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Cloudberry Clean Energy ASA

Investor Presentation Dec 9, 2020

3571_rns_2020-12-09_01e28df9-a2f5-4002-82cd-4b02528d43b8.pdf

Investor Presentation

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Company Presentation

9 December 2020

Important information

  • · This compony presentation" has been prepared by Cloudberry Oean Energy AS (the "Compony") on its subsciaries (be "Group") and is node soler for information purposes. This Presentation to by , sell a atherwise transat with any securites issued by a pertaining to the Company or any member of the Group.
  • · This Pesentation may include forward-looking statements current views with respect to tuture events and financial and operational performance. These forward-looking statements may be use of forward-looking termindogy. These forward-looking statements are not historic facts. Redars of this Presentation is cautioned that forwards are not guarantees of blure performance and that the Company's actual financial position, operating results and liquidty, and the development of the Company perates, may differ materially from those made in, or suggested, by the fowrod-looking stotements contained in this Presentation. The Company can the intentions, beliefs or current expectations upon which its for ward-looking statements are bosed will ocur. By their nature, forwards involve, and are subject to, known are unknown isks, uncertaintes ond assumptions os they relate to events and depend on circumstones that may or noy not cocur in the future. Because of these incertaintes and assumptions, the outcome may differ materially from those set out in the forward-looking statements statements steak on with they are made. The Company undertakes no obligation to publicly update or public levise any forward-hoking statement, whether as a result of new information, future events or otherwise.
  • · No representation or warrary, express or impliarce should be placed on, any information, moluding but intel intections estimbles, targets and opinions, cartained herein, and no responsibility whatsoever is cocepted as to any errors, ontained herein. Acordingly, nether the Company any of its subsidiares, no the Company's officers or employees occepts any responsibility or lidbility whatsever arising directly or indirectly from the use of this Presentation and the information contained herein.
  • · All information set forth in the Presentation ond vithout notice. In making the Presentation public the Company understight of provide additional information or to make updates there in the Presentation should be considered in the context of the croumstances prevaling at the date hereof and has not been and will not be updated to reflect material developments which may ocur after such adte.
  • The Pesentation and the information contained of form a part of and should not be construed as an offer for sale of suication or invitation of any offer to subscribes issued by the Company. The distribution of this Presentation may be restricted by low in certain jurisdictions and persons into Presentation comes should inform themselves about, and observe, any faller to comply with such restrictions may constitute a vialation of the laws of any such jurisdiction. The Company shall have no responsibility for any such violations.
  • · Investing in the Company involves inherent risks. Please in this Presentation for a description of risk factors

Introduction

Cloudberry owns, operates and develops renewable energy

Owns, develops and operates renewable power assets in the Nordics

Large production portfolio, with both hydro and wind assets

Large and growing development backlog and pipeline

Solid development track record - 10 projects delivered over the last decade

Aim to be a substantial contributor to the green energy transition

Listed on Euronext Growth Oslo Initiated process to prepare for listing on Oslo Børs during 2021

Our current portfolio of hydro and wind power

5 Note: (1) 12 GWh currently in production of 160 GWh coming on-stream within September 2021 Source: Cloudberry

In production

Cloudberry Company Overview

Cloudberry will contribute to driving the energy transition

GW

  • · Broad public pressure to decarbonise energy markets
  • · Expected strong demand growth for green power through i.a.:
    • o Electrification of industrial and transportation sectors
    • o Carbon pricing / taxes targeting coal, gas and oil
    • o Public and private enterprises demanding green energy
    • "Energiewende" resulting in shut-ins of nuclear in Germany
  • · Northern European markets, and the Nordics in particular, are driving the change to renewable energy
  • · Norwegian hydro power generation is a power bank for the Northern European electricity markets
    • o Increasing interconnector capacity from Norway being installed in 2021

World installed power generation capacity by source in the Stated Policies Scenario (IEA)

Cloudberry owns, operates and develops renewable energy

8 Note: (1) 12 GWh currently in production. Net secured production coming on-stream within September 2021 Source: Cloudberry

Our current portfolio of hydro and wind power

Finnesetbekken power plant Hydro Location: Nesbyen, Norway Production start: Date acquired: June 2019

Amotsfoss

ocation:

Date acquired:

ype:

Hydro Balestrand, Norway Q4 2020 June 2019

Hydro

Nissedal, Norway

September 2020

Project Vänern

Wind Type: Location: Karlstad, Sweden Production start: Date acquired: September 2020 Awaiting final grid confirmation

8.4 GWh

Røyrmyra windfarm Type: Wind Location: Hå, Norway Production start: Date acquired: August 2019

Bjørgelva power plant Type: Hydro Location: Sørreisa, Norway Production start: Q4 2020 Date acquired: June 2019

22.5 GWh

Production start: Q3 2021

Duvhällen windfarm Wind Type: _ocation:

Eskilstuna, Sweden Production start: Signed MOU, Possibly extended to 165 GWh

Seeking to have a balanced mix of both hydro and wind power generation in the production portfolio - highly complementary production profiles

7.4 GWh

Maximise value from organic development pipeline

Strategically decide to keep and construct in-house or alternatively farm down or divest

10 years track-record from development

  • · Attractive development portfolio of mainly Swedish wind projects
  • · Development of projects to ready-to-build, and strategically decide to keep and construct selected assets in-house or alternatively farm down or divest
  • · Local development team of 5 experienced professionals to source and execute on development projects
  • · Wind project development track-record of 10+ years, with 10 projects totalling 1 066 GWh (343 MW) developed and divested

