Elmera Group ASA

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ifrs-full:EquityAttributableToOwnersOfParentMember 2138006BSHJVCD9SR489 2024-12-31 ifrs-full:NoncontrollingInterestsMember iso4217:NOK iso4217:NOK xbrli:shares Annual report 2024 1 2024 Annual Report Contents MAIN OFFICE, BERGEN: Elmera Group Folke Bernadottes vei 38 5147 Fyllingsdalen Norway elmeragroup.no Annual Report Elmera Group ASA and the Elmera Group PREFACE 0.1 Key ﬁgures 3 PART 1 1.1 Letter from the CEO 4 PART 2 2.1 Elmera Group at a glance 7 Our business 8 2.2 Management 11 Organisation 12 2.3 Sustainablility statement 18 2.4 Corporate Governance Report 55 2.5 Board of Directors 63 PART 3 3.1 Strategy and strategy planning 68 PART 4 4.1 Board of Directors’ Report 76 4.2 Financial statements Elmera Group 87 4.3 Notes Elmera Group 95 4.4 Financial statements Elmera Group ASA 178 4.5 Notes Elmera Group ASA 185 4.6 Auditor’s report 217 Annual report 2024 2 Annual report 2024 3 Key ﬁgures Preface – 0.1 Key ﬁgures NOK in thousands 2024 2023 Revenue 12 229 493 18 920 598 Net revenue 1 776 911 1 728 071 Net revenue adjusted 1 792 709 1 732 998 EBIT reported 436 181 359 202 EBIT adjusted 569 013 513 171 EBITDA 814 068 745 721 EBITDA adjusted 832 766 776 610 Basic earnings per share (NOK) 3,25 1,77 Diluted earnings per share (NOK) 3,19 1,74 EBIT margin 25 % 21 % EBIT margin adjusted 32 % 30 % Net interest bearing debt (cash) 802 156 568 729 Capex excl. M&A 68 419 52 477 Volume sold (GWh) 17 075 17 873 # of deliveries ('000) excl. Extended Alliance 905 920 Key ﬁgures 0 200 400 600 800 1000 1200 Electricity price (Nord Pool System price) Electricity price (Nord Pool System price) NOK/MWh 1.1 Letter from the CEO Part 1 Part 1 – 1.1 Letter from the CEO Annual report 2024 4 Annual report 2024 5 Part 1 – 1.1 Letter from the CEO Letter from the CEO Dear Shareholders, Over the past years, Elmera Group has evolved signiﬁcantly. Once known solely as Fjordkraft Holding and focused on owning a single electricity retailer in Norway, we now encom- pass four core electricity retail companies - supported by associates and joint ventures - united in our purpose: To create the most attractive electricity retailers in the Nordics. Throughout 2024, we have continued to reﬁne and strengthen our core business. We have progressively de-risked our product portfo- lios, particularly in Finland and Sweden, and adapted the contract structure in Norway to better align with market volatility and the current electricity support scheme. This has made our business model more robust, pre- serving healthy margins while enhancing sta- bility and predictability for both our customers and the Group. We remain committed to creating value for our shareholders, which is also illustrated by our strategic capacity to develop and real- ise value through spin-offs. In December, we completed the sale of our 40% ownership in the technology company Metzum AS, follow- ing on from the previous partial divestiture of Fjordkraft Mobil in 2022. These steps reﬂect our continuing focus on delivering strong ﬁnancial performance, while staying agile and responsive to market opportunities. We deliv- ered on all our ﬁnancial targets for 2024, and now we are shifting the focus towards 2025. The past years have brought increased attention to electricity retailers in the Nordics. Volatile electricity prices, evolving regulations, and heightened consumer awareness have underscored the importance of compliance and transparency. Elmera Group has long been a front-runner in engaging proactively with regulators, con- sumer authorities and politicians in Norway and the EU. Over this period, we have elevated our invoicing transparency, adapted to new legislative requirements and introduced tech- nological solutions that enable our customers to optimise energy usage, while strengthening our role as trusted advisors. These initiatives reinforce our leadership position in Norway, where Fjordkraft remains the market-leading retailer. Simultaneously, Rolf Barmen, Chief Executive Ofﬁcer Photo: Frode Fjellstad our brands - Gudbrandsdal Energy in Norway and Nordic Green Energy in Sweden and Finland - are achieving ever-higher levels of customer satisfaction and brand recognition, a testament to our commitment to delivering value for our customers. In line with our strategic growth ambitions in the Nordics, we see signiﬁcant potential for increasing our market share in Sweden and Finland. Nordic Green Energy will continue as our consumer brand in both markets, while we will introduce Fjordkraft as a Pan-Nordic brand for business customers, reﬂecting the success of our cross-border product manage- ment initiatives. To support these ambitions, we are strength- ening our own sales capabilities, migrating the operations to the Elmera IT platform and continuously enhancing our product offerings to meet the evolving needs of these markets. The Norwegian Business segment remains stable, underpinned by a large and diversiﬁed customer base and a strong market position, and we will continue to reﬁne our services so customers can manage changing energy needs more effectively. As part of the Group’s New Growth Initiatives, AllRate is now offering its rating and billing Annual report 2024 6 Part 1 – 1.1 Letter from the CEO Rolf Barmen , Chief Executive Ofﬁcer, Elmera Group services to grid operators, expanding our mar- ket reach. Meanwhile, our revised electricity sourcing model through Elmera Energy intro- duces new opportunities to optimise power purchasing, leverage data-driven insights, and further enhance proﬁtability. Proposals around electricity subsidising schemes in Norway remain under politi- cal discussion, but the important role of the electricity retailers remains unchanged. As the leading player in the industry, with a cut- ting-edge technological platform and the larg- est customer base in Norway, we will continue to assist and advice our customers in opti- mising their energy consumption as well as their grid rent through our digital solutions and customer service, also with an improved subsidising scheme in place. Thanks to our stable ﬁnancial proﬁle, proven ability to adapt to shifting regulations and mar- ket conditions and our high cash-conversion business model, Elmera Group is well posi- tioned to pursue growth opportunities while consistently delivering attractive returns to shareholders. As we close another eventful year, I would like to express my gratitude to our dedicated employees, customers, and partners for making 2024 such a success. We enter 2025 with conﬁdence that Elmera Group’s vision, resources, and strategic direction will keep us at the forefront of electricity retail in the Nordics. Thank you for your continued support. 2.1 Elmera Group at a glance Part 2 Part 2 – 2.1 Elmera Group at a glance 7 Annual report 2024 Elmera Group ASA Elmera Energy AS Fjordkraft AS Fjordkraft Mobil AS (61%) Trøndelag Kraft AS Elmera Industrial Ownership AS AllRate AS Steddi Payments AS Elmera Nordic AS Switch Nordic Green AB Switch Nordic Green, Finland branch Fjordkraft Företag AB Gudbrandsdal Energi AS Energismart Norge AS SunPool AS (50%) * Brand Nordic Green Energy Kraftanmelding AS (34%) Annual report 2021 Part 2 – 2.1 Elmera Group at a glance Company Structure: Our business Annual report 2024 8 Elmera Group Providing consumers, businesses and the wholesale market with electricity, billing & rating services and electricity related technology solutions. PURPOSE To create the most attractive electricity retailers in the Nordics VISION Supply 3 million people with electricity services at home and at work VALUES Simplify - Be friendly - Create value Annual report 2024 9 Elmera Group ASA uses the following seg- ments in its ﬁnancial reporting: • Consumer, Norway • Business, Norway • Nordic, electricity sales business in Switch Nordic Green, Sweden and Finland • New Growth Initiatives (NGI) comprise of other business activities (sale of EV charg- ers, PV panels, mobile services, power sale and related services to Alliance partners payment solutions and strategic expendi- tures) which are not considered separate operating segments. Consumer market, Norway The Group has several brands, Fjordkraft, TrøndelagKraft and Gudbrandsdal Energi. Its overall market share in the consumer segment in Norway is approximately 24 per cent. Business market, Norway Elmera Group is a leading supplier to the busi- ness market. Its overall market share in the business segment in Norway is approximately 22 per cent. Products range from straightfor- ward electricity contracts to advanced power portfolio management. Customers range from energy-intensive industrial manufacturers and large corporations with facilities all over the country to small local businesses. Digital energy reporting and analysis tools help businesses achieve efﬁcient energy use. Elmera Group also offers various power purchase agreements and energy and environmental advice. Nordic Elmera Group has a subsidiary called Switch Nordic Green AB. The company sells renewable energy and electricity contracts with guarantees of origin (GoOs) in the con- sumer and business markets under the brand name Nordic Green Energy. NGI – New Growth Initiatives Mobile In April 2017, Fjordkraft became a mobile ser- vice provider. Fjordkraft offers its customers low-cost mobile services via Telia’s network. Fjordkraft is the largest mobile service pro- vider in Norway without its own telecommu- nications network. Elmera Group and Telia entered into cooper- ation on mobile customers through Fjordkraft Mobil AS. Fjordkraft AS owns 61 per cent of Fjordkraft Mobil AS, while the remaining shares are owned by Telia Norge AS. Extended Alliance Elmera Group delivers billing and payment services for electricity and broadband com- panies via AllRate AS. The platform was developed by Fjordkraft and is operated and upgraded by its jointly owned software. Alliance partners The alliance concept is Elmera’s collaboration model for power producers and electricity retailers in rural areas. Elmera Group provides services related to power trading and market support to electricity companies across Norway. These are electricity retailers, power grid companies and power producers. The alliance concept also provides the company with good insights into the conditions and sit- uations for a wide range of different players and allows us to present a comprehensive picture in our communication with industry associations and the government. Acquisitions • On 1 July 2019, Fjordkraft acquired 100 per cent of the shares in the end-user company Vesterålskraft Strøm AS. • In February 2018, an agreement was signed to acquire the shares in TrønderEnergi Marked AS, an electricity retailer in the Trøndelag region. Part 2 – 2.1 Elmera Group at a glance Our business Numbers in thousands Full year 2024 Full year 2023 Electrical deliveries Consumer segment 657 667 Electrical deliveries Business segment 130 127 Electrical deliveries Nordic segment 118 125 Total number of electrical deliveries 905 920 Number of mobile subscriptions 111 115 Deliveries * Number of deliveries excl. Extended Alliance deliveries. Number of deliveries incl. Extended Alliance deliveries: 1 012 thousand in 2024 (2023: 1 003 thousand). Annual report 2024 10 Part 2 – 2.1 Elmera Group at a glance • In August 2018, Fjordkraft completed another transaction with the TrønderEnergi Group, this time acquiring all of the shares in Oppdal Everk Kraftomsetning AS. • In October 2018, the company completed a transaction with BKK AS to take over the customer portfolio of Etne Elektrisitetslag. • In September 2020, Fjordkraft completed the acquisition of Innlandskraft AS. Innlandskraft AS comprised the end-user companies Gudbrandsdal Energi AS and Eidsiva Marked AS. • In November 2020, Fjordkraft acquired 100 per cent of the shares in the Swedish enduser company Switch Nordic Green AB and its branch in Finland, which trade under the brand name Nordic Green Energy. • In October 2021 Fjordkraft acquired the Sky mobile portfolio of approximately 34,000 mobile clients. Subsidiaries • Fjordkraft AS owns 100 per cent of the shares in the electricity retailer TrøndelagKraft AS, which is based in Trondheim. • Elmera Group through Elmera Industrial Ownership AS owns 100 per cent of the shares in the electricity retailer Gudbrandsdal Energi AS, which is based in Vinstra. • AllRate AS was established in January 2020. Elmera Industrial Ownership AS owns 100 per cent of the company’s shares. AllRate AS delivers rating and billing ser- vices across the value chain to end-user companies and grid companies in Norway. The company also aims to win customers in Northern Europe. • Steddi Payment AS (former Betalservice AS). Predictable payment plans for house- holds are currently offered in coopera- tion with electricity retailers in the Elmera Group, offering a differentiating value proposition. • Telia Norge AS holds 39 per cent of the shares in Fjordkraft Mobil AS and Fjordkraft AS 61 per cent. Joint ventures In September 2024 Elmera Group acquired 33,72 per cent of Kraftanmelding AS, making Elmera the largest shareholder. The investment provides access to 3 TWh of electricity pro- duction and valuable synergies and ﬂexibility. SunPool AS is co-owned by the Group and Solcellespesialisten, each holding a 50 per cent stake. The company focuses on ﬁnancing and operating solar panel systems through an underlying fund. SunPool manages the fund and agreements, ﬁnds investors, and enters into contracts with electricity sales compa- nies. At the end of 2024 Elmera Group reached an agreement with Rieber & Søn AS for the sale of the minority share in Metzum AS. The transaction priced the company at 400 MNOK, resulting in cash proceeds of 160 MNOK. Ownership structure Through the acquisition of Innlandskraft in 2020, Gudbrandsdal Energi Holding became a signiﬁcant owner in Elmera Group, holding about 7 per cent of the total shares outstand- ing as per year-end 2024. The Government Pension Fund Norway was the largest share- holder at year-end 2024, holding about 9 per cent of outstanding shares. History Fjordkraft was founded on 1 April 2001 with the ambition of becoming a leading company in the sale of electricity to the end-user market. Since the outset, the company has striven to increase national competition in the end-user market, introduce forward-looking, custom- er-friendly solutions, and ensure a level playing ﬁeld for all the players in the industry. The company was founded as a result of a merger between the power trading operations of BKK Kraftsalg AS and Skagerak Energi AS. The name Fjordkraft was adopted on 1 June 2001. The General Annual Meeting in 2022 approved changing the company’s name from Fjordkraft Holding ASA to Elmera Group ASA. This to avoid confusion with the subsidiary and electricity supplier Fjordkraft AS. Elmera Group is in a position to accelerate the green shift for over 1 million customers in the Nordics by: • Promoting the use of our apps in order to achieve power saving and predictability • Cutting emissions in cooperation with suppliers and customers • Offering solar cell installations and assist our customers with the production, storage and sale of solar energy Our business 2.2 Management Part 2 – 2.2 Management 11 Annual report 2024 Annual report 2024 12 Organisation Part 2 – 2.2 Management Executive Vice-President Nordic Per Heiberg-Andersen Nordic Green Energy Chief Strategy Ofﬁcer (CSO) Arnstein Flaskerud Executive Vice-President Service Companies Solfrid Kongshaug Aase Allrate AS, Kraftalliansen, Steddi Payments AS Chief Executive Ofﬁcer (CEO) Rolf Barmen Executive Vice-President Power markets and energy supply Solfrid Fluge Andersen CEO Fjordkraft AS Magnar Øyhovden Chief Financial Ofﬁcer (CFO) Henning Nordgulen Executive Vice President (EVP) and Chief Information Ofﬁcer (CIO) Kari Marvik Executive Vice-President Business Roger Finnanger Executive Vice-President People, Culture & Communications Jeanne Katralen Tjomsland Success CEO Rolf Barmen Group Finance Henning Nordgulen Strategy, Innovation, M&A and Sustainability Arnstein Flaskerud IT Kari Marvik People, Culture & Communications Jeanne K. Tjomsland CEO Fjordkraft AS Magnar Øyhovden Power Markets and Energy supply Solfrid Fluge Andersen Nordic Per Heiberg-Andersen Business Roger Finnanger Service Companies Solfrid Kongshaug Aase Annual report 2024 13 Part 2 – 2.2 Management Rolf Barmen President and Chief Executive Ofﬁcer (CEO) Background: Rolf Barmen, born in 1964, is the President and Chief Executive Ofﬁcer (CEO) of the Group. Mr. Barmen has been the CEO of Fjordkraft since 2013 until June 2022. He has extensive experience as a chief execu- tive ofﬁcer within the telecommunication industry including Telering AS from 1999 until 2008, Chess Communication from 2008 until 2011 and NextGenTel from 2011 until 2013. Furthermore, he has experience as regional director at Telenor Telehus and operations manager at IKEA Bergen, as well as the Chairman of Sportsklubben Brann. Education: Mr. Barmen holds a Master of Science in Economics and Business Administration from the Norwegian School of Economics (NHH). Arnstein Flaskerud Executive Vice-President (EVP) Strategy, Innovation, M&A and Sustainability Background: Arnstein Flaskerud, born in 1963, is the Company’s Executive Vice-President (EVP) and Head of Strategy, Sustainability and M&A. Mr. Flaskerud has more than 30 years experience in the electric power industry. He commenced employment with Fjordkraft in 2001 as the Director of Corporate Clients. Mr Flaskerud was a strategic business developer in 2010, Director of the Strategy department in 2013, market manager for BKK Kraftsalg AS from 1997 until 2001 and Market Manager at Bergen Lysverker from 1992 until 1996. Mr. Flaskerud was an engineer at Samkjøring av Kraftverkene in Norway for six years prior to 1992. In 2013, Flaskerud received the industry price for “Inﬂuencer of the Year” for his work with common invoicing and the “Supplier- centric Model”. Education: Mr. Flaskerud holds a degree in Electric Power Engineering from Bergen University College (HiB) and an Executive Master of Management from the Norwegian Business School (BI). Annual report 2024 14 Part 2 – 2.2 Management Henning Nordgulen Executive Vice-President (EVP) and Chief Financial Ofﬁcer (CFO) Background: Henning Nordgulen, born in 1965, is the Executive Vice-President (EVP) and Chief Financial Ofﬁcer (CFO) of the Group. Mr. Nordgulen commenced employment With Elmera Group in 2022. He was previously CFO at Sbanken ASA from 2015, where he also held positions as Deputy CEO and CEO of Sbanken Boligkreditt AS. From 2013 to 2015 Mr. Nordgulen was CFO at Bergen Group ASA, a group within maritime and offshore services. Formerly, he has held the position of Director Business Division at Sparebanken Vest and management positions within international shipping and industry companies. Education: Mr. Nordgulen holds a Bachelor’s degree from the Norwegian School of Management (BI), and has additional educa- tion from IMD in Lausanne. Magnar Øyhovden Chief Executive Ofﬁcer, Fjordkraft AS Background: Magnar Øyhovden, born in 1968, is the Chief Executive Ofﬁcer (CEO) of Fjordkraft AS. Mr. Øyhovden has been the CEO since august 2022. He has extended experi- ence within the ﬁnance industry as CEO of Sbanken ASA (previously Skandiabanken) from 2000 until 2019. From 2020 until 2022 Mr. Øyhovden was the Group Director of Media Bergen AS. Education: Mr. Øyhovden holds a Master of Science in Economics and Business Administration from the Norwegian School of Economics (NHH). Annual report 2024 15 Solfrid Kongshaug Aase Executive Vice-President (EVP) Service Companies Background: Solfrid Kongshaug Aase, born in 1969, is the Company’s Executive Vice-President (EVP) and Head of Service Companies. Ms. Aase has more than 20 years experience in the electric power industry. She held several managerial positions in BKK AS and Fjordkraft in the ﬁelds of Business Development, Sales and Portfolio Services. At Fjordkraft, Ms. Aase has, among other posi- tions, worked as Business Manager from 2001 until 2006, as Market Manager for major cus- tomers from 2006 until 2008, was appointed Director of Customer Service in 2015 before she was appointed Head of Company Projects in 2017. Since 2019 until August 2022 Ms. Aase was Head of Alliances. Education: Ms. Aase holds a cand.polit. degree in Economics from the Univeristy of Bergen (UiB). Part 2 – 2.2 Management Solfrid Fluge Andersen Executive Vice-President (EVP) Power markets and energy supply Background: Solfrid Fluge Andersen, born 1976, is the Company’s Company’s Executive Vice-President (EVP) and Head of Power markeds and energy supply. Ms. Andersen was employed at Fjordkraft in 2010 as Chief Accountant Ofﬁcer. In 2014, she left the company and joined Falck Nutec as CFO. In 2015 she returned to Fjordkraft in the role of Business Developer. In the period 2015 to 2019, she had several different manage- ment positions within the invoicing, operations and in the Power Trading department, before she was appointed Executive Vice President for Operations Division in June 2019. The 1st of December 2023 she was appointed to the Head of Power markets and energy supply. Ms. Andersen also has relevant experience from Bergen Energi (Kinect) as Team Manager for Cost Management before she was employed by Fjordkraft, and later Elmera Group ASA. Education: Ms. Andersen holds a Master of Science in Economics and Business Administration from the Norwegian School of Economics (NHH) and a diploma i Hospitality Management from the International College of Tourism & Hotel Management in Sydney, Australia. Annual report 2024 16 Part 2 – 2.2 Management Per Heiberg-Andersen Executive Vice-President (EVP) Nordic and other end-user companies Background: Per Heiberg-Andersen, born in 1970, is Executive Vice President responsible for Nordic expansion and ﬁghting brands. Prior to this role, Mr. Heiberg-Andersen was CEO at AllRate, a subsidiary of Fjordkraft. Mr. Heiberg-Andersen has had a long career in telecoms and IT, and held positions as Regional Manager Western Norway in Telenor, as well as Vice President of both B2B and Consumer Divisions at NextGenTel (a Telia subsidiary). Mr. Heiberg-Andersen has also been a consultant (Director) at KPMG, with many projects in the electric power industry. Education:Mr. Heiberg-Andersen holds a Master of Science in Economics and Business Administration as well as a CEMS Master from the Norwegian School of Economics (NHH) and the University of Cologne. Roger Finnanger Executive Vice-President (EVP) Business Background: Roger Finnanger, born in 1981, joined Fjordkraft in 2011 as a key account manager. In 2012, Mr. Finnanger became the Sales Manager SME. He has headed the business market venture in the position of Director Business since 2014. In February 2019, Fjordkraft established a separate division for the business market and Mr. Finnanger assumed the position of Executive Vice-President Business. Mr. Finnanger has a background from Coca-Cola Enterprises where he worked for 10 years in a number of positions within sales, management and personnel development. Education: Mr. Roger Finnanger took a basic course in business economics at the Norwegian Business School (BI). Annual report 2024 17 Kari Marvik Executive Vice President (EVP) IT (CIO) Background: Kari Marvik, born 1970, was employed at Fjordkraft in 2021 as Director Cross Border Development. She has also held other management positions in Fjordkraft AS/ Elmera Group ASA as Manager Operational Excellence and Head of IT and projects. Before entering the Elmera Group Ms. Marvik came from a position as Research director at NORCE and Vice president of Science and Technology at Christian Michelsen Research where she was responsible for industrial research pro- jects towards sectors like Energy, Renewables, Marine and Aquaculture. She also has relevant IT experience from the telecom sector, where she has had different management positions in companies like Telenor and Nextgentel. Education: Ms. Marvik holds a cand. scient degree from the University of Bergen (UiB). Jeanne K. Tjomsland Executive Vice-President (EVP) People, Culture & Communications Background: Jeanne Katralen Tjomsland, born in 1965. Ms. Tjomsland has over 25 years’ experience within the ﬁeld of com- munication. She commenced employment with Fjordkraft as Communications manager in 2002, was appointed Director of Human Resources and Security in 2010 (which from 2015 also included a communications role). Jeanne Tjomsland was EVP, CHRO&CCO (Chief communications Ofﬁcer) in Fjordkraft Holding ASA until August 2022. She then held the position as CHRO, CCO for the Elmera Group in Fjordkraft AS until December 2023, becoming CHRO&CCO in Elmera Group ASA. Ms. Tjomsland was a senior public relations consultant and Deputy Manager at Consilio Kommunikasjon AS from 1997 until 2001. Education: Ms. Tjomsland holds a Master of Science in Economics and Business Administration from Universitetet i Agder (UiA) and an Executive Master of Management degree from the Norwegian Business School (BI). 