 Advisors

Carnegie AS (business registration number 936 310 974, and registered business address at Aker Brygge, Fjordalléen 16, 0250 Oslo, Norway), Pareto Securities AS (business registration number 956 632 374, and registered business address at Dronning Mauds gate 3, 0250 Oslo, Norway) and Jefferies GmbH (a company registered under the laws of Germany whose registered address is Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany) acted as Joint Global Coordinators and Joint Bookrunners in relation to the Private Placement.

Advokatfirma DLA Piper Norway DA (business registration number 982 216 060, and registered business address at Bryggegata 6, 0250 Oslo, Norway) is acting as legal counsel to the Company in connection with the Private Placements.

Advokatfirmaet Grette (business registration number 820 203 542 and registered business address at Filipstad Brygge 2, 0250 Oslo, Norway) acted as legal counsel to the Managers in connection with the Private Placement.

Section in this Prospectus	Reference	Reference document and web address
4.3.1	Audited annual reports	Annual report 2019:
7.9.3	(Cloudberry Clean	https://www.cloudberry.no/assets/Cloudberry-Annual-report
9.1 and 9.2	Energy ASA)	2019.pdf
10.3.4, 10.4.1 and 10.9
11.1 and 11.3		Annual report 2020:
12.6		https://www.cloudberry.no/assets/Cloudberry-Clean-Energy
		AS-Annual-report-2020.pdf
		Annual report 2021:

20.3 Incorporated by reference

		https://www.cloudberry.no/assets/Cloudberry-Annual-report 2021.pdf
4.3.1. 9.1	Quarterly report Q3 2022	https://www.cloudberry.no/assets/Cloudberry-Clean-Energy Q3-2022-report.pdf
11.1.3	Quarterly report Q2 2022	https://www.cloudberry.no/assets/pdf/Cloudberry-Q2-2022- report-revised-with-RS.pdf
11.3 11.5.1	Captiva Digital Services AS' audited financial statements for the year ended 31 December 2021	https://www.cloudberry.no/assets/220603-Cloudberry-Clean Energy-ASA-Prospectus.pdf (page 184 – 192)
11.3	Selselva Kraft AS' audited financial statements for the years ended 31 December 2020 and 2019	https://www.cloudberry.no/assets/220603-Cloudberry-Clean Energy-ASA-Prospectus.pdf (page 233 – 274)
11.3	Usma Kraft AS' audited financial statements for the year ended 31 December 2020 and 2019	https://www.cloudberry.no/assets/220603-Cloudberry-Clean Energy-ASA-Prospectus.pdf (page 275 – 317)

20.4 Documents available

Copies of the following documents will be available for inspection at the Company's offices at Frøyas gate 15, 0273 Oslo, Norway, during normal business hours from Monday to Friday each week (except public holidays) for a period of twelve months from the date of this Prospectus:

• 1. the Company's certificate of incorporation and Articles of Association;
• 1. all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in this Prospectus;
• 1. information incorporated by reference into this Prospectus; and
• 1. this Prospectus.

The documents, except the Company's certificate of incorporation, are also available at the Company's website cloudberry.no. The content of cloudberry.no is not incorporated by reference into, or otherwise form part of, this Prospectus.

21 DEFINITIONS AND TERMS

2021 Acquisitions	Means the acquisitions of 100% of the shares of Selselva Kraft AS, Skåråna Kraft AS, Nessakraft AS, Bjørgelva Kraft AS, Usma Kraft AS and Åmotsfoss Kraft AS, and the acquisition of 18.4% of the shares of Odal Vind AS.
2022 Acquisitions	Means the acquisitions of 100% of the shares of Tinnkraft AS, Munkhyttan Vindkraft AB, Ramsliåna Kraftverk AS and RE Energi AS, the acquisition of 60% of the shares of Captiva Digital Services AS, the acquisition of the Kafjärden project and the acquisition of Bøen Kraft AS.
2022 Sales Transactions	Means the sale of 100% of the shares of Jåstadkraft AS and the sale of 50% of the shares of Stenkalles Holding AS.
Annual Financial Statements	Audited financial statements for Cloudberry Clean Energy ASA as of and for the years ended 31 December 2021, 2020 and 2019.
APMs	Alternative performance measures as defined by the European Securities Markets Authority in the ESMA Guidelines on Alternative Performance Measures 2015/1057.
Articles of Association or Articles	Articles of Association of the Company as of 7 January 2022 attached hereto as Appendix A.
Board Member(s)	Member(s) of the Board of Directors.
Board of Directors	The board of directors of the Company.
Captiva Group	Captiva Digital Services AS (reg.no. 927 900 904) and its subsidiaries.
CB Develop	Cloudberry Develop AS, one of the Company's subsidiaries.
CB Production	Cloudberry Production AS, one of the Company's subsidiaries.
CEO	Chief Executive Officer (Nw.: daglig leder).
Cloudberry	Cloudberry Clean Energy ASA.
Company	Cloudberry Clean Energy ASA.
EEA	European Economic Area.
Electricity Certificates	An electronic document issued by the state that one megawatt hour (MWh) of electricity has been generated from renewable sources in accordance with the legislation.
ESG	Environmental, social and governance.
ESMA	The European Securities and Markets Authority.
EU ETS	The European Union's Emission Trading System.

EU Prospectus Regulation	Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.
Foreign Corporate Shareholders	Non-Resident Shareholders that are corporate shareholders (i.e. limited liability companies and similar entities).
Foreign Individual Shareholders	Non-Resident Shareholders that are individual shareholders (i.e. other shareholders than Foreign Corporate Shareholders).
Foreign Shareholders	Shareholders who are not resident in Norway for tax purposes.
Guarantees of Origin	An electronic document proving to a final customer that the corresponding 1 MWh of electrical energy was produced from renewable sources.
General Meeting	The general meeting of the Company.
Group	The Company and its subsidiaries.
IEA	International Energy Agency
IFRS	International Financial Reporting Standards as adopted by the European Union.
Interim Financial Statements	The Group's consolidated interim financial statements for the nine months' period ended 30 September 2022 with comparative figures for the nine months' period ended 30 September 2021.
LCOE	Levelised cost of energy is a measure of the average cost of electricity generation for a generating plant over its lifetime.
LEI	Legal entity identifier.
Listing	The listing on Oslo Stock Exchange of 4,639,148 new Shares on Oslo Stock Exchange.
Management	The members of the Group's executive management, being Anders Jørgen Lenborg, Jon Gunnar Solli, Christian Amandus Helland, Charlotte Bergquist, Stig J. Østebrøt and Ingrid Bjørdal.
Managers	Pareto Securities AS and Carnegie AS as Joint Gloobal Coordinators and Joint Bookrunners, together with Jefferies GmbH as Joint Bookrunner in the Private Placement.
MAR	Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (market abuse regulation).
NFSA	The Financial Supervisory Authority of Norway.
NGAAP	Norwegian Generally Accepted Accounting Principles.
NIBOR	Norwegian Interbank Offered Rate.
NOK	Norwegian Kroner, the lawful currency of Norway.

Norwegian Accounting Act	The Norwegian Accounting Act of 17 July 1998 no. 56 (Nw.: regnskapsloven).
Norwegian Corporate Shareholders	Shareholders who are limited liability companies (and certain similar entities) domiciled in Norway for tax purposes.
Norwegian Energy Act	The Norwegian Energy Act of 29 June 1990 no. 50 (Nw.: energiloven).
Norwegian Individual Shareholders	Norwegian Shareholders other than Norwegian Corporate Shareholders.
Norwegian Securities Trading Act	The Norwegian Securities Trading Act of 28 June 2007 no. 75 (Nw.: verdipapirhandelloven).
Norwegian Waterfall Rights Act	Norwegian Waterfall Rights Act of 14 December 1917 no. 16 (Nw.: vannfallsrettighetsloven).
Norwegian Shareholders	Shareholders who are resident in Norway for tax purposes.
NUES	Means the Norwegian Code of Practice for Corporate Governance adopted by the Norwegian Corporate Governance Board.
NVE	The Norwegian Water Resources and Energy Directorate.
Oslo Stock Exchange	Oslo Børs ASA, or, as the context may require, Oslo Børs, a Norwegian regulated market operated by Oslo Børs ASA.
PPAs	Power purchase agreements.
Private Placement	The NOK 800 million private placement announced by the Company on 22 September 2022 pursuant to which it was issued new Shares in the Company.
Private Placement Shares	The 51,612,903 new Shares issued in relation to the Private Placement to be listed on Oslo Stock Exchange.
Prospectus	This Prospectus dated 14 December 2022.
Public Companies Act	The Norwegian Public Limited Liability Companies Act of 13 June 1997 no. 45, as amended from time to time.
Relevant Member State	Each Member State of the European Economic Area which has implemented the EU Prospectus Regulation.
Share(s)	The shares of the Company, each with a nominal value of NOK 0.25.
Shareholders	Holders of the Shares.
Transparency Act	The Norwegian Transparency Act of 18 June 2021 no. 99, as amended from time to time.
TSOs	Transmission system operators.
U.S.	The United States of America.

U.S. Securities Act	the U.S. Securities Act of 1933.
VPS	The Norwegian Central Securities Registry.
VPS Registrar	SpareBank 1 SR-Bank ASA.

***

Appendix A

Articles of Association of Cloudberry Clean Energy ASA

VEDTEKTER FOR CLOUDBERRY CLEAN ENERGY ASA

(vedtatt 24. oktober 2022)

§ 1 Navn

Selskapets navn er Cloudberry Clean Energy ASA. Selskapet er et allmennaksjeselskap.

§ 2 Forretningskontor

Selskapets forretningskontor skal være i Oslo kommune.

§ 3 Virksomhet

Selskapets virksomhet er som morselskap i konsern å drive investeringsvirksomhet i energisektoren, herunder utvikle og drive produksjon av fornybar energi og virksomhet som naturlig er forbundet med dette.

§ 4 Aksjekapital og aksjer

Selskapets aksjekapital er NOK 72 824 976,25 fordelt på 291 299 905 aksjer, hver pålydende NOK 0,25. Aksjene skal være registrert i Verdipapirsentralen (VPS).

Erververen av en aksje kan ikke utøve de rettigheter som tilkommer en aksjeeier med mindre transaksjonen er innført i Verdipapirsentralen eller erververen har anmeldt og godtgjort transaksjonen. En aksjeeier har kun rett til å delta og stemme i generalforsamlingen når aksjeervervet er innført i Verdipapirsentralen, senest den femte virkedagen før generalforsamlingsdagen.

§ 5 Styre

Selskapets styre skal ha tre til åtte aksjonærvalgte medlemmer.

§ 6 Signatur

Selskapet forpliktes ved underskrift av enten daglig

ARTICLES OF ASSOCIATION OF CLOUDBERRY CLEAN ENERGY ASA

(adopted 24 October 2022)

§ 1 Name

The name of the company is Cloudberry Clean Energy ASA. The company is a public limited liability company.

§ 2 Registered address

The company's registered address shall be in the county of Oslo.

§ 3 Purpose

The company's purpose as the parent company of a group is to engage in investment activities in the energy sector, including developing and operating the production of renewable energy and activities naturally connected with this.

§ 4 Share capital and shares

The company's share capital is NOK 72,824,976.25 divided among 291,299,905 shares, each with a nominal value of NOK 0.25. The company's shares shall be registered with Verdipapirsentralen (VPS).

The transferee of a share cannot exercise rights that pertain to a shareholder unless the transaction is registered in VPS or the transferee has reported and proved the transaction. A shareholder is only entitled to participate and vote in the General Meeting when the acquisition of shares is registered in VPS, no later than five business days prior to the date of the General Meeting.

§ 5 Board of Directors

The company's Board of Directors shall consist of three to eight shareholder elected members.

§ 6 Signature

The company is committed by the signatures of

leder og styreleder i fellesskap eller to styremedlemmer i fellesskap.

§ 7 Generalforsamling og unntak fra krav om utsendelse av dokumenter

Aksjeeiere som ønsker å delta i generalforsamlingen må melde dette til selskapet innen den frist som angis i innkallingen. Fristen må ikke utløpe tidligere enn 5 dager før generalforsamlingsdagen.

Når dokumenter som gjelder saker som skal behandles i generalforsamlingen er gjort tilgjengelige for aksjonærene på selskapets internettsider, gjelder ikke allmennaksjelovens krav om at dokumentene skal sendes per post til aksjonærene. Dette gjelder også dokumenter som etter allmennaksjeloven eller vedtektene skal inntas i eller vedlegges innkallingen til generalforsamlingen. En aksjonær kan likevel kreve å få tilsendt dokumenter som gjelder saker som skal behandles i generalforsamlingen.

Styret kan beslutte at aksjeeiere kan avgi skriftlig forhåndsstemme i saker som skal behandles i generalforsamlingen. Slike stemmer kan også avgis ved bruk av elektronisk kommunikasjon. Adgangen til å avgi forhåndsstemme er betinget av at det foreligger en betryggende metode for autentisering av avsender. Styret avgjør om det foreligger en slik metode i forkant av den enkelte generalforsamling. Styret kan fastsette nærmere retningslinjer for avgivelse og håndtering av skriftlige forhåndsstemmer. Det skal fremgå av innkallingen til generalforsamlingen om det er gitt adgang til forhåndsstemming, og hvilke retningslinjer som eventuelt er fastsatt for slik stemmegivning.

Ordinær generalforsamling avholdes hvert år innen utgangen av juni måned. Den ordinære generalforsamlingen skal:

1. godkjenne årsregnskapet og årsberetningen, herunder eventuell utdeling av utbytte; og

either the general manager and chairperson of the Board jointly, or by two board members acting jointly.

§ 7 General Meeting and exceptions from requirements for sending documents in printed form

Shareholders who wish to participate in the General Meeting must notify the company by the time specified in the notice. The deadline cannot be earlier than 5 days prior the date of the General Meeting.

If documents regarding matters to be considered by the General Meeting are made available for the shareholders on the company's web page, the requirements in the Norwegian Public Limited Liability Companies Act prescribing that documents must be sent by mail to the shareholders shall not apply. This is applicable also to such documents which, according to the Norwegian Public Limited Liability Companies or the Articles of Association, must be included or attached to the notice of the General Meeting. Notwithstanding, a shareholder may demand to receive in printed form documents related to matters which are to be considered by the General Meeting.

The Board may resolve that shareholders may cast their votes in writing prior to the company's General Meetings. Such votes can also be cast by use of electronic communication. The permission to cast an advance vote requires the presence of an adequate method for authenticating the sender. The Board of Directors determines whether an adequate method is present prior to each General Meeting. The Board of Directors may adopt more detailed guidelines for advance voting. It must be stated in the notice of each General Meeting whether advance voting is permitted and which guidelines, if any, are resolved for such voting.

The annual General Meeting shall be held every year by the end of the month of June. The agenda of the annual General Meeting shall include:

1. approval of the annual accounts and annual report, including any distribution of dividends; and

2. behandle andre saker som etter lov eller vedtekter hører under generalforsamlingen.

§ 8 Valgkomité

Selskapet skal ha en valgkomité bestående av en leder og to medlemmer valgt av aksjonærene på generalforsamling. Valgperioden er to år med mindre generalforsamlingen har fastsatt en kortere periode. Medlemmene av valgkomitéen kan gjenvelges. Et flertall av medlemmene av valgkomitéen skal være uavhengige av styret samt selskapets ledelse. Daglig leder og øvrige medlemmer av selskapets ledelse kan ikke være medlemmer av valgkomitéen. Styrets leder og daglig leder skal gis anledning til å delta på minst ett møte i valgkomitéen årlig.

Valgkomiteen skal fremme forslag til generalforsamlingen vedrørende valg av styrets leder og aksjonærvalgte medlemmer, samt godtgjørelse til medlemmene av styret. Valgkomitéen skal begrunne sine forslag.

Valgkomitéen skal i sitt arbeid følge Norsk anbefaling for eierstyring og selskapsledelse.

Generalforsamlingen kan fastsette ytterligere retningslinjer for valgkomitéens arbeid.

1. other matters which according to law or the company's Articles of Association shall be dealt with by the General Meeting.

§ 8 Nomination committee

The company shall have a nomination committee consisting of a chairperson and two members which shall be elected by the shareholders at the General Meeting. The nomination committee shall be elected for a period of two years, unless the General Meeting resolves a shorter period. The members of the nomination committee may be re-elected. A majority of the members in the nomination committee shall be independent of the Board of Directors and the management of the company. The general manager and other members of the company's management cannot be members of the nomination committee. The chairperson of the Board of Directors and the general manager shall be given the opportunity to attend at least one meeting of the nomination committee annually.

The nomination committee shall submit its recommendations to the General Meeting regarding election of the chairperson and shareholder elected members to the Board, as well as remuneration to the members of the Board of Directors. The nomination committee shall give reasons for its proposals.

The nomination committee shall comply with the Norwegian Code of Practice for Corporate Governance in its work.

The General Meeting may resolve further guidelines for the nomination committee's work

Appendix B-1

Unaudited pro forma condensed financial information

Appendix B-1

Unaudited pro forma condensed financial information Cloudberry Clean Energy ASA

FY 2021

31 December 2021

Pro Forma statement of Profit or Loss – FY 2021

		Unaudited	Unaudited		Unaudited Unaudited Unaudited Unaudited			Unaudited	Unaudited	Unaudited		Unaudited Unaudited			Unaudited		Unaudited	Unaudited	Unaudited	Unaudited
	Group (1.1-31.12)	Selselva Kraft AS (1.1-12.1)	Skåråna Kraft AS (1.1-23.2)	Nessakraft AS	Bjørgelva Kraft AS (1.1-29.6) (1.1-29.6)	Odal Vind AS	Usma Kraft AS (1.1-4.7) (1.1-19.8) (1.1-30.11)	Åmotsfoss Kraft AS	Captiva Group A (1.1-31.12)	Tinnkraft AS	Øvre Kvemma Kraftverk AS	Munkhyttan Vindkraft AB (1.1-31.12) (15.6-31.12) (1.5-31.12) (1.1-31.12) (1.1-31.12)	Kafjärden project	Ramsliåna Kraftverk AS	RE Energi AS (1.1- 31.12)	Bøen Kraft AS (1.1-31.12)	Entities acq. and sold by Captiva, and Stenkalles Holding AS B	Adjustments NGAAP/IFRS	Pro forma adjustments/ eliminations	Pro Forma Condensed Financial Information
(NOK 1000)	(IFRS)	(NGAAP)	(NGAAP)	(NGAAP)		(NGAAP) (NGAAP) (NGAAP)		(NGAAP)	(NGAAP)	(NGAAP)	(NGAAP)			(NGAAP)		(NGAAP) (NGAAP)
Sales revenue Other income	35,152 5,746	121 0	0 0	3,541 0	351 0		5,470 0	1,871 0	31,555 -9,865	3,647 0	0 0	0 0	0 0	0 0	0 12	10,528 0	17,491 -454	-2,867 1 0	-2,451 1 0	104,409 -4,560
Total revenue	40,898	121	0	3,541	351		5,470	1,871	21,691	3,647	0	0	0	0	12	10,528	17,037	-2,867	-2,451	99,849
Cost of goods sold	-5,447	0	0	-121	-62		-886	-125	-5,099	0	0	0	0	0	0	0	-1,874	0	-230 2	-13,844
Salary and personnel expenses Other operating expenses	-28,106 -55,332	0 -19	0 -1	0 -1,094	0 -402		0 -1,749	0 -1,821	-19,458 -10,653	0 -1,296	0 0	0 -12	0 0	0 -87	-250 -2,740	0 -6,921	-13,012 -2,196	0 4,231 2	0 951 3	-60,827 -79,142
O perating expenses	-88,885	-19	-1	-1,215	-464	0	-2,636	-1,946	-35,210	-1,296	0	-12	0	-87	-2,990	-6,921	-17,082	4,231	721	-153,813
Net income/(loss) from ass. comp. and JV	16,373	0	0	0	0	-435	0	0	0	0	0	0	0	0	0		0	0	1,188 4	17,126
EBITDA	-31,614	102	-1	2,326	-112	-435	2,834	-75	-13,519	2,351	0	-12	0	-87	-2,978	3,607	-45	1,364	-542	-36,839
Depreciation and amortizations	-9,746	-38	0	-396	-153		-2,030	-122	-2,701	-400	0	0	0	0	0	-953	-116	-609 3	-21,075 5	-38,338
O perating profit (EBIT)	-41,360	64	-1	1,930	-265	-435	804	-197	-16,221	1,951	0	-12	0	-87	-2,978	2,655	-161	755	-21,617	-75,176
Financial income	6,420	0	0	29	0		2	0	5,931	4	0	0	0	0	0	17	-3,023	0	0	9,379
Financial expenses	-28,706	0	0	-883	-314		-1,451	-41	-2,280	-339	0	0	0	0	0	-1,143	1,439	-6,761 4	287 6	-40,190
Profit/(loss) before tax	-63,647	64	-1	1,076	-579	-435	-644	-238	-12,569	1,616	0	-12	0	-87	-2,978	1,528	-1,745	-6,005	-21,330	-105,987
Income tax expense	609	0	0	-236	127		0	0	353	-356	0	0	0	0	0	-336	-277	28 5	4,619 7	4,534
Profit/(loss) after tax	-63,038	64	-1	840	-452	-435	-644	-238	-12,217	1,261	0	-12	0	-87	-2,978	1,192	-2,022	-5,977	-16,711	-101,454

A: Unaudited Profit and Loss for Captiva Group (1.1-31.12) represent the comparable figures for 2021 presented in the audited consolidated financial statements for Captiva Digital Services AS for the period 1 January 2022 to 31 January 2022, included as Schedule 1.