10 projects developed and divested over the last decade

Project (wind) Location Production
(GWh)
Capacity
(MW)
Year
realised
Tysvær Vindpark AS Rogaland, Norway 101 39 2011
Sandbackmossen Värmland, Sweden 2 1 2011
Velinga-Nybruun Västra Götaland, Sweden 24 10 2012
Sättravallen Värmland, Sweden 136 48 2013
Sögårdsfjället Västra Götaland, Sweden 25 10 2014
Tormoseröd Vindpark AB Västra Götaland, Sweden 117 Зд 2014
Jämnemon, Årjäng Värmland, Sweden 50 21 2015
Project Rewind Värmland, Sweden 348 100 2016
Ränsliden Västra Götaland, Sweden 84 24 2017
Marker Vindpark AS Viken (Østfold), Norway 196 54 2018
Total divested assets 1 066 343

Hän to be developed in-house for production portfolio

Adjacent Marker windfarm successfully developed and sold - Hån to be a "blueprint copy"

Capacity Turbines
21 MW
Project capex Potential completion
NOK ~270m H1-2022
  • · Low risk project with ideal size and location
  • · Planning to develop and keep the project in-house subject to obtaining ratification of power export agreement
  • · Potential FID: H1-2021
  • · Potential completion: H1-2022
  • Located only ~1 km away from Marker windfarm
    • o 54 MW capacity windfarm developed by Cloudberry, sold postcompletion to BKW (handed over in May 2020)
    • Substation / infrastructure in place from Marker to market
    • o Marker performing well, above expectations (~3,500 wind hours)

Marker windfarm (handed over to BKW in May 2020)

Value of first shallow water wind project crystallised

The Vänern Project

  • · Entered into exclusivity agreement with Downing LLP for construction and ownership of 100 MW nearshore, shallow water wind farm in Lake Vänern in Sweden
  • · Close proximity to existing shallow water wind park and infrastructure
  • · Value realisation of NOK ~3m/MW (NOK ~300m), including project development fee(2)
  • · ~1/3 of value expected to be paid in H1-2021 (pending final grid confirmation) and the remaining ~2/3 is to be paid at project commissioning in 2023(2)
  • · Cloudberry to re-invest NOK ~170m (equity) for ~20% ownership in the project (self financed through value realisation of development)
  • · Due diligence commenced and SPA expected to be signed by end of 2020
  • · Cloudberry acquired project company in September 2020 for NOK ~35 million (cash and shares)
  • Note: (1) Includes value redisation to Cloudberry of NOK -300m; (2) Based on terms in exclusivity agreement for Producting find 13 grid confirmation and contingent upon signed SPA (expected by end of 2020). Project commissioning expected 2023 Source: Cloudberry

Wind development in Sweden's largest lake

Becoming a substantial developer of shallow water wind

Current focus on shallow water wind licensing

Large suitable shallow water areas

  • Cloudberry has built a strong foothold in Swedish shallow water wind
  • · Focus on lake and shallow water areas in the Baltic Sea
    • o Both lake and ocean areas progressing towards development
    • o Shallow water projects have lower capex and risk than floating/gleep water offshore projects
  • The Vänern Project is Cloudberry's first step into shallow water and an excellent example of the value potential in shallow water projects
  • 100 MW, 16 turbine project with early value realisation of NOK ~3m/MW
  • o Construction license in place at state owned land with eternal leases (100+ years, no land-lease)
  • · Ambition to develop 2.5 GW offshore wind power in Sweden by 2030

Our team

Anders J. Lenborg Chief Executive Officer

Christian A. Helland Chief Value Officer (CFO)

Jon Gunnar Solli Chief Operating Officer

Suna F. Alkan Chief Sustainability Officer

Tor Arne Pedersen Chief Development Officer

Sebastian Prause Project Manager

Ingemar Andersson Wind Analyst

Stefan Larsson Environmental Lawyer

Roger Grøndahl Project Manager

Marie N. Gulsvik Group Accounting Manager

Our sustainability approach

Delivering renewable energy solutions, contributing to an overall reduction in emissions

Highly focused on the environmental impact and a sound industrial rationale of renewable projects

Contributing to local value creation and employment

Focus on sustainable and circular solutions throughout the lifecycle of renewable projects

Aligned with the United Nations' Sustainable Development Goals

Cloudberry Drivers and Financial Outlook

Nordic power market outlook

Norway power price outlook (Southern price area)

Market driving trends

Covid-19 has had a negative demand effect, which is unlikely to last past 2021

Weather conditions have led to a production surplus that has weighed on power prices in 2020

Long term:

40% expected increase in Nordic power consumption by 2040, largely due to electrification of power intensive industries, as well as data centre expansion, etc.

Ambitious climate goals will lead to a reduction in fossil fuels consumption

Interconnectors between Norway and Northern Europe

50% of European power production expected to come from solar and wind by 2040

Note: Based on Wattsight base case (annual figures) as of September 2020 in EUR; Currency conversion EUR/NOK at 11.0 18 Source: Nordpool; Wattsight; Statnett; NVE; Cloudberry

Very supportive fundamentals

Production, consumption and net balance (TWh, 2019)

Power price forecasts 2030-2040 (NOK (øre)/KWh)

Value potential in Develop segment to be crystallised

Long-term cash flows (Production) and a substantial project bank of renewable projects (Develop)

Segment financial overview

Note: Please note that EBTDA figures includes Develop and Production segments only, and excludes the corporate segment. EBITDA figures are bosed on assumptions as highlighted in company profit estimates; (1) Based on terms in exclusivity agreement for Project Vänern. Awaiting final grid contingent upon signed SPA (expected by end of 2020). Project commissioning expected 2023 Source: Cloudberry

21

Balance sheet overview

Growth Opportunities

Exclusive growth opportunities in wind and hydro

Note: All figures presented as net figures / proportion (1) Vänern (20% ownership) self financed (value realisation of NOK -300m through project development). Awaiting final gratingent upon signed SPA (expected by end of 2020). Poject commissioning expected 2023, (2) Based on 70% PPA. Equity RR consider as full iffecycle equity IRR (incl. development); (3) Figures presented for Odd assumes acquisition of 33.4%; (4) Excluding Vänern (see note 1) Source: Cloudberry