2.3 Part 2 – 2.3 Sustainability statement 18 GENERAL DISCLOSURES 20 Basis for preparation 21 Governance of sustainability matters 21 Incentive schemes 22 Risk management and internal controls 22 Material impacts, risks and opportunities 22 Double materiality assessment 22 Stakeholder engagement 23 CLIMATE CHANGE 26 Positive impact and opportunity 29 Useful digital customer solutions 29 Products and services for the low-emission society 30 Energy services for the business market 31 Climate requirements 32 Policies related to climate change mitigation and adaptation 34 Actions and resources in relation to climate change policies 34 Climate accounts 38 OWN WORKFORCE 41 Material impacts, risks and opportunities 42 Policies related to own workforce 44 Processes for engaging with own workforce 46 Targets 46 CONSUMERS AND END-USERS 47 Material impacts, risks and opportunities 48 Policies related to consumers and end-users 49 Processes for engaging with consumers and end-users 49 Targets 49 BUSINESS CONDUCT 50 Material impacts, risks and opportunities 51 Policies for good business conduct 52 Sustainability statement Annual report 2024 Annual report 2024 19 ESRS S1 Own workforce ESRS S4 Consumers and end- users ESRS G1 Business conduct ESRS E1 Climate change Environmental Social Governance Topical standards Cross cutting standards ESRS 1 General requirements ESRS 2 General disclosures Part 2 – 2.3 Sustainability statement Annual report 2024 20 GENERAL DISCLOSURES ESRS 2 Part 2 – 2.3 Sustainability statement Annual report 2024 21 Estimates are used in elements of the report- ing, to ﬁll gaps where data is unavailable. More information about estimates, assumptions and the corresponding measurement uncertainty are described in the accounting principles of the respective disclosure point. Changes in reporting or reporting errors If we discover errors in previous reporting that meet the threshold for a restatement, the spe- ciﬁc data that has been restated will be clearly speciﬁed. Governance of sustainability matters To ensure necessary oversight of, and focus on sustainability matters, several governance bodies are involved in the process to man- age material impacts, risks and opportunities. This includes the Executive Management Group, the Audit Committee and the Board of Directors. Executive Management The Executive Management Group oversees the process of preparing the group’s DMA. Several of the EVPs have been involved in identifying and scoring impacts, risks and opportunities. Threshold values for materi- ality and corresponding material impacts, risks and opportunities have been reviewed and adopted by the Executive Management Group. Audit Committee Implementation of CSRD and double material- ity has been on the Audit Committee’s agenda in 2024 to ensure quality and alignment. A plan towards complete CSRD reporting for 2025 has been reviewed and approved, along with the results of the DMA. The Group’s auditor, who holds expertise in sustainability reporting, has been present in meetings and supported the Audit Committee in evaluating Elmera Group’s process concerning CSRD and dou- ble materiality, hereunder identifying material impacts, risks and opportunities, and manag- ing them. Board of Directors As the highest governance body, the Board of Directors are responsible for oversight of, and managing, impacts, risks and opportunities. They have been adequately informed about the double materiality process through a detailed description and a presentation, which concluded in approval of the DMA. Basis for preparation This statement represents Elmera Group’s Sustainability Statement prepared based on the EU’s Corporate Sustainability Reporting Directive (CSRD) and the associated European Sustainability Reporting Standards (ESRS). As of now, reporting in accordance with CSRD is statutory from the ﬁscal year of 2025. However, the European Commission have made a pro- posal that reporting requirements should only apply to large undertakings with more than 1000 employees on average. If adopted by the EU and the Norwegian Government, sustain- ability reporting would remain voluntary for Elmera Group. We will closely monitor devel- opments but remain focused on ensuring full compliance with the reporting requirements for the 2025 reporting period. Elmera Group also reports according to the Norwegian Transparency Act. As a guiding tool, we have relied on the implementation guides made available by the European Financial Reporting Advisory Group (EFRAG). Scope of consolidation The organisational scope for the Sustainability Statement includes all operations for Elmera Group and its subsidiaries. It is prepared in alignment with Elmera Group’s consolidated ﬁnancial statement following the ﬁscal year 1 January 2024 to 31 December 2024. Disclosures in relation to speciﬁc circumstances Time horisons The short-term time horison for data in the Sustainability Statement follows the ﬁnancial statement. Medium- (up to ﬁve years) and long-term (more than ﬁve years) horisons are aligned with the deﬁnitions under the double materiality assessment (DMA). Sources of estimation and outcome uncertainty We aim to disclose data as correctly and accu- rately as possible by using primary measure- ment data and by using emission conversion factors recognised by the Greenhouse Gas Protocol (GHG Protocol) to calculate emis- sions. We have utilised the following methods when preparing our climate accounts, in line with recommendations from the GHG Protocol: 1) Activity-based and 2) Spend- based and 3) Hybrid. The spend-based method is used as a last resort when activity data is unavailable. ESRS 2 Part 2 – 2.3 Sustainability statement Annual report 2024 22 The composition and diversity of the Executive Management Group, the Audit Committee and the Board of Directors are described under section 2.2 Management and 2.5 Board of Directors. Incentive schemes Elmera Group has an incentive programme for all employees, including the Executive Management Group. The purpose of the incentive scheme is first and foremost to ensure alignment of ﬁnancial interests between participants and Elmera Group’s shareholders and to create a link between remuneration and performance. The incen- tive scheme is based on weighted ﬁnancial and non-ﬁnancial targets deﬁned at the begin- ning of the year. As of now, remuneration is not linked to sustainability-related performance. Risk management and internal controls As part of our sustainability reporting we eval- uate risks and internal controls. Identiﬁed risks are discussed internally and reviewed with external auditors, who provide assurance over speciﬁc aspects of the sustainability report. We recognise risks related to incomplete or inconsistent sustainability disclosures, includ- ing potential inaccuracies in data inputs and manual errors in aggregating information from subsidiaries. Additionally, there is a risk of greenwashing, which we actively mitigate through transparency and rigorous documen- tation. Our approach includes developing clear process descriptions for key activities, such as climate accounting and double material- ity assessments. Generally, we mitigate risks through: • Documentation and verification of reported data. • Internal review mechanisms at multiple levels to ensure accuracy. • Compliance checks to align with regulatory requirements. Integration of Risk Management into Internal Processes Findings from risk assessments and internal controls are integrated into our internal pro- cesses through: • Review and validation of reported data. • Collaboration between business areas and group functions to ensure alignment. • Ongoing updates to reporting guidelines based on insights and external feedback. Reporting to Governance Bodies The sustainability report undergoes multiple compliance checks before board approval. Audit findings and control measures are reported to management and the board to enhance oversight and decision-making. The assurance activities performed by the external auditor are described in the assur- ance statement. Material impacts, risks and opportunities Based on the DMA, Elmera Group has iden- tiﬁed and assessed material impacts, risks and opportunities across our up and down- stream value chain and our own operations. Materiality is identiﬁed across the following ESRS topics: Climate change (E1), Own work- force (S1), Consumers and end-users (S4), and Business conduct (G1). Double materiality assessment To identify material impacts, risks and oppor- tunities, Elmera Group has conducted a DMA, meaning that materiality is considered from both an impact perspective and a ﬁnancial perspective. Impact materiality: an “inside out” view that focuses on the actual or potential short, medium and long-term impacts on people or the environment that are directly linked to Elmera Group’s operations and our value chain. These impacts can be both positive and negative. Financial materiality: an “outside in” view that focuses on how sustainability matters may pose either a prospective material risk or opportunity that could affect our ﬁnancial ESRS 2 Part 2 – 2.3 Sustainability statement Annual report 2024 23 External Our most important stakeholders Arenas for engagement Stakeholder interest and purpose of engagement Outcome of engagement Organisational anchoring Employees • Employee surveys • Performance dialogues • General meetings • Intranet Attract, retain and develop employees • Positive reputation • Job security • Diversity, equity and inclusion • Culture • Promote interaction and cooperation across the Group • Strong sustainability profile • Result of employee surveys • Employee turnover development • Employee engagement is a strategic KPI for the group • The Board of Directors are informed about the results Consumer customers • Customer surveys • Customer service • Social media • Sales channels • Cost • Consultative communication • Good digital solutions • Positive reputation • Trust and transparency • Customer satisfaction score • Increased customer awareness • Adaptation of products and services to better meet customer demands • Developments in customer retention • Customer satisfaction score is a strategic KPI for the group • Quarterly reviews of customer surveys in Business Units • Customer satisfaction score included in the general employee bonus scheme. Business customers • Customer surveys • Customer meetings • Customer service • Quarterly and annual reporting • Cost • Trust and transparency • Good digital solutions • Positive reputation • Good invoicing solutions • Good documentation • Power-price hedging knowledge • Sustainable operations Suppliers • Meetings • Conferences • Business networks • Supplier workshops • Negotiations and agreements To foster strong, transparent, and collaborative relationships with our suppliers, ensuring sustainable sourcing, ethical business practices, and continuous improvement in efficiency, quality, and environmental impact. • Profitability • Positive reputation • Sustainability • Energy optimisation • Stronger partnerships and collaboration • Ethical and responsible sourcing • Improved product and service quality • Compliance with our supplier demands • Compliance with our supplier demands reported to the Board of Directors • Quarterly reports and presentations to the Board and the investor market Investors • Investor meetings • Quarterly and annual reporting • Conferences • General assembly • Positive reputation • Sustainable business model • Responsible procurement • Good value propositions • Transparency • Clear understanding of our financial performance, strategic direction, and sustainability commitments • Build trust • Quarterly reports and feedback from analysts and investors Authorities • Meetings • Consultation responses • Reporting • Industry associations Showcase our contribution to society and provide insights, data, and expertise on the electricity market to enable more informed decisions regarding energy policies and regulations, ensuring a more sustainable and efficient energy supply that benefits the end-users. • Corporate social responsibility • Provide simple and unambiguous information to customers • Clear and understandable products • Compliance with applicable laws and regulations • Regulatory compliance and adaptation • Building mutual trust and improving dialogue • Weekly cross-functional communication forum where regulatory matters are reviewed Stakeholder engagement ESRS 2 Part 2 – 2.3 Sustainability statement Annual report 2024 24 performance and position over the short, medium and long term. The DMA will be reviewed annually to make sure it reﬂects potential new developments or organisational changes. Every third year we will do a more thorough review, repeating the entire process. The DMA process can be structured into four phases. Each phase will be described in the following paragraphs. Phase I: Understanding the business model and value chain In order to get an overview of the entire value chain we have mapped upstream activities, activities in our operations and downstream activities in a value chain analysis. Upstream activities were mapped using a comprehensive overview of the Group’s sup- pliers. Each supplier was categorised and put into groups based on their deliveries. A desk review of each supplier category was then carried out, to map up the associated value chains. This work built upon our human rights due diligence carried out in connection with the Norwegian Transparency Act. Activities in Elmera Group’s operations were mapped based on organisational structure and a “fol- low the money” approach using the ﬁnancial statements. Downstream activities take place after we have delivered a product or service. In addition to electricity consumption, we have focused on the use of physical products that we sell or distribute. The value chain analysis served as a good basis for identifying impacts, risks and oppor- tunities. Phase II: Identifying impacts, risks and opportunities A wide group of internal and external stake- holders was involved in this phase. We held stakeholder interviews with several internal experts and key external stakeholders. Of external stakeholders, we interviewed Elmera Group’s largest shareholder, primary bank connection, biggest supplier and an impor- tant business customer. The stakeholder inter- views provided valuable input that was used to identify impacts, risks and opportunities. A long-list was ﬁnalised in two internal work- shops and validated by subject matter experts within speciﬁc areas, such as supply chain, risk management, compliance, HR, strategy, power-trading and representatives from Elmera Group’s business areas Consumer and Business. Assumption In general, it is impossible to trace electricity from production to consumption. Therefore, when identifying impacts, risks and oppor- tunities associated with energy production we have assumed that the energy mix of Elmera Group’s sales volumes in Norway, Sweden and Finland corresponds with the estimated energy mix of physically delivered electricity developed by the Norwegian Water Resources and Energy Directorate for Norway and by the International Energy Agency for Sweden and Finland. Phase III: Assessing impacts, risks and opportunities The assessment methodology for assessing risks and opportunities was aligned with the risk management framework of Elmera Group. All indicators have been scored from 1 to 5. Impact materiality: Impacts have been assessed according to severity (scale, scope, and irremediability) and likelihood. Irremediability applies only to negative impacts, and likelihood applies only to poten- tial impacts. Financial materiality: Risks and opportunities have been assessed according to their ﬁnan- cial effect and likelihood. Financial effect is decided based on the estimated impact on ﬁnancial results, according to threshold val- ues from our risk management framework. Effect on reputation and turnover is consid- ered as well, as these factors may ultimately impact ﬁnancial results. Financial effects were assessed in close collaboration with internal experts from Group Finance. After scoring all impacts, risks and opportu- nities from the long-list, a short-list was assem- bled by removing those with a score beneath a predeﬁned value, as these were considered clearly not material. The short-list was then distributed to all participants of the two work- shops where impacts, risks and opportunities were identiﬁed for validation. Phase IV: Deciding a threshold value for materiality and ﬁnal validation Materiality is determined based on a threshold value. Impacts, risks and opportunities scored above this threshold value qualify as material. An initial threshold value of 15 was set in the assessment phase, meaning that impacts, risks or opportunities scored above 15 are considered material. This threshold value was adopted by the Executive Management Group and approved by the Board of Directors dur- ing this phase, along with the corresponding material topics. The material impacts, risks and opportunities decide what information we disclose in our sustainability statement. They were therefore assessed against the disclo- sure requirements for each material topic to determine the ﬁnal scope of reporting. We will work on establishing relevant targets related to the material topics where this is currently not in place. ESRS 2 Part 2 – 2.3 Sustainability statement Annual report 2024 25 Sub-topics The results are visualised in the following model: ESRS 2 Part 2 – 2.3 Sustainability statement Annual report 2024 26 CLIMATE CHANGE ESRS E1 Part 2 – 2.3 Sustainability statement Annual report 2024 27 Elmera Group is committed to take its part in mitigating the impact of climate change and contributing to a low-carbon society and economy. As an energy company, the majority of our CO2e impacts are indirect and occur in the value chain, e.g. from suppliers. With 452 employees across locations in Norway, Finland and Sweden, Elmera Group remains focused on taking the necessary measures to also reduce the climate impact of its own operations by minimising emissions from its ofﬁces. Elmera Group will use 2025 to set new tar- gets that will drive its climate ambitions going forward. We will use best practices and ecter- nally available guidance to set the targets. And ofcourse in line with the Paris Agreements 1.5oC scenario. Transition plan for climate change mitigation We will have a complete transition plan by the end of 2025. We already have an overarching goal to halve the greenhouse gas emissions per employee by 2030, based on 2019 levels. We have been working for years to cut our own emissions. At the UN Climate Conference in Katowice in 2018, Fjordkrafts climate initi- ative “Klimanjaro” was chosen as one of the winners of UNs Momentum for Change cli- mate action award. Being recognised as a lighthouse for other companies is a signiﬁcant achievment. We realised early on that where we can make the most signiﬁcant cuts is by setting requirements for our suppliers. Elmera Group’s ESG-pledge Elmera Group’s ESG-pledge is: ‘We pledge that our regular suppliers are ESG-committed.’ The ESG-pledge obliges our suppliers, but also us. The requirement is followed up in several ways. For many years we have required our regular suppliers to be climate-committed. Towards the end of 2024, we expanded this to become an ESG commitment. This means that we set requirements within climate and environment, social, and business ethics areas. Fjordkraft was the company in the Group that led the way by demanding climate neu- trality, which in 2022 was changed to climate requirements. This has meant that our regular suppliers have had to create climate accounts, list the measures they are taking to reduce emissions, and purchase quotas for their emis- sions. Our suppliers must prepare greenhouse gas accounts and a list of measures to cut their emissions. This must be uploaded to the climate portal, klimahub.no. We also encour- E We promise that all our regular suppliers are climate-committed. They must submit a climate report in Klimahub.no, provide a list of measures on how they will reduce emissions in Klimahub.no, and purchase quotas for their emissions to fulfill the "polluter pays" principle from day one. Alternatively, they can set approved Science Based Targets. Follow-up: Norway: Through Klimahub.no. Sweden and Finland: Suppliers must confirm compliance to our Head of legal and procurement. S Our suppliers must adhere to the UN Guiding Principles on Business and Human Rights (UNGP). Follow-up: Through proactive supplier follow-up. G Our suppliers must identify, manage, and comply with the business ethics requirements outlined in our guidelines; Supplier Code of Conduct. In case of serious breaches of the requirements, the supplier must immediately notify the group's procurement manager. Follow-up: Through proactive supplier follow-up. We promise that our regular suppliers are ESG-committed ESRS E1 Part 2 – 2.3 Sustainability statement Annual report 2024 28 age them to offset their emissions by purchas- ing Scope 1 and 2 allowances and Scope 3 upstream activities. We stand by the principle that the polluter should pay. Suppliers whose Science Based Targets (SBTi) have been approved in accordance with SBTi are also approved as our suppliers. Now, it is no longer just the ‘E’ in ESG that we will set requirements for; we want to be a bit “stricter” when it comes to ‘S’ and ‘G’ as well. But there is a difference here. For ‘E’, we go beyond legal requirements when we set demands on our suppliers. For ‘S’ and ‘G’, we do not go beyond the existing legal requirements. They are based on existing requirements. This means that our new ESG commitment should be achievable for our regular suppliers, but they must document that they meet the requirements. In the sustainability sub-strategy, there is a goal that we will have implemented the ESG commitment in all our companies by 2025. We are working closely with procurement man- ager on notiﬁcations and changes in agree- ments, Code of Conduct, and more. Why do we do this? We want to use our inﬂuence in a positive way. We can see that by setting these requirements, we can help cut greenhouse gas emissions by far more than we would be able to do alone. We have been doing this ever since we intro- duced climate requirements for our suppliers through ‘Klimanjaro’ in 2017. The requirement has changed since then, but we continue to inﬂuence our suppliers to take greater respon- sibility. The domino effect continues. Klimahub.no Klimahub.no is a tool where companies in Norway can create free climate accounts. This will likely become even more important when all the companies, regardless of size, will need to create climate accounts. Elmera Group is not the climate police but based on a desire for greater transpar- ency and the creation of what can become a national register for greenhouse gas accounts, our regular suppliers are required to register greenhouse gas accounts and action lists to reduce emissions on the Klimahub.no climate portal. By the end of 2024, 710 companies had registered their company in Klimahub.no and 466 of them had registered their greenhouse gas accounts in the portal. Klimahub.no is open for all businesses to use. Here, businesses can create greenhouse gas accounts, free of charge. If they already have greenhouse gas accounts, the business can upload the total ﬁgures from Scope 1, 2 and 3 in order to register. The aim is for Klimahub to be the register we can use to monitor Norwegian companies’ climate footprint. On Klimahub, it is also possible to compensate for emissions by purchasing allowances. Business partners and suppliers can also be invited to post their ﬁgures on Klimahub.no. This helps to increase the transparency of greenhouse gas accounts. Private individuals can use Klimahub to exert inﬂuence as consumers by choosing cli- mate-friendly companies for their purchases and as their potential employers. ESRS E1 Part 2 – 2.3 Sustainability statement Annual report 2024 29 Positive impact and opportunity Elmera Group has a positive impact on climate change by helping our customers optimise their electricity consumption through inform- ative communication, as well as services and products that provide insight, alerts, and con- trol of electricity consumption, for the beneﬁt of the customer and society. By using electric- ity more smartly, customers are able to reduce their electricity costs and footprint. Useful digital customer solutions App in the consumer market In 2024, more than 703,000 unique users used an app pro- vided by Elmera Group. We launched three new apps in 2024 and now have 21 apps in our portfolio. In November 2024, Nordic Green Energy (NGE) in Finland, climbed all the way to the top in the Finnish EPSI* ranking for private customers. *An EPSI rating spotlights which areas cre- ate customer satisfaction and loyalty in many different sectors. The apps give customers access to insights that help them optimise their own consump- tion. They gain a full overview of how much electricity they have used so far in the current month, and an estimate for the full month, as well as their live electricity consumption, if they have the real-time Puls meter. Customers get an overview of the month’s total costs so far, including grid tariff and electricity subsidy. They can also see their capacity level in the grid tariff model, how close they are to moving to the next level, and the costs associated with the various capacity levels. They can also see today’s and tomorrow’s electricity price, as well as a spot price forecast for the next ﬁve days. Based on this insight, consumption can be adjusted according to prices. Customers can do this themselves, but we also have ser- vices to help them by managing their electric- ity consumption automatically. By connecting a compatible electric car or electric car charger to one of our apps, the customer can charge smartly via the app. Then you can put the car on charge, decide when the car should be fully charged, and we will calculate during which hours it will be cheapest to charge within this time frame. In 2024 we launched smart heating man- agement. Smart heating management is a service whereby customers can connect compatible panel heaters, underﬂoor heat- ing thermostats and heat pumps in