	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited
					Stenkalles Holding
	Broentech AS	Fjord Energi AS	Enestor AS	Jåstadkraft AS	AS 1	Entities acq. and
	(1.1-31.12)	(1.1-31.05)	(1.1-31.12)	(1.6-31.12)	(1.1-31.12)	sold by Captiva, and
( NOK 1000 )	(NGAAP)	(NGAAP)	(NGAAP)	(NGAAP)	(NGAAP)	Stenkalles Holding AS
Sales revenues	5,167	459	13,040	-1,175	0	17,491
Other income	0	0	387	0	-841	-454
Total revenue	5,167	459	13,427	-1,175	-841	17,037
Cost of goods sold	0	0	-1,924	50	0	-1,874
Salary and personnel expenses	-3,890	-729	-8,393	0	0	-13,012
Other operating expenses	-860	-136	-1,739	360	179	-2,196
O perating expenses	-4,750	-865	-12,056	410	179	-17,082
Net income from associated companies and joint	0	0	0	0	0	0
EBITDA	417	-406	1,371	-765	-662	-45
Depreciations and amortisations	-141	-2	-48	75	0	-116
O perating profit (EBIT)	276	-408	1,323	-690	-662	-161
Financial income	4	0	12	0	-3,039	-3,023
Financial expense	-46	-16	0	339	1,162	1,439
Profit/(loss) before tax	234	-424	1,335	-351	-2,539	-1,745
Income tax expense	0	0	-294	17	0	-277
Profit/(loss) after tax	234	-424	1,041	-334	-2,539	-2,022

B: Unadjusted historical financial information for entities acquired and sold by Captiva Group, as well as Stenkalles Holding AS including subsidiaries:

1 : Stenkalles Holding AS including subsidiaries

The historical financial information above relates to two minor acquisitions made in 2021 by Captiva Group and three transactions concluded in 2022 as also further described in the notes:

• Broentech AS was in the Captiva Group consolidated accounts was accounted for according to the equity method in 2021. The ownership increased to 51% on 31 December 2021. The historical financial information of this company is included in the pro forma financial information line-by-line.
• Fjord Energi AS was acquired by Captiva Group on 31 May 2021. This company's financial information is therefore included from 1 January 2021 up until the acquisition date.
• The ownership in Enestor AS increased from 25.01% to 51% on 1 June 2022. In the Captiva Group consolidated accounts the investment was accounted for according to the equity method in 2021. It is therefore included in the pro forma financial information line-by-line.
• Jåstadkraft AS was sold by Captiva Group on 30 June 2022. The profit and loss line items included in the consolidated statements of Captiva in 2021 are therefore removed in the pro forma profit and lost.
• 50% of the shares in Stenkalles Holding AS, including subsidiaries, was sold on 19 September 2022, and deconsolidated from that date. The financial information of these companies is therefore excluded in the profit or loss statement line-by-line.

Basis for the preparation

The IFRS accounting policies adopted in the preparation of the unaudited pro forma condensed financial information is consistent with those followed in the preparation of the Company's consolidated Annual Financial Statements for the financial year ended 31 December 2021.

The unaudited pro forma condensed financial information has been compiled based on and derived from the Company's consolidated Annual Financial Statements as of and for the financial year ended 31 December 2021 incorporated by reference in Section 20.3 to the prospectus and unaudited financial information for Selselva Kraft AS, Skåråna Kraft AS, Nessakraft AS, Bjørgelva Kraft AS, Odal Vind AS, Usma Kraft AS and Åmotsfoss Kraft AS for the period from 1 January to the respective acquisition dates, and the audited consolidated financial statements of Captiva Digital Services AS for 1 January 2022 to 31 January 2022 with comparable figures for 2021 incorporated by reference in Section 20.3 to this Prospectus, and the audited financial statements for Øvre Kvemma Kraftverk AS, Ramsliåna Kraftverk AS and Bøen Kraft AS, and unaudited financial information for Tinnkraft AS, Munkhyttan Vindkraft AB, Kafjärden project and RE Energi AS. The historical information of the acquired entities was prepared in accordance with local GAAP, except for Odal Vind AS which was prepared in accordance with IFRS.

For the purpose of preparing the unaudited pro forma condensed financial information, the Company has assessed differences between local GAAP and IFRS in order for the financial information of the acquired entities to comply with the Company's accounting policies (IFRS). For the Captiva group, Tinnkraft AS, and Bøen Kraft AS such IFRS differences were identified and adjustments were made, please see the pro forma condensed financial information and supporting notes for details. For Selselva Kraft AS, Nessakraft AS, Bjørgelva Kraft AS, Odal Vind AS, Usma Kraft AS, Åmotsfoss Kraft AS, Munkhyttan Vindkraft AB, Øvre Kvemma Kraft AS, Kafjärden project, RE Energi AS, Ramsliåna Kraftverk AS and Enestor AS, no such IFRS differences for the periods 1 January 2021 until the relevant acquisition dates or alternatively 31 December 2021, were identified.

The unaudited pro forma condensed financial information has been prepared under the assumption of going concern.

The unaudited pro forma condensed financial information has been compiled to comply with the requirements of the Norwegian Securities Trading Act by reference to the EU Prospectus Regulation regarding information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements. The pro forma information is not in compliance with SEC Regulation S-X, and had the securities been registered under the U.S. Securities Act, this unaudited pro forma condensed financial information, including the report by the auditor, would have been amended and/or removed from the Prospectus.

Introduction

Overview

During 2021 and 2022 the Group has completed or entered into certain transactions which, some which are regarded as transactions that constitute significant gross changes or significant commitments. The transactions are further described in Section 7.3 (Recent M&A Activities) in the Prospectus and listed below.

Certain of the transactions represent "significant gross changes", as defined in Article 1€ of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, supplementing the EU Prospectus Regulation. According to these rules, the Company shall provide a description of how the transaction may have affected its assets and liabilities and earnings, had the transaction been undertaken at the commencement of the period being reported on or at the date reported. The pro forma shall be presented as set out in Annex 20 of Regulation (EU) 2019/980, include the information indicated therein and shall be accompanied by a report prepared by an independent auditor.

All transactions listed below are included in the pro forma condensed financial information presented above, in accordance with Annex 20 to Commission Delegated Regulation (EU) 2019/980.

The following acquisitions were completed in 2021:

• 1. The acquisition of 100% of the shares of Selselva Kraft AS, further described in Prospectus Section 7.3.1.1 (Acquisition of 100% of the shares of Selselva Kraft AS);
• 1. The acquisition of 100% of the shares of Skåråna Kraft AS, further described in Prospectus Section 7.3.1.2 (Acquisition of 100% of the shares of Skåråna Kraft AS);
• 1. The acquisition of 100% of the shares of Nessakraft AS, further described in Prospectus Section 7.3.1.3 (Acquisition of 100% of the shares of Nessakraft AS);
• 1. The acquisition of 100% of the shares of Bjørgelva Kraft AS, further described in Prospectus Section 7.3.1.4 (Acquisition of 100% of the shares of Bjørgelva Kraft AS);
• 1. The acquisition of an additional 18.4% of the shares of Odal Vind AS, further described in Prospectus Section 7.3.1.5 (Acquisition of additional 18.4% of the shares of Odal Vind AS);
• 1. The acquisition of 100% of the shares of Usma Kraft AS, further described in Prospectus Section 7.3.1.6 (Acquisition of 100% of the shares of Usma Kraft AS);
• 1. The acquisition of 100% of the shares of Åmotsfoss Kraft AS, further described in Prospectus Section 7.3.1.7 (Acquisition of 100% of the shares of Åmotsfoss Kraft AS);

The following acquisitions have been completed in 2022:

• 1. The acquisition of 60% of the shares of Captiva Digital Services AS, further described in Prospectus Section 7.3.2.1 (Acquisition of 60% of the shares of Captiva Digital Services AS);
• 1. The acquisition of 100% of the shares of Tinnkraft AS, further described in Prospectus Section 7.3.2.2 (Acquisition of 100% of the shares of Tinnkraft AS);
• 1. The acquisition of 100% of the shares of Munkhyttan Vindkraft AB, further described in Prospectus Section 7.3.2.3 (Acquisition of 100% of the shares of Munkhyttan Vindkraft AB);
• 1. The acquisition of the Kafjärden project, further described in Section 7.3.2.4 (Acquisition of the Kafjärden project);
• 1. The acquisition of 100% of the shares of Ramsliåna Kraftverk AS, further described in Prospectus Section 7.3.2.5 (Acquisition of 100% of the shares of Ramsliåna Kraftverk AS); and
• 1. The acquisition of 100% of the shares of RE Energi AS, further described in Prospectus Section 7.3.2.6 (Acquisition of 100% of the shares of RE Energi AS);
• 1. The acquisition of 100% of the shares of Bøen Kraft AS, further described in Prospectus Section 7.3.2.7 (Acquisition of 100% of the shares of Bøen Kraft AS).
• 1. The acquisition of an additional 25.99% of the shares of Enestor AS, further described in Prospectus Section 7.3.2.8 (Increase of ownership from 25.01% to 51% in Enestor AS).

The following sales transactions have been completed in 2022:

• 1. The sale of 100% of the shares of Jåstadkraft AS, further describes in Prospectus Section 7.3.2.9 (Sale of 100% of the shares of Jåstadkraft AS); and
• 1. The sale of 50% of the shares of Stenkalles Holding AS, further described in Prospectus Section 7.3.2.10 (Sale of 50% of the shares of Stenkalles Holding AS).

The following transaction has been agreed in 2022, but is not expected to be completed until 2024:

1. The acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS, further described in Prospectus Section 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS).

These transactions are reflected in the unaudited pro forma condensed financial information as set out above.

Acquisitions completed in 2021

For the following acquisitions, which were completed at various dates during 2021 (the "2021 Acquisitions"), the unaudited pro forma condensed financial information includes profit and loss information for the period from 1 January 2021 until their respective acquisition dates. As these transactions are already fully reflected in the Company's consolidated statement of financial position as of 31 December 2021, no adjustments were required in the pro forma statement of financial position:

• Selselva Kraft AS

On 13 January 2021, Cloudberry Production AS acquired 100% of the shares of Selselva Kraft AS for a total purchase price of NOK 65 million. Upon completion of the acquisition on 13 January 2021, Selselva Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.1.1 (Acquisition of 100% of the shares of Selselva Kraft AS).

• Skåråna Kraft AS

On 24 February 2021, Cloudberry Production AS acquired 100% of the shares of Skåråna Kraft AS. The purchase price was originally NOK 23.7 million, of which 17 million was settled in cash. The remaining 6 million was subject to adjustment and would be reduced if the project had cost overruns. As per 31 December 2021, there have been cost overruns estimated to NOK 6 million, and hence there will be no further payments to the seller. Upon completion of the acquisition on 24 February 2021, Skåråna Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.1.2 (Acquisition of 100% of the shares of Skåråna Kraft AS).

• Nessakraft AS

On 30 June 2021, Cloudberry Production AS acquired 100% of the shares of Nessakraft AS for a total purchase price of NOK 79.0 million. Upon completion of the acquisition on 30 June 2021, Nessakraft AS became a wholly owned subsidiary of Cloudberry Production AS and the Company started to consolidate Nessakraft AS into the Group. For further details about the business acquired, please see Prospectus Section 7.3.1.3 (Acquisition of 100% of the shares of Nessakraft AS).

• Bjørgelva Kraft AS

On 30 June 2021, Cloudberry Production AS acquired 100% of the shares of Bjørgelva Kraft AS for a total purchase price of NOK 10.8 million. Upon completion of the acquisition on 30 June 2021, Bjørgelva Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.1.4 (Acquisition of 100% of the shares of Bjørgelva Kraft AS).

• Odal Vind AS

On 5 July 2021, Cloudberry Production AS acquired additional 18.4% of the shares of Odal Vind AS for a total purchase price of NOK 239.7 million. The acquisition increased Cloudberry Production'AS' ownership in Odal Vind AS from 15% to 33.4%. Odal Vind AS is accounted for as an associated company and the equity method is applied from the acquisition date. For further details about the business acquired, please see Prospectus Section 7.3.1.5 (Acquisition of additional 18.4% of the shares of Odal Vind AS).

• Usma Kraft AS

On 20 August 2021, Cloudberry Production AS acquired 100% of the shares of Usma Kraft AS for a total purchase price of NOK 82.9 million. Upon completion of the acquisition on 20 August 2021, Usma Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.1.6 (Acquisition of 100% of the shares of Usma Kraft AS).

• Åmotsfoss Kraft AS

On 1 December 2021, Cloudberry Production AS acquired 100% of the shares of Åmotsfoss Kraft AS for a total purchase price of NOK 91.4 million. Upon completion of the acquisition 1 December 2021, Åmotsfoss Kraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.1.7 (Acquisition of 100% of the shares of Åmotsfoss Kraft AS.

The acquisitions of Selselva Kraft AS, Nessakraft AS, Bjørgelva Kraft AS and Usma Kraft AS have been accounted as business combinations and the accounting principles in IFRS 3 have been applied. For further information about these acquisitions, the purchase price considerations and the purchase price allocation, please refer to note 5 Business combinations and other transactions of the Company's Annual Financial Statements for 2021, incorporated by reference in Prospectus Section 20.3.

The acquisitions of Skåråna Kraft AS and Åmotsfoss Kraft AS were accounted as asset acquisitions. For further information about the acquisition and the purchase price considerations please refer to note 5 Business combinations and other transactions of the Annual Financial Statements for 2021, incorporated by reference in Prospectus Section 20.3.

The investment of shares in Odal Vind AS is classified as an associated company and the equity method is applied in the Group accounts, for further information about the acquisition and accounting please refer to note 20 Investment in associated companies of the Annual Financial Statements, incorporated by reference in Prospectus Section 20.3.

Acquisition completed in 2022

For the following acquisitions, which were completed at various dates during 2022 (the "2022 Acquisitions"), the unaudited pro forma condensed financial information includes profit and loss information for the period from 1 January 2021 until 31 December 2021.

• Captiva Digital Services AS

On 7 January 2022, the Company acquired 60% of the shares of Captiva Digital Services AS, for a total purchase price of NOK 101 million (total enterprise value NOK 160 million). Upon completion of the transaction, Captiva Digital Services AS became a subsidiary of the Company and was consolidated in the Cloudberry Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.2.1 (Acquisition of 60% of the shares of Captiva Digital Services AS). The subsidiaries and other ownership interests owned by Captiva Digital Services AS at the date of completion were:

i. Captiva Asset Management AS, which owns:

• a. 100% of the shares of Captiva Financial Services AS
• b. 25.01% of the shares in Enestor AS
• c. 33.3% of the shares of Proxima HydroTech AS
• d. 100% of the shares of Captiva Digital Solutions GmbH
• ii. Captiva Digital Solutions AS, which owns:
  • a. 50.49% of the shares of Kraftanmelding AS, which again owns:
    • i. 100% of the shares of Fjord Energi AS
  • b. 51% of the shares of Broentech Solutions AS
• iii. Captiva Energi AS, which owns:
  • a. 20% of the shares of Captiva SPV 1903 AS
  • b. 100% of the shares of Jåstadkraft AS

• Tinnkraft AS

On 1 February 2022, Cloudberry Production AS acquired 100% of the shares of Tinnkraft AS for a total purchase price of NOK 27.7 million. Upon completion of the acquisition 1 February 2022, Tinnkraft AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.2.2 (Acquisition of 100% of the shares of Tinnkraft AS).

• Munkhyttan Vindkraft AB

On 3 February 2022, Cloudberry Utveckling II AB acquired 100% of the shares of Munkhyttan Vindkraft AB for a total purchase price of SEK 20 million. SEK 14 million was paid at closing and the remaining SEK 6 million is contingent and will be paid when the project reaches commercial operations date. Upon completion of the acquisition 3 February 2022, Munkhyttan Vindkraft AB became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.2.3 (Acquisition of 100% of the shares of Munkhyttan Vindkraft AB).

• Kafjärden project

On 18 March 2022, Oxenstierna Vind AB acquired the Kafjärden project. A cash payment of SEK 3 million was paid at completion. An additional purchase price will depend on the final outcome of the on-going development of the project (projected 20 – 40 MW) and is also linked to a final investment decision in Cloudberry. If the outcome of the development process results in a 20 MW project, the additional purchase price will be SEK 14 million. If the project reaches its full potential the additional purchase price will be SEK 49 million. The additional purchase price is contingent and is not a part of the pro forma acquisition cost. For further details of the business acquired, please see Prospectus Section 7.3.2.4 (Acquisition of the Kafjärden project).

• Ramsliåna Kraftverk AS

On 30 March 2022, Cloudberry Production AS acquired 100% of the shares of Ramsliåna Kraftverk AS. A cash payment of NOK 4.0 million was paid at completion. An amount of NOK 1.6 million was contributed to an escrow account. Upon completion of the acquisition 30 March 2022, Ramsliåna Kraftverk AS became a wholly owned subsidiary of Cloudberry Production AS and was consolidated in the Group accounts from that date. For further details about the business acquired, please see Prospectus Section 7.3.2.5 (Acquisition of 100% of the shares of Ramsliåna Kraftverk AS).

• RE Energi AS

In February 2022, Cloudberry Production AS made a proposal to all shareholders of RE Energi AS regarding the purchase of minimum 68% of the shares in the company. At the date of this Prospectus 100% of the shares have been acquired at a purchase price of NOK 1 per share, corresponding to NOK 0.1 million. The purchase price will be subject to future adjustments conditional upon the development and construction of a hydro power plant located in Gloppen municipality in Vestland, Norway. For further details of the business acquired, please see Prospectus Section 7.3.2.6 (Acquisition of 100% of the shares of RE Energi AS ).