24

The opportunities will almost triple the production capacity

Note: All figures presented as net figures / proportion. Net secured production. Net secured production coming on-stream within September 2021; (2) Vänern (20% ownership) self financed (value realisation of NOK -800m through project development). Awaiting final grid confirmation and contingent upon signed SPA (expected by end of 2020). Project commissioning expected 2023; (3) Figures presented for Odal assumes acquisition of 33.4% Source: Cloudberry

25

Acquisition of up to 33.4% of Odal windfarm

Unique opportunity to invest in a large wind power project, in a region with few wind investments

Production 176 GWh (526 GWh)
Capacity 54 MW (163 MW)
EV incl. project capex NOK ~717m (NOK ~2 148m)
Targeted debt NOK ~359m (NOK ~1 074m)
Equity NOK ~359m (NOK ~1 074m)
Cloudberry equity IRR 12%
COD H1-2022
Location Innlandet, Norway
  • Entered into share purchase agreement to acquire up to 33.4% of shares in Odal Vindkraftverk AS, with Akershus Energi (33.4%) and KLP (33.2%) as partners
    • Cloudberry acquires minimum 10% of shares, and has the right to o acquire up to a 33.4% shareholding now and in the period until 30 June 2021
    • o The agreement sets out that Cloudberry will cover project development costs to date and assumes liability of its share of future capex
  • · Current owners seek to reduce ownership due to investment mandate limitations and capital prioritisations, respectively
  • · 34 turbines (23 at Songkjølen and 11 at Engerfjellet)
  • ~3 225 wind hours

Ownership structure post transaction

Note: Figures presented on this page assumes that Cloudberry acquires 33.4% 26 Source: Cloudberry

Secured exclusivity to acquire five Norwegian hydro assets

High quality assets with long lifetime and further improvement possibilities

Production 42.6 GWh
Capacity 11.3 MW
Enterprise value NOK ~242m
Debt NOK ~121m
Equity NOK ~121m
Equity IRR 7%
COD In production (2 assets) / H2-2021 (3 assets)
Location Western and Southern Norway
  • · Cloudberry has secured exclusivity to acquire five hydro power plants
  • Signing of SPAs for the assets targeted before year end 2020
  • · Customary due diligence to be finalised before signing of SPAs
  • · For assets under construction (three assets), Cloudberry will not assume construction risk
  • · 40-60 year fall lease agreements
  • · High quality technical solutions
  • · Improvement possibilities on several of the plants (e.g. increased discharge and regulation) that can yield large power price and production upsides for relatively moderate investments

Illustrative financial impact of adding 289 GWh production

Equity financing of growth opportunities

Equity requirement for growth opportunities

NOKm

29

Note: (1) Vänern (20% ownership) self financed (value realisation of NOK -300m through project development). Awaiting final grid confirmation and contingent upon signed SPA (expected by end of 2020). Project commissioning expected for Ocal assumes coquisition of 3.4% (right to acquire min. 10% and up to 33.4%); (3) Excl. customary working capital and transaction related fees and expensed focility (drawn, but not utilised) provided by Fontavis (9 month tenor) available Source: Cloudberry

Cloudberry

Key highlights

High quality assets with long life expectancy

Attractive price areas

Balanced mix of hydro and wind in portfolio gives a stable production profile throughout the year

Further development possibilities in the portfolio

Partnering with tier 1 market players

Risk Factors

Risk factors (1/14)

Investing in Cloudberry Olean Energy AS (the "Company") investment desision, investment desision, investors should confelly consider the issues and all information contained in this Company Pesentation of circumstion. The risks and uncertainies described in this Company Presentation are the pricipal known risks and uncercarities foced by the "Group") as of the date of this Company Presentation that the Company beleves are the material risks relevant for an investment in the Compony is suitable only for investors who unterstand the risks casociated with this type of investment on who can afford a loss of all or parties as a negative past experience associded with a given risk force as not mean that the risk and uncertainties described herein should not be considered prior to making an investment decision.

If any of the risks were to materialize incumstances, it could have a material and adverse effect on the Group and or its business, financial condition, results of perations, ash flow and cause a decline in the value of the Company's shares that could result in a loss of all a part of any investment in the Company's shares. The risks and uncertainties described below are not the Group may face.

Additional risks and uncertainles that the Campany contracted or that are currently not known to the Company, may also have a material adverse effect on its business, financial of operations and cash flow. The risks are presented below is rati intented to are includion of the Rellinod of their occurrence nor of their severity or significance.

The risk froctors described in this Company Presentation a limited number of categories, where the Company has sought to place on the most appropriate category based on the nature of the list of risk foctors should not be perceived as a ranking of importance, and it is not exhaustine. The risks mentioned herein could materialize individually or cumulatively.

Market related risks

· The power industry is a highly regulated sector and thus subject to political risk

The pover industry is public regulated and regulation in this, there is political risk of investments in the renewade and infrastructure industries in the Nordic countries.

Risk factors (2/14)

· The revenues from sale of electricity, electricity certificates and guarantees of origin are subject to price risk

Sale of electricity, electricity cartificates and quarantite a material share of the Groups revenues. The profiticallity of the Group's plants decents on the volume and produced, the election certificates and the quarantess of origin. Although some of the sale on five pres purchose agreements, the Group's sole will be exposed to rice risk related to electricity sold at spot rates the marked and the market price for guarantees of arian. The Group has entracts for sale of the production of Reymyra Vindopers the period until the end of 2021. The remaining part of the Groups productions in the market prices for electricity, electricity certificates and guaratees of origin unless new fixed terms agreements are entered into.

Electricity prices are inter alia dependent on substitute or call as e.g. oil, gas and only prices, but also dependent on metrologioal conditions, CO2 pricing and other supply and demand factors going into the market price of electricity.

