EAM Solar

Legal Proceedings Report • May 2, 2019

EAM SOLAR ASA INFORMATION MEETING ON LITIGATION PROCESSES

2 May 2019

• 1. Limitation to publish information
• 1. Criminal Court of Milan process
• 1. Arbitration proceedings in Milan
• 1. Proceedings against UBI Leasing
• 1. Civil proceedings in Luxembourg on Aveleos claims
• 1. Oral Q&A session

Session will starts 11:30 CET and lasts for 1hr.

Reference is given to Stock exchange notices published on the 4th, 18th, 22nd and 30th of April.

FIRSTLY – LIMITATION ON INFORMATION AT THIS POINT IN TIME

• The Criminal Court of Milano, 10 section, decided on the 18th of April 2019 that EAM Solar ASA was victim of a criminal contractual fraud in conjunction with the acquisition of the P31 portfolio in 2014.
• This is now a legal fact but does not represent a final ruling ("res judicata").
• This mean that the litigation processes of EAM Solar ASA against Enovos (Encevo) and Avelar (Renova Group) and their joint investment company Aveleos and its directors following their criminal contractual fraud has not reached its conclusion and consequently are not over.

Therefore: there are many questions we cannot answer now because;

• We either are bound by Court Confidentiality (mainly Milan arbitration proceedings) …
• for litigation strategic reasons do not wish to convey the answer to …
• Or, because we do not have the answer at this point in time.
• However, as a listed company we are obligated by the Norwegian rules and regulation governing the requirement to report material news to the stock market.
• EAM Solar ASA will continue to report through stock exchange notices, and in quarterly and annual reports on the material events and status of the litigation processes the company is involved in within the above limitations.
• The Criminal Court of Milano, 10 section, decided on the 18th of April 2019 that EAM Solar ASA was victim of a criminal contractual fraud in conjunction with the acquisition of the P31 portfolio in 2014.
• Furthermore, the Court decided that the indicted was found guilty in the some of the criminal charges brought against them for fraud against the State of Italy.
• The decision published on the 18th of April is not the complete ruling, but only identifies the issue of guilt and immediate provisional damages.
• The complete written ruling may be issued 90 days after the publication of the Court decision. However, this may be prolonged at the courts discretion.
• The convicted may appeal the decision within 45 days after the publication of the final ruling.
• We expect the ruling to be appealed based on statement made to the Swiss press following the courts decision.
• The "Provisional Damages" granted to EAM Solar ASA of EUR 5m is immediately enforceable. The company will notify the stock market at the appropriate time of all formal legal actions the company takes in the future.

Excerpt from stock exchange notice of the 4th April:

• "The Tribunal dismissed EAM's claims for the annulment based on the claim of fraud and for the termination of the SPA.
• The Tribunal declared the right of EAM to be compensated for losses suffered in connection with the breach of the Representation and Warranties under the SPA within the limits of the liability cap as defined in the SPA. The liability cap in the SPA is defined to be approximately EUR 3,7 million.
• The Arbitration decision was not unanimous, but with one out of three arbitrators dissenting from dismissing the claims brought by EAM Solar ASA and EAM Solar Italy Holding Srl.
• The dissent to the ruling was substantiated in a separate dissenting opinion published together with the arbitration ruling. The Tribunal also decided that the ascertainment of any fraudulent act or behaviour of Messrs Giorgi and Akhmerov falls outside of the scope of the Arbitral Tribunal's jurisdiction, thus concluding that the arbitration decision was without any prejudice of any additional amount that might be found due because of any fraudulent act or behaviour of Mr Giorgi or Mr Akhmerov.
• The Board of Directors and management will discuss the consequences of the arbitration decision with the Company's legal counsel and revert to the stock market with more information at a later stage."
• The arbitration process is subject to strict confidentiality.
• The decision will become "res Judicata" on the 8th of July 2019.
• An arbitration decision in Milano may be appealed on formal legal grounds, and the legal venue is the Appeal Court of Milan.
• We will inform the stock market at the appropriate time.