• Bøen Kraft AS

In June 2022, Cloudberry Production AS acquired 100% of the shares of Bøen Kraft AS. A cash payment of NOK 85.5 million was paid at completion. NOK 16.2 million of the purchase price was settled by issuance of 935,020 new shares in the Company at a subscription price of NOK 17.32 per shares. For further details of the business acquired, please see Prospectus Section 7.3.2.7 (Acquisition of 100% of the shares of Bøen Kraft AS).

• Enestor AS (part of Captiva Group)

In June 2022, Captiva Asset Management AS acquired 25.99% of the shares of Enestor AS. A cash payment of NOK 4.65 million was paid at completion. The acquisition increased Captiva Asset Management AS' ownership in Enestor AS from 25.01% to 51%. Enestor AS was prior to the acquisition accounted for as an associated company using the equity method, while from the date of the transaction on 1 June 2022, Enestor AS is a subsidiary and consolidated in the Group accounts. For further details, please see Prospectus Section 7.3.2.8 (Increase of ownership from 25.01% to 51% in Enestor AS).

The acquisitions of Captiva Digital Services AS, Tinnkraft AS, Enestor AS and Bøen Kraft AS have been accounted as business combinations and the accounting principles in IFRS 3 have been applied. For further information about these acquisitions, the purchase price considerations, and the purchase price allocation, please refer to note 29 "Subsequent events" of the Company's Annual Financial Statements for 2021, and the Company's Interim Financial Statements for second quarter and first half of 2022, both incorporated by reference in Prospectus Section 20.3, and the purchase price allocation presented below.

The acquisition of Munkhyttan Vindkraft AB, the Kafjärden project, Ramsliåna Kraftverk AS and RE Energi AS were accounted as asset acquisitions. For further information about the acquisitions and the purchase price considerations please refer to note 29 "Subsequent events" of the Company's Annual Financial Statements for 2021, incorporated by reference in Prospectus Section 20.3.

Sales transactions completed in 2022

For the following sales transactions, which were completed at various dates during 2022 (the "2022 sales transactions"), the unaudited pro forma condensed financial information excludes profit and loss information for the period from 1 January 2021 until 31 December 2021.

• Jåstadkraft AS

On 30 June Captiva Energi AS sold 100% of the shares in Jåstadkraft AS. The sales price was NOK 21 million, and the Group recorded a gain of NOK 3.5 million in second quarter 2022, this is not adjusted as a pro forma adjustment for 2021 as it does not have a continuing impact on the Group figures. Jåstadkraft AS was deconsolidated as of 30 June 2022. For further details, please see Prospectus Section 7.3.2.8 (Sale of 100% of the shares of Jåstadkraft AS).

• Stenkalles Holding AS

On 19 September Cloudberry Develop AS completed the sale of 50% of the shares in Stenkalles Holding AS. Stenkalles Holding AS owns 100% of the shares in Rewind Vänern AB which again owns 100% of the shares in Stenkalles Vind AB. The three companies represent the Stenkalles development project. The sales price was based on the Group development cost and the gain/loss is preliminary estimated to be NOK 0 million. The sales price is subject to adjustment dependent on the final CAPEX of the Stenkalles project. Stenkalles Holding AS was deconsolidated and the 50% ownership is classified as a joint venture as per 30 September 2022. For further details of the transaction, please see Section 7.3.2.10 (Sale of 50% of the shares of Stenkalles Holding AS.

The effect of all transactions, with the exception of the acquisition of Øvre Kvemma Kraftverk AS which had an insignificant balance sheet as of 31 December 2021 and is expected to be completed in 2024, are reflected as of 30 September 2022 in the Interim Financial Statements. Hence, the pro forma information disclosed in this chapter does not include a pro forma statement of financial position.

Acquisitions agreed, but not completed at the date of this Prospectus

On 1 February 2022, Cloudberry Production AS entered into an agreement to acquire 100% of the shares of Øvre Kvemma Kraftverk AS (established 15 June 2021). The purchase price is estimated to NOK 124 million, adjusted for net debt at completion. The transaction is expected to be completed in H1 2024 once the construction of the power plant has been completed and after a commissioning period. For further details about the business to be acquired, please see Prospectus Section 7.3.3.1 (Acquisition of 100% of the shares of Øvre Kvemma Kraftverk AS). At the date of the agreement NOK 12.4 million was transferred to an escrow account and is restricted cash for the Group.

The acquisition of Øvre Kvemma Kraftverk AS will be accounted for as an asset acquisition.

General information and purpose of the Unaudited Pro Forma Condensed Financial Information

The unaudited pro forma condensed financial information has been prepared by the Company for illustrative purposes only to show how the 2021 Acquisitions, 2022 Acquisitions and 2022 Sales transactions might have affected the Company's consolidated statement of profit and loss for the financial year ended 31 December 2021, as if the acquisitions and sales transactions had occurred on 1 January 2021.

The unaudited pro forma condensed financial information is based on certain management assumptions and adjustments made to illustrate what the financial results of the Group might have been, had the Company completed the transactions at an earlier point of time.

Although the unaudited pro forma condensed financial information is based on estimates and assumptions based on current circumstances believed to be reasonable, actual results could materially differ from those presented herein. There is a greater degree of uncertainty associated with pro forma condensed financial information than with historical financial information. Because of its nature, the Unaudited Pro Forma Condensed Financial Information included herein addresses a hypothetical situation, and therefore does not represent the Company's consolidated actual financial results of operations for the financial year ended 31 December 2021 and is not representative of the results of operations and financial position of any future periods. The unaudited pro forma condensed financial information is prepared for illustrative purposes only. It does not purport to present what the Company's consolidated results of operations would have been had the acquisitions been completed on 1 January 2021.

It should be noted that greater uncertainty is associated with unaudited pro forma condensed financial information than actual historical financial information. Prospective investors are cautioned against placing undue reliance on this unaudited pro forma condensed financial information.

The assumptions underlying the pro forma adjustments applied to the historical are described in the notes to the unaudited pro forma condensed financial information. Neither these adjustments nor the resulting Unaudited Pro Forma Condensed Financial have been audited in accordance with Norwegian or any other general accepted auditing standards.

Notes to pro forma statement of Profit or Loss for FY 2021

IFRS adjustments

IFRS adjustment 1 – Sales revenue

This adjustment, leading to a decrease in sales revenue of NOK 2.867 million is related to:

• IFRS 9 adjustment related to financial power price agreement in Bøen Kraft AS where the settlement for power price difference is presented as other operating cost, while according to IFRS the cost is related to the sales price and adjusts the sales revenue for produced volume. Se further IFRS 4 adjustment – Financial expense.

IFRS adjustment 2 – Other operating expenses

This adjustment, leading to a decrease in other operating expenses of NOK 4.231 million is related to:

• IFRS 16 adjustment of total NOK 1.153 million, reducing other operating costs in Captiva of NOK 1.129 million and in Tinnkraft AS of NOK 0.024 million. These adjustments relate to lease agreements with fixed annual lease costs which have been recognised as a right to lease asset with depreciations and an interest-bearing lease liability in the statement of financial position. The annual lease cost is presented as depreciation and interest cost.
• IFRS 9 adjustment of NOK 3.078 million reducing other operating costs in Bøen Kraft AS related to costs of power purchase agreement (financial contract) classified as other operating expenses in Bøen Kraft AS, while according to IFRS 9, the contract is a financial derivative related to the sales revenue hedge (for settlement related to sales volume) or a financial cost (for settlement related to volume inefficiency or change in fair value of the financial instrument).

IFRS adjustment 3 – Depreciations and amortisations

This adjustment, leading to an increase in depreciations of total NOK 0.609 million is related to:

• Increased depreciation cost of NOK 1.053 million related to the recognised right to lease assets of NOK 8.943 million related to IFRS 16 in Captiva Group (NOK 8.098 million) and Tinnkraft AS (NOK 0.845 million). The adjustment of depreciation is related to Captiva Group with NOK 1.039 million and to Tinnkraft AS with NOK 0.014 million. The depreciation method is straight line over the respective lease contract periods.
• Reversal of depreciation of goodwill in Captiva Group of NOK 0.444 million. Goodwill shall according to IFRS not be depreciated, but tested annually for impairment, hence the depreciation cost is adjusted in the pro forma condensed financial information.

IFRS adjustment 4 – Financial expense

This adjustment, leading to an increase in financial expenses of total NOK 6.761 million relates to:

• Increase of financial expenses of NOK 0.229 million that relates recognition of the lease liability of total NOK 8.943 million related to IFRS 16 in Tinnkraft AS (NOK 0.845 million) and Captiva Group (NOK 8.098 million). The increase in financial expense is NOK 0.025 million in Tinnkraft AS and NOK 0.203 million in Captiva Group.
• Reduction of financial expense due to reversal of depreciation cost of goodwill in Captiva Group related to investment in associated companies, leading to reduced financial expense of NOK 0.316 million. Captiva has classified income from associated companies as financial items. Goodwill shall according to IFRS not be depreciated, but tested annually for impairment,

hence the depreciation cost allocated to financial expense is adjusted in the pro forma condensed financial information.

• Increase of financial expense of NOK 0.211 million related to power price contract in Bøen Kraft AS, the total cost has been presented as other operating cost in Bøen Kraft AS, the adjustment of NOK 0.211 increasing financial cost is related to settlement related to volume inefficiency.
• Increase of financial expense of NOK 6.637 million related to change in fair value of the power price contract in Bøen Kraft AS in 2021 which is recognised in the profit or loss statement as a financial expense.

IFRS adjustment 4 – Tax expense

This adjustment, leading to a reduction of tax expense of NOK 0.028 million is related to reduced tax expense due to the net effect of IFRS 16 adjustments on profit before tax of Captiva Group and Tinnkraft AS of NOK 0.025 million and NOK 0.004 million respectively. See IFRS adjustment 2 to 3 earlier in this Section.

Pro forma adjustments

The table gives a summary per entity of the pro forma adjustments 1-7 described below:

					Total pro forma adjustments and
Pro Forma adjustment ( NOK million )	Captiva Group	Tinnkraft AS	Bøen Kraft AS	Cloudberry Group	elim.
1. Sales revenues	-5.386			2.936	-2.451
2. Cost of goods sold		-0.150	-0.080		-0.230
3. Other operating expenses		0.150	0.080	0.722	0.951
4. Net income from associated companies and joint ventures	-0.081			1.269	1.188
5. Depreciations and amortisations	0.085			-21.159	-21.075
6. Financial expense	0.287				0.287
7. Income tax expense	-0.018			4.637	4.619
Total	-5.113	0.000	0.000	-11.595	-16.711

Pro forma adjustment 1 – Sales revenue

This adjustment, leading to a decrease in sales revenues of total NOK 2.451 million is related to:

• NOK -5.386 million reduction in sales revenues related to pro forma elimination of revenue in Captiva Group and Enestor AS which relates to sales revenue from companies in the Cloudberry Group from 1 January to 31 December 2021.
• NOK 2.936 million increased in sales revenue resulting from the sale of 50% ownership and deconsolidation of Stenkalles Holding AS. The sales revenue relates to invoiced project development hours, which was previously eliminated in the reported Group revenues.

Pro forma adjustment–2 - Cost of goods sold

This adjustment, leading to an increase of cost of goods sold of NOK 0.230 million is related to:

• Increased of NOK 0.150 million to align the accounting principles of Tinnkraft AS to the accounting principles of the Group. In the Group, grid cost is classified as cost of goods sold, while in the company accounts of Tinnkraft it is classified as other operating expenses. Hence the grid cost of NOK 0.150 million is classified as cost of goods sold instead of other operating expenses as a pro forma adjustment to align the accounting principles to the principles of the Group.

• Increased of NOK 0.080 million to align the accounting principles of Bøen Kraft AS to the accounting principles of the Group. In the Group, grid cost is classified as cost of goods sold, while in the company accounts of Bøen Kraft AS it is classified as other operating expenses. Hence the grid cost of NOK 0.080 million is classified as cost of goods sold instead of other operating expenses as a pro forma adjustment to align the accounting principles to the principles of the Group.

Pro forma adjustment 3 – Other operating expenses

This adjustment, leading to a decrease of total NOK 0.951 million in other operating expenses relates to:

• Reduction of NOK 0.150 million related to reclassification grid cost to cost of gods sold in Tinnkraft AS. The reclassification is to align the accounting principles applied by Cloudberry, see also pro forma adjustment 3.
• Reduction of NOK 0.080 million related to reclassification grid cost to cost of gods sold in Bøen Kraft AS. The reclassification is to align the accounting principles applied by Cloudberry, see also pro forma adjustment 3.
• Reduction of NOK 1.095 million due to pro forma elimination of operating expenses in Cloudberry Group related to purchases from Captiva Group in 2021.
• Reduction of NOK 0.490 million due to pro forma elimination of operating expenses in Cloudberry Group related to purchases from Enestor AS in 2021.
• Increased other operating expenses in Cloudberry Group of NOK 0.299 million due to transaction costs incurred in 2022 related to the acquisition of Tinnkraft AS which is pro forma adjusted to as if the acquisition occurred on 1 January 2021.
• Increased other operating expenses in Cloudberry Group of NOK 0.378 million due to transaction costs incurred in 2022 related to the acquisition of Bøen Kraft AS which is pro forma adjusted to as if the acquisition occurred on 1 January 2021.
• Increased other operating expenses in Cloudberry Group of NOK 0.186 million due to transaction costs incurred in 2022 related to the sale of Stenkalles Holding AS which is pro forma adjusted to as if the acquisition occurred on 1 January 2021.

Pro forma adjustment 4 – Net income from associated companies and joint ventures

This adjustment leading to an increase of total NOK 1.188 million in net income from associated companies and joint venture is related to:

• Reduction of NOK 0.287 million in reclassification of net income from associated companies to align the accounting principles of Captiva Group to the accounting principles of the Group. In the Group, net income from associated companies is classified as net income from associated companies, while in the Captiva group accounts net income from associated companies is classified as financial income or expense. Hence, net income from associated companies in Captiva Group is reclassified as a pro forma adjustment to align the accounting principles to the principles of the Group.
• The reduction of NOK 0.025 million related to the investment in Broentech AS. Broentech AS, was in the Captiva Group consolidated accounts been accounted according to the equity method in 2021, but the ownership increased to 51% on 31 December 2021 and hence the accounting of the company is pro forma adjusted from equity method to fully consolidated line-by-line as set out in Note B above.
• The increase of NOK 0.231 million relate to the investment in Enestor AS, which in the Captiva Group consolidated accounts was accounted for according to the equity method in 2021, but as ownership increased to 51.0% on 1 June 2022 hence the accounting of the company is pro forma adjusted from equity method to fully consolidated line-by-line as set out in Note B above.
• The increase in income from associated companies and joint ventures of NOK 1.269 million relate to the investment in Stenkalles Holding AS to reflect that 50% was sold in 2022 and therefore deconsolidated. The adjustment to remove Stenkalles Holding AS (including subsidiaries) is described in Note B above.

Pro forma adjustment 5 – Depreciations and amortisations

This adjustment leading to an increase of total NOK 21.075 million in depreciations and amortisations is related to:

• NOK 0.085 million related to depreciation of excess values in Captiva Group related to Jåstadkraft AS in 2021.
• NOK 3.906 million in Cloudberry Group related to depreciation of excess values related to power plants of Nessakraft AS of NOK 0.573 million, Bjørgelva Kraft AS of NOK 0.029 million, Usma Kraft AS of NOK 1.060 million and Åmotsfoss Kraft AS of NOK 2.245 million from 1 January and up to the acquisition date in 2021.
• NOK 0.493 million in Cloudberry Group related to 12 months depreciations of excess value of power plant related to the acquisition of Tinnkraft AS. The expected useful life is 60 years, and the depreciation method is straight line basis.
• NOK 13.329 million in Cloudberry Group related to related to 12 months amortization of excess value of intangible assets identified in the acquisition of the Captiva Group. The expected useful lives are 5 years, and the amortization method is straight line basis.
• NOK 3.431 million in Cloudberry Group related to 12 months depreciations of excess value of power plant related to the acquisition of Bøen Kraft AS. The expected useful life is 42 years, and the depreciation method is straight line basis.

Reference is made to the preliminary purchase price allocation below.

Pro forma adjustment 6 – Financial expenses

This adjustment, leading to a reduction of NOK 0.287 million in financial expenses is related to reclassification of net income from associated companies to align the accounting principles of Captiva Group to the accounting principles of the Group. In the Group net income from associated companies is classified as net income in associated companies, while in the Captiva group accounts this is classified as financial income or expense. Hence, net income from associated companies in Captiva is reclassified as a pro forma adjustment to align the accounting principles to the principles of the Group.

Pro forma adjustment 7 – Income tax expense

This adjustment, leading to a reduced tax expense of total NOK 4.619 million is related to:

• Increased tax expense of NOK 0.018 million related to reversal of deferred tax expense related to depreciation of excess values in Captiva Group related to Jåstadkraft AS in 2021
• Reduced tax expense of NOK 4.637 million in Cloudberry Group due to reversal of deferred tax liability related to depreciation of excess values related to Nessakraft AS of NOK 0.126 million, Bjørgelva Kraft AS of NOK 0.007 million, Usma Kraft AS of NOK 0.233 million,

Åmotsfoss Kraft AS of NOK 0.494 million, Captiva Group of NOK 2.932 million, Tinnkraft AS of NOK 0.108 million and Bøen Kraft AS of NOK 0.755 million.