· The electricity certificate scheme is subject to political risk

The election scheme is an aid scheme with intention of noressing the renewable power generation in Norway and Sweegence in Norway and Sweden, which commence within the end of 2021, will received. The electricity certification scheme will be discontinued in 2035.

The investment decision related to several of the Company has been made based on inclusion of electricity certificaties are traded in a market where the indetermined by the market cross between supply and demand is based on a quota system determined by policial objectives. Revenue from the sale of electricity certificates is consequently subject to political risk.

· The guarantee of origin scheme is subject to political risk

In coordance with EU legistion, power plants in the years at a time. Energy supplies 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 currently being assessed by the EEA (EF A. The revison seems to extend the guarantee of origin scheme, although no decision has been made. The scheme is thus subject to political isk.

Risk factors (3/14)

· The renewable sector is still under development

Unexpected success in other are of renewable the presure on the authorities to allow for development of wind parks The may affect the Group s future investment opportunities and rate of the same may also hold tue for non-renewable or currently unknown energy technologies.

Commercial and operational risks

· The Company has a limited operating history

The Company has a linted operating history upon which the Company s likely performance. This equally holds true for the Group's power plants. Some of the Group's power plants are not yet constructed and the Group to bose its assessment of future performance on for such power plants. Return calculations, budgets and accounting are based on forecasts and assumptions that may change over the life of the Group.

· The Company has had an active mergers and acquisition strategy

The Campany is originally a result of a busines and has had an active mergers and copisition strategy. Nergers and coquisitions may result in risks unforesen by the Group negatively. Suchrists include, but are not linited to, that key employees may choose to depart the Group, unanticipated idailites and that imperient of systems, routines and or other integration messures takes longer ime and operated.

· Laws and regulations may affect the Group's operations, increase the Group's operating costs and reduce demand for its services Changes in lows and regulations appliance costs, mandate significant and ostly changes to the way the Group implements its services and solutions, and threaten the Group's ability to continue to serve certain markets.

· Changes in tax lows of any jurisdiction in which the Group with applicable tox legislation, may have a material adverse effect for the Group

The Group is subject to prevailing treaties and regulations in the jurisdictions in which it is creating, and the interest. The Group's income tax expenses are based upon its in effect of the time that the expense is nourred. If applicable lows, treations change, or if the Group's interpretation of the interpetation of the same tax lows by tax authorities, this could have a moterial adverse effect on the Group's business, results of financial condition. In Norwoy, it has been announced that the current political majority has agreed to increase the taxes on revenue from wind power. The government is expected to announce a specific proposal during H1 2021.

Risk factors (4/14)

· Power plants are highly technical and thus subject to operational risk

Investments in power generation and energy estimal and ocerational indials. The Group will seek to invest in power plants of expected good technical standard to reduce the the investment. The Group will province technical soutions that are vel-proven and delivered by reputable supplies, so that any repars can be within reasonable time resondel cost, and that it is possible with attractive insurance terms. Despite the oin of choosing sound solutions, technical problems may cossible stops in production or costly reinvestments that reduce the Group's profitability and/or financial position.

· The revenues from the Group's power plants are dependent on the metrological conditions

The metrological con and wind) at carticular sites at which the Group's power plants and one moterially from season and from vear a vear. If a site proves to have resources than a the Group's cusiness model of suffers a sustained dealine in metroly conditions, such power plants and like yo generate lower electricity volumes and lover revenue than anticipated, which could have e ffect on the Group's business.

· The Group's revenues and costs are dependent on charges related to transmission and distribution

Incress in charges relating to the comection transmission and distribution networks and relating to balancing of electricity suppy and emond, and/or restrictions on the capacity in such ne by the Group's power plants, may result in higher operating osts, lover reverses and fever opportunities for growth.

· Future revenues and costs of the Group are dependent on costs related to agreements with landowners

Subsequent decisions by the Group to develop received to reaching on agreement with the indowners of the contemplated properties for development. Consequently, the dility to develop for the landowners and this the Croup's revenues and costs are subject to the inherent risk thereof.

The members of the Group may become subject to lege of the Group ultimately prevails, legal disputes are costly and on divet management's attention from the Group's business in addition the Group may decide to settle a legal dispute, which course the Group to nour significant costs. An unforcable outcome of any that the relevant member of the Group becomes licde for damages, corments or will not be date to realize some of its projects. A settlement or a legal dispute could have adverse effects on the Groups business, results of coperations, cash flows, financial condition and prospects.

Risk factors (5/14)

· The Group may be subject to litigation (continued)

The Company is involved in a discussion with a count of the work cerformed by the contracter. Although the find account has not yet been presented, the Campany has dispraying of a 7 million (exc. VAT) related to the construction work as the Company's siew start this mount is covered by the fixed price for the construction in and have a significant claim for liquidated damages against the contractor de to delayed completion of the construction works. On this basis no resear of NOK 8.7 million (end. VAT). The Compony believes the dispute will be setted without litigation. Hovever, if the Company may be liable for payment of the full amount in addition to overder interest pormants and legal costs.

· Several of the Group's development projects may not be realized

Several of the Group's projects are under be realized. The right to build and operate a renewable project is subject to public concessions and permits in addition to private ownership interfalls. This comprise all stages of a renewable project, from early development stage to onstruction, production, transmission and sale of pover. The necessions and permits will be of project, classification, developments tage of the projects and jurisdiction. In addition to the energy/production and permits, licenses and regulatory requirements are also applicable, such as licenses related to safety, pollution, noise, etc.

The Group is required to obtain various governments for ecch of its projects, including inter alia construction concessions. As of the date hereof, all permits and lieen obtained for the assess 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 construction work.

Hân is a project next to the newy const. Hân 22 KV AS holds a grid concession to build and operate o 22 kV cable between Marker and Hån 22 KV AS has also been granted a grid concesson with the Starter, Firster, the Group has opplied for a power export license with the Swedish authorities. The Group currently expects to mail rive the power export license has been granted by the Swedish authorities. Pusuat to the terms of the project's concessions, the deadline for completion of project is in Q3 2023.