the app and automatically reduce the temperature during the three hours with the highest elec- tricity price. The customer chooses how much the temperature should be lowered. Smart heating can exercise control according to the capacity level, provided that you have a Puls meter. By activating Live Spending Limit in the app, the customer can receive notiﬁcations if their consumption means that they are about to exceed the capacity level in the grid tar- iff. For most customers, the capacity level is calculated on the basis of the average of the three hours with the highest consumption. By getting live notiﬁcations before they have exceeded the limit for the next level, the cus- tomer can adjust their consumption and avoid higher grid costs. With higher grid tariffs and intermittently high electricity prices, more people focus on not using too much electricity – or using too much electricity at the same time. We can see that app users have become better at shifting their electricity consumption to the hours when electricity is cheaper. Customers are also satisﬁed with the services we provide in the app. Both Fjordkraft and AllRate have scores at 4,3, in App Store and Google Play during 2024. Min Bedrift (My Company) All business customers have access to ‘Min Bedrift’ (My Company) at Fjordkraft.no. Here, the business customer can get a full overview of costs related to electricity consumption and grid tariffs, consumption together with associ- App for Fjordkraft, TrøndelagKraft, Gudbrandsdal Energi and Nordic Green Energy. ESRS E1 Part 2 – 2.3 Sustainability statement Annual report 2024 30 ated reports, and important information about their customer relationship. Active use of ‘Min Bedrift’ is an important tool to reduce a com- pany’s electricity costs. By using the reports to adjust electricity consumption and avoid price spikes, a company can achieve signiﬁcant sav- ings in terms of both electricity prices and grid tariffs, for example by analysing consumption against a temperature and power analysis of the hourly output at each individual plant. Two subscriptions are offered: Min Bedrift Basic and Min Bedrift Plus. Products and services for the low-emission society Marketplace Marketplace is a digital shopping centre where one of the most important products is the real-time Puls meter. The Puls meter is connected to the power meter via the HAN port and transmits power consumption data in real time. The Puls meter is compatible with the apps of Fjordkraft, TrøndelagKraft and Gudbrandsdal Energi. Marketplace includes several other products, such as recondi- tioned mobile phones and charging cables for mobile devices. Fjordkraft sells Apia’s charging cable, which has plant-based plastic insulation and 100 per cent recycled packaging. Energy footprint Fjordkraft’s app includes a function that dis- plays the energy footprint of customers’ elec- tricity use. This was developed in collaboration with Ducky AS in 2021. The energy footprint is the sum of all greenhouse gas emissions from the customer’s energy consumption. We measure this in CO2 equivalents (kgCO2e). Both CO2 and other greenhouse gases are included. To discover the size of the individual customer’s footprint, we multiply the energy consumption in kilowatt hours by a factor that describes how much CO2 the energy emits. In addition to their energy footprint, cus- tomers get good tips on how to reduce it. For example, by using a tumble dryer three times less per week over a full year will reduce your annual CO2 consumption by 300–500 kWh. This enables annual savings of 500 kWh, or 198 kgCO2e per customer. Solar cells for private customers In collaboration with Solcellespesialisten (spe- cialising in solar panels), Fjordkraft designs solar panel systems in dialogue with custom- ers in order to make the best possible use of the system for private households. An online solution includes a solar map that displays which of the home’s roof sur- faces are suitable for solar panels. It can also estimate what proportion of the home’s energy consumption could be replaced with self-produced solar energy. Customers choose between panel types with varying power out- put, appearance and price levels, and can see the size of the Enova subsidy they are entitled to. ‘Plus Customers’ (i.e. customers who in some periods produce more electricity than they use) can sell their surplus production to Fjordkraft. Plus Customers can choose between sell- ing their surplus production immediately at the market price, or using Solkonto (a Sun Account). Solkonto functions like a virtual battery ESRS E1 Part 2 – 2.3 Sustainability statement Annual report 2024 31 whereby customers can save up to 2000 kWh for use at a later date. Since they are saving kWh, customers can achieve a proﬁt by storing surplus production from the sum- mer months for use when their production drops and electricity prices rise in the winter months. Customers thereby avoid having to invest in physical batteries. Subject to certain conditions, the customer can manage savings and withdrawals via the Fjordkraft app. Energy services for the business market The companies in Elmera Group want to be an Energy Partner to the business community. Under the Energy Services umbrella, we offer innovative products and services that help companies achieve more energy-efﬁcient solutions and day-to-day activities. Common to the solutions is that they are local and sus- tainable, so they make a difference for the environment and for the company’s energy costs. Solar energy is an important energy source to meet future energy needs. We offer turn- key solar power systems to companies as an ‘Solar-as-a-Service’ solution aswell as the option to purchase the turnkey systems. The Solar-as-a-Service solution involves the building owner making their roof available, combined with establishing a long-term agreement to purchase electricity from the solar system. By handling project design, financing, installation and operation, we eliminate the entry barriers for companies. The customer beneﬁts from green electric- ity and predictable electricity prices, without making any investment themselves. Solar power systems will also have a positive effect on a building’s energy label (Energimerket). Upcomming regulations, which includes the option of sharing energy from solar power systems within business clusters, will further sement solar power as a solution for future energy demands. Turnkey solar power sys- tems are offered across our Norwegian com- panies: Fjordkraft, Gudbrandsdal Energi and TrøndelagKraft. Other concepts under Energy Services include charging solutions for electric cars, energy metering systems and local thermal energy plants with innovative heat pump tech- nology. We have also run an ongoing pilot pro- ject together with ECO STOR, where we offer environmentally friendly battery storage sys- tems for industry and commercial buildings. Part of the project includes the reuse batteries from electric cars as stationary energy storage devices in buildings. This is a very exciting initi- ative whereby the customer can, among other things, use the battery to cut power peaks in electricity consumption and locally store their own surplus energy production. Since the batteries are in their second life cycle, the installation is nearly emission-free. In our newest addition to Energy Services, we offer to execute an energy audit of our customers buildings, in collaboration with SASTECH, to understand their possibilities in terms of implementing cost-effective energy measures and an implementation schedule for the possible measures towards 2030. This also includes hands on control of the energy ﬂow through automation and data driven solu- tions to optimise the energy consumption with high focus on cost savings. With the aim of being at the forefront of the energy ecosystem of the future, this will give industrial and com- mercial customers the option to reduce power peaks and relieve pressure on the power grid as well as the possibility to increase the use of renewable power from solar systems. Business customers are also offered guar- antees of origin, advisory services and energy labelling . All buildings over 1,000 m² must undergo energy labelling every ten years and must hold a valid energy performance certiﬁ- cate. This is mandatory for everyone selling or renting commercial buildings. We offer all our customers the opportu- nity to create greenhouse gas accounts in the Klimahub.no climate portal. This can be accessed directly or via ‘Min Bedrift’. Guarantees of origin from Norwegian Hydropower Guarantees of origin are an electricity labelling scheme designed to show the electricity cus- tomer that a quantity of power is generated from a speciﬁed energy source. The scheme was introduced with the ﬁrst EU renewables directive in 2001, to give consumers a choice between renewable and non-renewable power. Power producers that sell guarantees of origin receive at the same time an extra income from their renewable power gener- ation. While purchasing electricity with guaran- tees of origin is widespread in the business market, there has been limited demand in the private market. Elmera Group has offered guarantees of origin under the collective ESRS E1 Klokkertunet Visitor Farm in Kongsvinger covers half of its energy needs with solar panels. This saves them a lot of money every year. Photo: Michel Jemble, Nordic Drones Jembl Part 2 – 2.3 Sustainability statement Annual report 2024 32 designation of renewable energy sources included in selected power agreements. Fjordkraft have a solution for the purchase of guarantees of origin in the private market, called Norsk Vannkraft. This is an optional service that can be combined with all power agreements. Electricity customers can view pictures and information about their local hydroelectric power station in the app or on ‘Min side’ (My page). GE and NGE have equiv- alent offers under their agreements. Climate requirements By setting climate requirements for our reg- ular suppliers regarding climate accounting, a list of measures to reduce emissions, and compensation for emissions through carbon credits, we expect an effect that exceeds our own operational emissions many times. We also see it as an opportunity for more of society to be electriﬁed. Electriﬁcation leads to increased consumption and increased sales. By using more electricity, the volumes increase overall. Increased price levels due to a lack of power development can also create increased mar- ket opportunities. Increased demand and will- ingness to pay for services can reduce the cost level related to electricity, for households and businesses. Understanding climate impact on Elmera Group Assessment of climate risk is part of Elmera Group’s overall risk management and report- ing. This takes place on an annual basis. Many different factors have contributed to high price volatility for the last years. These include geopolitical conditions, gas prices, high CO2 prices, and the transition to renewa- bles that bring more non-regulated power into the system. Going forward, the new normal is expected to be characterised by higher price volatility than before the electricity price crisis. 2025 may also bring entirely new guidelines for electricity in Norway, as Norwegian politi- cians have stated that they want better sup- port schemes for electricity for households. All this leads to unpredictability related to electricity costs, perceived as challenging by many in both the private and corporate sec- tors. It also led to a spotlight on our industry the recent years, from the media, politicians and our customers. Many have become more aware of prices, consumption and opportuni- ties for energy efﬁciency. As a consequence, more customers than before want to monitor electricity prices more closely, preferably in real time. Customers have become more aware of their own electricity consumption, which is very positive in terms of fulﬁlling SDG 12, which states that we will have responsible consump- tion and production. In turn, as a group we have been challenged to put in place even better technical solutions, for example in the various apps that our subsidiaries offer to customers. In the future, we will make it easier for our customers to become more self-sufﬁcient in local electricity. We already work with more power generation from local solar energy. If more customers become self-sufﬁcient in electricity in the years to come, this will have consequences for us. There are opportunities ESRS E1 Annual report 2024 33 for us as advisers to customers, but also as an innovative company that can offer services to help our customers transition to a renewable society. Changes in customers’ consumption pat- terns as a consequence of high prices, the changing international energy markets, and the composition of energy carriers have a direct impact on us and our customers. This is also true of EU climate goals, the phas- ing-out of fossil energy production, a high CO2 price, and investment in renewable energy. Investments in wind and solar power have made the European power market increas- ingly weather-dependent. Consumers have a low tolerance for high power prices, which entails risks for Elmera Group. We have extensive experience, tools, and expertise to manage the risk. Physical risk Physical risk involves costs associated with physical damage due to climate change. Elmera Group has very few assets that could be physically damaged as a consequence of climate change. The increased frequency of extreme weather conditions could result in signiﬁcant damage to grid owners’ infra- structure, which could affect Elmera Group’s reputation in the event of prolonged power outages. Society has a low tolerance for dis- rupted power supplies. Conclusion: Low risk Transitional risk Transitional risk involves economic uncertainty related to the transition to a low-emission society, and is divided into four catego- ries: Technology, market, policy and reputa- tion. Power prices are affected by many differ- ent elements. The EU climate goals and the phasing-out of fossil energy production, as well as investment in renewable energy, with a signiﬁcant wind power element, mean that the European power market is becoming increas- ingly weather-dependent. High gas- and CO2-prices also inﬂuence power prices. The war in Ukraine has less impact on prices now than at the start of the war, but it is causing greater ﬂuctuations than normal. In Norway, the debate on electricity prices has escalated, with political statements that could have con- sequences for the power market and electric- ity suppliers. We work for the best interests of our customers regardless and adapt to the solution that gains majority support. Challenges: • After several years of unstable prices, consumers have a low tolerance for high power prices. High prices draw more neg- ative attention and increase the industry’s reputational challenges. Wider ﬂuctua- tions in electricity prices make power pur- chases/hedging more demanding. There is a higher risk related to agreements that are based on price hedging. As a conse- quence of intermittent high power prices, there is also a risk of political intervention in the market. • Customers that are more self-sufﬁcient in electricity can be a threat to the company in the long term. This relates to increased investment in solar energy, development of batteries and new storage technology. Opportunities: The transition to a renewable society creates business opportunities for Elmera Group. Greater electriﬁcation leads to increased demand for products closely linked to Elmera Group’s core business. Variations in electric- ity prices favourably affect the demand for hedging products. Elmera Group has strong power trading expertise, which was strength- ened in 2024. This enables us to offer hedg- ing products that provide customers with more predictable prices. The transition to a low-emission society also gives us good opportunities to invest more in local electricity production, such as solar energy. If more people become self-sufﬁcient in energy, this can also reduce pressure on the market and be beneﬁcial to the green tran- sition. SunPool was established by the two Norwegian market leaders in electric- ity and solar energy; Elmera Group and Solcellespesialisten. The company develops and manages portfolios of solar panel instal- lations on properties in Norway. SunPool turns stricter energy requirements for buildings into a sustainable and proﬁtable investment. Our investment in SunPool mitigates long term reduction in customers’ consumption from the grid. Energy management tools offer opportu- nities in the short term, although increased energy efﬁciency represents volume risk in the long term. Taxonomy, the EU classiﬁcation requirement, was supposed to come into force for Elmera Group from 2025, when the new EU sustainability directive, CSRD, also was sup- posed to come into force for our Group. But in February 2025 the European Commission presented its new Omnibus proposal to sim- plify the Corporate Sustainability Reporting Directive (CSRD) reporting. Only large compa- nies with over 1000 employees will be subject to sustainability reporting requirements. Conclusion: Medium risk Third party risk: Claims for damages related to decisions or a failure to make decisions that can somehow be linked to climate policy or climate change. Through our work with ‘Klimanjaro’, where we started setting climate requirements for our suppliers in 2017, we initiated a positive domino effect. The climate requirement has been upgraded in a new ESG-pledge, but the domino effect continues. We set requirements for our suppliers, and several of them pass on these requirements to their suppliers. We also use the Klimahub.no climate portal to focus on how companies should maintain an over- view of their own greenhouse gas emissions and opportunities to cut emissions. Klimahub can be used to cut emissions both within and outside the company’s value chain. Conclusion: Low risk ESRS E1 Part 2 – 2.3 Sustainability statement Annual report 2024 34 Policies related to climate change miti- gation and adaptation Elmera Group has several policies related to limiting and adapting to climate change that apply to its own operations, as well as to the value chains of customers and suppliers. Sustainability policy Elmera Group has its own sustainability policy that applies to the entire Elmera Group ASA. It is adopted by the CEO. The Sustainability Manager is responsible for ensuring compli- ance with the policy. The purpose of the policy is to establish principles for how we will work with the entire ESG in our own operations and in the value chain. The policy states that Elmera Group’s oper- ations have a minimal negative impact on the external environment. Nevertheless, we focus on reducing our own climate emissions in accordance with scientiﬁc targets for 1.5 degrees of warming. We have guidelines for travel and a fossil-free vehicle ﬂeet. We also purchase guarantees of origin to ensure that the group’s energy sources are renewable. We will make an extra effort for the local envi- ronment around our locations, for example through annual clean-up actions. We will identify and implement measures that min- imise negative climate and environmental impacts, while contributing to strengthening environmental measures where relevant in our operations. Procurement policy This policy aims to ensure a comprehensive procurement strategy in the group with the intention of extracting synergies that can and should be expected through a common strategic approach. The policy applies to the entire group. Local adaptations can still be made in accordance with the Procurement Manager. Local adaptations are particularly relevant for group companies outside Norway. The CEO is responsible for ensuring that the guidelines speciﬁed in the policy are imple- mented throughout the group. The purpose of the policy is to establish principles for how we will work with procurement. One of the points states that, to the extent possible, Skift’s 10 principles for green procurement should be used as a basis. Actions and resources in relation to climate change policies Speciﬁc initiatives completed during the year are described below. The overall purpose throughout the year has been to make sure that Elmera Group continues to build on its positive progress in order to reach our targets. For the past years, we have had an inter- nal sustainability group that looks at various measures we can take within climate and the environment. Working with our greenhouse gas accounts, we create an action list each year that shows where to reduce our own emissions. Our over- all goal is to halve our carbon footprint per employee by 2030, based on the footprint from 2019. We adhere to our own climate commit- ment and focus on reducing our own green- house gas emissions. We buy electricity with a guarantee of origin and compensate for residual emissions from Scope 1, Scope 2 and upstream activities in Scope 3 by purchasing European Union Allowances (EUA). We publish our greenhouse gas accounts in Klimapartner Vestland’s annual emission report and on our own web portal, Klimahub. no. On the latter, our greenhouse gas accounts and updated measures for further reductions can be viewed throughout the year. Klimahub. no is a transparent register where everyone can check the climate footprint of Norwegian companies and use the information to make sustainable choices. In 2019 we could see that our travel activ- ities account for our greatest emissions. We therefore set a target to cut emissions from air travel by 40 per cent per employee by the end of 2023. We also have a dedicated travel policy with clear guidelines for employees. Business travel is an area where each employee can make a difference through their behaviour. Increased options for online collaboration and meetings support this. We managed to reduce emissions from air travel by 41 % per employee, reaching our target by 2023. In 2024, we maintained our ﬂight travel at the same level as in 2023. We will set a new goal for ﬂight travel towards 2030. We work to become a fossil-free company. 2024 is our ﬁrst full year with district heating at our headquarters in Bergen. But we still have some hybrid cars in our business operations in Sweden. It means that we have not yet achived our goal of being forssil-free. In terms of waste, we set requirements for our property owners. We have full waste sort- ing according to government regulations. The IT department has worked to ensure that 100 per cent of our outdated IT equip- ment is reused or recycled. They managed to achieve this in 2024 through agreements with Atea and their 100 % club, and the company Dustin. The IT department also has strong focus on buying less new equipment than before. Instead, they issue used machinery and equipment to employees. They have achieved this thanks to the dedicated efforts of the IT department’s teams. The Groups carbon footprint Elmera Group is expanding both in Norway and in the Nordic region. This will increase the Group’s total carbon footprint in the years ahead. But the goal of halving emissions per employee is nonetheless maintained. In 2023, we saw a large increase in our total greenhouse gas emissions calculations. This is because, for the ﬁrst time, we included the downstream emissions from our customers in Scope 3, i.e. sale of electricity. For more information about the 2024 calculations, see Accounting principles GHG emissions. ESRS E1 Part 2 – 2.3 Sustainability statement Annual report 2024 35 Eco-Lighthouse Elmera Group’s ofﬁces in Bergen, Trondheim, Sandefjord and Hamar are certiﬁed under the Eco-Lighthouse certiﬁcation scheme. Being an Eco-Lighthouse involves having to work systematically on measures aimed at ensur- ing more eco-friendly operations and a good Klimapartnere Vestland celebrated its 10th anniversary in 2024. Photo: Morten Wanvik working environment. Each year, the various business units must prepare a climate and environmental report in which the effect of the initiatives is measured and new goals are set. Eco-Lighthouse is recognised by the EU. Klimapartnere Vestland Elmera Group is a member of the regional net- work project Klimapartnere Vestland, which works to reduce greenhouse gas emissions and stimulate green social and business development in the county of Vestland. The network consists of more than 80 public and private enterprises. Klimapartnere Vestland publishes an annual report on its members’ overall emissions. Part 2 – 2.3 Sustainability statement ESRS E1 Annual report 2024 36 100 per cent of Elmera Group’s regular suppliers must be climate committed 100 per cent of Elmera Group’s suppliers must register with Klimahub.no or conﬁrm compliance to out Head of legal and procurement We must have 1,000 companies registered with Klimahub by the end of 2024 ENERGY 100 per cent of the electricity we consume must be purchased with a guarantee of origin TRANSPORT We have a dedicated travel policy stating that employees must always consider whether a journey is necessary, from a climate and cost perspective. Our vehicle ﬂeet must be fossil-free Emissions from air travel have been reduced by 42 % based on ﬁgures from 2019. WASTE 100 per cent of our outdated IT equipment must be reused or recycled We require landlords to sort waste at source OTHER We use technology to streamline communication between our locations. Reuse must always be considered when purchasing products. . Employees in our ofﬁce at Bergen who walk, cycle or travel by public transport to work receive ﬁnancial compensation of NOK 500. We will make an extra effort for the local environment around our locations, for example through annual clean-up actions. The internal sustainability group has created a recycling group on Workplace (intranet) called Give Away – Exchange – Buy – Sell. Here, employees can give away, exchange, buy or sell things they no longer need. We have an internal sustainability academy for employees. Employees at Elmera Group participate in beach clean-ups twice a year. Photo: Frode Fjellstad ESRS E1 Main goal: We will halve the greenhouse gas emissions per employee by 2030. Part 2 – 2.3 Sustainability statement Elmera Group 2024 Elmera Group 2023 Fjordkraft 2019 Number of employees 452 Number of employees 457 Number of employees 293 Emissions from air travel per employee 0,46 tCO2e Emissions from air travel per employee 0,46 tCO2e Emissions from air travel per employee 0,79 tCO2e Total emissions* per employee 1 tCO2e Total emissions* per employee 0,6 tCO2e Total emissions* per employee 1 tCO2e *Total emissions - market-based, excl. category 3 (Scope 3) Annual report 2024 37 Energy consumption and mix Unit 2024 2023 Total energy consumption from electricity and district heating MWh 1 064 938 Total electricity consumption MWh 684 829 Total district heating MWh 380 109 Total energy consumption from fossil sources MWh 11 30 Company cars, fossil fuel MWh 11 30 Total energy consumption related to own operations MWh 1 075 968 Total energy consumption from renewable sources Unit 2024 2023 Consumption of purchased or acquired electricity from renewable sources (Market-based) MWh 684 829 Total energy consumption from renewable sources MWh 684 829 Percentage of renewable sources in total energy consumption % 64 86 Accounting principles Energy consumption and mix The ﬁgures for our own operation are based on activity data from our locations and cal- culations of energy consumption from company cars. The Group’s headquarters in Fyllingsdalen, Bergen, switched from gas-powered heating to district heating in late 2023. This explains the increase in consump- tion from district heating and the decrease in consumption from fossil sources. Total energy consumption related to own operations: Elmera Group’s energy con- sumption in own operations forms the input to scope 1 and 2. It covers energy consump- tion based on fossil sources, electricity con- sumption and district heating used across our facilities. Total energy consumption from fos- sil sources: Energy consumption from fossil fuel comes from two sources. 