All the pro forma adjustments 1 to 7 have continuing impact, except pro forma adjustment 5 of NOK 0.299 million, NOK 0.186 million and NOK 0.378 million, which relates to transaction costs of the Tinnkraft acquisition, the Bøen Kraft acquisition and the sale of Stenkalles, that do not have any continuing impact.

o Preliminary purchase price allocations

Please see the table below for the preliminary purchase price allocations which have been prepared and have been used as a basis for the unaudited pro forma condensed information:

Alloaction of purchase price

NOK 1000	Captiva Group	Tinnkraft AS	Bøen Kraft AS	Enestor AS*
Acquisition date	07.01.2022	01.02.2022	09.06.2022	01.06.2022
Voting rights/shareholding acquired through the acquisition	60 %	100 %	100 %	26 %
Total voting rights after the acqusition	60 %	100 %	100 %	51 %
Non controlling interests	40 %	0 %	0 %	49 %
Consideration
Cash	50,519	27,655	85,464	4,650
Shares	50,519	0	16,195	0
Total acquisition cost	101,037	27,655	101,659	4,650
Book value of net assets (se table below)	36,060	4,575	-10,750	3,799
Identification of excess value. attributable to:
Intangible assets	66,564	0	0	0
Property, plant and equipment	641	29,590	144,114	0
Inventory	0	0	0	0
Other	2,282	0	0	0
Gross excess value	69,487	29,590	144,114	0
Deferred tax on excess value	-15,067	-6,510	-31,705	0
Net excess value	54,420	23,080	112,409	0
Fair value of net acquired assets excluding goodwill	90,480	27,655	101,659	3,799
Of which
Non controlling interest	36,192	0	0	1,862
Controlling interests	54,288	27,655	101,659	1,937
Total acquisition cost (controlling interest)	101,037	27,655	101,659	4,650
Fair value of net aquired assets ex goodwill (controlling interest)	54,288	27,655	101,659	701
Goodwill (controlling interest)	46,750	0	0	3,949
Goodwill (non controlling interest)	31,166	0	0	3,637
Goodwill (100%)	77,916	0	0	7,585
Total non controlling interest	67,358	0	0	5,499
Book value net aquired assets
NOK 1000	Captiva Group	Tinnkraft AS	Bøen Kraft AS	Enestor AS*
Deferred tax asset	0	0	0	0
Intangible assets	27,477	0	0	0
Property, plants and equipment	16,482	13,422	32,289	386
Goodwill	1,338	0	0	0
Other non-current assets	3,077	0	0	0
Financial non-current assets	5,628	0	1,662	0
Inventory	0	0	0	0
Other current assets	29,642	0	3,139	2,821
Cash and cash equivalents	160,688	1,666	11,165	3,290
Acquired assets	244,332	15,087	48,256	6,497
Interest bearing debt, long term	20,264	10,000	32,746	0
Other non current liabilities	10	0	18,000	0
Current liabilities	184,732	513	7,918	0
Deferred tax liability	3,265	0	342	0
Other liabilities	0	0	0	2,698
Net asset value aquired assets	36,060	4,575	-10,750	3,799
Total acquisition cost	101,037	27,655	101,659	4,650
Non cash consideration	50,519	0	0	0
Cash consideration	50,519	27,655	101,659	4,650
Cash in acquired company	-160,688	-1,666	-11,165	-3,290
Net cash outflow at acquisition (inflow)	-110,169	25,989	90,494	1,360

*Ownership through Captiva Group

Oslo, 10. November 2022

Frank Jarle Berg

Chairperson

Benedicte Heidenreich Fossum Board Member

Stefanie Witte Board Member

Henrik Joelsson Board Member

Liv Eiklo Lønnum Board Member

Petter Winther Borg Board Member

Nicolai Nordstrand Board Member

Captiva Digital Services AS Org.nr: 927 900 904

Perioderapport konsern per 31.01.2022

Perioderegnskap konsern per 31.01.2022

• Resultatregnskap
• Balanse
• Kontantstrøm
• Noter

Revisjonsberetning

RESULTATREGNSKAP

Captiva Digital Services AS				Captiva Digital Services AS konsern
	2021 01.01 .- 31.01.2022 Beløp i NOK		Note	01.01 .- 31.01.2022	2021
		DRIFTSINNTEKTER
		Salgsinntekt	16	3 249 662	31 555 380
		Annen driftsinntekt	17		-9 864 606
		Sum driftsinntekter		3 249 662	21 690 774
		DRIFTSKOSTNADER
		Varekostnad		561 461	5 098 702
		Lønnskostnad	3, 4, 15	2 208 845	19 457 955
		Avskrivninger	5	751 045	2 509 854
		Annen driftskostnad	3, 11, 15	1 046 813	10 653 490
		Sum driftskostnader		4 568 164	37 911 327
		DRIFTSRESULTAT		-1 318 502	-16 220 553
		FINANSINNTEKTER OG FINANSKOSTNADER
		Inntekt på investering i tilknyttet selskap	8	-163 907	-287 484
		Renteinntekt	11, 15
		Annen finansinntekt		580 448	5 930 928
		Sum finansinntekter		416 547	5 643 444
		Rentekostnad	11, 15
		Annen finanskostnad		-180 724	1 992 370
		Sum finanskostnader		-180 724	1 992 370
		Netto finanskostnad		597 264	3 651 074
		RESULTAT FØR SKATTEKOSTNAD		-721 238	=12 569 479
		Skattekostnad	14	36 028	352 628
		ARSRESULTAT		-685 210	=12 216 850
		Overføringer og disponeringer
		Utbytte
		Overføringer annen egenkapital		-685 210	-12 216 851
		Majoritetens andel av årsresultatet		-699 733	-12 131 191
		Minoritetens andel av årsresultatet		14 523	-85 660

EIENDELER

Captiva Digital Services AS			Captiva Digital Services AS konsern
31.12.2021		31.01.2022 Beløp i NOK	Note	31.01.2022	31.12.2021
		ANLEGGSMIDLER
		Immaterielle eiendeler	5	27 839 181	27 477 055
		Lisenser, forskning og utvikling Goodwill	5	1 300 566	1 337 511
		Sum immaterielle eiendeler		29 139 747	28 814 566
		Varige driftsmidler Tomter, bygninger og annen fast eiendom	5	15 076 978	15 111 286
		Driftsløsøre, inventar, verktøy o.l	5	1 353 983	1 370 993
		Sum varige driftsmidler		16 430 961	16 482 280
8 769 770		Finansielle anleggsmidler 8 769 770 Investeringer i datterselskap	6	-0	-0
		Investeringer i tilknyttet selskap	8	5 464 127	5 628 034
		Investering i aksjer og andeler	9	588 900	3 039 911
		Andre langsiktige fordringer		31 354	37 315
8 769 770		8 769 770 Sum finansielle anleggsmidler		6 084 381	8 705 259
8 769 770		8 769 770 Sum anleggsmidler		51 655 090	54 002 105
		OMLØPSMIDLER
		Fordringer
		Kundefordringer		7 910 183	9 188 387
		Andre fordringer		48 752 260	20 453 150
		Sum fordringer		56 662 444	29 641 537
39 930		39 930 Bankinnskudd, kontanter og lignende	7	177 688 462	160 687 901
39 930	39 930	Sum omløpsmidler		234 350 906	190 329 438
8 809 700		8 809 700 SUM EIENDELER		286 005 996	244 331 543

EGENKAPITAL OG GJELD

Captiva Digital Services AS			Captiva Digital Services AS konsern
31.12.2021	31.01.2022 Beløp i NOK	Note	31.01.2022	31.12.2021
	EGENKAPITAL
	Innskutt egenkapital
30 000	60 000 Aksjekapital	2. 13	60 000	30 000
9 930 39 930	8 749 700 Overkursfond 8 809 700 Sum innskutt egenkapital	13	8 749 700 8 809 700	9 930 39 930
	Opptjent egenkapital
8 769 770	Annen egenkapital	13	22 925 036	32 394 539
8 769 770	Sum opptjent egenkapital		22,925 036	32 394 539
	Minoritetsinteresser	13	3 639 591	3 625 069
8 809 700	8 809 700 Sum egenkapital		35 374 328	36 059 538
	GJELD
	Avsetning for forpliktelser
	Utsatt skatt	14	3 229 366	3 265 395
	Sum avsetning for forpliktelser		3-229 366	3 265 395
	Annen langsiktig gjeld		20 000 000	20 263 734
	Gjeld til kredittinstitusjoner	12	10 000	10 000
	Øvrig langsiktig gjeld Sum annen langsiktig gjeld		20 010 000	20 273 734
	Kortsiktig gjeld
	Leverandørgjeld		7 967 392	11 783 628
	Betalbar skatt	14
	Skyldig offentlige avgifter		1 521 891	1 691 088
	Annen kortsiktig gjeld		217 903 016	171 258 155
	Sum kortsiktig gjeld		227 392 299	184 732 871
	Sum gjeld		250 631 666	208 272 000
8 809 700	8 809 700 SUM EGENKAPITAL OG GJELD		286 005 994	244 331 537

Styreleder

Frank Jarle Berg

Oslo fredag 8. april 2022

Stig J. Østebrøt Styremedlem

Anders Lenborg Styremedlem

KONTANTSTRØM 01.01-31.01.2022

Captiva Digital Services AS

Captiva Digital Services AS konsern

31.01.2022 Beløp i NOK	Note	31.01.2022
Kontantstrømmer fra operasjonelle aktiviteter
Resultat før skattekostnad		-685 210
Resultandel tilknyttet selskap		163 907
Betalte skatter
Avskrivninger		751 045
- Endring i varer, kundefordringer og leverandørgjeld		-2 538 033
Endring i andre tidsavgrensningsposter		17 617 412
Netto kontantstrøm fra operasjonelle aktiviteter		15 309 121
Kontantstrømmer fra investeringsaktiviteter
Investering i datterselskap
Salg av datterselskap		3 031 402
Investeringer i aksjer og tilkyttede selskap
Kjøp av varige driftsmidler		-1 076 226
Netto kontantstrøm fra investeringsaktiviteter		1 955 176
Kontantstrømmer fra finansieringsaktiviteter
Netto opptak/avdrag rentebærende gjeld		-263 734
Utbetalt utbytte
Netto kontantstrøm fra finansieringsaktiviteter		-263 734
		17 000 562
Netto endring i likvider i året 39 930 Kontanter og bankinnskudd pr. 01.01		160 687 907
39 930 Kontanter og bankinnskudd pr. 31.12		177 688 462
	7
Herav bundne skattetrekksmidler		1 028 699
Herav bundet depositumskonto eSett	7	30 963 730

Den høye kontantbeholdningen per 31.01.2022 må ses i sammenheng med høy kortsiktig gjeld i Kraftanmelding AS per 31.01.2022 på 193 MNOK

NOTER TIL REGNSKAPET 31.01.2022

Reanskapsprinsipper Note 1

Årsregnskapet er satt opp i samsvar med regnskapslovens bestemmelser og god regnskapsskikk.

Konsolidering

Konsemregnskapet omfatter morselskapet Capital Services AS, datterselskaper og selskaper som Captiva Digital Services AS har bestemmende innflytelse over. Bestemmende innflytelse oppnås normalt når konsemet eier mer enn 50% av aksjene i selskapet, og konsernet er i stand til å utøve faktisk kontroll over selskapet. Minoritetsinteresser inngår i konsernegnskapet er utarbeidet som om konsernet var en økonomisk enhet. Transaksjoner og mellom selskapene i konsernet er eliminert. Konsernregnskapet er utarbeidet etter ensartede prinsipper, ved at datterselskapet følger de samme regnskapsprinsipper som morselskapet. Datterselskap som inngår i konsernet fremgår av note 6.

Oppkjøpsmetoden benyttes ved regnskapsføring av virksomhetssammenslutninger. Selskaper som er kjøpt eller solgt i løpet av året inkluderes i konsernregnskapet fra det tidspunktet kontroll oppnås og inntil kontroll opphører.

Tilknyttede selskaper er enheter hvor konsernet har betydelig (men ikke bestemmende) innflytelse, over den finansielle og operasjonelle styringen (normalt ved eierandel på mellom 20 %). Konsernegnskapet inkluderer konsernets andel av resullat fra tilknyttede selskaper regnskapsført etter egenkapitalmetoden fra det tidspunktet betydelig innflytelse oppnås og inntil slik innflytelse opphører.

Når konsernets tapsandel overstiger i et tilknyttet selskap, reduseres konsernets balanseførte verdi til null og ytterligere tap regnskapsføres ikke med mindre konsernet har en forpliktelse til å dekke dette tapet.

Konsernet er etablert 07.01.2022. Konsernregnskapet for januar 2022 viser konsernregnstall for 01.01.2022-31.12.2022 og sammenlignbare tall for 2021 forutsatt at konsernet var etablert 01.01.2021.

Datterselskap/tilknyttet selskap

Datterselskaper og tilknyttede selskaper vurderes etter kostmetoden i selskapsregnskapet. Investeringen er vurdert til anskaffelsest for aksjene med mindre nedskrivning har vært nødvendig. Det er foretatt nedskrivning til virkelig verdi når verdifall skyldes årsaker som ikke kan antas å være forbigående og det må anses nødvendig etter god regnskapsskikk. Nedskrivninger er reversert når grunnlaget for nedskrivning ikke lenger er til stede.

Utbytte og andre utdelinger er inntektsført samme år som det er avsatt i datterselskapet. Overstiger utbytte andel av tilbakeholdt resullat etter kjøpet, representerer den overskytende del tilbakebetaling av investert kapital, og utdelingene er fratrukket investeringens verdi i balansen.

Salgsinntekter

Inntektsføring ved salg av varer skjer på leveringstidsføres i tåkt med utførelsen. Leieinntekter inntekter inntektsøres etter avtalemessig opptjening. Innteksføring ved salg av strøm i datterselskapet Kraftanmelding AS er presentert netto, brutto salg av strøm på Nord pool minus varekjøp strøm til kraftselskapene. Se nærmere presentasjon av brutto salg og varekjøp i note 16 - salgsinntekter.

Klassifisering og vurdering av balanseposter

Omløpsmidler og kortsiktig gjeld omfatter poster som forfaller til betaling innen ett år etter balansedagen, samt poster som knytter seg til varekretsløpet. Øvrige poster er klassifisert som anleggsmiddel/langsiktig gjeld.

Omløpsmidler vurderes til laveste av anskaffelseskost og virkelig gjeld balanseføres til nominelt beløp på etableringstidspunktet.

Anleggsmidler vurderes til anskaffelseskost, men nedskrives til virkelig verdifall som ikke forventes å være forbigående. Anleggsmidler med begrenset økonomisk levetid avskrives planmessig. Langsiktig gjeld balanseføres til nominelt beløp på etableringstidspunktet.

Fordringer

Kundefordringer og andre fordringer er oppført i balansen til pålydende etter fradrag for avsetning til forventet tap. Avselning til tap gjøres på grunnlag av individuelle vurderingene. I tillegg gjøres det for øvrige kundefordringer en uspesifisert avselning for å dekke antatt tap.

Varige driftsmidler

Varige driftsmidler balanseføres og avskrives over driftsmidlets forventede økonomiske levelid. Direkte vedlikehold av driftsmidler kostnadsføres løpende under diftskostnader, mens påkoshinger tillegges driftsmidlets kostpris og avskrives i takt med driftsmidlet. Dersom gjenvinnbart beløp av diftsmiddelet er lavere enn balanseført verdi foretas nedskrivning til gjenvinnbart beløp. Gjenvinnbart beløp er det høyeste av netto salgsverdi i bruk. Verdi i bruk er nåverdien av de fremtidige kontantstrømmene som eiendelen vil generere. Kjøpt goodwill avskrives over 5 år.

Skatter

Skattekostnaden i resultatregnskapet omfatter både periodens betalbare skatt. Utsatt skatt. Utsatt skatt er beregnet med 22 % på grunnlag av de midlertidige forskjeller som eksisterer mellom regnskapsmessige verdier, samt ligningsmessig underskudd til fremføring ved utgangen av regnskapsåret. Skattereduserende midlertidige forskjeller som reverserer eller kan reversere i samme periode er utlignet og nettoført. Netto utsatt skattefordel balanseføres i den grad det er samnsynlig at denne kan bli nyttegjort. Ved beregning av utsatt skalt på merverdier i forbindelse med oppkjøpte selskap er en skattesats på 10 % benyttet.

Kontantstrømoppstilling

Kontantstrømoppstillingen er utarbeidet etter den indirekte metode. Kontanter og kontanter, bankinnskudd, herunder bundhe bankinnskudd og andre kortsiktige, likvide plasseringer. Viser ikke sammenlignbare tall for 2021.

Bruk av estimater

Ledelsen har brukt estimaler og forutselninger som har påvirket resullatregnskapet og gjeld, samt usikre eiendeler og forpliktelser på balansedagen under utarbeidelsen av årsregnskapet i henhold til god regnskapsskikk.

Sammenlignbare tall

Note

Konsemet er etablert 7.01.2022. Sammenlignbare tall for konsernet forutsatt at konsernet var etablert fra 01.01.2021.

2 Aksjekapital og aksjonærinformasjon

Aksjonær		Antall aksjer	Pälydende	Aksjekapital
Ordinære aksjer		1 000	30	30 000
Sum		1 000	30	30 000
		Ordinære
Aksjonær	Styremedlem	aksjer	Eierandel	Stemme-andel
Cloudberry Clean Energy ASA		600	60.0 %	60,0 %
Captiva Capital Partner AS		400	40.0 %	40.0 %
Sum		1 000	100,0 %	100,0 %

3 Lønnskostnader, antall ansatte, lån til ansatte og godtgjørelse til revisor Note Note

	Morselskap		Konsern
2021	31.01.2022	Lønnskostnader	31.01.2022	2021
		Lønninger	2 302 884	18 051 216
		Arbeidsgiveravgift	420 394	2 647 554
-		Pensjonskostnader	99 305	977 270
-		Andre ytelser/innleid personell	34 407	287 042
		Aktiverte lønnskostnader	-648 144	-2 505 126
		Sum	2 208 846	19 457 956

Gjennomsnittlig antall årsverk

16,7

		Daglig leder/styre-
Ytelser til ledende personer - morselskap og konsern	Styreleder Styremedlem	medlem
Lønn		210 267
Pensjonsutgifter		7 373
Andre ytelser		1 439
Sum		219 078

Morselskap		Konsern
2021		31.01.2022 Godtgjørelse til revisor	31.01.2022	2021
		Revisjon eks. mva.		224 840
		Andre tienester eks. mva.		41 250
		Sum	D	266 090

Note 4 Pensjoner og styrehonorar

Selskapet og konsernet er pliktig til å ha tjenestepensjonsordning etter lov om obligatorisk tjenestepensjon. Selskapets pensjonsordninger tilfredsstiller kravene i denne lov. Selskapet og konsernet har i 2022 ikke utbetalt honorar til styret utover normal lønn.

5 Varige driftsmidler og immaterielle eiendeler Note

	l omter,
	bygninger og		Driftsløsøre,
	annen fast	Maskiner og	inventar,
Varige driftsmidler konsern	eiendom	anlegg	verktøy o.l.	Sum konsern
Anskaffelseskost pr. 01.01	17 584 594	1 334 054	1 074 741	19 993 389
Tilganger			109 638	109 638
Avganger
Anskaffelseskost pr. 31.01.2022	17 584 594	1 334 054	1 184 379	20 103 028
Akkumulerte avskrivninger pr. 31.01.	2 506 931	372 150	792 986	3 672 066
Balanseført pr. 31.01.2021	15 077 663	961 904	391 393	16 430 961
Arets avskrivninger	33 622	2 379	15 317	51 318
Avskrivningsplan Økonomisk levetid (år)		Lineær 25-50	Lineær 5-10

			Forskning og	Andre
lmmaterielle eiendeler konsern	Goodwill	Lisenser	utvikling	rettigheter Sum konsern
Anskaffelseskost pr. 01.01	2 216 670	9 533 755	14 430 140	5 041 931	31 222 497
Tilganger		642 615	382 293	0	1 024 908
Avganger		0	0	0
Anskaffelseskost pr. 31.01.2022	2 216 670	10 176 370	14 812 433	5 041 931	32 247 405
Akkumulerte avskrivninger pr. 31.01	916 104	1 696 624	388 003	106.926	3 107 657
Balanseført pr. 31.01.2022	1 300 566	8 479 746	14 424 430	4 935 005	29 139 748
Arets avskrivninger	36 945	265 153	290 703	106 926	699 727
Avskrivningsplan Økonomisk levetid (år)	Lineær 5	Ingen 5	Lineær 5-10	Lineær 3-5

6 Datterselskap Note

	Anskaffet		Eierandel og		Resultat	Bokført
Selskap	ar	Kontor	stemmeandel Bokført verdi		31.01.2022	egenkapital
Captiva Asset Management AS	2009	Oslo	100.0 %	6 915 736	-942 513	2 215 267
Captiva Energi AS	2016	Oslo	100.0 %	1 814 034	602 535	31 003 520
Captiva Digital Solutions AS	2021	Oslo	100.0 %	40 000	-297 193	-422 147
				8769770	-637 171	32 796 640

I konsernet inngår i tillegg følgende datterdatterselskap:

	Anskaffet		Eierandel og
Selskap	ar	Kontor		stemmeandel Bokført verdi Arsresultat		Sum egenkapital
Captiva Financial Services AS	2018	Oslo	100 %	40 000	200 757	234 813
Kraftanmelding AS	2019	Oslo	51 %	3 000 000	-26 079	2 620 112
Fjord Energi AS	2021	Oslo	51 %	1 794 689	-130 770	480 829
Broentech Solutions AS	2021	Oslo	51 %	9 330 897	55 717	4 807 625
Jåstadkraft AS	2021	Oslo	51 %	2 600 283	180 923	-2 794 819
				16 765 869	280 548	5 348 560

7 Bankinnskudd Note

Morselskap			Konsern
2021		31.01.2022 Bundne midler	31.01.2022	2021
		Skattetrekksmidler/depositum	1 028 699	1 321 142
		Depositumskonto eSett, sikkerhet for oppgjør Nord Pool	30 963 730	60 270 248
			31 992 429	61 591 390