For greenfield projects that are not under in oceration, the Group will need to obtains, permis and contracts with and contracts with and contracts with and contracts with an

Whether the proficable depends on several factors cutside the Group's contraction of any projects commence, the Group will make an assessment of whether it sexpect that the project does not move to the construction anse, the development costs will not be recoverde. For several projects, the granted concessions for intiation of the construction phose. If the concessions will lapse

Risk factors (6/14)

· The Group may make acquisitions that prove unsuccessful or strain or divert management resources

Making couisitions is part of the Group makes strotego ocquisitions to support growth and profiticisions is is is is is is is dependent upon the Group's dility to identify suitoble copyrighte due diligence, negoticte transactions on favorable terms, obtain required licenses and authorizations and ultimately complete coquired entities into the Group. If the Group makes aquisitions, it may be unable to generate expected many of realize the antiqueted benefits of such acquisitions, including growth or expected synergies. The Group's assessment of and assumptions regarding coquisition target, and actual developments may alffer significantly from expectations. The Group may not be che to integrate acquisitions successfully and such in estnent than anticipated, and the Group could incur ar unanicipated licilities or contingercies with respect to associes. The process of interpring acquisitions my also be direptive to the Group's cperations, as a result of , moreseen legal, regulatory, contractual and other issues and difficulties in redizing operating synergis, which could couse the Group's results of operations to decirition may divet mongement's attention from day to day business and may result in the incurrence of additional debt. Should any of the above occur in connection, there could be a material adverse effect on the Group.

Financial risks

  • · Required return by investors may lower the equity value of the Company There is uncercainty with respect to the future investing in renewable energy and energy ned energy related infrastructure. If the equired return is increased, the equity value of the Company will decrease.
  • · Increase in interest rates may reduce the Group's profitability The Group's underlying assets will normally be loar-finances in interest rates will lead to higher financing osses, which reduces the Group's profitability.

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

On 24 June 2020 the Group entered into a share purchase openion of 34% of the shares in Forte Energy Norway AS ("FEN") (the "FEN") (the "FEN") (the "FEN") (the "FEN") (the "F FEN Transaction was successfully completed on 20 November 2020.

The majority of the risk factors described herein will also apply to FEN. Further, as a minority shareholder the Group will not be in position to ontrol the business and ocerations of FEN of FEN ; payment of divises ; it is the from ; in the Group's investment in EN ; ill not generated the expected treurns or cash flows.

Risk factors (7/14)

· Risks related to the Group's shares in Forte Energy Norway AS (continued)

In cose EN requires additional funding the Groups owned eg, due to diution as a result of share capital increases in ENT the Group dees not subscribe for is pro rate at al. It the Group's ownership in FEN is reduced to below 10% the Group's influence as a shareholder in FEN will be significantly inted.

The shares in EN are also subject to certains if the Group should wish to sell all or parts of its shares in FEN, 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.

· Risks related to other recent acquisitions

In September 2020, the Gray signed the share and to buy 10% of the shares of Anatsfoss Kraft AS, a hydropower plant under construction in Nowoy with expected annual production of 22.5 GM. The plant on the promotion from May 2021. The Group has not assumed any construction risk, and the financial dose is scheduled for Q3 2021. The hydropower plant a reserver with storage capacity. The Group will not car for the shares in AS before the pover plant is up and aproved by the relevant authorities. The main risk eloted to this project is that the construction process may be delayed, which will result in a postponed closing and delay the Group's revenue streams from the hydropower plant.

In September 2020, Cloudberry ocquired 100% of the shares in Sconner in the clevelops the offer "Reviral Vinern" in Sveele, for NOK 34.25 million. The majority of the curch issuance of shares in the Company. The current clevelopment plan includes 16 urbines with an estimated instaled effect of 100 NV and a n a nuol pover production inems with Swedish Mark-coh Miliadomstelen (Swedish (Swedish (Swedish (Swedish (Swedish (Swedish (Swedish (Swedish ( The lieerse is evel asting and there are no lease or rental in the producing. The project is located in fresh and shallen deadline is Q3 224 The Rewind Vänern project is under develsion has been made. Before on investment desision will be mote, the Group must inter dig secure grid connection, negation on oncludion, maintenance and operation of the plant and othin financing for the pan be no quarantee that the Group will be able to completed, the required the required are recuired are entered into on favorable terms or in a timely monner to meet the deadlines set forth in the project 2020, the Company announced that that entered into an exclusivity agreement with Downing LLP related to a potential pareement, which if completed will result in a sole of 80% of the ownership interest in the project. The ransaction's still being negotiated and may not materialize.

Reference is also mode to the risks mentioned dove under the Group's development projects may not be redized", which applies for these recent acquisitions.

Risk factors (8/14)

· Fluctuations in exchange rates could affect the Group's cash flow and financial condition

The Company presents in financial stotements in Nord Pool, which is the market for trading of cower in Norway and Sweder, are settled in Euro, exposing the Group to crrency risk (electricites are traded in SEK). Any fluctuations in exchange rates between NOK, SEK ond Euro could moterially and adversey affect the Group's business, results of operations, cash flows, financial condition and/or prospects.

Additionally, the Group has employees and operations in Group to currency risk. Any fluctuations in exchange in exchange in the and SEA could moterially and adversely of feet the Groups of consistions, cash flows, financial condition and/or prospects. The Group may won't o do business in other countries in the fitter exposing the Group its. Should it choose to do so, any fluctuations in exchange rates between NOK and the elevant foreign currency could materially and adversely offect the Group's business, results of operations, crospects.

The Company does not currently have any currency hedging arrangements in place to imit the exposure to efluctions.

· Failure by subcontractors may lead to additional costs for the Group

The Group will use external suppliers for operation, etc. The Group's main strategy is to use established suppliers with proven repurable experience. However, the Group could be exposed to losses, and may be subject to additional costs, in connection with failures of its supplies.