1. Company cars, fossil fuel: From fossil fuel company vehicles in Sweden. All company cars in Norway are electric. There are no company cars in Finland. Driving consump- tion is based on the driving length included in the leasing agreements. 2. Stationary combustion: includes natural gas based on documentation from facility manager. Total energy consumption from renewable sources: The calculation of Elmera Group’s share of renewable energy in the consumption of purchased or acquired electricity is based on consumption with guarantees of origin from renewable sources, mainly hydro power. Percentage of renewable sources in total energy consumption: The indicator of renew- able energy share includes how much of the total consumed energy comes from renewa- ble energy sources. Part 2 – 2.3 Sustainability statement Annual report 2024 38 Elmera Group ASA Elmera Group ASA Difference CLIMATE ACCOUNTS (TONNES CO2E.) 2024 2023 2023-2024 Scope 1 Fuel (vehicles and other consumption) 2,8 5,4 -48 % Parafﬁn, propane and gas 5,2 -100 % Total direct emissions (Scope 1) 2,8 10,6 -74 % Scope 2 District heating/cooling 3 1,2 157 % Electricity location based 10,8 16 -33 % Electricity market-based 0 0 0 % Total indirect emissions from purchased energy - location based (Scope 2) 13,8 17,2 -20 % Total indirect emissions from purchased energy - market based (Scope 2) 3 1,2 157 % Scope 3 Category 1: Purchased goods and services 71,1 20,6 245 % Category 3: Fuel and energy related activities* 8 047 194 8 999 140 -11 % Category 4: Upstream Transportation and Distribution* 1,2 Category 5: Waste generated in operations 0,1 0,2 -50 % Category 6: Business travel 217,9 222,4 -2 % Category 7: Employee commuting 106 19,9 433 % Category 9: Downstream Transportation and Distribution* 3,8 Category 11: Use of Sold Products* 44,5 Category 12: End-of-life treatment of sold products* 14,5 Category 15: Investments* 0,1 Total other indirect emissions excl. category 3 (Scope 3) 459,1 263,1 74 % Total other indirect emissions (Scope 3) 8 047 659 8 999 666 -11 % Total emissions - market-based, excl. category 3 (Scope 3) 464,9 274,9 69 % Total Emissions - market-based 8 047 659 8 999 678 -11 % *Included for the ﬁrst time. Part 2 – 2.3 Sustainability statement Annual report 2024 39 Elmera Group’s carbon footprint provides a general overview of our greenhouse gas emis- sions converted into CO2 equivalents (CO2e). The climate accounts have been prepared based on input gathered from our locations in Norway, Sweden and Finland, covering all companies and employees in the Group. Elmera Group reports according to the inter- national standard A Corporate Accounting and Reporting Standard, by the Greenhouse Gas Protocol. As an organisational boundary, Elmera Groups reports in line with the control approach and the operational control crite- rion. Calculations are based on emission fac- tors from recognised, ofﬁcial sources. DEFRA (2024) is the primary source for emission factors, while electricity has been calcu- lated based on emission factors from The Norwegian Water Resources and Energy Directorate (NVE), Fingrid Oyj and AIB. Scope 3 has been expanded, as categories 4, 9, 11, 12 and 15 have been added to the emis- sion ﬁgures. Data collection for categories 1 and 7 has also been expanded for the report- ing, ensuring more completeness. Category 3 was included for the ﬁrst time in 2023 and is extended. Thus, the reported increase in emissions, excluding category 3, is primarily a consequence of better data quality. Emissions from each category are reported separately so the effect on the total ﬁgure is transparent. The following scope 3 GHG emission categories are excluded from the GHG inventory: Category 2 - Capital goods: Category 2 - Capital goods: Equipment that could be appli- cable to category 2, for instance IT equipment, is deﬁnes as purchased goods and reported in category 2. Category 8 - Upstream Leased Assets: Elmera Group operates leased vehicles. As we have operational control the vehicles’ emissions are reported under scopes 1 and 2. Category 10 - Processing of Sold Products: Elmera Group does not sell intermediate prod- ucts. Category 13 - Downstream leased assets: Elmera Group does not lease assets to other companies. Category 14 - Franchises: Elmera Group does not operate any franchises. Gross Scope 1 emissions Scope 1 consists of emissions from fossil fuel sources generated by company cars in Sweden. Emission factor derived from DEFRA. Gross Scope 2 emissions – location-based and market- based Includes indirect emissions related to pur- chased energy, i.e. electricity and heating/ cooling at Elmera Group’s locations and elec- tricity consumed by the electric vehicles that we operate. According to the GHG protocol, scope 2 emissions are calculated as both loca- tion- and marked-based. Elmera Group purchases guarantees of origin from renewable sources for all our electricity consumption, including electric- ity used by the electric vehicles. Electricity consumption from the electric vehicles were estimated based on a conversion factor from The Norwegian Public Roads Administration, converting kilometres to kilowatt hours. According to the market-based method, emissions are set to zero when purchasing guarantees of origin. To calculate emissions from purchased electricity according to the location-based method we used emission factors for produc- tion mix from NVE, Fingrid Oyj and AIB. Emissions from district heating were calcu- lated using emission factors derived from the speciﬁc district heating systems, provided by the Norwegian District Heating Association and Swedenergy. We have changed the emis- sion factor from last year’s reporting following feedback from our external auditor. To ensure comparability, we have recalculated the 2023 district heating ﬁgures using the updated emission factors. Accounting principles GHG emissions Part 2 – 2.3 Sustainability statement Annual report 2024 40 Gross Scope 3 emissions Scope 3 includes indirect emissions from Elmera Groups activities in the value chain. Category 1 – Purchased goods and services: Activity data has been collected for purchased IT-equipment and calculated based on prod- uct carbon footprint (PCF), if provided by the manufacturer. In cases where PCFs were unavailable, a mean of PCFs from equivalent products has been used instead. The spend- based method has been used when activity data were unavailable. Emission factor for spend calculations was derived from The Norwegian Agency for Public and Financial Management (DFØ). Category 3 - Fuel and energy-related activi- ties: Emissions from sold electricity. Emissions are calculated using an emission factor from NVE. Electricity sold with guarantees of origin is set to have zero emissions. Category 4 - Upstream Transportation and Distribution: Calculations are based on spend-data and emission factor from DFØ. Category 5 - Waste generated in operations: Data is based on reports landlords or facility managers. Emission factors are derived from DEFRA. Category 6 – Business travel: Includes ﬂights, public transportation, taxi and train fares. Data is sourced from external business travel man- agement systems and Elmera Group’s expense system. Calculations are based on emission factors from DEFRA (2024). For air travel we have deﬁned distances based on assumptions for domestic ﬂights, ﬂights within the Nordics and international ﬂights. Category 7 – Employee commuting: Activity data has been gathered through question- naires. A mean per employee was calcu- lated for the respondents and applied to all employees. As the proportion of respondents was high we consider the estimation to be adequately accurate. Emission factors from DEFRA and NVE were used in calculations. Category 9 - Downstream Transportation and Distribution: Transportation of Pulse meters to customers. Calculated as category 4. Category 11 - Use of Sold Products: Estimates electricity consumption by active pulse meters. Emission factor from NVE, electricity purchased without guarantees of origin. Category 12 - End-of-life treatment of sold products: Waste treatment of pulse meters. Emissions calculated based on sales volumes, weight of the product and emission factor for electrical waste derived from DEFRA. Category 15 - Investments: Emissions from SunPool AS, which Elmera Group do not have operational control of, are included in cate- gory 15. Part 2 – 2.3 Sustainability statement Annual report 2024 41 OWN WORKFORCE ESRS S1 Part 2 – 2.3 Sustainability statement Annual report 2024 42 Our employees are among our most valuable assets. To achieve our collective ambitions, we rely on having motivated and engaged individuals on our team. Therefore, our ability to attract, retain, and develop skilled talent is crucial to Elmera Group’s success. We are committed to providing an inclusive work environment for all workers, including both our direct employees and agency staff. To promote a culture of continuous learning and development, strong leadership, and equal treatment and opportunities for every- one, Elmera Group has established a frame- work that clearly deﬁnes expectations for all employees. This is essential for understanding and addressing the needs of our customers, both now and in the future. Material impacts, risks and opportunities Own employees refer to individuals who have a signed employment contract with the Group. Agency workers include consultants or individuals hired through stafﬁng agencies. Through the DMA, we have identified material impacts associated with our own employees. Risks and opportunities were also identiﬁed but did not score above the mate- riality threshold. Flexible and predictable work situation Elmera Group impacts our employees’ work- life balance by offering flexible working arrangements tailored to suit the needs of our employees, emphasising the importance of, and encouraging a proper balance, and ensur- ing appropriate workloads. This depends on leaders who genuinely understand and care for their team members, adopting a balanced approach to their expectations to foster devel- opment while ensuring a healthy psychosocial environment. Employees can accumulate plus-hours, which they can utilise at a later stage that suits them. Some employees do not have this opportunity due to the nature of their work. This applies to those working in customer ser- vice and telemarketing. Furthermore, Elmera Group’s hiring prac- tices impact job security. New hires are pri- marily offered permanent employment, which gives them stability. ESRS S1 Part 2 – 2.3 Sustainability statement Annual report 2024 43 Fair compensation Our employees are the driving force behind the company’s success, and receiving fair compensation for their contributions is cru- cial. Fair compensation means receiving ade- quate wages and equal pay for equal work. In recent years, the countries where we operate have faced rising living costs, with increasing interest rates and price levels. This is a contributing factor as to why salary level has been assessed as a material impact. Elmera Group strives to offer competitive terms to attract desired talent and expertise. The company has established structured and transparent remuneration processes to ensure fair compensation. It is policy that Elmera Group should offer competitive but not market-leading compensation terms. Wages are set based on collective bargaining agreements, meaning that salaries will not fall below the minimum wage stipulated in the collective agreements. Thus, all employees are compensated according to national reg- ulations and considered adequate wages. A comprehensive salary review is conducted on a biennial basis to identify pay gaps and analyse why they exist. Differences will nat- urally occur as salaries reﬂect several fac- tors, such as experience, job category, and responsibilities. However, the analysis aims to discover potential unjustiﬁed pay gaps and rectify them. Collaborating with employee representatives Elmera actively engage with employee rep- resentatives about labour rights. Employee representatives include union representatives, safety representatives and employee-elected Board members. All these groups play an important role in ensuring that employees’ voices are heard. Training and skills development Our talented employees are integral to Elmera Group’s success. To maintain our competitive edge, it is essential that we not only continue to develop our existing expertise but also attract the right competencies both now and in the future. We are committed to this ongo- ing effort, as reﬂected in the company’s strate- gic key activities and each unit’s sub-strategy. Elmera Group is dedicated to fostering skill development and actively supports initiatives to facilitate this growth. All employees are offered equal opportunities for training and skills development. We believe in the 70-20-10 model, a frame- work that emphasises the most effective ways employees acquire knowledge and skills. It is based on the principle that 70 per cent of learning comes from experience, 20 per cent comes from social interactions and 10 per cent from formal learning. Thus, all employ- ees receive daily learning and development through the challenges and responsibilities they assume in their roles, as well as their active contributions to our strategic key ini- tiatives, which we place great emphasis on. All permanent employees in the Norwegian part of the Group can apply for study sup- port twice a year to cover external studies that enhance competencies. Through our study support scheme, permanent employees can apply for scholarships for further education, including individual courses or full degrees at the bachelor’s or master’s level. Support is granted one semester at a time. The approval process considers the relevance of the edu- cation to the Group, ensuring that the pro- gram contributes to the desired competence development. In 2024, the program received ten applica- tions for the spring semester, of which seven were approved. One applicant withdrew after approval. For the autumn semester, there were thirteen applications, of which four were approved, and one applicant withdrew. The gender distribution among applicants was fourteen women and eight men, with ﬁve women and six men receiving study support. Employees in Finland can apply to the gov- ernment for study support. NGE determines the approval of study leave itself, which is granted to a very large extent. There are speciﬁc eligibility intervals for study leave. Employees with at least three months of ser- vice can apply for ﬁve days of study leave. Employees with over twelve months of service may be granted up to two years of study leave, which can be taken over a period of ﬁve years. There is no formalised study support scheme in place in Sweden. As of today, we do not have systems in place to provide an overview of the total number of hours dedicated to competence development per year, broken down by gender and job cat- egory. We are therefore unable to report on this disclosure requirement. Diversity and inclusion We aim to cultivate a workforce with diverse backgrounds and experiences, reﬂecting the broader society. A structured approach to diversity fosters greater productivity, inno- vation, improved decision-making, higher employee satisfaction, and reduced turno- ver. Fostering a safe and inclusive corporate business culture is key to strengthening diver- sity. We currently have a special emphasis on increasing the representation of women in leadership roles and certain departments. We ﬁnd it particularly difﬁcult to recruit women to positions within the IT department, as there have been few suitable applicants. Positions related to IT have historically been male-dom- inated, and we recognise that reversing this trend will take time and require targeted ini- tiatives. Social beneﬁts We recognise how important social ben- eﬁts beyond public provisions are for our employees. Most importantly, Elmera Group is committed to providing ﬁnancial security for its employees by covering full salary dur- ing parental leave and sick leave, including the portion that exceeds public beneﬁts. In Norway, this goes for salaries that exceed six times the national insurance scheme basic amount. This ensures that employees do not experi- ence ﬁnancial setbacks when taking time off due to illness or to care for a newborn. Historically, women have taken the long- est periods of parental leave, making them more vulnerable to income loss and career ESRS S1 Part 2 – 2.3 Sustainability statement Annual report 2024 44 disadvantages. By guaranteeing full salary compensation, we help protect employees from ﬁnancial strain, support gender equality, and enable a more balanced distribution of caregiving responsibilities. Similarly, covering full salary during sick leave ensures that employees can focus on recovery without ﬁnancial concerns. This approach contributes to a healthier and more productive workforce while reinforcing our commitment to employee well-being and job security. Employees in Sweden follow national reg- ulations and are not guaranteed full salary during sick leave or parental leave. Protection of personal data As a leading player in the Norwegian electric- ity market, in addition to having substantial customer portfolios in Sweden and Finland, Elmera Group possesses large amounts of personal data. Employees trust that their personal data is handled appropriately and responsibly. This trust is fundamental to main- taining a positive relationship between the company and its workforce. Therefore, we have a great responsibility to manage the per- sonal data of our employees, but also custom- ers, and other partners safely and securely. We are committed to safeguarding the individual’s rights and maintaining the integrity and con- ﬁdentiality associated with private informa- tion, in line with the Personal Data Act and the General Data Protection Regulation (GDPR). Elmera Group have established procedures and processes to ensure that personal data is used solely in accordance with the legislation. There are no deviations related to employee privacy were registered in 2024. A total of six privacy-related deviations related to customer relationships have been registered within Elmera Group. Only one case was reported to the Norwegian Data Protection Authority con- cerning a security breach that, under certain conditions, allowed a customer to view infor- mation about other customers in Fjordkraft’s app. The scope and cause were identiﬁed, and a deviation report was submitted to the Data Protection Authority. All affected custom- ers (24 in total) were informed by phone and received additional information via a follow-up email. The issue was quickly resolved and subsequently closed by the Data Protection Authority without sanctions. The remaining deviations were also swiftly addressed. They involved very few customers or had little to no impact on them and were therefore not reported to the authorities. Policies related to own workforce Human and labour rights are integrated into Elmera Group’s corporate governance pro- cesses. All parts of the Group, including all employees and those who represent Elmera Group, across all units and countries where we operate, are committed to our code of conduct (CoC) and policies. These are built on national and international standards like ILO’s core conventions and OECD’s guidelines for responsible business conduct. ESRS S1 Part 2 – 2.3 Sustainability statement Annual report 2024 45 The CoC sets out what the Group believes to be acceptable and unacceptable conduct and provides important signals from manage- ment to the rest of the company. All employees must sign a declaration each year conﬁrming that they have understood and complied with the CoC. The CoC is approved by the Board of Directors annually. Elmera Group have policies for corporate governance and HR governance. Furthermore, we will establish a policy for diversity, equity and inclusion in 2025. All policies are approved by the Board of Directors. Policy for corporate governance The purpose of the corporate governance policy is to establish a clear division of roles, responsibilities, and authority to ensure that employees fulﬁl their responsibilities and duties. The policy emphasises the importance of learning and continuous improvement. Policy for HR governance The policy for HR governance sets out overall guidelines and principles for HR operations across the Group. Fundamentally, the Group’s policies and daily practices in this area shall comply with labour legislation and other rel- evant regulations. Leadership Philosophy: All leaders within the Group shall adhere to Elmera Group’s leader- ship philosophy, which includes the practice of Promise-Based Leadership. We follow the principles of Self-Determination Theory, rec- ognising that all individuals need opportuni- ties for development and to demonstrate their competencies, have inﬂuence in their roles, and experience a sense of belonging in the workplace and among colleagues. Collaboration and Best Practices: We are com- mitted to generously and constructively shar- ing and implementing best practices across the Group’s companies. We strive to facilitate strong collaboration, foster a shared culture, and ensure alignment with the Group’s and individual companies’ strategic direction. People Performance: Attracting, retaining, and developing competent employees in line with the Group’s objectives and policies are criti- cal for value creation. To ensure meaningful dialogue and effective follow-up, routines for resource-oriented conversations (ROS) and employee performance reviews must be fol- lowed. Sustainable Compensation and Reward Systems: Our compensation and reward structures shall motivate employees to achieve the Group’s objectives. The salary sys- tem is designed to recruit, retain, and develop skilled employees. Salary determination shall consider: • Performance in relation to stated goals • Responsibility and commitment • Knowledge and skills • Contribution to a positive work environ- ment Diversity, Respect, and Inclusion: The Elmera Group workplace shall be characterised by diversity, respect, and inclusion, as outlined in the Group’s Code of Conduct. Discrimination or harassment in any form will not be tolerated. Commitment to Ethical Standards: All employees within the Group, including board members of subsidiaries, hired personnel, consultants, agents, and others acting on behalf of Elmera Group, are required to adhere to the Group’s Code of Conduct. Gender Balance: Elmera Group is committed to achieving a balanced gender distribution, with a target range of 40–60% women and men. The representation of women and men in leadership positions should reﬂect the over- all gender distribution within the Group. This structured approach ensures that Elmera Group fosters a responsible, inclu- sive, and high-performing work environment aligned with our strategic goals. ESRS S1 Employees by gender Women 207 46 % Men 245 54 % Total 452 100 % Employees by country Norway 378 84 % Sweden 23 5 % Finland 51 11 % Total 452 100 % Managers with personnel responsibilities, excl. Executive Management Men 41 61 % Women 26 39 % Total 67 100 % Executive Management Men 6 60 % Women 4 40 % Total 10 100 % Employee age groups Employees, <30 years 106 23 % Employees, 30-49 years 247 55 % Employees, 50 years and above 99 22 % Total 452 100 % Part 2 – 2.3 Sustainability statement Annual report 2024 46 Privacy policy The privacy policy applies to everyone at Elmera Group. The purpose of the policy is to establish principles, roles, and responsibil- ities for privacy within the Group. The policy, owned by the CFO, states that the Group shall protect the personal data of employees, cus- tomers, suppliers, and other relevant parties in accordance with applicable privacy leg- islation. Processes for engaging with own workforce Elmera Group has established several arenas for dialogue with employees and processes to identify and mitigate any negative impact. These are described below. Employee engagement surveys Elmera Group conducts engagement surveys one or two times annually, with responses kept anonymous. Research indicates that emotion- ally engaged teams are more likely to achieve superior results, including higher efﬁciency, increased proﬁtability, lower turnover and absenteeism, enhanced customer loyalty, and improved health, safety, and environmen- tal outcomes. Managers are responsible for reviewing the results within their department and implementing measures when neces- sary. They receive support from their People Business Partner to follow up on the results and implement measures to ensure a positive working environment across all departments. Whistleblowing channel There should be a low threshold for report- ing concerns that are deemed harmful. Furthermore, everyone is obligated to report issues that are criminal in nature or pose a risk to life and health. Employees should generally address any concerns or complaints about violations of ethical guidelines with their direct supervisor. In situations where this is not appropriate, employees can raise their concerns with safety representatives, union representatives, members of the Board or rep- resentatives from the HR department. Safety inspections To assess the physical and psychosocial work environment, annual safety inspections are conducted with all departments. During these inspections, employees can provide feedback on aspects of the physical environment, such as noise, lighting, temperature, and equip- ment, to determine whether improvements are needed. The level of well-being and col- laboration is also discussed. Employees can choose to provide feedback within their departments or privately with the safety rep- resentative Targets Elmera Group has deﬁned targets for gen- der distribution across the Group and at management levels. We remain committed to ensuring a minimum of 40 per cent gen- der representation overall in the Group and among managers in Elmera Group. Part 2 – 2.3 Sustainability statement Annual report 2024 47 CONSUMERS AND END-USERS ESRS S4 Part 2 – 2.3 Sustainability statement Annual report 2024 48 By consumers and end users, we refer to all individuals who have purchased or have the potential to purchase a product or service from Elmera Group. We provide electricity-re- lated products and services to end users in the consumer and business markets in Norway, Sweden, and Finland. Additionally, we offer mobile services in the Norwegian consumer market. To ensure that customers continue to choose us as their preferred provider, we must carefully manage and uphold their trust. We are committed to upholding social responsi- bility in our interactions with customers Material impacts, risks and opportunities The business market includes self-employed individuals, housing cooperatives and condo- miniums, associations and clubs, as well as the agricultural sector. Through the DMA, we have identiﬁed mate- rial impacts associated with consumers and end-users. Risks and opportunities were also identiﬁed but did not score above the mate- riality threshold. Freedom of expression of consumers and end-users It is essential that customers have the oppor- tunity to provide feedback, as their insights help us improve our products, services, and overall customer experience. Listening to our customers allows us to better understand their needs, address any concerns, and con- tinuously enhance the quality of our offer- ings. To facilitate this, we prioritise excellent customer service, ensuring that customers can easily reach us through multiple chan- nels. Our dedicated customer service team is trained to provide prompt, professional, and solution-oriented assistance. Beyond address- ing inquiries, we take on the role of trusted advisors, guiding customers toward the best solutions for their needs. By proactively offer- ing expert advice and personalised support, we build trust, foster long-term relationships, and maintain our position as a reliable and customer-focused provider. Our strong commitment to customer ser- vice is reﬂected in numerous industry awards received by our subsidiaries. Gudbrandsdal Energi received second place in the 2024 Norwegian Customer Barometer. Fjordkraft secured a top-three position in the 2024 industry ranking Norwegian Customer service Index. Fjordkraft was also recognised for hav- ing the fastest customer service in Norway by Kundeserviceavisen, a Norwegian customer service magasine. Additionally, Nordic Green Energy won the Finnish EPSI survey in 2024, signifying that they have the most satisﬁed customers in the industry. These achieve- ments highlight our dedication to providing exceptional service and ensuring a positive customer experience. Access to quality information Access to clear and reliable information is essential in the electricity industry, particu- larly because energy markets can be complex and difﬁcult to navigate for many consum- ers. Electricity is a fundamental necessity, yet pricing structures, contract terms, and market ﬂuctuations are often perceived as confusing. This challenge has become even more pronounced in recent years, as energy prices have reached historically high levels, creating uncertainty for both households and businesses. By providing transparent, accurate, and eas- ily understandable information, we empower customers to make informed decisions about their energy consumption. This includes help- ing them compare different pricing models, choose a contract tailored to their needs, pro- vide guidance on energy efﬁciency measures, self-production options such as solar panels, and how they can actively manage their con- sumption to reduce their electricity cost. Clear communication also plays a crucial role in building trust between electricity providers ESRS S4 Part 2 – 2.3 Sustainability statement Annual report 2024 49 and customers, ensuring that consumers feel conﬁdent in the choices they make. As a company, we recognise our respon- sibility to simplify complex industry topics and provide expert advice in a simple and unambiguous manner. We strive to be good advisors, and this is emphasised in our expec- tations to our employees and the training they receive. Responsible marketing Responsible marketing is essential for building and maintaining the trust that is necessary for long-term success. At Elmera Group, we acknowledge that trust is the foundation of our customer relationships. Therefore, respon- sible marketing is not just a legal requirement but a core principle that we strive to uphold. We operate in full compliance with national regulations, ensuring that our marketing prac- tices remain transparent, truthful, and aligned with consumer needs. Policies related to consumers and end-users Certiﬁed through Trygg Strømhandel Fjordkraft, TrøndelagKraft and Gudbrandsdal Energi are certiﬁed members of the certiﬁca- tion scheme Trygg Strømhandel. The scheme was initiated by the industry organisations Renewables Norway and DistriktsEnergi and is a voluntary certiﬁcation scheme for electricity retailers. Certiﬁed companies have to adhere to several requirements involving personnel training, marketing, products, sales, billing and customer service. The certiﬁcation body is DNV, an international quality assurance and risk management company headquartered in Norway. Procedures for sales marketing of electricity contracts The procedures applies to marketing in all sales channels that involve the solicitation of electricity contracts in the consumer segment by Fjordkraft, TrøndelagKraft and Gudbrandsdal Energi. The purpose is to out- line the roles, responsibilities, and procedures for marketing electricity sales to ensure that consumer customers receive sufﬁcient infor- mation to make informed and well-grounded decisions, and that the marketing practices comply with applicable regulations. Processes for engaging with consumers and end-users We engage with consumers and end-users through multiple channels, predominately through customer service and our sales chan- nels. Simplicity and clarity are at the core of all our customer interactions. We strive to make every touchpoint seamless and understand- able, ensuring that our customers receive the support and information they need efﬁciently and transparently. We are working continu- ously to improve and develop the interactions and touchpoints between us and our custom- ers. A key aspect of this approach is harness- ing new technology to simplify processes, making it easier for customers to resolve their issues independently. This, in turn, allows us to focus our resources on assisting those who need direct support the most. Targets The customer satisfaction scores of our brands are key parameters for Elmera Group. The 2024 target was to achieve a score above 70 for all brands, including Fjordkraft, Gudbrandsdal Energi and Nordic Green Energy. In the EPSI rating for 2024 our brands scored as follows: Consumer segment: Fjordkraft 65,2 Gudbrandsdal Energi 72,3 Nordic Green Energy Finland 78,8 Business segment: Fjordkraft 61,9 ESRS S4 Part 2 – 2.3 Sustainability statement Annual report 2024 50 BUSINESS CONDUCT ESRS G1 Part 2 – 2.3 Sustainability statement Annual report 2024 51 As a publicly listed company and an industry leader, responsible business conduct is essen- tial to Elmera Group’s operations, credibility, and ability to achieve our ambitions. We rely on the trust of our stakeholders to fulﬁl our societal mission successfully. Comprehensive corporate governance, built on a clear struc- ture with well-deﬁned policies, procedures, and guidelines, is essential for building trust. Material impacts, risks and opportunities In the DMA, we have identiﬁed material impacts and one material risk. These are described in the following sections. Corporate culture Cultivating a strong corporate culture is crucial for building trust, fostering engagement, and ensuring long-term success. A positive and inclusive workplace environment promotes collaboration, innovation, and employee well-being, while also strengthening ethical business practices and organisational resilience. For these reasons, corporate culture was deemed material. Our corporate culture can be deﬁned as “how we do things at Elmera Group”. To cultivate the desired corporate culture, the Group has established a comprehensive framework developed over several years. This framework consists of the Code of Conduct, a strategic platform encompassing our vision, purpose, and values, our leadership philosophy, the strategy process and other governing documents that describe the culture we strive to uphold. To ensure adherence to the framework, all employees must have a clear understanding of its content and the expectations placed upon them. Managers play a crucial role in shaping and reinforcing the desired culture, which is why we conduct leadership devel- opment programs for all managers. These programs provide a forum for discussing key challenges, guided by our Leadership Philosophy and strategic platform, ensuring that managers maintain a proactive and con- scious approach to our framework. Annual dilemma training is conducted in all departments, where employees discuss simulated scenarios that challenge the CoC and explore appropriate ways to handle them. Furthermore, all new employees receive a comprehensive onboarding program that introduces them to our values, principles, and expectations, ensuring they are well-equipped to represent the Group. Management of relationships with suppliers, including payment practices Elmera Group is a large buyer with a substan- tial annual spend. The fact that we have sig- niﬁcant ﬁnancial obligations to our suppliers constitutes impact. Both in terms of the ﬁnan- cial impact if we do not fulﬁl our obligations and the consequences this will impose on the suppliers, but also how we manage our inﬂu- ence on suppliers to create positive change. Elmera Group has a long-standing tradition of setting climate-related requirements for our regular suppliers, as outlined under E1 Climate Change. This section will focus on payment practices. Contractual payment terms of 30 days are standard in all agreements. There have been no legal proceedings during the reporting period for late payments. Political engagement and lobbying activities Elmera Group has always been committed to ensuring fair competition in the electricity industry, as we believe it ultimately beneﬁts the end-users. Therefore, we have maintained a structured and proactive approach to reg- ulatory engagement. This involves ongoing dialogue with relevant supervisory and reg- ulatory authorities to share industry insights and advocate for our perspectives. A series of events, with the Russian invasion of Ukraine as the main catalyst, has caused signiﬁcant volatility in electricity prices in recent years. The sharp increase in price levels has brought electricity to the forefront of the political agenda, particularly in Norway. This has led to political statements from the Norwegian left- wing parties that completely undermine our role in the value chain and our contributions to society. As a result of the increasing polit- ical risk, we have strengthened our political engagement in Norway to provide insights about our industry and clarify our role. We aim to ensure they are well-informed and ade- quately equipped to make sound decisions for end consumers and society at large. The Group’s Chief Strategy Ofﬁcer is responsible for overseeing these activities. Elmera Group do not provide any ﬁnancial or in-kind political contributions. We advocate for predictable and socially responsible electricity support mechanisms that strike a balance between consumer protection and incentives for energy efﬁ- ciency and self-production. We believe that a well-functioning market with fair competition ESRS G1 Part 2 – 2.3 Sustainability statement Annual report 2024 52 is essential for efﬁcient price formation and continuous innovation in the energy sector. We adapt to the regulatory framework set by the authorities and continuously develop solutions that beneﬁt our customers within the current regulations. At the same time, we actively engage with policymakers to promote framework conditions that beneﬁt the indus- try, society, and customers alike. Currently, our focus is on ensuring a properly functioning market with healthy competition and efﬁ- cient pricing. Additionally, we seek to make energy efﬁciency measures more attractive, recognising their crucial role in the renewa- ble energy transition. This includes favourable conditions and support schemes for rooftop solar installations. Furthermore, we advocate for a more liquid market for ﬁnancial contracts, allowing businesses to better hedge against high electricity prices and achieve long-term predictability. Policies for good business conduct Elmera Group‘s corporate governance is built on a structure of governing documents con- sisting of guidelines, policies and procedures. We currently have a total of 14 policies, sev- eral of which are referenced in other sections of the sustainability statement. Here, we will focus on policies and guidelines not described in the previous sections. Policies for sustaina- bility and procurement, referenced under E1 Climate change, and corporate governance, HR governance and data privacy, referenced under S1 Own workforce, are still relevant under G1 Business Conduct. Policy for internal control and compliance Internal control refers to the governance and management of the Group, serving as a system to ensure that the board and leader- ship have effective and sufﬁcient oversight. Compliance involves ensuring adherence to all applicable requirements relevant to Elmera Group. This includes both external obligations, such as laws, regulations, industry standards, licenses, and certiﬁcations, as well as internal requirements set by the organisation, includ- ing overarching guidelines, policies, proce- dures, and routines. Additionally, it covers any obligations the company has assumed through contractual agreements. The purpose of this policy is to establish principles, roles, and responsibilities for inter- nal control and compliance within the Group. The policy, owned by the CFO, applies to the entire Group. Policy for enterprise risk management Risk refers to uncertainty and deviation from what is expected, which can be either positive, negative, or both. In other words, risk has both an upside and a downside. At Elmera Group, risk is deﬁned as “the effect of uncertainty related to objectives.” At the highest level, this means that risk should be understood as the effect of uncertainty related to Elmera Group’s strategic objectives and the board-ap- proved strategy plan. Risk management is a structured process for identifying, assessing, and managing uncertainty that may impact Elmera Group’s strategy and the achievement of its objectives. Enterprise Risk Management involves adopting a comprehensive approach across Business Units, support functions, and risk categories to avoid silo thinking and sub- optimisation. The purpose of this policy is to establish principles for enterprise risk management at Elmera Group, as well as deﬁne the roles and responsibilities for risk management within the Group. The policy aims to support the Group in achieving our objectives and the successful execution of our strategy. Supplier Code of Conduct Elmera Group has a supplier code of conduct which sets requirements for all who wish to provide services and products or enter into collaboration with one of the Group’s compa- nies. As a supplier to Elmera, one is expected to consistently meet the required standards in sustainability, ethics, and commercial terms. Suppliers must comply with all applicable laws and regulations in their home country, as well as those in any country where they operate. They are also expected to act in accordance with relevant international conventions and guidelines established by global organisations, including the UN and OECD. In cases where there are discrepancies between applicable laws, regulations, supplier requirements, or contractual obligations, the supplier must adhere to the strictest requirements. ESRS G1 Part 2 – 2.3 Sustainability statement Annual report 2024 53 Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.no to learn more. © Deloitte AS Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282 Deloitte AS Dronning Eufemias gate 14 Postboks 221 Sentrum NO-0103 Oslo Norway Tel: +47 23 27 90 00 Fax: +47 23 27 90 01 www.deloitte.no To the Board of Directors of Elmera Group ASA INDEPENDENT AUDITOR’S LIMITED ASSURANCE REPORT ON ELMERA GROUP ASA’s CARBON FOOTPRINT REPORTING FOR 2024 We have performed a limited assurance engagement for the Board of Directors of Elmera Group ASA on the Carbon Footprint Reporting Scope 1 and Scope 2 (the “Selected Information”) for the reporting period ended 31 December 2024. Our limited assurance conclusion Based on our procedures described in this report, and evidence we have obtained, nothing has come to our attention that causes us to believe that the Selected Information for the year ended 31 December 2024, as described below, has not been prepared, in all material respects, in accordance with the Applicable Criteria. Scope of our work Elmera Group ASA has engaged us to provide independent Limited assurance in accordance with International Standard on Assurance Engagements 3410 Assurance Engagements on Greenhouse Gas Statements (“ISAE 3410”, issued by the International Auditing and Assurance Standards Board (“IAASB”) and our agreed terms of engagement. The Selected Information in scope of our engagement, as presented in the Carbon Footprint Reporting for the year ended 31 December 2024 is as follows: Selected Information Applicable Criteria Greenhouse Gas Accounting for the reporting period ended 31 December 2024, hereunder Scope 1 and Scope 2 GHG Emissions. Reporting in accordance with Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting Standard and GHG Protocol Scope 2. In relation to the Selected Information, as listed in the above table, the Selected Information needs to be read and understood together with the Applicable Criteria. Inherent limitations of the Selected Information We obtained limited assurance over the preparation of the Selected Information in accordance with the Applicable Criteria. Inherent limitations exist in all assurance engagements. page 2 Independent Auditor's Assurance Report - Elmera Group ASA Any internal control structure, no matter how effective, cannot eliminate the possibility that fraud, errors or irregularities may occur and remain undetected and because we use selective testing in our engagement, we cannot guarantee that errors or irregularities, if present, will be detected. Management responsibilities Management are responsible for: • Selecting and establishing the Applicable Criteria. • Preparing, measuring, presenting and reporting the Selected Information in accordance with the Applicable Criteria. • Designing, implementing, and maintaining internal processes and controls over information relevant to the preparation of the Selected Information to ensure that they are free from material misstatement, including whether due to fraud or error. Our responsibilities We are responsible for: • Planning and performing procedures to obtain sufficient appropriate evidence in order to express an independent limited assurance conclusion on the Selected Information. • Communicating matters that may be relevant to the Selected Information to the appropriate party including identified or suspected non-compliance with laws and regulations, fraud or suspected fraud, and bias in the preparation of the Selected Information. • Reporting our conclusion in the form of an independent limited Assurance Report to the Management. Our independence and quality management We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants’ Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, and accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Key procedures We are required to plan and perform our work to address the areas where we have identified that a material misstatement of the description of activities undertaken in respect of the Selected Information is likely to arise. The procedures we performed were based on our professional judgment and included, among others, an assessment of the appropriateness of the Applicable Criteria. In carrying out our Limited assurance engagement on the description of activities undertaken in respect of the Selected Information, we performed the following procedures: • Through inquiries of relevant personnel, we have obtained an understanding of the Company, its environment, processes and information systems relevant to the preparation of the Selected Information sufficient to identify areas where material misstatement in the Selected Information is likely to arise, providing a basis for designing and performing procedures to respond to address these areas and to obtain limited assurance to support a conclusion. Part 2 – 2.3 Sustainability statement Annual report 2024 54 page 3 Independent Auditor's Assurance Report - Elmera Group ASA • Through inquiries of relevant personnel, we have obtained an understanding of the internal processes relevant to the Selected Information and data used in preparing the Selected Information, the methodology for gathering qualitative information, and the process for preparing and reporting the Selected Information. • Performed procedures on a sample basis to assess whether the Selected Information has been collected and reported in accordance with the Applicable Criteria, including comparing to source documentation. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Bergen, 4 April 2025 Deloitte AS Jill Osa-Svanberg State Authorised Public Accountant This document is signed electronically Part 2 – 2.3 Sustainability statement 2.4 Corporate Governance Report Part 2 – 2.4 Corperate Governance Report 55 Annual report 2024 Annual report 2024 56 Corporate governance report 1. Implementation and reporting on corporate governance This corporate governance report is prepared by the Board of Directors of Elmera Group ASA (“Elmera” or the “Company” or the “Group”). The report is designed to cover all sections of the Norwegian Code of Practice for Corporate Governance (the “Code of Practice”). The Code of Practice is available from the Norwegian Corporate Governance Board’s website www. nues.no. The Code of Practice is not revised in 2024. The corporate governance report follows the Code of Practice. The Group’s business is described in chapter two. Chapter three contains descriptions of equity and dividends. Chapter four contains descriptions of the equal treatment of shareholders and trans- actions with close associates. Furthermore shares and negotiability (chapter ﬁve), General Meetings (chapter six), the nomination com- mittee (chapter seven), the composition and independence of the corporate assembly and Board of Directors (chapter eight) and the work of the Board of Directors (chapter nine) are also described. Risk management and internal controls are described in chapter ten, Elmera Group ASA is a public limited liability company organised under Norwegian law and subject to the provisions of the Norwegian Public Limited Liability Companies Act. Our purpose is to create the most attractive electricity retailers in the Nordics. Based on our core values “simplify”, “be friendly”, and “create value”, our goal is for Elmera Group to deliver electricity services to 3 million people, both at home and at work. Elmera Group aims to create long-term value for its shareholders through revenue from the sale of electricity and other services to both consumers and businesses. We make sure that social and environmental aspects are taken into account for all our products and services, and we aim to conduct our business in the most sustainable way possible. In order to achieve this goal, we have based our strategy on the following: • Revenue growth • Cost efﬁciency • New business The Board of Elmera Group ASA conducts an annual evaluation of the Group’s current strat- egy and goals and adopts a strategy plan for the coming period. Risk is an integral part of the strategy process, and attitudes and limits are deﬁned for each individual category of risk factor. Half-yearly risk reports are produced for the Audit Committee. Elmera Group has a clear code of conduct that deﬁnes what we consider acceptable and unacceptable behaviour, both internally and externally, for all our employees, board members, contracted personnel, consultants, agents and others who act on behalf of the Group. The code of conduct is updated reg- ularly and approved by the Board of Elmera Group ASA on an annual basis. The group also has guidelines for whistle-blowing that deﬁne how our employees should report situations that breach our code of conduct, the law, or generally accepted ethical norms. The Group has for many years set climate neutrality as a condition in all supplier agree- ments, in line with the EU initiative Climate Neutral Now. However, Climate Neutral Now have changed. Climate neutrality is no longer in the initiative’s scope. We have changed our climate pledge accordingly. Our revised cli- mate pledge states that all regular suppli followed by a description of the remuneration of the Board of Directors (chapter eleven) and executive personnel (chapter twelve). Finally there are descriptions of information and communication (chapter thirteen), take-overs (chapter fourteen) and the auditor (chapter ﬁfteen). The report reﬂects the revised Code of Practice from October 2021. Except for a minor deviation in chapter six, there are no deviations from the Code of Practice. The Board is aware of its responsibility to ensure that the Company conducts its busi- ness in accordance with the applicable princi- ples for good corporate governance. It is also responsible for the implementation of internal procedures and regulations aimed at ensuring that the Company and its subsidiaries comply with the Code of Practice. 2. Business The Company’s business, as deﬁned in its artiThe Company’s business, as deﬁned in its articles of association, is the sale of electricity and other forms of energy in the retail market, in addition to other related business, includ- ing participation in other companies. The arti- cles are available on investor.elmeragroup.no. Part 2 – 2.4 Corporate Governance Report Annual report 2024 57 ers must be climate committed. This implies that suppliers are required to deliver climate accounts, make a list of measures to reduce their emissions, and compensate their emis- sions with carbon offsets. Additionally, com- panies with approved science-based targets in line with the Science Based Targets initiative are also considered climate committed and accepted as a supplier. All Company’s regular suppliers are committed through the supplier contract, or in a separate contract, to our cli- mate commitment. Deviations from the Code of Practice: None 3. Equity and dividends Shareholders’ equity At the General Meeting in 2024, the Board was granted the following authorities: • The authority to increase the Company’s share capital by up to NOK 3,430,554 through issuance of a maximum of 11,435,180 new shares each per nomi- nal value of NOK 0.30. The authority can be used to issue shares in connection with potential mergers and acquisitions. The authority covers capital increases in other assets than cash. The authority also covers the right to incur special obliga- tions for the Company, ref. § 10-2 of the Public Limited Companies Act. Subject to the aggregated amount limitation the 1,715,227. The authority may only be used in connection with the Company’s bonus programme, in connection with acqui- sitions, mergers, de-mergers or other transfers of business, or for the purpose of subsequent deletion of shares by reduc- tion of the registered share capital with the General Meetings resolution. The lowest and the highest price that can be paid for the shares according to authorisation are respectively NOK 0.3 and NOK 300 per share. The Board will decide at their own discretion how the shares are acquired or disposed of. The authorisation shall be valid until the Company’s ordinary General Meeting in 2025, though no longer than until 30 June 2025. As per 31 December 2024 the Group holds a total of 5,236,021 treasury shares. At the General Meeting in 2023, the Board was granted the following authorities: • The authority to increase the Company’s share capital by up to NOK 3,430,554 through issuance of a maximum of 11,435,180 new shares each per nomi- nal value of NOK 0.30. The authority can be used to issue shares in connection with potential mergers and acquisitions. The authority covers capital increases in other assets than cash. The authority also covers the right to incur special obliga- tions for the Company, ref. § 10-2 of the Public Limited Companies Act. Subject to the aggregated amount limitation the authority may be used in more than one occasion. The pre-emptive rights of the shareholders under § 10-4 of the Public Limited Companies Act may be set aside. The authority also comprises changes in the articles of association as the share increase will require. The authority will remain valid until the General Meeting in 2024, however it will expire no later than 30 June 2024. As per 31 December 2023 there has not been an issuance of new shares. • The authority to increase the Company’s share capital by a maximum of NOK 378,000 through issuance of a maximum of 1,260,000 new shares each per nomi- nal value of NOK 0.30. The authority can only be used related to the Company’s share option programme. Subject to the aggregated amount limitation the author- ity may be used more than one occasion. The pre-emptive rights of the sharehold- ers under § 10-4 of the Public Limited Companies Act may be set aside. The authority also comprises changes in the articles of association as the share increase will require. The authority will remain valid until the General Meeting in 2024, however it will expire no later than 30 June 2024. As per 31 December 2023 there has not been issued new shares related to the authority. authority may be used in more than one occasion. The pre-emptive rights of the shareholders under § 10-4 of the Public Limited Companies Act may be set aside. The authority also comprises changes in the articles of association as the share increase will require. The authority will remain valid until the General Meeting in 2025, however it will expire no later than 30 June 2025. As per 31 December 2024 there has not been an issuance of new shares. • The authority to increase the Company’s share capital by a maximum of NOK 378,000 through issuance of a maximum of 1,260,000 new shares each per nomi- nal value of NOK 0.30. The authority can only be used related to the Company’s share option programme. Subject to the aggregated amount limitation the author- ity may be used more than one occasion. The pre-emptive rights of the sharehold- ers under § 10-4 of the Public Limited Companies Act may be set aside. The authority also comprises changes in the articles of association as the share increase will require. The authority will remain valid until the General Meeting in 2025, however it will expire no later than 30 June 2025. As per 31 December 2024 there has not been issued new shares related to the authority. • The authority to acquire shares in the Company, on one or several occasions, up to a total nominal share value of NOK Part 2 – 2.4 Corporate Governance Report Annual report 2024 58 • The authority to acquire shares in the Company, on one or several occasions, up to a total nominal share value of NOK 1,715,227. The authority may only be used in connection with the Company’s bonus programme, in connection with acqui- sitions, mergers, de-mergers or other transfers of business, or for the purpose of subsequent deletion of shares by reduc- tion of the registered share capital with the General Meetings resolution. The lowest and the highest price that can be paid for the shares according to authorisation are respectively NOK 0.3 and NOK 300 per share. The Board will decide at their own discretion how the shares are acquired or disposed of. The authorisation shall be valid until the Company’s ordinary General Meeting in 2024, though no longer than until 30 June 2024. As per 31 December 2023 the Group holds a total of 5,680,189 treasury shares. Capital structure As at 31 December 2024, the Group’s total non-current assets amounted to NOK 2,937 million and total current assets to NOK 3,090 million. The Group’s total non-current lia- bilities amounted to NOK 1,618 million, total current liabilities to NOK 2,788 million and shareholders’ equity to NOK 1,618 million. The management and the Board regularly evalu- ate whether the Group’s capital structure is appropriate for its objectives, strategy and risk proﬁle. The Board considers this to be satisfac- tory in relation to its expressed goals, strategy and risk proﬁle. Company and a shareholder, parent company of a shareholder, board member, executive management personnel or any close associ- ates of the aforementioned, which does not form part of the ordinary course of business, the Board will arrange for a third party valua- tion of the transaction. Deviations from the Code of Practice: None 5. Shares and negotiability The Company’s shares are listed on the Oslo Stock Exchange. All shares in the Company have equal rights and may be traded freely. Elmera Group’s articles of association do not contain any restrictions on the negotiability of its shares. Deviations from the Code of Practice: None 6. General meetings Elmera Group ASA was listed on the stock exchange on 21 March 2018. In 2024 the Board has held eight meetings. In addition the Board has held a seminar devoted to strategy. The Company’s annual General Meeting took place on 24 April 2024. The General Meeting serves as a demo- cratic and effective body for the views of the shareholders and the Board. Elmera Group encourages all its shareholders to attend General Meetings. The Board has taken the following steps to facilitate this: • A notice calling the Meeting with com- prehensive supplementary informa- tion on the resolutions to be considered at the General Meeting, including the recommendations of the Nomination Committee, was made available on Elmera Group’s website at least 21 days prior to the date of the General Meeting. • All shareholders who are registered in the Norwegian Central Securities Depository (VPS) will receive notiﬁcation of the General Meeting. This includes information on how to vote by proxy and the deadline for registering their intention to attend the General Meeting. • The registration deadline for attendance by a shareholder has been set as close to the date of the General Meeting as possible. • Shareholders who are unable to attend the General Meeting in person may vote by proxy. The annual General Meeting approves the annual ﬁnancial statements and annual report, the Board of Director’s report and any dividend proposed by the Board. The annual General Meeting also approves the remuneration of members of the Board and the Nomination Committee, as well as the external auditor. The meeting agenda may also include authori- sation to purchase own shares, increase the share capital, elect members of the Board, the Dividend policy Elmera Group’s initial target ambition is to distribute minimum 80% of its net income, adjusted for certain cash and non-cash items. In determining the annual dividend level, the Board of Directors will take into consideration, among other things, the expected cash ﬂow, capital expenditure plans, covenant restric- tions in its ﬁnancial loan agreements, ﬁnancing requirements (including for any mergers and acquisitions activity) and appropriate ﬁnan- cial ﬂexibility. There can be no assurance that a dividend will be proposed or declared in any given year. If a dividend is proposed or declared, there can be no assurance that the dividend amount will be as contemplated above. Deviations from the Code of Practice: None 4. Equal treatment of shareholders and transactions with close associates Elmera Group ASA has only one class of shares, and each share represents one vote at the General Meeting. Existing shareholders have priority rights to subscribe to shares in the event of a share capital increase. Any purchase or sale by the Company of its own shares is carried out through the Oslo Stock Exchange or at prices quoted on the Oslo Stock Exchange. Any transaction between the Company and a close associate will be at arm’s length. In the event of a material transaction between the Part 2 – 2.4 Corporate Governance Report Annual report 2024 59 Nomination Committee or the external auditor, and any other matters listed in the notice of the General Meeting. Minutes from annual General Meetings will be made available on Elmera Group’s website immediately after the General Meeting. All shares have equal voting rights at General Meetings. Resolutions at General Meetings are normally passed by simple majority (more than 50 per cent). However, Norwegian law requires a qualiﬁed majority for certain res- olutions, including resolutions to waive pref- erential rights in connection with any share issue, approvals of mergers or demergers, amendments to the articles of association, or authorities to increase or reduce the share capital. Such matters require the approval of at least two-thirds of the share capital repre- sented at the General Meeting. Link to the articles of association: https://investor.elmeragroup.no/board-of-di- rectors-and-coporate-governance/arti- cles-of-associations/ Deviations from the Code of Practice: The Code of Practice recommends that the Board and chairman of the Nomination Committee be present at General Meetings. Elmera Group has not deemed it necessary to require all board members to be present at General Meetings. The Chairman of the Board, the Company’s external auditor, the chairman of the Nomination Committee, the CEO and other members of management are always present at General Meetings. assembly. An agreement has been reached between the Company and a majority of the employees that the Company will not have a corporate assembly in accordance with the Section 6-35 of the Public Limited Liability Companies. Composition of the Board The Board consists of eight members, of whom ﬁve are elected by the General Meeting and three are representatives of the employ- ees. More than the minimum required two board members elected by the shareholders are independent of the Company’s largest shareholders. Board members can be elected for a period of two years. The Board must at all times represent sufﬁcient diversity in terms of background, competence and expertise to ensure that it can satisfactorily perform its duties. Elmera Group’s Board will always consist of at least 40 per cent women. Value creation for the shareholders of the Company will always be the Board’s highest priority, both ﬁnancially and reputationally speaking. Independence of the Board Operating as a collegiate body to promote value creation in the interests of the various stakeholders is key. The Board shall represent all stakeholders and not promote individual interests at the cost of the Company or any of its afﬁliates. Hence, the majority of the mem- bers elected to the Board are independent of the Company’s executive management and its main business connections. Four of the members elected to the Board by the General Meeting are independent of the Company’s major shareholders. None of the Group’s exec- utive management are members of the Board. This is intended to ensure that the interests of the shareholders are always properly rep- resented. Once a board member has been in ofﬁce for a certain period, an assessment will be made of whether the person can still be regarded as independent of the executive management or not. The General Meeting elects the Chairman of the Board. Elmera Group encourages board mem- bers to hold shares in the Company to create a commonality of ﬁnancial interest between themselves and the shareholders. The shares held by board members in 2023-2024 are listed in the notes to the ﬁnancial statements in the Annual Report 2024. Board members, including their CVs, are presented in this Annual Report and on the website: https://investor.elmeragroup.no. The Board is of the opinion that it has sufﬁcient expertise and capacity to perform its duties in a satisfactory manner. Deviations from the Code of Practice: None 9. The work of the board of directors The Board is responsible of determining the iThe Board is responsible of determining the instructions for their work and instructions for the executive management. The internal division of responsibilities and duties must always be clear. Instructions have been drawn 7. Nomination committee Pursuant to the articles of association, the Pursuant to the articles of association, the Company shall have a Nomination Committee that shall consist of one to three members. All current members are independent of the Board of Directors and the Group’s execu- tive management. The current members of the Nomination Committee are Ms. Lisbet Nærø (Chair), Mr. Atle Kvamme and Mr. Brede Selseng. The annual General Meeting elects the members of the Nomination Committee. The members of the Nomination Committee are normally elected for a term of two years. The Nomination Committee submits its rec- ommendations to the annual General Meeting for the election of board members and the Board’s remuneration. The General Meeting has stipulated guidelines for the duties of the Nomination Committee, which are available from Elmera Group’s website. These guidelines were approved at The General Meeting in 2021. All shareholders are entitled to propose candidates for the Board and the Nomination Committee through the Company’s website. Deviations from the Code of Practice: None 8. Corporate assembly and board of directors: composition and independence Corporate assembly As of today Elmera Group has no corporate Part 2 – 2.4 Corporate Governance Report Annual report 2024 60 up for the Board’s work and these have been approved by the Board. The Board is respon- sible for supervising the day-to-day man- agement and activities in general. They must also delegate authority and nominate board committees when this is seen as expedient and more efﬁcient. The Board is responsible for ensuring that the Group’s activities are soundly organised and for approving all plans and budgets for the activities of the Group. Attendance from Board members elected by the General Meeting: One representative gave notice of absence at two meetings in 2024, due to parental leave. Elmera Group has prepared guidelines ensuring that board members and executive management personnel notify the Board in the event that they, directly or indirectly, have a signiﬁcant interest in any agreement entered into by the Group. In the event of a matter that is material in nature and in which the Chairman of the Board is, or has been, personally involved, the consideration of this matter is chaired by another board member to ensure impartiality in the decision-making process. In accordance with the Norwegian Public Companies Act the Board has appointed an Audit Committee. More information about this can be found in Section 15 - Auditor. The majority of the members of this committee shall be independent. The Board has established a Remuneration Committee. The committee prepare items for consideration by the Board and its authority is limited to making such recommendations. The Board evaluates its own performance on annual basis and assures itself that its ciples of the “three-lines model” to organise the Group’s governance and help the Board carrying out its governance responsibility. This means responsibility for managing risk is placed in the ﬁrst line with the business man- agers as risk owners. The centralised risk management unit con- sist of several expert functions (second line roles) within risk management which provide assistance with managing risk, including risk oversight. The unit is the key facilitator of the risk management system and assists the Board with implementing and maintaining the Group’s risk management framework to support managing and reporting all types of risk. The centralised risk management unit fur- ther coordinates the Group’s risk management activities and consolidates the risk reporting. The third line roles consist of the internal audit which provides independent and objec- tive assurance and advice on the adequacy and effectiveness of governance, risk man- agement and internal controls. The internal Audit reports directly to the Audit Committee. Governing principles for risk management and internal control Elmera Group’s governing principles and policies deﬁne the main principles as well as clarify roles and responsibilities within gov- ernance, risk management and internal con- trol. The Group focuses on building a strong risk and internal control culture where every employee is aware of their responsibility to ensure good risk management and internal control. ISO31000 provides the basis for Elmera Group’s risk management framework. This means that risk is to be understood as “the impact of uncertainty related to goals”. Generally, this means that risk is to be under- stood as the effect of uncertainty related to Elmera Group’s strategy plan as approved by the Board, while risk at business unit and staff level is to be understood as uncertainty related to the achievement of goals deﬁned in sub-strategies. Elmera Group practises a general principle that risk is not to be avoided but taken con- sciously and controlled while optimising it in relation to earnings. Elmera Group takes a systematically approach towards risk and risk management is an integrated part of the Group’s operational and strategic manage- ment. Risk management is an integral part of the Group’s strategy process and the perfor- mance review process. Internal control in Elmera Group is estab- lished at a reasonable and appropriate level, in line with Elmera Group’s values and risk appetite. Risk appetite Risk appetite describes how much risk Elmera Group is willing to assume to achieve its stra- tegic goals. The Board sets the Group’s risk appetite with speciﬁc exposure limits and principles within key risk dimensions and carries out annual reviews. The CEO and the business managers in ﬁrst line are accounta- ble to ensure that risk exposure is in line with the limits and principles provided. Violations of frameworks and principles shall be reported to the Audit Committee. mix of board members possesses the com- petence and expertise necessary to govern the Company in a professional and appropri- ate matter. Details of any board committees appointed and/or newly appointed board members is presented in the annual report. No board committees were appointed during the year to consider particular matters other than the Audit Committee and Remuneration Committee. Deviations from the Code of Practice: None 10. Risk management and internal control It is the Board’s responsibility to ensure that the Group practises proper internal control and has systems for risk management that are appropriate in relation to Elmera Group’s activ- ities. The Board carries out annually reviews and approval of the Group’s governing prin- ciples, including governing principles for risk management and internal control. The Board has delegated responsibility for monitoring and following up current risk expo- sure to the executive management. The CEO is responsible for ensuring compliance with the governing principles. The CEO is also respon- sible for carrying out risk assessments from a Group perspective. The Group’s CFO bears executive responsi- bility for the management and follow-up of the Group’s risk management and internal control. Risk management and internal control are centrally governed processes, but the respon- sibility for day-to-day risk-management and control activities is placed with the business- and staff units. Elmera Group uses the prin- Part 2 – 2.4 Corporate Governance Report Annual report 2024 61 Risk-based internal control Elmera Group shall take a risk-based approach towards internal control work to ensure appropriateness and efﬁciency. This means that the internal control work shall, as far as possible, correspond to the risks identiﬁed in connection with the Group’s risk management process. Risk and internal control reporting Risks that are considered to have a material impact on the Group’s strategic goals and strategy are reported at least quarterly to the group executive management and semi-an- nually the Audit Committee. For those risk cat- egories where speciﬁc exposure limits have been set, the report includes how these limits has been utilised. Each year, the centralised risk management function compiles a report to the executive management and the Audit Committee on the internal control work performed the past year, and a plan for internal control activities to be performed the coming year. The Group has implemented a contingency plan for handling critical concerns. There has been no such critical concerns in 2024. Financial reporting The Board and the executive management are responsible for establishing and maintaining adequate internal control for ﬁnancial report- ing. The internal control of ﬁnancial report- ing is supervised by the CFO. The process is intended to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of the Group’s ﬁnancial statements. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The ﬁnan- cial statements comply with IFRS as issued by the International Accounting Standards Board (IASB). The Audit Committee monitors ﬁnancial reporting and its related internal controls, including the application of accounting pol- icies, estimates and judgements. The Group has a monthly reporting process where the ﬁnancial results are presented and reviewed in a management report. Extended controls are carried out as part of the quarterly and year-end reporting processes. The Board is of the opinion that the Group has sufﬁcient expertise to perform proper and efﬁcient ﬁnancial reporting in accordance with IFRS and the Norwegian Accounting Act.. Deviations from the Code of Practice: None 11. Remuneration of the board of directors The remuneration paid to Board members is decided annually at the General Meeting, based on a proposal from the Nomination Committee. The remuneration shall reﬂect the Board’s responsibilities, expertise, time com- mitment and the complexity of the Company’s activities. The fee paid to Board members are ﬁxed for the year and dependent on the role the member has on the Board, and is not linked to the Company’s performance. The remuneration paid to each Board member is disclosed in the notes to the ﬁnancial state- ments in the annual report. The increase in fees from 2023 to 2024 was compensated to Board members entirely with shares in Elmera Group ASA. Stock options in the Company are not held or issued to the Board of Directors. Board members and/or companies they are associated with shall ordinarily not take on speciﬁc assignments for Elmera Group in addition to fulﬁlling their responsibilities as a Board member. Any such situations must be disclosed to the full Board, and any remuner- ation for such additional assignments must be approved by the Board. Deviations from the Code of Practice: None 12. Remuneration of executive personnel The Board has established guidelines for the remuneration of the members of the execu- tive management. It is a policy of the Group to offer the executive management competitive remuneration based on current market stand- ards, and group and individual performance. The remuneration consists of a basic salary element combined with a performance-based bonus programme. The performance-based compensation is limited up to a certain per- centage of basic salary. The management is covered by the Group’s insurance policies and each member is entitled to certain additional beneﬁts, such as a set car allowance. A special statement on the remuneration of executive personnel is prepared for the General Meeting. The CEO and the other members of the executive management may terminate their employment with the Group with 6 months’ written notice. The CEO is entitled to severance payment for a period of 12 months following termination of employment. In accordance with the Public Limited Liability Companies Act, the Accounting Act and the NCGB Code of Practice, the details of the remuneration is disclosed in the notes to the ﬁnancial statements. The remuneration to be paid shall be understandable and receive the general acceptance of relevant stakeholders. Deviations from the Code of Practice: None 13. Information and communications All reporting of ﬁnancial and other informa- tion is based on transparency and takes into account the requirement for the equal treat- ment of all participants in the securities market. The Board establishes guidelines for the pres- entation of this information. A ﬁnancial calen- dar and shareholder information is published on Elmera Group’s web page: investor.elmer- agroup.no. All communication with regards to investor relations is published on the compa- ny’s website, including quarterly reports, public presentations and the payment date for any dividends. Information shared with the company’s shareholders is published on Elmera Group’s website at the same time as it is sent to the shareholders. Deviations from the Code of Practice: None Part 2 – 2.4 Corporate Governance Report Annual report 2024 62 14. Take-overs Elmera Group’s articles of association do not contain any restrictions on the negotiability of its shares, nor will the Board seek to hinder or obstruct any public bid for the Company’s business or shares unless there are particular reasons for doing so. In the event of a take-over bid, the Board will issue a statement to the shareholders in which they will make a recommendation as to whether shareholders should or should not accept the bid. This statement will include a valuation from an independent expert, includ- ing detailed explanations. Deviations from the Code of Practice: None 15. Auditor In accordance with Norwegian law, the Board delegates authority to an Audit Committee that pre-approves the external auditor’s audit plan. The auditor presents the main features of the audit plan to the Audit Committee each year. A review of the Group’s internal control pro- cedures is presented to the Audit Committee at least once a year and the auditor reports any identiﬁed weaknesses and other areas for improvement. The auditor is invited to participate in meet- ings held by the Board when annual accounts are being discussed, and attends every meet- ing held by the Audit Committee. At these meetings the auditor will report on any mate- rial changes to the Group’s accounting policies and material accounting estimates. The audi- tor will also report on any material matters in which there has been disagreement between Elmera Group’s executive management and the auditor. The auditor must be present and present the auditor’s report when the annual report is approved by the General meeting. The Board must, at least once a year, hold a meeting with the auditor at which neither the CEO nor any other member of the executive management is present. Guidelines have been established by the Board regarding the use by the Group of the auditor for non-auditing services. These are intended to make the Group’s executive man- agement more aware of the auditor’s inde- pendence. The remuneration paid to the auditor is reported by the Board at the annual General Meeting. This includes details of the fees paid for the audit itself, as well as any fees paid for other speciﬁc assignments. The remunera- tion paid is also disclosed in the notes to the Group’s ﬁnancial statements. Deviations from the Code of Practice: None Part 2 – 2.4 Corporate Governance Report 2.5 Board of Directors Part 2 – 2.5 Board of Directors 63 Annual report 2024 Annual report 2024 64 Per Oluf Solbraa Board Member and Member of the Remuneration Committee Member since March 2021 Background: Per Oluf Solbraa was born in 1962 and lives in Sør-Fron in Gudbrandsdalen. He is the CEO of Gudbrandsdal Energi Holding AS and has been deputy Managing Director of Gudbrandsdal Energi Holding AS 2012-2019. From 2005 until 2012 he was an executive direc- tor in the municipality of Nord-Fron and has since 1989 held several positions within the adminis- tration of the municipality of Nord-Fron. Per Oluf Solbraa was elected as Board Member by the general meeting in 2021. Mr. Solbraa is a member of the Board of Directors in Gudbrandsdal Energi AS and On Energi AS. He has former experience as member of the Board of Directors in Innlandskraft AS and Eidsiva Marked AS, Gudbrandsdal ski- og fritidssenter AS and a deputy member of the Board of Directors in Sparebank 1 Gudbrandsdal. Mr. Solbraa holds a master’s degree in business administration from the Norwegian University of Life Sciences (NMBU) 1985-1989. He attended the AFF management programme in 2014. He represents Gudbrandsdal Energi Holding AS and personally holds 5,361 shares in Elmera Group ASA at year end. Part 2 – 2.6 Board of Directors Steinar Sønsteby Chair of the Board and Chair of the Remuneration Committee Chair from 21 April 2021 Member since 21 March 2018 Background: Steinar Sønsteby was born in 1962 and lives in Bærum. He was elected to the Board of Directors by the General Meeting on 27 February 2018 with effect on and from the date of Listing. Mr. Sønsteby is currently the Chief Executive Ofﬁcer of Atea ASA. Mr. Sønsteby is an IT and technology expert and has been instrumental in establishing the IT infrastructure industry in Norway. He has since 1996 held the position of Chief Executive Ofﬁcer and Chief Operating Ofﬁcer of enti- ties that have since been combined with Atea ASA, including Merkantildata (Norway and Sweden). Prior to this, Mr. Sønsteby has held several managerial positions, including CEO of Skrivervik Data AS and Section Manager NPC Civil AS. Mr. Sønsteby has extensive M&A and integration experience, having been involved in over 50 acquisitions. Mr. Sønsteby is Board Member of various enti- ties in the Atea Group. Education: Mr. Sønsteby holds a Master of Science in Mechanical Engineering from the University of Utah and is a Business Candidate in finance from the Norwegian Business School (BI). Number of shares in Elmera Group ASA held at year end: 20,599 Annual report 2024 65 Heidi Theresa Ose Board Member and Member of the Audit Committee Member since 14 May 2019 Background: Heidi Theresa Ose was born in 1983 and lives in Oslo. She has served as board member of Fjordkraft Holding ASA/Elmera Group ASA since 14 May 2019. Heidi Theresa currently holds the position of CEO of Store Norske Energi AS. Ms. Ose was appointed CEO of Akerhus Energi Sol AS from April 2021. From 2018 to 2021 she worked in SN Power where she held the positions as Director Business Development Asia (2019-2021) and Director of Hydropower Development (2018-2019). Ms. Ose was employed at Sweco Norway in 2009 and has broad experience from hydropower projects in South-America, Africa and Asia. She has been Senior Vice President of Hydropower and Dams in Sweco Norge AS (2017-2018) and Area Manager for Hydropower (2013-2016), Project Manager and Hydropower Planner (2011-2013), Trainee in hydropower (2009-2011). She has worked for Statkraft AS with hydropower in Albania (2008-2009). Education: Heidi Theresa Ose helds a Master of Science in Energy and Environment from the Norwegian University of Science and Technology (NTNU). She has studied Energy Systems for Developing Countries at Makerere University in Uganda. She has also studied Project Management at Oslo University of Applied Science and Management Competence at Board Level at the Norwegian Business School (BI). Number of shares in Elmera Group ASA held at year end: 4,458 Live Haukvik Board Member and Chair of the Audit Committee Member since 21 March 2018 Background: Live Haukvik was born in 1963 and lives in Tønsberg. Ms. Haukvik was elected to the Board of Directors by the General Meeting on 27 February 2018 with effect on and from the date of Listing. Live Haukvik currently holds the position as CFO in ENRX Group. Ms Haukvik has been Assistant Professor at the University of South-Eastern Norway and is the owner of Haukvik Konsult. She has been COO of Komplett Group 2017-2019. Ms. Haukvik has extensive expe- rience as an executive and director of a diverse range of listed and fast-growing companies. She has been CEO of Goodtech ASA (2000–2005), CFO of Tandberg Data ASA (2006–2007), CFO of Grenland Group ASA (2007–2008) as well as CFO of Komplett Group (2012–2017). She also has experience as partner at Considium Consulting Group from 2008 until 2011 and as supervisor and manager at KPMG. Ms. Haukvik has been Member of the Board of Directors in Komplett Bank ASA since 2013 and was Chairman of the Board from December 2013 until August 2019. Ms Haukvik has extensive board experience from several blue-chip com- panies including, amongst others: Eksportﬁnans, Agasti ASA, Kvaerner ASA, BI Norwegian Business School, SpareBank 1 BV (Buskerud Vestfold). Education: Ms. Haukvik holds a Master of Finance (liz.rer.pol.) from Université de Fribourg, Switzerland, and a Master of Management, with specialisation in Service Management, Cognitive Psychology and Scenario Building from The Norwegian Business School (BI). Number of shares in Elmera Group ASA held at year end: 8,293 Part 2 – 2.6 Board of Directors Annual report 2024 66 Frank Økland Board Member (employee representative) and Member of the Audit Committee Member since 15 December 2017 Background: Frank Økland was born in 1969 and lives in Bergen. He has served as Board Member of Fjordkraft Holding ASA since 15 December 2017 and as a board member and employee representative of Fjordkraft AS since May 2003 in various periods. Frank Økland currently holds the position as Manager of Market and Partnerships in Elmera Group ASA. Mr. Økland has been a sales manager in the Alliances and Concessionary division of Fjordkraft since 2014 and was a Key Account Manager for major customers from 2006 until 2014. Mr. Økland has held secretarial positions with Fjordkraft from 2000 until 2004, with BKK Kraftsalg from 1996 until 1999 and with Bergen Lysverker AS from 1993 until 1996. He also has work experience from Heffermehl Inkasso AS, Forsvaret, Bergen Kommune and Nordbye Engros AS. Education: Mr. Økland holds two diplomas, one from the Norwegian School of Information Technology (NITH) in computer science and one from the Norwegian School of Economics (NHH) in mathematics and statistics. Number of shares in Elmera Group ASA held at year end: 1,533 Part 2 – 2.6 Board of Directors Anne Marit Steen Board Member Member since June 2023 Background: Anne Marit Steen was born in 1961 and lives in Bergen. Anne Marit Steen held the position as CFO in the Eviny Group (formerly BKK) for 8 years, from 2015 to 2023. Prior to that she held the position as Head of ﬁnance in DNB Livforsikring from 2008 to 2015. She has 8 years of experience as ﬁnance director in GC Rieber, from 2000 to 2008 and has held several positions in GC Rieber Eiendom and the property department of Vital Forsikring. Ms. Steen has extensive experience within ﬁnance. Ms. Steen has been responsible for ﬁnance and performance management in Eviny and represented the administration in the Audit Committee. Systems for integrated ﬁnancial reporting and ESG reporting has been a key focus area over the last years. Ms. Steen has been a member of several board of directors, both within and outside the Eviny group. Education: Anne Marit Steen holds a Master of Science in Economics and Business Administration from Bodø and an MBA from the Norwegian School of Economics (NHH). She also holds a Master of Science in Construction Engineering from the Norwegian University of Science and Technology (NTNU) and has participated in NHH’s board program. Number of shares in Elmera Group ASA held at year end: 7,958 Annual report 2024 67 Stian Madsen Board Member (employee representative) Member since June 2023 Background: Stian Madsen was born in 1978 and lives in Bergen. He has served as a member of the board since June 13, 2023. Mr. Madsen has worked in Elmera Group since 2019 and currently holds the position as Director of Public and Government Relations. Prior to joining Elmera Group he has spent several years in ﬁnancial institutions such as DNB, Vital and Pareto Securities, where he has held various managing positions within the ﬁelds of Asset Management, life insurance and banking services. Education: Mr. Madsen holds an MBA from the Norwegian School of Economics (NHH), a master’s degree in international ﬁnance from Grifﬁth University (AU) and a bachelor’s degree in IT-management from BI Norwegian Business School. Number of shares in Elmera Group ASA held at year end: 3,293 Part 2 – 2.6 Board of Directors Magnhild K. B.Uglem Board Member (employee representative) Member since June 2023 Background: Magnhild Uglem was born in 1980 and lives in Bergen. She has served as board member and employee representa- tive of Elmera Group ASA since 13th of June 2023. Ms. Uglem has worked as a senior pro- ject manager in Elmera Group since January 2020, and has taken on large projects such as IT system implementation projects, M&A initiatives, product development projects and acquisition migration projects. Her previous experience spans from revenue management in the Hotel business to project management in the oil- and gas business. Education: Ms. Uglem holds a bachelor in management, with specialisation in project management, from BI Norwegian Business School. Number of shares in Elmera Group ASA held at year end: 1,645 3.1 Strategy and strategy planning at Elmera Group The Elmera Group’s strategy process is closely related to our management philosophy, ensuring that the strategy work is broad-based on the collective insight and knowledge of the Group and not an exclusive province of the senior management. An important element of a good strategy is to be prepared for different future scenarios. To enable the Group to foresee, monitor and prepare for different future outcomes, scenario planning is an important part of our strategy work. Elmera’s strategy addresses how the Group will optimise and develop its current competitive advantages and earnings, our approach to developing new competitive advantages and business areas, and how we approach partnerships and working with strategic partners. Part 3 Part 3 – 3.1 Strategy and strategy planning 68 Annual report 2024 Annual report 2024 69 Part 3 – 3.1 Strategy and strategy planning In our strategy process, we focus both on the Group and the individual companies and brands. The Group strategy needs to be ambitious and set the overall direction. Business segments strategies Strategy Elmera Group ASA Business segments strategies Business segments strategies Business segments strategies BUSINESS CONSUMER NORDICS NGI Financial targets Purpose Vision Values Strategic goals Strategic Focus Areas (Balanced Scorecard) Section Strategies and Strategic Key Activities KPIs Employee commitments Our philosophy Elmera Group’s strategy work is based on a high degree of involvement, in which we focus on deﬁning collective ambitions in all areas of the organisation. This process ensures continuity from our overarching strategic choices right down to the individual employ- ees’ activities. Strategy work provides us with motivation, direction, and differentiation. The strategy plan also serves as the basis for deci- sions in our everyday work, providing us with the power to implement changes and to take a long-term perspective. Rapid changes due to digitalisation, market conditions, and reg- ulative changes mean all managers must be strategists for their area. They must be familiar with the best practices and always be look- ing ahead. The development of sub-strategies and key activities ensures there is a clear focus on strategic challenges and opportunities within all key areas. Our proprietary strategic planning process is a hybrid model where strategy and tactics are merged throughout the organisation. Elmera Group wants to con- tinuously adapt to trends and surroundings. We ﬁrmly believe that creating economies of scale will be a critical success factor going forward. We will optimise our business opera- tions to ensure we are always rigged to deliver satisfactory returns to our owners, regardless of the price pressure in the industry. Annual report 2024 70 Part 3 – 3.1 Strategy and strategy planning Scenario planning The electricity market is evolving rapidly, in part because of the electriﬁcation of society and adjustments to the framework condi- tions. This clearly underlines the importance of having a comprehensive and well-aligned strategy in place; decisions one takes today could be vital for future value propositions and customer relationships. In such circum- stances, conventional strategy plans with a 2–3-year perspective are not always sufﬁ- cient. Scenario planning is an approach that extends beyond this. By isolating selected risk elements and opportunities, we have pointed out some potential outcomes for the power market in 2030. Working on the 2030 scenario has given the organisation greater conﬁdence and the capacity to follow through and a better under- standing of which factors we can and cannot control. In addition, thinking about how we will act in different scenarios means adaptation to new realities can be implemented quickly. We have also acquired a good basis for testing the robustness of our strategy against the vari- ous scenarios. By making the driving forces behind the scenarios visible, we can better consider them and adapt accordingly. In this context, we have established clear “ﬂags” describing which events might trig- ger the individual scenarios. The events are related to critical uncertainties in the scenario model, and the scenario ﬂags have been eval- uated and reported quarterly in 2024. In paral- lel, we have developed an automated solution that applies data scraping and AI to analyse huge amounts of data from identiﬁed sources to monitor relevant developments and how they contribute towards the scenarios. The AI-based scenario analysis will be operation- alised in Q1 2025. Strategic context The electricity market is highly complex and is inﬂuenced by several factors. The strategy process must be designed to comprehend and utilise the contextual factors that sur- round our operations. The electricity market was heavily affected by geopolitical conditions in Europe, as the Russian invasion of Ukraine made Russian energy a pawn in a political standstill between Russia and Europe. Russia was at the time of the invasion Europe’s largest supplier of gas. A signiﬁcant reduction in deliveries follow- ing the invasion increased energy prices and price volatility in Europe, including Nordic countries. The price level and volatility have decreased in 2024 but remain at a higher level than before the invasion. Political interventions The challenging market conditions have led to several political interventions, to ease the economic burden of high electricity prices on households and businesses. The Norwegian government launched an electricity sup- port package for households at the end of 2021. The scheme has been adjusted several times and is prolonged to be in place at least throughout 2025. Initially, the scheme would provide a deduction based on the average monthly market rate for electricity. Since September 2024 ﬁnancial support has been calculated based on hourly electricity prices, which reduces risk for private households. However, it reduces the incentive to adapt consumption based on the price signal. In 2024 the threshold for support was 91.25 øre/kWh including VAT. From January 2025 the threshold is changed to 93.75 øre/kWh including VAT. The electricity prices have not gained as much attention in Sweden and Finland as in Norway. This can partly be explained by a much higher share of ﬁxed electricity con- tracts and an average consumption substan- tially lower than in Norway. Neither country has active electricity support schemes. Regulatory changes The Price Disclosure Act entered into force from November 2022, introducing stricter requirements for electricity suppliers in how they inform their consumer customers. The customer must be notiﬁed of any contractual change 30 days in advance, an increase from 14 days prior to the new act. This means that price changes for our variable contracts must be announced 30 days in advance, while the customers can change to another contract at any time. The asymmetric risk distribu- tion, combined with the support scheme for households, continues to hamper the variable product. Consequently, the product has not been offered in the consumer segment since late 2022. From July 2024 the Norwegian government introduced permanent pricing of mandatory power supplies, replacing a temporary regu- lation that was put in place in 2022 because of the high electricity prices. Before 2022 the grid companies were allowed to increase the price for mandatory electricity supplies after 6 weeks to incentivise the consumers to choose an electricity supplier. From December 2022 they were not allowed to increase the price after 6 weeks. Now, they are allowed to increase the price, but the price is regulated to 8 øre/kWh excluding VAT, meaning that the regulations intervene with the price formation for elspot contracts. A 24-hour cooldown period for outgoing sales in the consumer segment was also introduced in Norway from July 2024, mean- ing customers must wait 24 hours before accepting an electricity contract. The reg- ulation makes outgoing sales more difﬁcult, however, because of a competent sales team and high-quality processes we have come out of the changes strengthened. Strategic focus areas Based on the evolvements described above and other insights we have identiﬁed three strategic focus areas which we believe will lead to