8 lnvestering i tilknyttet selskap Note

Morselskap

2021	31.01.2022	Balanseført verdi	31.01.2022	2021
		Proxima HydroTech AS, 33 % eierandel	1 863 362	1 979 432
		Enestor AS, 25 % eierandel	3 592 765	3 640 602
		Captiva SPV 1903 AS, 20 % eierandel	8 000	8 000
			5 456 127	5 620 034
		Investering etter egenkapitalmetoden Proxima HydroTech AS:
Eierandel			33 %
Kostpris			900 000
Andel egenkapital 31.12.2016			900 000
Resultatandel 2017			78 639
Resultatandel 2018			225 268
Resultatandel 2019			-48 175
Resultatandel 2020			305 561
Kjøp 2021			600 000
Resultatandel 2021 før kjøp			-536 556
	Gevinst ved utvanning fra 45 % til 33 %		-515 078
Korrigering resultatandel 2020			69 774
	Resultatandel 01.01.2022-31.01.2022		-116 070
Andel egenkapital 31.01.2022			1 863 362
		Investering etter egenkapitalmetoden Enestor AS:
Eierandel			25 %
Kostpris			3 871 670
Andel egenkapital 30.06.2021			715 367
Goodwill			3 156 303
Resultatandel 2021			-231 068
	Resultatandel 01.01.2022-31.01.2022		-47 837
Andel egenkapital 31.01.2022			3 592 765
		Investering etter egenkapitalmetoden Captiva SPV 1903 AS:
Eierandel			20 %

licidi in the first of the first of the formation of the formation of the formation of the formation of the formation of the formation of the formation of the formation of th
Kostpris	40 000
Salg 2021	-32 000
Andel egenkapital 31.01.2022	8 000

9 Investering i andre aksjer Note

	Morselskap	31.01.2022 Balanseført verdi Eierandel		Konsern
2021				31.01.2022	2021
1		Hydronor AS	11.8 %	578 900	578 900
		Nordfjordbrua AS	0.2 %	10 000	10 000
				588 900	5 640 194

10

Mellomværender med selskap i samme konsern

	Morselskap
Mellomværender	31.01.2022
Lån til foretak i samme konsern
Kundefordringer
Øvrig langsiktig gjeld
Leverandørgjeld	0
Annen kortsiktig gjeld
Sum

11 Note Note

Transaksjoner		Morselskap
	31.01.2022	2021
Driftsinntekter

Driftskostnader	STATISTICS AND IN CONSULT OF CLAIM OF CHEARTH OF CHEARTH OF CHEARTH AND THE FOR
Finansinntekter	- -	-
Finanskostnader
Sum

12 Note

Gjeld, pant og garantier

	Morselskap		Konsern
2021	31.01.2022	Gjeld	31.01.2022	2021
		Langsiktig gjeld til kredittinstitusjoner	20 000 000	20 263 734
-		Kortsiktig gjeld til kredittinstitusjoner
=		Sum	20 000 000	20 263 734
	31.01.2022	Pant		2021
2021			31.01.2022
		Varige driftsmidler
		Driftsmidler	272 901	283 942
		Andre fordringer	3 248 631	4 506 259
		Kundefordringer	7 590 457	4 828 017

Gjeld til kreditinstitusjoner i Captiva Energi AS er pansatt i driftsmidler og fordringer i Capiva Asset Management AS. I tillegg er gjelden sikret med aksjer i Captiva Energi AS med bokført verdi på 1.814.034 NOK samt aksjer i Jåstadkraft AS med bokført verdi på 2.600.283 NOK

Langsiktig gjeld med forfall senerer enn 5 år	31.01.2022
Gjeld til kredittinstitusjoner	20 000 000

13 Note Egenkapital

			Annen
Morselskap	Aksjekapital	Overkurs	egenkapital	Sum
Egenkapital pr. 01.01	30 000	3 000	8 776 700	8 809 700
Arsresultat
Kapitalforhøyelse	30 000	8 746 700	-8 776 700
Egenkapital pr. 31.01.2022	60 000	8 749 700	E	8 809 700

			Annen	Minoritets-
Konsern	Aksjekapital	Overkurs	egenkapital	interesse	Sum
Egenkapital pr. 01.01	30 000	3 000	32 401 469	3 625 069	36 059 538
Arsresultat	-		-699 733	14 523	-685 210
Avsatt utbytte
Kapitalforhøvelse	30 000	8 746 700	-8 776 700
Egenkapital pr. 31.01.2022	60 000	8 749 700	22 925 036	3 639 591	35 374 327

Note 14 Skatt

Morselskap			Konsern
2021	31.101.2022	Arets skattekostnad	31.01.2022	2021
		Betalbar skatt
		Endring utsatt skatt	36 028	352 628
		Sum	36 028	352 628

	Morselskap
2021	2022	Skattepliktig resultat
		Resultat før skattekostnad
		Tilbakeføring av inntektsført utbytte
		Resultatført konsernbidrag
		Endring i midlertidige forskjeller
		Benyttet fremførbart underskudd

	Mottatt konsernbidrag
	Ytet konsembidrag
	Sum
	- Betalbar skatt i balansen 22%

Morselskap			Konsern
2021	31.01.2022	Midlertidige forskjeller	31.01.2022	2021
-		Imaterielle eiendeler og varige driftsmidler	-55 626	-55 626
		Fordringer
		Merverdi varige driftsmidler	16 115 436	16 279 205
		Fremførtbart underskudd	-9 900 791	-9 603 665
-		Sum	6 159 019	6 619 914
		Forskjeller som ikke inngår i utsatt skatt-/skattefordel	8519922	8 222 796
=		Sum	14 678 941	14 842 710
23 %		22 % Skattesats	22%	22 %
		Utsatt skattefordel	-316 030	=316 030
		Skattesats	22%	22 %
		Utsatt skatt merverdier	3 545 396	3 581 425
		Utsatt skatt	3 229 367	3 265 396

Ved beregning av utsatt skatt på merverdier er det benyttet en skattesats på 22%.

Note 15 Transaksjoner med nærstående

Morselskap			Konsern
2021	31.12.2022		31.01.2022	2021
-		Ytelse til daglig leder og styremedlemmer	219 078	5 553 614
-		Kjøp av tjenester
-		Renteinntekter
-		Rentekostnader

Note 16 Salginntekter

Morselskap		Konsern
2021	31.01.2022		31.01.2022	2021
		Brutto salg strøm Nord Pool	186 158 620	1 075 925 436
		Varekost/kjøp strøm fra kraftselskap	185 790 197	1 070 039 830
		Netto salg av strøm	368 423	5 885 606
		Salg av strøm	255 943	1 175 141
		Salg av tjenester	2 625 295	24 494 634
0		0 Sum inntekter	3 249 662	31 555 381
		0 Salg Norge	3 249 662	31 555 380
		0 Salg Sverige
	0	0 Sum inntekter	3 249 662	31 555 380

17 Andre inntekter Note

	Morselskap		Konsern
2021	31.01.2022	31.01.2022	2021
	0 Salg varer/projsjekt	0	-10 157 618
	0 Andre inntekter	0	293 012
	0 Sum inntekter		-9 864 606

Statsautoriserte revisorer Ernst & Young AS

Dr Hanstensgate 13, 3044 Drammen Postboks 560, Brakerøya, 3002 Drammen Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00

www.ey.no Medlemmer av Den norske Revisorforening

UAVHENGIG REVISORS BERETNING

Til styret i Captiva Digital Services AS

Konklusjon

Vi har revidert perioderegnskapet for Captiva Digital Services AS som består av selskapsregnskap og VI har revideregnskapet for Saptira Digital Obl 11. Står av blanse per 31. januar 2022.
konsernregnskap. Selskapsregnskapet og konsernregnskapet det ser denne datoen og ot konserhregnskap. Selskapsregnskaper og konsermograpperioden avsluttet per denne datoen og noter till
resultatregnskap og kontantstrømopstilling for regnskapsperioden avslutt resultatlegnskap og Kontantoti ørnoppotinnig av viktige regnskapsprinsipper.

Etter vår mening oppfyller perioderegnskapet gjeldende lovkrav og gir et rettvisende bilde av selskapets Etter var mening opplyller penoderegnskapet gjordende forskelser og kontantstrømmer for
og konsernets finansielle stilling per 31. januar 2022 og av deres resultater og kont og konsernets linansielle Stilling per of : Januar i samsvar med regnskapslovens regler og god regnskapsskikk i Norge.

Grunnlag for konklusjon

Vi har gjennomført revisjonen i samsvar med International Standards on Auditing (NSA-ene). Våre Vi har gjennomført revisonen i Samsvar med internationalisner er ensons og også er ogs oppgaver og plikter i nemnod til disse standarden og bestil og konsernet i samsvar med med med med plikter ved revisjonen av penoderegnskaper. V or at at et Ethics for Professional
kravene i relevante lover og forskrifter i Norge og International Code of Ethics for Profes kravene i relevante lover og filter i Norge og international Ethics Standards Accountants (inkluder internasjonale uavnenigenoverige etiske forpliktelser i samsvar med Board for Accountants (IESBA-reglene), og vi har overnerat stilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon.

Ledelsens ansvar for perioderegnskapet

Ledelsen er ansvarlig for å utarbeide perioderegnskapet og for at det gir et rettivisende bilde i samsvarlig for slik intern Ledelsen er ansvariig for a utarbeide penodereikki i Norge. Ledelsen er også ansvarlig for slik intern med regnskapslovens regler og god regnskapsetarker i revignskap som ikke inneholder vesentlig
kontroll som den finner nødvendig for å kunne utarbeide et årsregnskap som ikke feilinformasjon, verken som følge av misligheter eller feil.

Ved utarbeidelsen av perioderegnskapet må ledelsen ta standpunkt til selskapets og konsernets evne till
er fil Ved utarbeidelsen av penodelegnskapet mar loa soon ta til drift. Forutsetningen om forsatt drift skalt drift skalt drift å avvikle selskanet fortsatt dritt og opplyse om ionnold av betydning for fortsaen enten har til hensikt å avvikle selskapet,
legges til grunn for perioderegnskapet med mindre ledelsen enten ha legges in grunn for penbace, eller ikke har noe annet realistisk alternativ.

Revisors oppgaver og plikter ved revisjonen av perioderegnskapet

Vårt mål er å oppnå betryggende sikkerhet for at perioderegnskapet som helhet ikke inneholder vesentlige som inneholder Vårt mål er a oppna betryggende sikkentet for at period, og å evisjonsberetning som inneholder
feilinformasjon, verken som følge av misligheter eller før ingen naranti for a felinformasjon, verken som lølge av misligheter ener ingen garanti for at en revisjon
vår konklusjon. Betryggende sikkerhet er en høy grad av sikkerhet, men ingen grant kan var konklusjon. Betryggende sikkenlet er en høy fråe till førmasjon Feilinformasjon kan skyldes
utført i samsvar med ISA-ene, alltid vil avdekke vesentlig føller somlet med utført i samsvar med iSA-ene, alltid vir avdektig vomtig romlet med rimelighet kan
misligheter eller feil og er å anse som vesentlig dersom den enkeltvise eller samlet med r mlsligheler eller fell og er at anles oom vossing av er er etar på grunnlag av perioderegnskapet.

Som del av en revisjon i samsvar med ISA-ene, utøver vi profesjonelt skjønn og utviser profesjonell skepsis gjennom hele revisjonen. I tillegg:

• identifiserer og vurderer vi risikoen for vesentlig feilinformasjon i perioderegnskapet, enten det identifiserer og vurderer vi risikoen for vesentig follinger for å håndlinger for å håndtere slike
  skyldes misligheter eller feil. Vi utformer og gjennomfører revisjonshandl skyldes misligneter eller fell. Vi utomier og gjernemmere og som grunnlag for vår.
  risikoer, og innhenter revisjonsbevis som er tilstekkelig og hensikke hlir avdekket risikoer, og innnenter revisjonsbevis som er tiller en misligheter ikke blir avdekket, er
  konklusjon. Risikoen for at vesentlig feilinformasjon som følge av innehome samarbei konklusjon. Risikoen for at vesentig feilinermasjon somisligheter kan innebære samarbeid,
  høyere enn for feilinformasjon som skyldes feil, siden misligheter kontroll nøyere enn for lelliniomlasjon som skyraðs for, um er overstyring av intern kontroll.
  forfalskning, bevisste utelatelser, uriktige fremstillinger eller overstyring av intern
• forfalskning, bevisste utelatelser, unktige frometinnes metendigheten, for å
  opparbeider vi oss en forståelse av den interne kontrollen som er relevant for å gi opparbeider vi oss en forstaelse av den interne kontrelighetene, men ikke for å gi
  utforme revisjonshandlinger som er hensiktsmessige etter omstendigheten kontroll uttorne revisjonsnandlinger Som of honomissiskapets og konsernets interne kontroll.
  uttrykk for en mening om effektiviteten av selskapets og konsernets interne kontroll.
• uttrykk for en mening om enektivkene er hensiktsmessige og om er e
  evaluerer vi om de anvendte regnskapsprinsippene er terheidet ov lodelsen er evaluerer vi om de anvendte regnskapspinnerppens or harbeidet av ledelsen er immelige.
  Fegnskapsestimatene og tilhørende noteopplysninger utarbeidet av ledelsene sig og
• regnskapsestimaterie og tilførende hotoppyeningen er hensiktsmessig, og, basert
  konkluderer vi på om ledelsens bruk av fortsatt drift-forutseltingen er hensikkerhet krytte konkluderer vi på om ledelsens bruk av fortsatt alle leikkerhet knyttet til hendelser
  på innhentede revisjonsbevis, hvorvidt det foreligger vise og konsernets ovne til forts på innnentede revisjonsbevis, hvor vid det renemets evne til fortsatt drift.
  eller forhold som kan skape betydelig tvil om selskapets kroves det at vi i eller forhold som kan skape betydels titterer vesentlig usikkerhet, kreves det at vi i
  Dersom vi konkluderer med at det eksisterer vesentlig tille sgeendvaningene i period Dersom vi konkluderer med at det eksisterer væren må tilleggsopplysningen i perioderegnskapet,
  revisjonsberetningen henleder oppmerksomheten på tillegger vår konklusion om revisjonsberetningen nemedel oppniehsomment på tillsggodpp modifiserer vår konklusjon om
  eller, dersom slike tilleggsopplysninger ikke er tilstrekkelige, at vi modifiserer vå eller, dersom slike tilleggsopplysninger likke er basert på revisjonsbevis innhentet
  perioderegnskapet og årsberetningen. Våre konklusjoner er basert på revisjonsbevis innhe perioderegnskapet og afsbereiningen. Vare i endelser eller forhold kan imidlertid
  frem til datoen for revisjonsberetningen. Etterfølgende hendelser eller forhold kan imidlert medføre at selskapet og konsernet ikke kan fortsette driften.
• medføre at selskapet og konsemet ikke fan fortoste og innholdet i perioderegnskapet, inkludert
  evaluerer vi den samlede presentasjonen, struktukk for de underliggende evaluerer vi den samlede presentasjonen, or akkepet gir uttrykk for de underliggende
  tilleggsopplysningene, og hvorvidt perioderegnskapet gir uttrykk for de bilde tilleggsopplysningene, og en måte som gir et rettvisende bilde.
• transaksjonelle og hendelsene på en mate ovien vedrørende den finansieller
  innhenter vi tilstrekkelig og hensiktsmessig revisjonssernet for å kunne gi uttryk . innnenter vi tilstrekkelig og nensiktenessig renojene i konsernet for å kunne gi uttrykk for en informasjonen til enneterle eller forretningsomlør, samt å følge opnetegien for, samt å følge opp og
  mening om konsernregnskapet. Vi er ansvarlige for å fastselvaienen på re mening om konsernregnskapet. Vi er ansvarlige for a værfor konklusjonen på revisjonen av konsernregnskapet.

Vi kommuniserer med styret blant annet om det planlagte omfanget av og tidspunktet for Vi kommuniserer med styret blant annet om det planlagte omfangeler vesentlige svakheter i den interne kontrollen som vi avdekker gjennom revisjonen.

Drammen, 8. april 2022 ERNST & YOUNG AS

Bjørn Baklid statsautorisert revisor

Appendix B-2

Independent auditor's assurance report on the compilation of unaudited pro forma condensed financial information

Statsautoriserte revisorer Ernst & Young AS

Dronning Eufemias gate 6A, NO-0191 Oslo Postboks 1156 Sentrum, NO-0107 Oslo

Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00

www.ey.no Medlemmer av Den norske revisorforening

To the Board of Directors of Cloudberry Clean Energy ASA

Independent Practitioners' Assurance Report on the compilation of pro forma financial information included in a prospectus

We have completed our assurance engagement to report on the compilation of pro forma financial information of Cloudberry Clean Energy ASA (the "Company") by the Board of Directors and Management of the Company. The unaudited pro forma condensed financial information consists of the unaudited condensed pro forma profit and loss statement for the year ended 31 December 2021, and related notes which was approved by the Board of Directors on 10 November 2022 for inclusion in the prospectus to be issued by the Company in connection with the listing of 4,639,148 shares (the "Prospectus"). The applicable criteria on the basis of which the Board of Directors and Management have compiled the pro forma financial information are specified in Annex 20 to Commission delegated Regulation (EU) no. 2019/980 supplementing the EU Prospectus Regulation as incorporated in Norwegian law through section 7-1 of the Norwegian Securities Trading Act and described in notes to the pro forma financial information (the "applicable criteria"). The historical financial information of the entities acquired and sold during 2021 and 2022 from 1 January 2021 to their respective transaction dates used in the compilation of the Pro Forma Financial Information is unaudited and accordingly we do not accept any responsibility for that information. The historical information of Øvre Kvemma Kraftverk AS, Ramsliåna Kraftverk AS and Bøen AS for the year ended 31 December 2021 are audited by another auditor, and accordingly we do not accept responsibility for that information.

The pro forma financial information has been compiled by the Board of Directors and Management of the Company to illustrate the impact of the 2021 Acquisitions, the 2022 Acquisitions and the 2022 Sales Transactions (the "Transactions") on the Company's unaudited pro forma condensed profit and loss statement for the year ended 31 December 2021 as if the Transactions had taken place at 1 January 2021. As part of this process, information about the Company's and the acquired and sold entity's financial performance has been extracted by the Board of Directors and Management from the Company's and the acquired and the sold entity's financial statements and accounting records. The auditor's report on the Company's financial statements for the year ended 31 December 2021 has been incorporated by reference in section 20.3 of the prospectus.

The Board of Director's and Management's Responsibility for the Pro Forma Financial Information The Board of Directors and Management are responsible for compiling the pro forma financial information on the basis of the applicable criteria.

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies International Standard on Quality Control 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Practitioner's Responsibilities

Our responsibility is to express an opinion, as required by Regulation (EU) no. 2019/980 about whether the pro forma financial information has been compiled by Board of Directors and Management of the Company on the basis of the applicable criteria.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the practitioner plan and perform procedures to obtain reasonable assurance about whether Board of Directors and Management of the Company have compiled the pro forma financial information on the basis of the applicable criteria and whether this basis is consistent with the accounting policies of the Company. Our work primarily consisted of comparing the unadjusted financial information with the source documents as described in section 11 of the Prospectus, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with Management of the Company.

The aforementioned opinion does not require an audit of historical unadjusted financial information, the adjustments to conform the accounting policies of the acquired entities to the accounting policies of the Company, or the assumptions summarized in notes to the pro forma financial information. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of the event or transaction on unadjusted financial information of the Company as if the event or transaction occurred or had been undertaken at an earlier date selected for purposes of the illustration. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position or performance. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction for the year ended 31 December 2021 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled on the basis stated involves performing procedures to assess whether the

applicable criteria used by Board of Directors and Management of the Company in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria;
• The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information; and
• The pro forma financial information has been compiled on a basis consistent with the accounting policies of the Company.