The Group could further be exposed to cost over use on or recorstruction projects and or construction projects, for example change in plans or additional work that becomes necessary over and above what was included in the initial agreement with the subcontractor.

· Profitability of projects is not given

There may be errors in the csumptions or ne financial models used by the Group in relation to its decision to decision to develop renevade energy ossets, whether as part of the Group's currently, which may result in the returns generated by such proteinly lower than expected. Further, the Group will develop, over, operate in assets and projects which ore illigid. The redization of such asses may take ime and the e oan be no assurances that the Group will be able to sell its assets or realize its projects as planned.

Risk factors (9/14)

· The Group is dependent on external financing

Further expansion of the Group's business will required financing. If the Group is not oble to couried financing on a timely basis and on attractive terms this could result in lost business opportunities shortent assets and/or that the Group is forced to realize its interest in certain projects.

Risks related to the Investments

· Share purchase agreements and ancillary documents have not yet been negotiated or signed for all of the Acquisition Assets In addition to developing the in house procemplating the exclusive acquisition opportunities of five independent transations) and a minority interest in Odd Vindkraftverk AS, a wind form the "mestments", and the minority stake in the Odd wind fam tydro assets as "the "Acquisition Assets").

The Group has currently been granted exclusiving Acquisition Assets. For the hydro cssets, the exclusivity periods vary but the shortest period ents on 30 Jonuary 2021. The Group is currently working negotiation of the share curchase agreements for the remaining Acquisition Assets and subject to financing and completion of oustomary due diligence execuses to sign definitive areements for all Acquisition Assets before year end 2020. At the date of this Company Presentation, there is no guarantee that the celinitive ogreements for the remaining Acquisition Assets, or if it does, on what terms the agreements will be made or the condition that will opply. If the Group signs the share purchase agreements, it may also enter into anoilary gagements which may on tain restrictive provisional rights in the Acquisition Asses. However, such ancilary agreements have not yet been negotiated with the counterparties, and the terms and conditions of such agreements are unknown as of now.

· The Company will be a minority owner in the Odal wind farm and will as a minority shareholder have limited organization rights

The shore purchase agreement for the Odd December 2020. The share purchase greement regarding the Odd wind fam is a conditional upon that the Company raises minimum NOK 300 million in the pirchase agreement includes a stare bales agreement in agreef form, which grants the Group certain mincity protection ights and which the Croup's organizational rights, depending on find ownership percentage

Risk factors (10/14)

  • If the Group defaults on its funding obligations for the shares may be bought by the other shareholders at a significant discount If the Group defaults on its financis in the shareholders' agreement for the Oddwind farm, and such defoult in arraed remedy period the other shareholders have a right to capitions alsount. If this risk moterialize, it will have a material adverse effect on the Group's investment in the Odal wind farm.
  • · The Odal Wind Farm project must be energized within 31 December 2021

The Oct wired for a currently under construction with expected completion in Q4 2021. So for, the and budget with minimal overums and varation orders (less than NOK 6 million). If the project is not enot that NVE will not give anextension or that the project will be ined for elevys. There's as a risk that part of the full project will not receive el-certificates and an acceleration. If these risks material adverse effect on the value of the Group's investment in the project.

· The Group has not yet secured funding for the Investments

The Group estimates that the total equity funding requirents anounts to appoximately NOK 500 million, dependent on how the Group chooses to structure the financing of the Investments and the Group's ownership share in the Odal wind farm.

Assuming that the Group acquires a 3.4% ownership in Odd wind farm and sell 80% of the equity interest in Vinern, the Group estimates that the equity funding required to complete the Investments including oppital reaction related fees and experses, anounts to approximately NOX 500 million. Assuming that the Group chocses to access to a 33.4% overs in Odd wind form (equal or doove 10.0%, but below 33.4%), the Company estimates that the equity funding required to complete the languirements and transaction recurements and transaction related fees one uns to less than NOK 500 million.

The Group intends to finance the equity components with proceeds from a private placement of between NOK 300 million. The Group may partly finance the equity component of the ising cash (the Group has approximately NOK 237 million available in existing cash through a drown, but unutlized creat facility provided by Fortavis (Swiss to finance the remaining financing requirements of the Investments with dest. There is no guarantee that the Group will be able the required funding, and if t does, thot the terms and on funcing will be forcroble. If only octile for night in ning will he favorabl obtained, the Group may choose to only proceed with one or some of the Investments.

The estimates of the financing requirent capex programs for the Investments, which includes sertain contingencies. The Group my experience cost over uns higher than the contingency in the aroup must finance its pro rate of the excess finance regule ment or risk being diluted.

Risk factors (11/14)

Further risks related to the Investments

As mentioned under the risk factor under the head of any jurisdiation in which the Group operates, or any follure to comply with applieded ax legislation, may hove a material adverse effect for the Croup expects hat the local to: rate for wind projects in Navyoy villingesse. The Group has dready taken this focor into cansideration in its finances might be higher than anticipated. In such case, the operating result will be negatively affected.

Reference is also made to the risks meritaned above unded to other recent acquisitions", which avers the Vinem project. Further, reference is mode to the risks mentioned under the Gray's development projects nay not be realized", which as includes risk for the Acquisition Assets which are under development.

· The Group has not yet concluded its due diligence exercise of all the Acquisition Assets

The Group in the process of conducting de differ Assets. As the Group has not yet concluded its alle difference ever see of all the Aquisition Assess, there may be additional risks concerning the Acquisition Assets that may not be adequately addressed in this Company Presentation.

· The Group may not achieve the expected benefits of the Investments

The Group may face isks and challenges with integration its existing business. If completed, the Investments may not imay even adversely offect, the cperating result of the Acquisition Assessinto the Group's existing business may expose the Group to additional risks and losses. There an be no ssurance that the personnel, partners and/or customers following the Group's booking to eter into the Investments with the expection of redition tecnomies of scale and cost synergles. Some of these beneved in the time in which they are expected. Achieving the articipated berefits of the Groups chilly to megrate the Aquisition Assess n an effective and cost-efficient manner. The Group result in significant diversion of management's time from on-going business matters and may have a material adverse effect on the business, results of operations and financial conditions of the combined company.

Risk factors (12/14)

Risks related to the shares

· Future issuances of shares in the Company of other pry use of board authorizations, may diute the holdings of shareholders and ould materially affect the trading price of the Company's share

The Company's general meeting has resolved an equity in to 5% of the at any time outstanding shares in the Company. Currently, 2,200,000 varrants have been issued under the ince pice between NOK 11.1 and NOK 12.2 per share. Each warrant entitles the holder to subscribe for one ordinary share in the Company of the equity incentive program exercise their rights under the incentive scheme, this will have a dilutive effect on the existing shareholders.

The Company seeks to have a board authorization in place of a leaste to issue new shares on short notice to meet its abligations.

Depending on the structure of any future fund on mor not be able to purchase or subscribe for additional equity securities. If the Company rass odditional funds by issuing additional shares or other holdings and voling interests and the financial interests of existing stareholders my be diluted.

• The market price of the shares may be volatile which could result in investors losing a significant part of their investment

An investment in the shares in and securities markets in general have been volatile in the past. The trading volume and price of the shares may fluctuate significantly in response to a number of the Group's control, including adverse developments and prospects, variations in revenue and operating results, changes in financial estimations of new development or new circumstances within the industry, legal astions against the Group, unforesen events and libilities, changes to the regulatory environment in which the Group ocerates or general market conditions. The market value of the shares could affected by the extent to which a secondary market develops or sustains for the shares.

· The value of the shares could for foreign investors be adversely affected by exchange rate fluctuations

The Compony's shores are priced in NOK on Europents of dividents on the shores will be made in NOK. Investor registered in the VPS who have not supplied the VPS with details of the resive payment of dividends uness their book coount details with the VPS Registra: The exchange rate(s) that is applied when denomination on the relevant investor's currency will be the VPS Registrars exchange rate on the poyment date. Exchange rate movements of NOK will these dividents and distributions for investors whose pricipal curency is not NOK. Further, the market when the shares as expressed in fluctuate in part as a result of foreign exchange fluctuations. This could of the shares and of any dividends paid on the shares for an investor whose principal currency is not NOK.

Risk factors (13/14)

· Norwegian law imposes certain restrictions on shares and shareholders

The rights of the shareholders are governed by the Company's articles of cssociation. These rights may differ from the rights of shareholders in companies incorporated in ather jurisdian Norwegian law limits the circumstances under which shareholders of Narwegian companies noy biring derivative actions. For instance, under Norwegian by a company in respect of wongful acts committed against such company will be pronized over actions brought by shareholders daining compensation in noy be difficult to prevailing claim a cam against the Compony under, ar to enforce libilities predicated upon, securities laws in other jurisdictions.

· The Company utilize electronic communication with their shareholders

The Company has resolved to communicaly, Shareholders who do not hove a correct email address registered with VPS iss to not receive important communication from the Company.

· Shareholders may not be able to exercise their voting rights for shares registered in a nominee account

Beneficial awners of the shares that are register of the wise through o nomines arragement (such as brokers, declers or other thir parties) may not be oble to exercise voting rights and other shareholders whose shares are registered in their awn names with the VPS proct to the Company's general meetings. The Company connet guarantee that beneficial owners of the shares for a general meeting in time to instruct their nominees to either effect a re-registration of their shares in the manner desired by such beneficial owners.

· The shares are subject to restrictions on dividend payments

Norwegian low provides that any declaration of dividends must be company's general meeting. Dividends may only be declared the extent the extent the extent the extent the ext Company has distributable funds on the such a decaration to be prodent in consideration of the size, noture, sope and risks associety with the Company's operations and the ned financial position. Accordingly, the size of any future dividend from the shareholders s dependent on a number of factors, such as the Coment, results, financial position, osh flow, available iquidity and need for working capitd. There are many isks that may affect the Group's earnings, and the Company will be able to present results that ends a stilled is to the shorelotes in the finited is distributed, the shoreholders' return on investment in the Company will shelw generation the share price.

Risk factors (14/14)

· The transfer of 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 of 1933 (cs amended) (the "US Securities laws or any other jurisdicion outside of Norway and are not expected in the future. As such, the shares may not be offered or sold except pursuant to an exemption from or in transactions not subject a the egistration requires Act and other applicable securities laws In addition, there is notes that share holors residing or domicled in the United States will be capital increases or rights offerings. Further investors in the United States and other juindictions moy have difficulty enforcing any judgment obtains against the Company or its directors or executive officers in Norway.

Appendix

Overview of adjusted net interest bearing debt position and liabilities for producing assets

The Forte Vannkraft portfolio

Cloudberry to be the local and active manager

  • 13 hydro power plants and 1 long-term PPA offtake, all located in Norway
  • · Cloudberry with 34% ownership and will be the portfolio manager
  • Remaining 66% owned by Fontavis, member of Swiss Life
  • · Further value creation potential through portfolio optimisation
  • Establishment of long-term strategic cooperation between Cloudberry and Fontavis
  • · The production company (Forte Energy Norway AS) has a first right of refusal on development projects from the Forte Vannkraft development portfolio (Cloudberry is not a shareholder in the company holding the Forte Vannkraft development portfolio)