The procedures selected depend on the practitioner's judgment, having regard to the practitioner's understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• a) the pro forma financial information has been properly compiled on the basis stated in notes to the pro forma financial information; and
• b) that basis is consistent with the accounting policies of the Company

This report is issued for the sole purpose of the listing of shares on Oslo Stock Exchange as set out in the Prospectus to be approved by the Financial Supervisory Authority of Norway. Our work has not been carried out in accordance with auditing, assurance or other standards and practices generally accepted in the United States and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. Therefore, this report is not appropriate in other jurisdictions and should not be used or relied upon for any purpose other than the listing and issuance of shares described above. We accept no duty or responsibility to and deny any liability to any party in respect of any use of, or reliance upon, this report in connection with any type of transaction, including the sale of securities other than the listing of the shares on Oslo Stock Exchange and other regulated markets in the European Union or European Economic Area, as set out in the Prospectus to be approved by the Financial Supervisory Authority of Norway.

Oslo, 11 November 2022 ERNST & YOUNG AS

The report is signed electronically

Asbjørn Ler State Authorized Public Accountant (Norway)

Signaturene i dette dokumentet er juridisk bindende. Dokument signert med "Penneo™ - sikker digital signatur". De signerende parter sin identitet er registrert, og er listet nedenfor.

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Asbjørn Ler Statsautorisert revisor

På vegne av: Ernst & Young AS Serienummer: 9578-5997-4-395226IP: 145.62.xxx.xxx 2022-11-11 10:11:26 UTC

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Appendix C

Bøen Kraft AS' audited financial statements for the year ended 31 December 2019, 2020, and 2021

ÅRSREGNSKAPET FOR REGNSKAPSÅRET 2021 - GENERELL INFORMASJON

Enheten
Organisasjonsnummer:	988 376 582
Organisasjonsform:	Aksjeselskap
Foretaksnavn:	BØEN KRAFT AS
Forretningsadresse:	Frøyas gate 15
	0273 OSLO
Regnskapsår
Arsregnskapets periode:	01.01.2021 - 31.12.2021
Konsern
Morselskap i konsern:	Nei
Regnskapsregler
Regler for små foretak benyttet:	Ja
Benyttet ved utarbeidelsen av årsregnskapet til selskapet:	Regnskapslovens alminnelige regler
Årsregnskapet fastsatt av kompetent organ
Bekreftet av representant for selskapet:	Kirsti Nereng
Dato for fastsettelse av årsregnskapet:	25.02.2022

Grunnlag for avgivelse

År 2021: Årsregnskapet er elektronisk innlevert År 2020: Tall er hentet fra elektronisk innlevert årsregnskap fra 2021

Det er ikke krav til at årsregnskapet m.v. som sendes til Regnskapsregisteret er undertegnet. Kontrollen på at dette er utført ligger hos revisor/enhetens øverste organ. Sikkerheten ivaretas ved at innsender har rolle/rettighet for innsending av årsregnskapet via Altinn, og ved at det bekreftes at årsregnskapet er fastsatt av kompetent organ.

Brønnøysundregistrene, 02.11.2022

Resultatregnskap

Beløp i: NOK	Note	2021	2020
RESULTATIREKNESKAP
Inntekter
Salgsinntekt		10 528 394	2 710 485
Anna driftsinntekt			24 752
Sum inntekter		10 528 394	2 735 237
Kostnader
Avskrivninger	3	952 600	952 600
Annen driftskostnad	2	3 843 709	1 161 321
Sum kostnader		4 796 309	2 113 921
Driftsresultat		5 732 085	621 316
Finansinntekter og finanskostnader
Anna renteinntekt		16 725	35 767
Sum finansinntekter		16 725	35 767
Annan rentekostnad		1 142 975	1 183 975
Annen finanskostnad		3 078 109
Sum finanskostnader		4 221 084	1 183 975
Netto finans		-4 204 359	-1 148 208
Ordinært resultat før skattekostnad		1 527 726	-526 892
Skattekostnad	7	336 099	-181 015
Ordinært resultat etter skattekostnad		1 191 627	-344 977
Årsresultat		1 191 627	-344 977
Overføringar og disponeringar
Avsatt fra/til annen egenkapital		1 191 627	-344 977
Sum overføringar og disponeringar		1 191 627	-344 977

Balanse

Beløp i: NOK	Note	2021	2020
BALANSE - EIGEDELAR
Anleggsmiddel
Immaterielle eigedelar
Varige driftsmiddel
Kraftverk Bøen I	3	10 143 000	10 479 400
Kraftverk Bøen II	3	22 603 200	23 180 700
Sum varige driftsmiddel		32 746 200	33 660 100
Finansielle anleggsmiddel
Andre langsiktige fordringer	3	1 681 300	1 720 000
Sum finansielle anleggsmiddel		1 681 300	1 720 000
Sum anleggsmiddel		34 427 500	35 380 100
Omløpsmiddel
Varer
Krav
Kundefordringer	র্ব	1 994 036	307 503
Andre fordringer			101 213
Sum krav		1 994 036	408 716
Bankinnskot, kontantar og liknande
Bankinnskudd		5 458 490	1 059 949
Sum bankinnskot, kontantar og liknande		5 458 490	1 059 949
Sum omløpsmiddel		7 452 526	1 468 665
SUM EIGEDELAR		41 880 026	36 848 765

BALANSE - EIGENKAPITAL OG GJELD

Eigenkapital Innskoten eigenkapital

Balanse

Beløp i: NOK	Note	2021	2020
Aksjekapital	റ	150 000	150 000
Sum innskoten eigenkapital		150 000	150 000
Opptent eigenkapital
Annen egenkapital		2 627 127	1 435 500
Sum opptent eigenkapital		2 627 127	1 435 500
Sum eigenkapital	6	2 777 127	1 585 500
Gjeld
Langsiktig gjeld
Utsett skatt	7	342 259	357 822
Sum avsetjingar for plikter		342 259	357 822
Anna langsiktig gjeld
Gjeld til kredittinstitusjonar	8	33 076 920	34 400 000
Sum anna langsiktig gjeld		33 076 920	34 400 000
Sum langsiktig gjeld		33 419 179	34 757 822
Kortsiktig gjeld
Leverandørgjeld		1 157 930	372 587
Betalbar skatt	7	351 662	0
Skyldig offentlige avgifter		1 133 529	42 027
Annen kortsiktig gjeld		3 040 599	90 830
Sum kortsiktig gjeld		5 683 720	505 444
Sum gjeld		39 102 899	35 263 266
SUM EIGENKAPITAL OG GIELD		41 880 026	36 848 766

=== Brønnøysundregistrene

ARSREGNSKAP FOR REGNSKAPSARET 2021 - GENERELL INFORMASJON

Journalnummer :	2022 169587
Enheten Organisasjonsnummer: Organisasjonsform: Foretaksnavn : Forretningsadresse:	988 376 582 Aksjeselskap BØEN KRAFT AS Østre vei 26B 1397 NESØYA
Regnskapsår Arsregnskapets periode:	01.01.2021 - 31.12.2021
Konsern Morselskap i konsern:	Nei
Regnskapsregler Regler for små foretak benyttet: Benyttet ved utarbeidelsen av årsregnskapet til selskapet:	Ja Regnskapslovens alminnelige regler

Arsregnskapet fastsatt av kompetent organ

Bekreftet av representant for selskapet : Kirsti Nere
Dato for fastsettelse av årsregnskapet: 25.02.2022 Kirsti Nereng

Grunnlag for avgivelse

År 2021: Årsregnskap er elektronisk innlevert. År 2020: Tall er hentet fra elektronisk innlevert årsregnskap fra 2021.

Det er ikke krav til at årsregnskapet m.v. som sendes til Regnskapsregisteret er undertegnet. Kontrollen på at dette er utført ligger hos revisor/enhetens øverste organ. Sikkerheten ivaretas ved at innsender har rolle/rettighet for innsending av årsregnskapet via Altinn, og ved at det bekreftes at årsregnskapet er fastsatt av kompetent organ.

Brønnøysundregistrene, 31.03.2022

Brønnøysundregistrene Postadresse: Postboks 900, 8910 Brønnøysund
Telefon: 75 00 75 00 E-post: firmapost@brreg.no Internett: www.brreg.no
Organisasjonsnummer: 974 760 673

=============================================================================================================================================================================

Organisasjonsnr: 988 376 582 BØEN KRAFT AS

RESULTATREGNSKAP

Beløp i: NOK	Note			2021	2020
RESULTATREKNESKAP
Inntekter
Salgsinntekt			10 528 394		2 710 485
Anna driftsinntekt					24 752
Sum inntekter			10 528 394		2 735 237
Kostnader
Avskrivninger	3		952	600	952 600
Annen driftskostnad	2		3 843	709	1 161 321
Sum kostnader			4 796 309		2 113 921
Driftsresultat			5 732 085		621 316
Finansinntekter og
finanskostnader
Anna renteinntekt			16 725		35 767
Sum finansinntekter			16 725		35 767
Annan rentekostnad			1 142 975		1 183 975
Annen finanskostnad		ო	078 109
Sum finanskostnader			4 221 084		1 183 975
Netto finans			-4 204 359		-1 148 208
Ordinært resultat før
skattekostnad			1 527 726		-526 892
Skattekostnad	7		336 099		-181 915
Ordinært resultat etter
s kattekostnad			1 191 627		-344 977
Årsresultat			1 191 627		-344 977
Overføringar og
disponeringar
Avsatt fra/til annen
egenkapital			1 191 627		-344 977
Sum overføringar og
disponeringar			1 191 627		-344 977

Utskriftsdato 31.03.2022 Organisasjonsnr 988 376 582

Side 1 av 3

=============================================================================================================================================================================

Organisasjonsnr: 988 376 582 BØEN KRAFT AS

BALANSE

Beløp i: NOK	Note			2021			2020
BALANSE - EIGEDELAR
Anleggsmiddel Immaterielle eigedelar
Varige driftsmiddel
Kraftverk Bøen I	3	10	143	000	10	479 400
Kraftverk Bøen II	3	22	603	200	23	180	700
Sum varige driftsmiddel			32 746	200	33	660 100
Finansielle anleggsmiddel Andre langsiktige
fordringer	3	ਜ	681 300			1 720 000
Sum finansielle
anleggsmiddel		न	681	300	त	720	000
Sum anleggsmiddel			34 427	500	35	380 100
Omløpsmiddel Varer
Krav
Kundefordringer	ಕ	ਜ	994	036		307 503
Andre fordringer						101	213
Sum krav		ਜ		994 036		408 716
Bankinnskot, kontantar og liknande
Bankinnskudd		ம	458	490		1 059	9 4 9
Sum bankinnskot,
kontantar og liknande		เก	458 490			1 059 949
Sum omløpsmiddel		7	452	526		1 468 665
SUM EIGEDELAR			41 880 026			36 848 765
BALANSE - EIGENKAPITAL OG GJELD
Eigenkapital
Innskoten eigenkapital
Aksjekapital	5		150	000		150 000
Sum innskoten eigenkapital			150	000		150	000
Opptent eigenkapital
Annen egenkapital		ನ	627	127	1	435	500
Sum opptent eigenkapital		ર્ભ	627	127	ಗ	435	500
Sum eigenkapital	б	2	777 127			1 585 500

Utskriftsdato 31.03.2022 Organisasjonsnr 988 376 582

Side 2 av 3

Gjeld
Langsiktig gjeld
Utsett skatt	7		342 259			357	822
Sum avsetjingar for plikter				342 259		357 822
Anna langsiktig gjeld
Gjeld til
kredittinstitusjonar	8		33 076	920		34 400 000
Sum anna langsiktig gjeld			33 076 920			34 400 000
Sum langsiktig gjeld			33 419 179		34	757 822
Kortsiktig gjeld
Leverandørqjeld			1 157 930			372 587
Betalbar skatt	7		351 662				O
Skyldig offentlige avgifter			1 133 529				42 027
Annen kortsiktig gjeld		ო	040 599			90	830
Sum kortsiktig gjeld		uq	683 720			505 444
Sum gjeld			39 102 899			35 263 266
SUM EIGENKAPITAL OG GJELD			41 880 026			36 848 766

Utskriftsdato 31.03.2022 Organisasjonsnr 988 376 582

Side 3 av 3

Brønnøysundregistrene Årsregnskap regnskapsåret 2021 for 988376582

Organisasjonsnr: 988 376 582 BØEN KRAFT AS NOTEOPPLYSNINGER - SELSKAP - alle poster oppgitt i hele tall Note 1 Reknes kapsprins ipp Årsregnskapet er utarbeidet i samsvar med regnskapsloven og god regnskapsskikk for små foretak. Forutsetning om fortsatt drift er lagt til grunn for årsregnskapet. Note 2 Tal på årsverk i rekneskapsåret 0.00 _ Sum Beløp Note న Varige driftsmiddel og immaterielle eigedelar Anskaffingskost 01.01. Varige driftsmiddel Immaterielle eiged. 42163173.00 Tilganq i året Varige driftsmiddel Immaterielle eiged. 0.00 _Avgang i året Varige driftsmiddel Immaterielle eiged. 0.00 _Anskaffingskost 31.12. Varige driftsmiddel Immaterielle eiged. 42173173.00 Samla av-/nedskriv. Variqe driftsmiddel Immaterielle eiged. 7735673.00 _Balanseført verdi 31.12. Varige driftsmiddel Immaterielle eiged. 34427500.00 Årets av-/nedskriv. Varige driftsmiddel Immaterielle eiged. 952600.00 Anskaffingskost - balanseførte lånekostnader, eigentilvirka anleggsmiddel

Goodwill spesifisert for kvar enkelt verksemdkjøp
Avskrivingsplan for goodwill som er lenger enn fem år - begrunning
Meir om varige driftsmiddel/immaterielle eigedelar
Konsernreknes kap
Morselskapet sitt namn
Forretningskontor for morselskapet
Grunn til at dotterselskap ikkje er tatt med i konsolideringa
_Samla beløp - tilknytt selskap                                                                                                     Fjorårets
_Samla beløp - føretak i samme konsern                                 Fjorårets
_Samla beløp - føretak i samme konsern                                                                                                  Fjorårets
_Samla beløp - felles kontrollert verksemd                      Fjorårets
_Pantstillingar                                                                                                                                                              
                                                                                  Beløp
_Behaldning av eigne aksjar             Tal på aksjar Pålydande     Andel av aksjek.
Note
8
Gjeld
Gjeld som forfell til betaling meir enn fem år etter rekneskapsåret sin slutt
26461520.00
Gjeld som er sikra ved pant eller liknande sikkerheit i eigedelar
33076920.00
Balanseført verdi av dei pantsatte eigedelar
32838088.00
Summen av garantiplikter som ikkje er rekneskapsført
Garantiplikter som er sikra ved pant
Meir om gjeld

ECHAS REVISION AS

STATSAUTORISERT REVISOR Erik Christoffersen

SLEPENDVEIEN 48 1341 SLEPENDEN TLF. 57 80 90 80 ORG.NR. 980 906 965 E-POST: ERIK.CHRISTOFFERSEN (DECHAS.NO

Til generalforsamlingen i Bøen Kraft AS

UAVHENGIG REVISORS BERETNING Uttalelse om revisjonen av årsregnskapet

Konklusjon

Vi har revidert selskapet Bøen Kraft AS' årsregnskap som viser et overskudd på kr 1 191 627. Årsregnskapet består av balanse per 31. desember 2021, resultatregnskap for regnskapsåret avsluttet per denne datoen og noter til årsregnskapet, herunder et sammendrag av viktige regnskapsprinsipper.

Etter vår mening

• · oppfyller årsregnskapet gjeldende lovkrav, og
• gir årsregnskapet et rettvisende bilde av selskapets finansielle stilling per 31. desember 2021 og av dets resultater for regnskapsåret avsluttet per denne datoen i samsvar med regnskapslovens regler og god regnskapsskikk i Norge.

Grunnlag for konklusjonen

Vi har gjennomført revisjonen i samsvar med de internasjonale revisjonsstandardene International Standards on Auditing (ISA-ene). Våre oppgaver og plikter i henhold til disse standardene er beskrevet nedenfor under Revisors oppgaver og plikter ved revisjonen av årsregnskapet. Vi er uavhengige av selskapet slik det kreves i lov, forskrift og International Code of Ethics for Professional Accountants (inkludert internasjonale uavhengjghetsstandarder) utstedt av the International Ethics Standards Board for Accountants (IESBA-reglene), og har overholdt våre øvrige etiske forpliktelser i samsvar med disse kravene. Innhentet revisjonsbevis er etter var vurdering tilstrekkelig og hensiktsmessig som grunnlag for vår konklusion.

Styrets ansvar for årsregnskapet

Styret (ledelsen) er ansvarlig for å utarbeide årsregnskapet og for at det gir et rettvisende bilde i samsvar med regnskapslovens regler og god regnskapsskikk i Norge. Ledelsen er også ansvarlig for slik intern kontroll som den finner nødvendig for å kunne utarbeide et årsregnskap som ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil.

Ved utarbeidelsen av årsregnskapet må ledelsen ta standpunkt til selskapets evne til fortsatt drift og opplyse om forhold av betydning for fortsatt drift. Forutsetningen om fortsatt drift skal legges til grunn for årsregnskapet så lenge det ikke er sannsynlig at virksomheten vil bli avviklet.

MEDLEM AV DEN NORSKE REVISORFORENING

ECHAS REVISJON AS

Revisors oppgaver og plikter ved revisjonen av årsregnskapet

Vårt mål er å oppnå betryggende sikkerhet for at årsregnskapet som helhet ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil, og å avgi en revisjonsberetning som inneholder vår konklusjon. Betryggende sikkerhet er en høy grad av sikkerhet, men ingen garanti for at en revisjon utført i samsvar med ISA-ene, alltid vil avdekke vesentlig feilinformasjon som eksisterer. Feilinformasjon kan oppstå som følge av misligheter eller utilsiktede feil. Feilinformasjon blir vurdert som vesentlig dersom den enkeltvis eller samlet med rimelighet kan forventes å påvirke økonomiske beslutninger som brukerne foretar basert på årsregnskapet.

For revisors oppgaver og plikter se: https://revisorforeningen.no/om-revisjonsberetning-revisors-oppgaver-og-plikter/

SLEPENDEN, 16. februar 2022 Echas Revisjon AS

Cole ( Kanth

Erik Christoffersen Statsautorisert revisor

MEDLEM AV DEN NORSKE REVISORFORENING

ÅRSREGNSKAPET FOR REGNSKAPSÅRET 2020 - GENERELL INFORMASJON

Enheten
Organisasjonsnummer:	988 376 582
Organisasjonsform:	Aksjeselskap
Foretaksnavn:	BØEN KRAFT AS
Forretningsadresse:	Frøyas gate 15
	0273 OSLO
Regnskapsăr
Årsregnskapets periode:	01.01.2020 - 31.12.2020
Konsern
Morselskap i konsern:	Nei
Regnskapsregler
Regler for små foretak benyttet:	Ja
Benyttet ved utarbeidelsen av årsregnskapet til selskapet:	Regnskapslovens alminnelige regler
Årsregnskapet fastsatt av kompetent organ
Bekreftet av representant for selskapet:	Kirsti Nereng
Dato for fastsettelse av årsregnskapet:	05.03.2021

Grunnlag for avgivelse

År 2020: Årsregnskapet er elektronisk innlevert År 2019: Tall er hentet fra elektronisk innlevert årsregnskap fra 2020

Det er ikke krav til at årsregnskapet m.v. som sendes til Regnskapsregisteret er undertegnet. Kontrollen på at dette er utført ligger hos revisor/enhetens øverste organ. Sikkerheten ivaretas ved at innsender har rolle/rettighet for innsending av årsregnskapet via Altinn, og ved at det bekreftes at årsregnskapet er fastsatt av kompetent organ.

Brønnøysundregistrene, 02.11.2022

Resultatregnskap

Beløp i: NOK	Note	2020	2019
RESULTATREKNESKAP
Inntekter
Salsinntekter		2 710 485	6 993 552
Annen inntekt		24 752
Sum inntekter		2 735 237	6 993 552
Kostnader
Avskrivninger	3	952 600	952 600
Annen driftskostnad	2	1 161 321	1 829 941
Sum kostnader		2 113 921	2 782 541
Driftsresultat		621 316	4 211 011
Finansinntekter og finanskostnader
Anna renteinntekt		35 767	75 823
Sum finansinntekter		35 767	75 823
Annan rentekostnad		1 183 975	1 274 843
Sum finanskostnader		1 183 975	1 274 843
Netto finans		-1 148 208	-1 199 020
Ordinært resultat før skattekostnad		-526 892	3 011 991
Skattekostnad	7	-181 915	732 020
Ordinært resultat etter skattekostnad		-344 977	2 279 971
Ărsresultat		-344 977	2 279 971
Overføringar og disponeringar
Ordinært utbytte			1 500 000
Overføring til/frå annan eigenkapital		-344 977	779 971
Sum overføringar og disponeringar		-344 977	2 279 971

Balanse

Beløp i: NOK	Note	2020	2019
BALANSE - EIGEDELAR
Anleggsmiddel
Immaterielle eigedelar
Varige driftsmiddel
Kraftverk Bøen I	3	10 479 400	10 815 800
Kraftverk Bøen II	3	23 180 700	23 758 200
Sum varige driftsmiddel		33 660 100	34 574 000
Finansielle anleggsmiddel
Andre langsiktige fordringer	3	1 720 000	1 758 700
Sum finansielle anleggsmiddel		1 720 000	1 758 700
Sum anleggsmiddel		35 380 100	36 332 700
Omløpsmiddel
Varer
Krav
Kundefordringer		307 503	969 304
Andre fordringer		101 213
Sum krav		408 716	969 304
Bankinnskot, kontantar og liknande
Bankinnskudd		1 059 949	4 512 330
Sum bankinnskot, kontantar og liknande		1 059 949	4 512 330
Sum omløpsmiddel		1 468 665	5 481 634
SUM EIGEDELAR		36 848 765	41 814 334

BALANSE - EIGENKAPITAL OG GJELD

Eigenkapital Innskoten eigenkapital

Balanse

Beløp i: NOK	Note	2020	2019
Aksjekapital	ર	150 000	150 000
Sum innskoten eigenkapital		150 000	150 000
Opptent eigenkapital
Annen egenkapital		1 435 500	1 780 477
Sum opptent eigenkapital		1 435 500	1 780 477
Sum eigenkapital	6	1 585 500	1 930 477
Gjeld
Langsiktig gjeld
Utsett skatt	7	357 822	438 524
Sum avsetjingar for plikter		357 822	438 524
Anna langsiktig gjeld
Gjeld til kredittinstitusjonar	8	34 400 000	35 788 210
Sum anna langsiktig gjeld		34 400 000	35 788 210
Sum langsiktig gjeld		34 757 822	36 226 734
Kortsiktig gjeld
Leverandørgjeld		372 587	516 034
Betalbar skatt	7		679 783
Skyldig offentlige avgifter		42 027	92 390
Utbytte			1 500 000
Annen kortsiktig gjeld		90 830	868 916
Sum kortsiktig gjeld		505 444	3 657 123
Sum gjeld		35 263 266	39 883 857
SUM EIGENKAPITAL OG GJELD		36 848 766	41 814 334

=== Brønnøysundregistrene

ARSREGNSKAP FOR REGNSKAPSARET 2020 - GENERELL INFORMASJON

Journalnummer:	2021 237137
Enheten Orqanisasjonsnummer: Organisasjonsform: Foretaksnavn : Forretningsadresse:	988 376 582 Aksjeselskap BØEN KRAFT AS Østre vei 26B 1397 NESØYA
Regnskapsår Arsregnskapets periode:	01.01.2020 - 31.12.2020
Konsern Morselskap i konsern:	Ne i
Regnskapsregler Regler for små foretak benyttet: Benyttet ved utarbeidelsen av årsregnskapet til selskapet:	Ja Regnskapslovens alminnelige regler

Arsregnskapet fastsatt av kompetent organ

Bekreftet av representant for selskapet : Kirsti Nere
Dato for fastsettelse av årsregnskapet: 05.03.2021 Kirsti Nereng

Grunnlag for avgivelse

År 2020: Årsregnskap er elektronisk innlevert. År 2019: Tall er hentet fra elektronisk innlevert årsregnskap fra 2020.

Det er ikke krav til at årsregnskapet m.v. som sendes til Regnskapsregisteret er undertegnet. Kontrollen på at dette er utført ligger hos revisor/enhetens øverste organ. Sikkerheten ivaretas ved at innsender har rolle/rettighet for innsending av årsregnskapet via Altinn, og ved at det bekreftes at årsregnskapet er fastsatt av kompetent organ.

Brønnøysundregistrene, 22.05.2021

Brønnøysundregistrene Postadresse: Postboks 900, 8910 Brønnøysund
Telefon: 75 00 75 00 E-post: firmapost@brreg.no Internett: www.brreg.no
Organisasjonsnummer: 974 760 673

=============================================================================================================================================================================

Organisasjonsnr: 988 376 582 BØEN KRAFT AS

RESULTATREGNSKAP

Beløp i: NOK	Note		2020		2019
RESULTATREKNESKAP
Inntekter
Salsinntekter		2 710 485		6 993 552
Annen inntekt		24	752
Sum inntekter		2 735 237		6 993 552
Kostnader
Avskrivninger	3		952 600	952 600
Annen driftskostnad	2	1 161	321	1 829 941
Sum kostnader		ଧ	113 921	2 782 541
Driftsresultat			621 316	4 211 011
Finansinntekter og
finanskostnader
Anna renteinntekt		35	767	75 823
Sum finansinntekter			35 767	75 823
Annan rentekostnad		1 183 975		1 274 843
Sum finanskostnader		ਜ	183 975	1 274 843
Netto finans		-1 148 208		-1 199 020
Ordinært resultat før
s kattekos tnad		-526	892	3 011 991
Skattekostnad	7	-181	ਰੇ 15	732 020
Ordinært resultat etter
s kattekostnad		-344 977		2 279 971
Årsresultat		-344 977		2 279 971
Overføringar og
disponeringar
Ordinært utbytte				1 500 000
Overføring til/frå annan
eigenkapital		-344 977		779 971
Sum overføringar og
disponeringar		-344 977		2 279 971

Utskriftsdato 22.05.2021 Organisasjonsnr 988 376 582

Side 1 av 3

=============================================================================================================================================================================

Organisasjonsnr: 988 376 582 BØEN KRAFT AS

BALANSE

Beløp i: NOK	Note			2020			2019
BALANSE - EIGEDELAR
Anleggsmiddel Immaterielle eigedelar
Varige driftsmiddel
Kraftverk Bøen I	3	10	479	400	10	815	800
Kraftverk Bøen II	3	23	180	700	23	758	200
Sum varige driftsmiddel		33	୧୧୦	100	34	574	000
Finansielle anleggsmiddel Andre langsiktige
fordringer	3		1 720 000			1 758 700
Sum finansielle anleggsmiddel			1 720	000		1 758 700
Sum anleggsmiddel			35 380	100	36	332 700
Omløpsmiddel Varer
Krav
Kundefordringer			307	503			969 304
Andre fordringer			101	213
Sum krav			408	716			969 304
Bankinnskot, kontantar og liknande
Bankinnskudd			1 059	9 4 9		4 512 330
Sum bankinnskot, kontantar og liknande		न	059	ਹੈ ਕੇ ਉ		4 512 330
Sum omløpsmiddel			1 468	୧୧୮	5	481	634
SUM EIGEDELAR			36 848	765		41 814 334
BALANSE - ETGENKAPITAL OG GJELD
Eigenkapital
Innskoten eigenkapital
Aksjekapital	5		150	000			150 000
Sum innskoten eigenkapital			150	000		150	000
Opptent eigenkapital
Annen egenkapital		-	435	500	1	780	477
Sum opptent eigenkapital		ਜ	4 3 5	500	ત	780	477
Sum eigenkapital	ഉ		1 585 500			1 930 477

Utskriftsdato 22.05.2021 Organisasjonsnr 988 376 582

Side 2 av 3

Gjeld
Langsiktig gjeld
Utsett skatt	7		357	822			438 524
Sum avsetjingar for plikter			357	822			438 524
Anna langsiktig gjeld
Gjeld til
kredittinstitusjonar	8			34 400 000	35	788 210
Sum anna langsiktig gjeld				34 400 000		35 788 210
Sum langsiktig gjeld			34 757	822		36 226 734
Kortsiktig gjeld
Leverandørgjeld			372	587		516	034
Betalbar skatt	7					679	783
Skyldig offentlige avgifter			42	027		92	390
Utbytte						1 500 000
Annen kortsiktig gjeld			90	830		868	916
Sum kortsiktig gjeld			505	4 4 4		3 657 123
Sum gjeld		35		263 266	39	883 857
SUM EIGENKAPITAL OG GJELD				36 848 766	ব 1	814 334

Utskriftsdato 22.05.2021 Organisasjonsnr 988 376 582

Side 3 av 3

=============================================================================================================================================================================

Organisasjonsnr: 988 376 582 BØEN KRAFT AS

NOTEOPPLYSNINGER - SELSKAP

• alle poster oppgitt i hele tall

Note 1

Reknes kapsprins ipp

Årsregnskapet er satt opp etter regnskapsloven. Regnskapsreglene for små foretak er fulgt.

Note 5

Tal på aksjar og aksjeeigarar

Aksjeklasse	Ant. aksjar	Pålydande	Bokførd verdi
Ordinære aksjer	150000.00	1.00	150000.00
Aksjeeiqare - fritekst	Antall	Eiqarpart	Aksieklasse
BNVannkraft AS	75000.00	50.00%	Ordinære aksjer
Leif Morten Gilje	22500.00	15.00%	Ordinære aksjer
Kambo Enerqi AS	22500.00	15.00%	Ordinære aksjer
KHV Holding AS	22500.00	15.00%	Ordinære aksjer
Vidar Øvrevik AS	7500.00	5.00%	Ordinære aksjer
Sum	Sum antall	Sum eigarnart

Styremedlemmene eier indirekte aksjene gjennom sine aksjeselskaper.

150000.00

100.00%

Note
2
Lønn og ytingar
 Note
2
Ytingar til leiande personer
Er det gitt ytingar til leiande  person: Nei
Ytingar til dagleg leiar
_Ytingar                                                                                                                                                                     
                                                       Lønn              Pensj.plikt  Andre godtgj.

 Note
2

Ytingar til andre leiande personer

Nødvendig administrasjon og tilsyn med kraftstasjonene utføres av selskapets tillitsvalgte og faktureres for medgått tid gjennom de respektives selskaper.

Note ଥ ।

Ytingar til revisjon

Revision	Arets	Fiorårets
	31940.00	28720.00
Andre tenester	Arets	Fiorårets
	13200 - 00	11287.00
Sum qodtqjersle til revisor	Arets	Fiorårets
	45140.00	40007.00

Note

2

Antall årsverk i regnskapsåret

Verksemda har hatt følgjende tal på årsverk: 0.00

Note

Lån og sikkerheitsstilling til leiande personar

Er det gitt lån eller sikkerheitsstilling til leiande personar: Nei

Note 7

Skattekostnad

Resultatført skatt på ordinært resultat

Betalbar skatt	Arets	Fiorårets
	-101213.00	679783.00
Endringer i utsett skattefordel	Arets	Fiorårets
	-80702 - 00	52237.00
Skattekostnad ordinært resultat	Arets	Fiorårets

-181915.00

-101213.00 679783.00

732020.00

Skattepliktig inntekt
Ordinært resultat før skatt	Arets	Fjorårets
	-526893.00	3011991.00
Permanente forskjellar	Arets	Fjorårets
		15375.00
Endring i mellombelse forskjellar	Arets	Fjorårets
	66831.00	62555.00
Skattepliktiq inntekt	Arets	Fiorårets
	460061.00	3089921.00
Betalbar skatt i balansen
Betalbar skatt på årets resultat	Årets	Fiorårets
	-101213.00	679783.00
Sum betalbar skatt i balansen	årets	Fiorårets

Note 7

Mellombelse forskjellar - utsett skatt/skattefordel

Anleqqsmiddel	Startdato	Sluttdato	Endring
	234594.00	-93538.00	28131.00
Andre forskjellar	Startdato	Sluttdato	Endring
	1758700 . 00	1720000.00	38700.00
Sum mellombelse forski.	Startdato	Sluttdato	Endring
	1993294 . 00	1626462.00	366832.00
Utsett skattefordel 31.12. Startdato		Sluttdato	Endring
	438524.00	357822.00	80702 . 00

Note

8

Pantstillingar og garantiar m.v.

Gjeld til kredittinstitusjonar	Arets	Fiorårets
	34400000.00 35788210.00
Sum qield	Arets	Fiorårets
	34400000.00 35788210.00
Bal.ført verdi, eiged.pants.for eiga qjeld Árets		Fiorårets

35687603.00 37302004.00
Selskapets langsiktige gjeld har en avtalt løpetid på 5 år.
Restgjeld om 2 år er beregnet til 32 millioner. Selskapet har ingen
bundne bankkonti.
Note
3
Varige driftsmiddel/anleggsmiddel
Driftslausøyre, inventar o.l. er forkortet til: "Drift/inv"
Maskiner og anlegg er forkortet til: "Mask/anl"
Tomter, bygninger og anna fast eigedom er forkortet til: "T/B/AFE"
_Anskaff. kost 01.01.  Drift/inv  Mask/anl   T/B/AFE    Sum
                                          40269073.0
                                          0
_Anskaff. kost 31.12.  Drift/inv  Mask/anl   T/B/AFE    Sum
                                          40269073.0
                                          0
Akk.av-/nedskr.01.01. Drift/inv  Mask/anl   T/B/AFE    Sum
                                          5695073.00
Akk.av-/nedskr.31.12. Drift/inv  Mask/anl   T/B/AFE    Sum
                                          6608973.00
_Bal.ført verdi 31.12. Drift/inv  Mask/anl   T/B/AFE    Sum
                                          33660100.0
                                          o
_Årets av-/nedskriv.   Drift/inv  Mask/anl   T/B/AFE    Sum
                                          913900.00
_Økonomisk  levetid    Drift/inv  Mask/anl   T/B/AFE
                                          20-66 år
Det er i tillegg kostnadsført anleggsbidrag med 38 700
Note
 ୧
Eigenkapital
Aksjekapital er forkortet til: "Aksjekap"
Anna innskoten eigenkapital er forkortet til: "A.innsk.EK"
_Eigenkap. 31.12. førre år   Aksjekap
                                                 Overkurs                                                                                                                                                                      
                                   150000.00
_Eigenkapital 01.01.

	150000.00
Eiqenkapital 31.12.	Aksjekap 150000.00	Overkurs	A. innsk. EK
Eigenkapital
Opptent eigenkapitaler forkortet til: "Opptj.EK"
Eiqenkapital 31.12. førre å Opptj.EK Udekt tap Sum	1780477.00
Eigenkapital 01.01.	1780477.00	Udekt tap Sum
Årsresultat	Opptj.EK -344977.00	Udekt tap Sum
Eiqenkapital 31.12.	Opptj.EK 1435500 . 00	Udekt tap Sum

ECHAS REVISJON AS

STATSAUTORISERT REVISOR ERIK CHRISTOFFERSEN

5 гесьгоссии 48 13d" Scheenes 7 * 37 80 00 50 ORDAR. BBU 900 955 PHPOTT ERIK.CHRISTOFFEBRENGENZECHAS.NO

UAVHENGIG REVISORS BERETNING Til generalforsamlingen i Bøen Kraft A5

Uttalelse om revisjonen av årsregnskapet

Konklusjon

Vi har revidert selskapet Bøen Kraft AS' årsregnskap som viser et underskudd på kr 344 977. Årsregnskapet består av balanse per 31. desember 2020, resultatregnskap for regnskapsåret avsluttet per denne datoen og noter till årsregnskapet, herunder et sammendrag av viktige regnskapsprinsipper.

Etter vår mening er det medfølgende årsregnskapet avgitt i samsvar med lov og forskrifter og gir et rettvisende bilde av selskapets linansielle stilling per 31. desember 2020, og av dets resultater for regnskapsåret avsluttet per denne datoen i samsvar med regnskapsløvens regler og god regnskapsskikk i Norge.

Grunnlag for konklusjonen

Vi har gjennomført revisjonen i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder de internasjonale revisjonsstandardene (ISA-ene). Våre oppgaver og plikter i henhold til disse standardiene er beskrevet i Revisors oppgaver og pilkter ved revisjon av årsregnskapet. Vi er uavhengige av selskapet slik det kreves i lov og forskrift, og har overholdt våre øvrige eliske forpliktelser i samsvar med disse kravene. Etter var oppfatning er innhentet revisjonsbevis tilstrekkelig og hensiktsmessig som grunnlag for var konklusjon.

Styrets ansvar for årsregnskapet

Styret (ledelsen) er ansvarlig for å utarbeide årsregnskapet i samsvar med lov og forskrifter, herunder for at det gir et rettvisende bilde i samsvar med regnskapslovens regler og god regnskapsskikk i Norge. Ledelsen er også ansvarlig for slik intern kontroll som den finner nødvendig for å kunne utarbeide et årsregnskap som lkke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil.

Ved utarbeidelsen av ärsregnskapet må ledelsen ta standpunkt til selskapets evne til fortsatt drift og opplyse om forhold av betydning for fortsatt drift. Forutsetningen om fortsatt drift skal legges til grunn for årsregnskapet så lenge det ikke er sannsynlig at virksomheten vil bli avviklet.

MEDLEN AV DEN NORSKE REVISORFORENING

ECHAS REVISJON AS

Revisors oppgaver og plikter ved revisjonen av årsregnskapet

Vårt mål er å oppnå betryggende sikkerhet for at årsregnskapet som helhet ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil, og å avgi en revisjonsberetning som inneholder vår konklusjon. Betryggende sikkerhet er en høy grad av sikkerhet, men ingen garanti for at en revisjon utført i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder ISA-ene, alltid vil avdekke vesentlig feilinformasjon som eksisterer. Feilinformasjon kan oppstå som følge av misligheter eller utilsiktede feil. Feilinformasjon blir vurdert som vesentlig dersom den enkeltvis eller samlet med rimelighet kan forventes å påvirke økonomiske beslutninger som brukerne foretar basert på årsregnskapet.

For videre beskrivelse av revisors oppgaver og plikter vises det til https://sevisorforeningen.no/revisionsberetninges

Uttalelse om øvrige lovmessige krav

Konklusjon om registrering og dokumentasjon

Basert på vår revisjon av årsregnskapet som beskrevet ovenfor, og kontrollhandlinger vi har funnet nødvendig i henhold til internasjonal standard for attestasjonsoppdrag (ISAE) 3000 «Attestasjonsoppdrag som ikke er revisjon eller forenklet revisorkontroll av historisk finansiell informasjon», mener vi at ledelsen har oppfylt sin plikt till å sørge for ordentlig og oversiktlig registrering og dokumentasjon av selskapets regnskapsopplysninger i samsvar med løv og god bokføringsskikk i Norge.