Kvitno kraftverk, 11.1 GWh Location: Odda Production start: 2015

Svardøla kraftverk, 10 GWh Location: Production start: 2018

Tverrdalselvi kraftverk, 5.8 GWh Location: Fjærland Production start: 2020

Eldao kraftverk, 10 GWh Location: Luster Production start: 2018

Skeidsflåten, 6.1 GWh Location: Fjærland Production start: 2020

Bråberg kraftverk, 2.2 GWh Location: Ullensvang Production start: 2018

Espeelvi kraftverk, 4.1 GWh

Langedal kraftverk, 4.1 GWh

Flora

Production start: 2018

Production start: 2018

Ullensvang

Location:

Location:

Production start: 2019

Løvenskiold PPA Production: 6.8 GWh

Location:

Contract end:

PPA offtake

48 Note: Power production is presented as annual power production on a net basis to Cloudberry Source: Cloudberry

Strupen kraftverk, 2 GWh Location: Gloppen Production start: 2017

Location:

Location:

Setredalen kraftverk, 6.8 GWh Location:

Anga kraftverk, 7.4 GWh

Production start: 2019

Førde

Bremanger

Bolt-on acquisition of hydro power plant under construction

  • · Acquisition of Åmotsfoss hydro power plant announced in September 2020
  • · Locally constructed (BN Vannkraft), financial close / COD scheduled in Q3-2021
  • · Attractive hydro power plant with 22.5 GWh (4.5 MW) located in Nidelva, the main river in Arendalsvassdraget
    • Favourable geographical location in relation to European interconnectors
    • Arendalsvassdraget is one of the best regulated watercourses in Norway, and has a total water storage capacity of ~2.1bn m3
  • · Producing from a reservoir with storage capacity, with year-around water flow reducing overall volatility in Cloudberry's annual production

Financing strategy

  • · Seek to maintain an optimised capital structure, taking both return and risk levels into consideration
  • · Several long-term alternatives available for financing, depending on project size, transaction type and counterparty, including:
      1. Existing cash and cash flow generation
      1. Attractive and flexible bank financing (<60% LTV)
    • Green bond financing ന്
      1. Farm down and carry arrangements
      1. Share consideration
    • New equity 6.

Active Board of Directors and supportive shareholders

Board of Directors

Frank J. Berg

Chairman

  • 30 years in Nordic renewables
  • · Former partner in Arthur Andersen and Selmer
  • Board member in SKS, Nordic Windpower

Benedicte Fossum

Board member

  • · 10 years diversified board experience
  • Pharmaq AS; founder, R&D, M&A and strategic development

Morten Bergesen

Board member

  • CEO of Havfonn and Snefonn since 2003
  • Chairman of Bergehus Holding, Klynge, Cogen Energia and Skogvind , Arendals Fossekompani

Liv Lønnum

Board member

  • · Political adviser, the Norwegian Parliament
  • · Experience from the Ministry of Petroleum and Energy, Storebrand, Compass Group and Hammer & Hanborg

Petter W. Borg

Board member

  • · 35 years in investment banking and asset management
  • Former CEO of Pareto Asset Management

Selected key shareholders

JOHAN JOHANNSON

Significant investor in real estate and renewable energy

Joh Johannson Eiendom AS

THE BERGESEN FAMILY

Active investors with positions through the funds Snefonn and Havfonn. Previously one of the largest shipowners in the world, through Bergesen

HEVEDNN

Balance sheet and financing per H1-2020

Statement of Financial Position (IFRS)

Amounts in NOK million 30.06.2020 31.12.2019
Property, plant and equipment 195.3 0.0
Other non-current assets 38.1 0.0
Total non-current assets 233.4 0.0
Cash and cash equivalents 192.1 5.2
Accounts receivable and other assets 12.0 0.1
Total current assets 204.1 5.3
Total Assets 437.6 5.3
Total equity 370.7 4.8
Non-current liabilities(1) 45.4 0.0
Current liabilities 21.5 0.5
Total liabilities 66.9 0.5
Total equity and liabilities 437.6 5.3

Financing

Private placements

  • · March:
  • NOK 200 million in gross proceeds at NOK 12.0 · July: ·

Shareholder overview and selected corporate matters

Shareholder overview (8 December 2020)

Shareholders # Shares % Shares
JOH JOHANNSON EIENDOM AS 10 431 495 18.16 %
SNEFONN AS (Bergesen family) 6 404 702 11.15 %
HAVFONN AS (Bergesen family) 4 882 882 8.50 %
CCPARTNER AS (Chairperson, Frank Berg) 2 696 957 4.69 %
CLOUDBERRY PARTNERS AS 2 209 055 3.85 %
STRØMSTANGEN AS 1200 000 2.09 %
GULLHAUGGRENDA INVEST AS 1 150 000 2.00 %
ASHEIM INVESTMENTS AS 1 097 561 1.91 %
LENCO AS (CEO, Anders J. Lenborg) 1 093 070 1.90 %
NGH INVEST AS 1 053 352 1.83 %
ARTEL AS 1 019 387 1.77 %
SEB PRIME SOLUTIONS SISSENER CANOP 1 000 000 1.74 %
H C A MELBYE AKSJESELSKAP 835 223 1.45 %
GLUTEUS MEDIUS AS 795 169 1.38 %
MP PENSJON PK 750 000 1.31 %
TASK HOLDING AS 651 332 1.13 %
KLAVENESS MARINE FINANCE AS 645 978 1.12 %
LAVE AS 604 951 1.05 %
H A SKAJEMS PLANTESKOLE AS 589 430 1.03 %
BERGEN KOMMUNALE PENSJONSKASSE 550 000 0.96%
Top 20 39 660 544 69.04 %
Other shareholders 17 785 745 30.96 %
Total 57 446 289 100.00 %

Selected corporate matters

  • · Listed on Euronext Growth Oslo from April 2020 (CLOUD)
  • · Initiated process to prepare for listing on Oslo Børs and aim to complete such listing during 2021
  • · IFRS implemented from Q2-2020 ം Q2-2020 financial report published on 16 September 2020
  • · Cloudberry to follow Euronext's guidance on ESG reporting and comply with NUES' Code of Conduct

Cloudberry.no

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