Slependen, 25. februar 2021 Echas Revisjon AS

Erik Christofferser Statsautorisert revisor

MEDLEM AV DEN NORSKE REVISORFÖRENING

ÅRSREGNSKAPET FOR REGNSKAPSÅRET 2019 - GENERELL INFORMASJON

Enheten
Organisasjonsnummer:	988 376 582
Organisasjonsform:	Aksjeselskap
Foretaksnavn:	BØEN KRAFT AS
Forretningsadresse:	Frøyas gate 15
	0273 OSLO
Regnskapsăr
Arsregnskapets periode:	01.01.2019 - 31.12.2019
Konsern
Morselskap i konsern:	Nei
Regnskapsregler
Regler for små foretak benyttet:	Ja
Benyttet ved utarbeidelsen av årsregnskapet til selskapet:	Regnskapslovens alminnelige regler
Årsregnskapet fastsatt av kompetent organ
Bekreftet av representant for selskapet:	Kirsti Nereng
Dato for fastsettelse av årsregnskapet:	27.05.2020

Grunnlag for avgivelse

År 2019: Årsregnskapet er elektronisk innlevert År 2018: Tall er hentet fra elektronisk innlevert årsregnskap fra 2019

Det er ikke krav til at årsregnskapet m.v. som sendes til Regnskapsregisteret er undertegnet. Kontrollen på at dette er utført ligger hos revisor/enhetens øverste organ. Sikkerheten ivaretas ved at innsender har rolle/rettighet for innsending av årsregnskapet via Altinn, og ved at det bekreftes at årsregnskapet er fastsatt av kompetent organ.

Brønnøysundregistrene, 02.11.2022

Resultatregnskap

Beløp i: NOK	Note	2019	2018
RESULTATIREKNESKAP
Inntekter
Salgsinntekt		6 993 552	8 073 081
Sum inntekter		6 993 552	8 073 081
Kostnader
Avskrivning av driftsmidler	3	952 600	952 600
Annen driftskostnad	2	1 829 941	2 147 227
Sum kostnader		2 782 541	3 099 827
Driftsresultat		4 211 011	4 973 254
Finansinntekter og finanskostnader
Anna renteinntekt		75 823	40 547
Sum finansinntekter		75 823	40 547
Annan rentekostnad		1 274 843	1 326 144
Sum finanskostnader		1 274 843	1 326 144
Netto finans		-1 199 020	-1 285 597
Ordinært resultat før skattekostnad		3 011 991	3 687 657
Skattekostnad	7	732 020	830 630
Ordinært resultat etter skattekostnad		2 279 971	2 857 027
Årsresultat		2 279 971	2 857 027
Overføringar og disponeringar
Ordinært utbytte		1 500 000	2 750 000
Avsatt til annen egenkapital		779 971	107 027
Sum overføringar og disponeringar		2 279 971	2 857 027

Balanse

Beløp i: NOK	Note	2019	2018
BALANSE - EIGEDELAR
Anleggsmiddel
Immaterielle eigedelar
Varige driftsmiddel
Kraftverk Bøen I	3	10 815 800	11 152 200
Kraftverk Bøen II	3	23 758 200	24 335 700
Sum varige driftsmiddel		34 574 000	35 487 900
Finansielle anleggsmiddel
Andre langsiktige fordringer	3	1 758 700	1 797 400
Sum finansielle anleggsmiddel		1 758 700	1 797 400
Sum anleggsmiddel		36 332 700	37 285 300
Omløpsmiddel
Varer
Krav
Kundefordringer		969 304	763 006
Sum krav		969 304	763 006
Bankinnskot, kontantar og liknande
Bankinnskudd		4 512 330	6 181 571
Sum bankinnskot, kontantar og liknande		4 512 330	6 181 571
Sum omløpsmiddel		5 481 634	6 944 577
SUM EIGEDELAR		41 814 334	44 229 877

Eigenkapital Innskoten eigenkapital Aksjekapital 5 150 000 150 000

Balanse

Beløp i: NOK	Note	2019	2018
Sum innskoten eigenkapital		150 000	150 000
Opptent eigenkapital
Annen egenkapital		1 780 477	1 000 506
Sum opptent eigenkapital		1 780 477	1 000 506
Sum eigenkapital	6	1 930 477	1 150 506
Gjeld
Langsiktig gjeld
Utsett skatt	7	438 524	386 387
Sum avsetjingar for plikter		438 524	386 387
Anna langsiktig gjeld
Gjeld til kredittinstitusjonar	8	35 788 210	37 226 653
Sum anna langsiktig gjeld		35 788 210	37 226 653
Sum langsiktig gjeld		36 226 734	37 613 040
Kortsiktig gjeld
Leverandørgjeld		516 034	522 668
Betalbar skatt	7	679 783	861 281
Skyldig offentlige avgifter		92 390	95 782
Utbytte		1 500 000	2 750 000
Annen kortsiktig gjeld		868 916	1 236 400
Sum kortsiktig gjeld		3 657 123	5 466 431
Sum gjeld		39 883 857	43 079 471
SUM EIGENKAPITAL OG GIELD		41 814 334	44 229 977

=== Brønnøysundregistrene

	ARSREGNSKAP FOR REGNSKAPSARET 2019 - GENERELL INFORMASJON

Journalnummer :	2020 452714
Enheten Organisasjonsnummer : Organisasjonsform : Foretaksnavn : Forretningsadresse :	988 376 582 Aksjeselskap BØEN KRAFT AS Østre vei 26B 1397 NESØYA
Regnskapsar Arsreqnskapets periode:	01.01.2019 - 31.12.2019
Konsern Morselskap i konsern:	Nei
Regnekapsregler Regler for små foretak benyttet: Benyttet ved utarbeidelsen av årsregnskapet til selskapet :	Ja Regnskapslovens alminnelige regler

Areregnskapet fastsatt av kompetent organ

Bekreftet av representant for selskapet : Kirsti Nere Kirsti Nereng

Grunnlag for avgivelse

år 2019: Årsregnskap er elektronisk innlevert. år 2018: Tall er hentet fra elektronisk innlevert årsregnskap fra 2019.

Det er ikke krav til at årsregnskapet m.v. som sendes til Regnskapsregisteret er undertegnet. Kontrollen på at dette er utført ligger hos revisor/enhetens øverste organ. Sikkerheten ivaretas ved at innsender har rolle/rettighet for innsending av årsregnskapet via Altinn, og ved at det bekreftes at årsregnskapet er fastsatt av kompetent organ.

Brønnøysundregistrene, 18.06.2020

Brønnøysundregistrene Postadresse: Postboks 900, 8910 Brønnøysund Telefoner. Opplysningstelefonen 75 00 75 00 Administrasjonen 75 00 75 09 Telefaks 75 00 75 05 E-post: firmapost@brreg.no Internett: www.brreg.no
Organisasjonsnummer: 974 760 673

=============================================================================================================================================================================

Organisasjonenr: 988 376 582 BØEN KRAFT AS

RESULTATREGNSKAP

Beløp i: NOK	Note	2019	2018
RESULTATREKNESKAP
Inntekter
Salgsinntekt	്	993 552	8 073 081
Sum inntekter	6	993 552	073 081 0
Kostnader
Avskrivning av driftsmidler 3		600 952	952 600
Annen driftskostnad	2	1 829 941	2 147 227
Sum kostnader		2 782 541	3 099 827
Driftsresultat		4 211 011	4 973 254
Finansinntekter og
finanskostnader
Anna renteinntekt		75 823	40 547
Sum finansinntekter		75 823	40 547
Annan rentekostnad		1 274 843	1 326 144
Sum finanskostnader		1 274 843	1 326 144
Netto finans		-1 199 020	-1 285 597
Ordinært resultat før
skattekostnad		3 011 991	3 687 657
Skattekostnad	7	732 020	830 630
Ordinært resultat etter
ekattekostnad		2 279 971	2 857 027
Åreresultat		2 279 971	2 857 027
Overføringar og
disponeringar
Ordinært utbytte		1 500 000	2 750 000
Avsatt til annen
eqenkapital		779 971	107 027
Sum overføringar og
disponeringar		2 279 971	2 857 027

Utskriftsdato 18.06.2020 Organisasjonsnr 988 376 582

Side 1 av 3

Organisasjonenr: 988 376 582 BØEN KRAFT AS

BALANSE

Beløp i: NOK	Note			2019			2018
BALANSE - EIGEDELAR
Anleggemiddel Immaterielle eigedelar
Varige driftømiddel Kraftverk Bøen I Kraftverk Bøen II Sum varige driftømiddel	3 3	10 23 ਤੇ ਕੇ	815 758 574	800 200 000	11 24 35	152 335 487	200 700 900
Finansielle anleggemiddel Andre langsiktige fordringer	3	1	758 700			1 797 400
Sum finansielle anleqqemiddel		1	758 700			1 797 400
Sum anleggemiddel		36	332	700	37	285 300
Omløpsmiddel Varer
Krav Kundefordringer Sum krav			ਰੇ ਦੇ ਹੋ 969	304 304		763 763	006 006
Bankinnskot, kontantar og liknande Bankinnskudd		ব	512	330	e	181 571
Sum bankinnskot, kontantar og liknande		ব	512 330		6	181 571
Sum omløpømiddel			5 481 634		6	944 577
SUM EIGEDELAR			41 814 334			44 229 877
BALANSE - EIGENKAPITAL OG GJELD
Eigenkapital Innskoten eigenkapital Aksjekapital Sum innskoten eigenkapital	5		150 150	000 000		150	000 150 000
Opptent eigenkapital Annen egenkapital Sum opptent eigenkapital		1 -	780 780	477 477	1 n	000 000	506 506
Sum eigenkapital	6		1 930 477				1 150 506

Utskriftsdato 18.06.2020 Organisasjonsnr 988 376 582

Side 2 av 3

Gjeld
Langsiktig gjeld
Utsett skatt	7		438	524		386 387
Sum avsetjingar for plikter Anna langsiktig gjeld Gjeld til			438	524		386 387
kredittinstitusjonar	8		35 788	210	37	226 653
Sum anna langsiktig gjeld			35 788 210			37 226 653
Sum langsiktig gjeld		36	226 734		37	613 040
Kortsiktig gjeld
Leverandørgjeld			516	034		522	668
Betalbar skatt	7		679 783			861 581
Skyldig offentlige avgifter			92	390			95 782
Utbytte		-	500 000		2	750 000
Annen kortsiktig gjeld			868	916		1 236 400
Sum kortsiktig gjeld			3 657 123		5	466 431
Sum gjeld		3 d	883	857	43	079 471
SUM EIGENKAPITAL OG GJELD		41	814 334		44	229 977

Utskriftsdato 18.06.2020 Organisasjonsnr 988 376 582

Side 3 av 3

=============================================================================================================================================================================

Organisasjonenr: 988 376 582 BØEN KRAFT AS

NOTEOPPLYSNINGER - SELSKAP

• alle poster oppgitt i hele tall

Note 1

Rekneskapsprinsipp

Årsregnskapet er satt opp etter regnskapsloven. Regnskapsreglene for små foretak er fulgt. Forutsetning om fortsatt drift er lagt til grunn for årsregnskapet.

Note 5

Tal på aksjar og aksjeeigarar

Aksjeklasse	Ant. aksjar	Pålydande	Bokførd verdi
Ordinære aksjer	150000.00	1.00	150000.00
Aksjeeiqare - fritekst	Antall	Eiqarpart	Aksieklasse
BNVannkraft ਸੰਤ	75000.00	50.00%	Ordinære aksjer
Leif Morten Gilje	22500.00	15.00%	Ordinære aksjer
Kambo Energi AS	22500 00	15.00%	Ordinære aksjer
Holding AS KHV	22500.00	15.00%	Ordinære aksjer
Vidar Øvrevik AS	7500.00	5.00%	Ordinære aksjer
Sum	Sum antall	Sum eiqarpart

150000.00 100 . 00%

Styremedlemmene eier indirekte aksjene gjennom sine aksjeselskaper.

Note 2

Ytingar til leiande personer Er det gitt ytingar til leiande person: Nei

Ytingar til dagleg leiar

Ytingar

Lønn Pensj.plikt Andre godtaj.

Note

2

Ytingar til revisjon

Revision	Arets	Fiorårets
	28720.00	36913.00
Andre tenester	Arets	Fiorårets
	11287.00	13125.00
Sum qodtqjersle til revisor	Arets	Fjorårets
	40007.00	50038.00

Beløpene er eksklusive merverdiavgift.

Note 2

Antall årsverk i regnøkapøåret

Verksemda har hatt følgjende tal på årsverk: 0.00

Note

Lån og sikkerheitøstilling til leiande personar

Er det gitt lån eller sikkerheitsstilling til leiande personar: Nei

Note

7

Skattekostnad

Resultatført økatt på ordinært resultat

Betalbar skatt	Årets	Fjorårets
	679783.00	861581.00
Endringer i utsett skattefordel	Arets	Fiorårets
	52237.00	-30950.00
Skattepliktig inntekt
Ordinært resultat før skatt	Arets	Fjorårets
	3011991.00	3687657.00
Permanente forskjellar	Arets	Fiorårets
	15375.00	123.00
Endring i mellombelse forskjellar	Årets	Fjorårets
	62555.00	58226.00
Betalbar skatt i balansen
Betalbar skatt på årets resultat	Årets	Fjorårets

679783.00 861581.00

Note 7

Mellombeløe forskjellar - utøett økatt/økattefordel

Anleqqsmiddel	Startdato	Sluttdato	Endring
	-41551.00	234594.00
Andre forskjellar	Startdato	Sluttdato	Endring
	1797400.00	1758700.00

Note റ്റ

Gjeld

Avsetting for pliktar er forkortet til: "Ave.plikt"

Anna langsiktig gjeld er forkortet til: "A.L.gjeld"

Kortøiktig gjeld er forkortet til: "K. gjeld"

_Gjeld forfell etter > 5 år Avs.plikt A.L.gjeld K. aield 33000000.00

Bal.ført verdi.pants.eiged. Avs.plikt A.L.gjeld K. gield 37302004.00

Selskapets langsiktige gjeld har en avtalt gjenværende løpetid på 2 år med en låneprofil på totalt 30 år. Restgjeld om to år er beregnet til 33 millioner.

Note 8

Pantstillingar og garantiar m.v.

Gjeld til kredittinstitusjonar	Arets	Fjorårets
	35788210.00	37226653.00
Bal.ført verdi,eiqed.pants.for eiga qjeld Arets		Fiorårets
	37302004 . 00	38048306.00
Note 3
Varige driftømiddel/anleqqemiddel

Driftølausøyre, inventar o.l. er forkortet til: "Drift/inv"

Maskiner og anlegg er forkortet til: "Maek/anl"
Tomter, bygninger og anna fast eigedom er forkortet til: "T/B/AFE"
Anskaff. kost 01.01. Drift/inv Mask/anl T/B/AFE Sum
		40269073.0
		O
Tilqanq i året
		0.00
Avqanq i året Drift/inv Mask/anl T/B/AFE Sum		0.00
Akk.av-/nedskr.01.01. Drift/inv Mask/anl T/B/AFE Sum
		4781173.00
Akk.av-/nedskr.31.12. Drift/inv Mask/anl T/B/AFE Sum
		5694073.00
Årets av-/nedskriv. Drift/inv Mask/anl T/B/AFE Sum		913900.00
Økonomisk levetid Drift/inv Mask/anl T/B/AFE
		20-66 år
Anleggsbidrag er avskrevet med 38 700 i 2019
Note
ട്
Eigenkapital
Akøjekapital er forkortet til: "Aksjekap"
Anna innskoten eigenkapital er forkortet til: "A.innek.EK"
Eigenkap. 31.12. førre år Aksjekap Overkurs A.innsk.EK		150000.00
Eigenkapital
Opptent eigenkapitaler forkortet til: "Opptj.EK"
Eiqenkapital 31.12. førre å Opptj.EK Udekt tap Sum		100506.00
Årsresultat		Opptj.EK	Udekt tap Sum
		2279971.00
Avs.utbytte/forv.utb. (IFRS) Oppt.EK Udekt tap Sum
		-1500000.00

ECHAS REVISION AS

STATSAUTORISERT REVISOR Frik Christoffreersen

SI EPENDVEIEN 48 ERRY CLEGENDEN Tir. 67 80 90 80 ORG.NR. 930 906 965 E-POST: ERIK.CHRISTOFFERSEN(@ECHAS.NO

Til generalforsamlingen i Bøen Kraft AS

UAVHENGIG REVISORS BERETNING

Uttalelse om revisjonen av årsregnskapet Konklusion

Vi har revidert selskapet Bøen Kraft AS' årsregnskap som viser et overskudd på kr 2 279 971. Årsregnskapet består av balanse per 31. desember 2019, resultatregnskap for regnskapsåret avsluttet per denne datoen og noter til årsregnskapet, herunder et sammendrag av viktige regnskapsprinsipper.

Etter vår mening er det medfølgende årsregnskapet avgitt i samsvar med lov og forskrifter og gir et rettvisende bilde av selskapets finansielle stilling per 31. desember 2019, og av dets resultater for regnskapsåret avsluttet per denne datoen i samsvar med regnskapslovens regler og god regnskapsskikk i Norge.

Grunnlag for konklusjonen

Vi har gjennomført revisjonen i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder de internasjonale revisjonsstandardene (ISA-ene). Våre oppgaver og plikter i henhold til disse standardene er beskrevet i Revisors oppgaver og plikter ved revision av årsreanskapet. Vi er uavhengige av selskapet slik det kreves i lov og forskrift, og har overholdt våre øvrige etiske forpliktelser i samsvar med disse kravene. Etter vår oppfatning er innhentet revisjonsbevis tilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon.

Styrets ansvar for årsregnskapet

Styret (ledelsen) er ansvarlig for å utarbeide årsregnskapet i samsvar med lov og forskrifter, herunder for at det gir et rettvisende bilde i samsvar med regnskapslovens regler og god regnskapsskikk i Norge. Ledelsen er også ansvarlig for slik intern kontroll som den finner nødvendig for å kunne utarbeide et årsregnskap som ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil.

Ved utarbeidelsen av årsregnskapet må ledelsen ta standpunkt til selskapets evne til fortsatt drift og opplyse om forhold av betydning for fortsatt drift. Forutsetningen om fortsatt drift skal legges til grunn for årsregnskapet så lenge det ikke er sannsynlig at virksomheten vil bli avviklet.

Medlem av Den norske Revisorforening

ECHAS REVISJON AS

Revisors oppgaver og plikter ved revisjonen av årsregnskapet

Vårt mål er å oppnå betryggende sikkerhet for at årsregnskapet som helhet ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil, og å avgi en revisjonsberetning som inneholder vår konklusjon. Betryggende sikkerhet er en høy grad av sikkerhet, men ingen garanti for at en revisjon utført i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder ISA-ene, alltid vil avdekke vesentlig feilinformasjon som eksisterer. Feilinformasjon kan oppstå som følge av misligheter eller utilsiktede feil. Feilinformasjon blir vurdert som vesentlig dersom den enkeltvis eller samlet med rimelighet kan forventes å påvirke økonomiske beslutninger som brukerne foretar basert på årsregnskapet.

For videre beskrivelse av revisors oppgaver og plikter vises det til https://revisorforeningen.no/revisjonsberetninger

Uttalelse om øvrige lovmessige krav

Konklusjon om registrering og dokumentasjon

Basert på vår revisjon av årsregnskapet som beskrevet ovenfor, og kontrollhandlinger vi har funnet nødvendig i henhold til internasjonal standard for attestasjonsoppdrag (ISAE) 3000 «Attestasjonsoppdrag som ikke er revisjon eller forenklet revisorkontroll av historisk finansiell informasjon», mener vi at ledelsen har oppfylt sin plikt til å sørge for ordentlig og oversiktlig registrering og dokumentasjon av selskapets regnskapsopplysninger i samsvar med lov og god bokføringsskikk i Norge.

Slependen, 27. mai 2020 Echas Revisjon AS

Erik Christoffersen statsautorisert revisor

Medlem av Den norske Revisorforening