proﬁtable growth going forward. Revenue growth We will utilise our experience and track record from the Norwegian electricity market to increase penetration in Sweden and Finland, both in the consumer and business segments. By introducing proven concepts and solutions we will replicate the success of our Norwegian brands. We have revised our product strategy in the Consumer segment, tailoring it for Annual report 2024 71 today’s market conditions. As a risk-mitigating measure, we have reduced complexity and enhanced transparency connected to all our products and services. Cost efﬁciency In order to further improve our competitive- ness, we have increased our efforts to become more cost-efﬁcient. We focus on scalability in tech and operating platform solutions. We are in the process of uniting all subsidiaries on the Elmera platform, a process we expect to complete in 2025. We will pursue M&A oppor- tunities and capitalise on this scalability. New Business We will strengthen the contribution from the NGI segment by capitalising on our part- nership with Telia in Fjordkraft Mobil, estab- lish AllRate as a service provider to the grid companies, and by increasing the product coverage from Steddi Payments through our electricity retailers. We will develop new revenue streams and build assets by utilising our distribu- tion power in new markets. By capitalising on the strengths of two industry leaders in Elmera Group and Solcellespesialisten, we will develop SunPool into a substantial contribu- tor to more local energy production, taking a bigger role in selling and leasing solar panels. Part 3 – 3.1 Strategy and strategy planning Annual report 2024 72 Part 3 – 3.1 Strategy and strategy planning Where do we create value? Elmera Group works continuously to optimise the value proposals and services we offer to our various customer segments. We are focus- ing on four segments: Consumer segment NORWAY The Consumer segment comprises energy sales to private households across Norway. Fjordkraft has a nationwide presence and a leading market position with the most well-known brand in the Norwegian con- sumer market. Fjordkraft operates the brand TrøndelagKraft with a regional focus in Trøndelag. The Elmera Group also operates the brand Gudbrandsdal Energi as a strong fight- ing brand with a nationwide approach. Gudbrandsdal Energi have been known for having the industry’s most satisﬁed customers, having won the Norwegian customer barome- ter eleven times and the EPSI rating ﬁve times. All Consumer brands are Trygg strømhandel certiﬁed by DNV. Fjordkraft In the consumer segment, Fjordkraft is the largest and most well-known electricity retail brand in Norway. This is proven by various consumer surveys and combined with a market-leading distribution power through- out shifting environments they were the most chosen electricity retailer in 2024. Fjordkraft offers an attractive range of products and value-added services that match varied con- sumer preferences combined with an indus- try-leading loyalty program. As a market leader in the industry, they know that excellent customer service is a compet- itive advantage. In 2024, they increased both efﬁciency and customer satisfaction, sup- ported by reduced complexity and improved digital communication. They also launched generative AI-based chatbots both inter- nally and externally, which have proven to be a great success among both customers and employees. Fjordkraft were nominated as a top 3 in the “Chatbot of the Year” ANFO Customer Service Awards and in the KS Index, “Norway’s Best Customer Service” in the elec- tricity category. In 2024 Fjordkraft have continued their work to systematically improve customer sat- isfaction. This effort has been organised with a quarterly customer satisfaction day, involving participation and commitment from all busi- ness units to execute measures for the bene- ﬁt of customers. The Customer Satisfaction Index has shown a further increase over the past year, resulting in our highest score since 2021. Furthermore, Fjordkraft’s NKB score has a signiﬁcantly higher positive change from 2022 to 2024 than the industry. The Fjordkraft cash point program, launched in 2022, has been a success with customers saving up more than 12 million kroner in cash points during 2024. The points can within a time limit of 15 months be used to pay their electricity bill or get a discount on products at Fjordkraft’s online Marketplace. The demand for value-added services is still high, and they continue to offer such services including afﬁnity insurance, guarantees of origin, EV home charger, smart charging and solar panels with sun account, which is a vir- tual battery where customers can accumulate kWh to use at a later stage. Ensuring focus and customer actions on electricity habits and ser- vices within the app are integral parts of every sales conversation, both through internal and external channels. Their digital ecosystem has a wide range of apps and websites solving speciﬁc tasks for Fjordkraft’s customers. This includes the Fjordkraft app, fjordkraft.no, TrøndelagKraft app, trøndelagkraft.no, My Page, The Fjordkraft Marketplace and the EV charging app. In 2024 they have continuously improved both the App and My Page providing the consumer with a better user experience. The digital focus pays off. There has been a signiﬁcant improvement in App ratings and customer feedback on their digital services in the last two years. The Fjordkraft app was in May 2024 rated 3rd place in Europe in LCP Deltas leaderboard of energy suppliers for their energy insights apps. The benchmark covers more than 250 energy insights apps from around 200 energy retailers across 20 markets in Europe. The Fjordkraft app allows customers to move in and out of the different interfaces to solve their tasks, whether they want to view their monthly beneﬁts, check their electricity usage, buy products from the marketplace, ﬁnd their invoices or check the status of their EV-charging. The app has a positive impact on both churn and customer satisfaction, as insights from analytics show that customers using the app have a signiﬁcantly lower churn rate. In May 2024 Fjordkraft launched StrømSmart and StrømSmart+ in the Fjordkraft App and in November 2024 they launched the same services in the TrøndelagKraft app. The services represent a key element in focusing on reducing the total cost of the monthly invoice instead of the marginal markup per kilowatt-hour. StrømSmart+ includes the Pulse unit. This unit can be connected to the smart meter in the house and give real-time data of their electricity usage straight into the Fjordkraft or TrøndelagKraft app. Optimising consumption, taking into account both elec- tricity prices and grid rent, reﬂects attractive potential customer savings and, thus, a value proposition and willingness to pay. Through this win-win solution they encourage the cus- tomer to save money and enables Fjordkraft to increase robustness in net revenue. Fjordkraft is always looking for services that eliminate customer friction and add customer value through innovation and smart technol- ogy. During 2024, they have continued their focus on increasing the stability of the app, making it capable of handling the extreme growth in users, to ensure a great user expe- rience. More services will follow, and these services all help customers to a more fric- tion-free daily life. With the Fjordkraft app, they put themself in a great position to develop and launch more attractive products and services as customer demands evolve. The Fjordkraft Marketplace was launched in early 2021 and is based upon a platform busi- Annual report 2024 73 Part 3 – 3.1 Strategy and strategy planning ness model. They are offering quality goods from 3rd part vendors and have created an attractive distribution channel for Fjordkraft’s partners while maintain their position as an intangible service provider, letting the cus- tomers control their hardware through the Fjordkraft app. The demand for household appliances and gadgets that can be con- nected and controlled has increased along with the adoption of IoT in consumers’ homes. The Fjordkraft marketplace will play a strate- gically signiﬁcant role in helping customers reduce and optimise their electricity con- sumption. They will be selling products that can be controlled through the Fjordkraft app. These products can be bundled with electric- ity and mobile subscriptions, introducing a new approach to selling Fjordkraft’s products and services. TrøndelagKraft Fjordkraft AS owns 100 per cent of the shares in the electricity retailer TrøndelagKraft AS, which is based in Trondheim. Through Fjordkraft AS, TrøndelagKraft acquired the local competitor Trønderenergi Marked in 2019 and integrated its customers into its operations. The company primarily targets consumers in the Trøndelag region. Consumers in this region traditionally have a higher preference for locally based suppliers compared to other regions. The Group leverages synergies within cus- tomer service, product management, energy trading, sales, billing, innovation, IT, and app development to operate TrøndelagKraft as a cost-effective local supplier. The company maintains its independent market proﬁle, and marketing materials and campaigns are tai- lored to the company’s target audience. Gudbrandsdal Energi In 2024, Gudbrandsdal Energi continued to strengthen its position as a customer-focused energy provider, delivering actual value both to its customers and the broader society. With a strong emphasis on service quality, digital innovation, and energy efﬁciency, they empowered households and businesses to optimise their energy consumption and reduce costs. One of the key areas where Gudbrandsdal Energi excelled was customer service. They ensured fast and efﬁcient support, making it easy for customers to get answers, resolve issues, and make informed energy decisions. By offering multiple contact channels and lev- eraging smart automation, they signiﬁcantly improved response times while maintaining a personal touch. The Gudbrandsdal Energi app played an important role in helping customers take advantage of ﬂuctuating electricity and grid prices. With real-time insights, historical data, and predictive analytics, users could adjust their consumption to beneﬁt from lower rates during off-peak hours. The app’s intuitive interface and seamless integration with smart PV chargers and water heaters make energy management more accessible than ever. Recognising the need for greater energy efﬁciency, they introduced free energy-sav- ing consultations for all customers. By offer- ing tailored advice and practical solutions, Gudbrandsdal Energi helped households and businesses reduce unnecessary consumption and lower their electricity bills. Additionally, they continued making ther- mal cameras available for rent at a low cost, enabling customers to identify heat leaks and insulation issues in their homes. This ini- tiative not only helped individual households improve their energy efﬁciency but also con- tributed to reducing overall energy waste in the community. Through these efforts, Gudbrandsdal Energi reinforced its commitment to providing more than electricity—they provided tools, knowl- edge, and support to help customers make smarter energy choices, ultimately beneﬁting both their wallets and the environment. Business segment NORWAY The business segment consists of the B2B part of our Norwegian brands Fjordkraft, TrøndelagKraft and Gudbrandsdal Energi. We have a strong position in the business seg- ment and a leading brand position through Fjordkraft, which is the best-known electricity retailer brand in Norway with 89 % awareness in the B2B segment and the highest top-of- mind score in the industry. Approximately 20 Norwegian players are working on a national scale. Fjordkraft, along with two other competitors, are the only ones operating in the entire Business segment, which includes SOHO (small ofﬁce/home ofﬁce), SMEs, Large Customers and Public Entities. This is a strength for Fjordkraft, and it contributes to theirr awareness and position as a professional player. Their biggest competitive advantage is the distribution power and national presence. Their presence does reﬂect a segmented and a national commitment. Including Gudbrandsdal energi and our activities in the Nordic segment through Nordic Green Energy in Sweden and Finland, they are well positioned to increase their B2B market posi- tion in the Nordics. The Fjordkraft brand will be introduced to the business segment in Sweden Q2 2025 and Finland in Q4 2025. Business customers have a higher con- sumption and more complex products to which the customers are willing to pay for. Therefore, Business have a higher net reve- nue per delivery compared to the Consumer segment. Their Portfolio is highly diversiﬁed. They recognise that different customers need different solutions, and are targeting speciﬁc segments of the market with a wide range of products designed to meet their needs. The main product is Spot including Risk Management. Many business customers have a great need for predictable power costs, therefore they choose electricity plans that include risk management. They experience a higher loyalty and satisfaction from the cus- tomers that have electricity plans that includes risk management in combination with other value adding services. The Business segment have a very low risk associated with risk man- agement products, because the customers fully own their positions. Value adding services are becoming more important to differentiate our brands from the competitors and to attract new customers. Through Fjordkraft’s online customer portal - Min Bedrift, they offer reports on consumption, comparison of consumption with temperature, cost reports, price forecasts and risk manage- ment reports. They also offer live consumption monitoring to our customers so they actively can adjust and monitor their electricity usage Annual report 2024 74 to obtain a lower electricity price and a lower fee from their local grid owner. In collaboration with partners, they have also launched the energy partner concept where they help companies become more energy-efﬁcient, cut costs, and make smart choices for a sustainable future. Tehy map out and assist with implementing a digital man- agement strategy that optimises energy use in buildings. They offer local “energy as a service” - solu- tions in the form of solar panels, giving their customers the possibility to implement sus- tainable energy solutions without the need of a major capital investment. In the portfolio of “climate smart”-products, they also offer sys- tems for energy optimalisation in buildings, charging for electrical cars and solar panels for sale. In late 2022, they launched a new beta-project, using second-life batteries from electrical cars as local storage units for energy. Fjordkraft has entered into a partnership with CEMAsys to achieve an automated solu- tion for scope 2 climate accounting for larger companies. At a time when climate change and sustainability are at the top of the agenda, the collaboration has resulted in the coun- try’s ﬁrst automated cloud-based solution for scope 2 climate accounting. Our brands will continue to expand their portfolio with new products that help the customers reduce their energy costs and emissions. They have transitioned from an electric- ity supplier to an energy partner with value adding services that reduce our customers emissions. This attracts an even larger share of business customers. As a pan-Nordic retailer, they experience new opportunities for fur- ther growth within both our core offering and climate smart services. Elmera Group is well organised and positioned for further growth in the business segment! Nordic Through the acquisition of Switch Nordic Green AB in 2020, Elmera Group entered the Swedish and Finnish markets through the Nordic Green Energy brand. The Nordic seg- ment comprises both B2C and B2B. Nordic Green Energy is a challenger in these markets with growth ambitions in both Sweden and Finland. Due to the energy crisis, both markets have changed fundamentally. Nordic Green Energy stopped selling ﬁxed price products early 2022. Instead, spot-based products have been offered and the ﬁxed price volume has decreased, resulting in acceptable levels of proﬁle risk and proﬁle costs. Nordic Green Energy launched the Elmera Group app and several digital services in Finland in March 2023, with great success. Customers are pleased and a lot of posi- tive media has followed. As a consequence, Nordic Green Energy received third place in the Finnish EPSI rating for 2023 and ﬁrst place in 2024. Nordic Green has now ofﬁ- cially the most satisﬁed customers in Finland. In Sweden, the consumer segment was recently relaunched with the same services as in Finland and Norway. In 2025 we will implement the Elmera Group technological platform in both Sweden and Finland, enabling further synergies. This will immediately boost the development of our cross-border B2B activity in the Nordics and over time give a more lean model in all seg- ments. NGI – (New Growth Initiatives) The NGI segment includes our mobile service offering, the Alliance concept, AllRate AS, and Steddi Payments AS. Fjordkraft Mobil continues to challenge the Norwegian mobile market with a strong brand, excellent customer service, and a focus on sustainability through the sale of used mobile phones. They strengthen customer loyalty and satisfaction by offering competitive prices and unique added value for customers who also purchase electricity from Fjordkraft. Customers with both a mobile subscription and electricity delivery report higher satisfac- tion compared to those with only one product. In 2024, Fjordkraft Mobil achieved several milestones, including increasing the revenue generated per customer to its highest level ever. They also simpliﬁed their subscription portfolio, launched a new website to improve the digital experience, and introduced a chat- bot to enhance customer service. Our Extended Alliance concept was inte- grated into AllRate AS in 2024. Through this organisational change, AllRate has full respon- sibility for delivering services to local vertically integrated energy Groups in Norway. Through their structures, they manage both physical power supply for consumption portfolios and the purchase of the companies’ production. They also offer price hedging related to phys- ical supply. The Extended Alliance concept offers oper- ating services within message exchange, account settlement, invoicing and payment collection for alliance partners, capitalising on economies of scale in our IT platform. The platform has been developed to digitalise and simplify account settlement, invoicing, and payment collection processes. Additionally, members of the Extended Alliance who are using AllRate’s settlement services are offered the opportunity to use the Elmera app with their own branding. Currently, 16 members of the Extended Alliance offer the Elmera app to its end-users. AllRate is expanding its technology platform by developing services for grid companies. Until late 2024, the platform had delivered settlement services for electricity, broad- band, and district heating. The service is being developed in cooperation with one grid com- pany who has functioned as a pilot customer. Furthermore, AllRate has signed agreements with other suppliers necessary to complete the service offering to grid companies. Today, there are only two pure providers of customer information systems (CIS) for Norwegian grid companies, and the new solution challenges the status quo. The pro- ject, which started in January 2023, aimed to develop a future-oriented and labour-efﬁcient CIS solution based on automation and open APIs. This resulted in the launch of “Nordic Grid Solution – Powered by AllRate, Lime & Cubit” in 2024. This digital ecosystem for grid companies, developed by AllRate in cooper- ation with partners and pilot customer Vestall, contributes to a 360° customer perspective, automation, simpliﬁcation, and fewer man- ual processes for grid companies. The digital ecosystem meets the increasing demands for efﬁcient operations among Norwegian grid Part 3 – 3.1 Strategy and strategy planning Annual report 2024 75 companies. The solution has been in opera- tion since November 1 and is functioning well. In December, the grid company Vestall was automatically settled and invoiced through AlRate’s solutions. AllRate has begun the pro- cess of commercialising the solution and sell- ing it to Norwegian grid companies. Steddi Payment relaunched the service Predictable Payment in 2024. Predictable Payment is a credit service designed to distribute all electricity costs, including any additional products and grid fees, evenly throughout the year, rather than having the customer pay more during the high consump- tion months in the winter and less during the summer. This way, customers can still ben- eﬁt from the ﬂuctuations of the spot market and take advantage of potential savings from using electricity more efﬁciently, while paying a consistent monthly amount throughout the year. The customer can always check their bal- ance with Steddi, which reﬂects the difference between what the customer has paid and the total costs of their electricity bills. Predictable Payment is offered through our brands Fjordkraft and TrøndelagKraft. Eventually, customers in Gudbrandsdal Energi will also be able to choose Predictable Payment as an add-on to their electricity contract.. How do we ﬁnd new sources of growth? Customer pains are often a good starting point when looking for new opportunities. Solving customer pains is at the centre of our inno- vation agenda. We want to build an attrac- tive ecosystem of products and services that are solving customer problems that together are adding more value to our customers, and thereby increasing customer loyalty. Elmera Group have experienced that solar production, smart buildings, and EV charging are vital interest areas for electricity customers in the Nordics. Consequently, it is essential for modern electricity retailers to deliver rele- vant value propositions in these areas. Elmera Group have developed several new services within these areas over the years, ensuring that our electricity retailers are well-po- sitioned closest to the customer. With an in-house digital ecosystem that continuously works to improve existing services, as well as develop new ones, we will keep delivering customer value. Identifying opportunities that are commer- cially viable and can be developed into val- ue-adding products and services is key when it comes to ﬁnding new sources of growth. In a world where digitalisation is accelerating and customer needs are changing fast, we have chosen an open innovation approach as we acknowledge that there are many bright opportunities outside the Group. This means that the Group doesn’t just rely on our inter- nal knowledge, expertise and resources for innovation, we also actively look for poten- tial collaboration partners outside the Group that can help us identify and develop new growth areas. By choosing partners who are experts in their ﬁeld and offering them market access through our digital ecosystem and Marketplace, we can deliver on customer needs faster and more efﬁciently. Part 3 – 3.1 Strategy and strategy planning The Group is willing and able to invest in promising ideas and start-ups that ﬁt into our ecosystem and strengthen our customer offerings. We are taking a more proactive role in the green transition and are investing in the extended value chain. As an active industrial owner, we will add competence, distribution power, and increased revenue to the compa- nies we choose to invest in. We have made successful spinoffs from within the Group in the past few years through Metzum AS, AllRate AS, Steddi Payments AS and SunPool AS. Elmera Group established SunPool AS in 2023, together with Solcellespesialisten AS. By capitalising on Elmera Group’s distribution power and positioning closest to the end- user, and Solcellespesialisten’s experience and expertise from the solar power industry, SunPool will accelerate solar power gener- ation in Norway, contributing towards the governments ambition of 8 TWh of new solar power by 2030. In September 2024 Elmera Group acquired 33,72 per cent of Kraftanmelding AS, making us the largest shareholder. The investment gives us access to 3 TWh of electricity pro- duction and valuable synergies and ﬂexibility, which we will leverage. At the end of 2024 Elmera Group reached an agreement with Rieber & Søn AS for the sale of our minority share in Metzum AS. The transaction priced the company at 400 MNOK, resulting in cash proceeds of 160 MNOK, showcasing once more our ability to develop and capitalise on assets. ESG Elmera Group is a multinational Group consist- ing of several electricity retailers in the Nordic countries of Norway, Sweden, and Finland. To manage all parts of our organisation well, we are continuously developing our governance model and IT-infrastructure design. This will secure us leveraging synergies and further achieve economies of scale across our Group, while ensuring that our companies continue to understand the uniqueness of their local markets. Thus, we will have a scalable foun- dation for increased proﬁt and growth across the Nordics in the years to come. In terms of ESG, our strategy process is designed to make sure the Group is com- pliant with relevant standards and report- ing requirements. All relevant standards are identiﬁed and analysed, and the implications of these provide important guidance for the upcoming strategy period. We are currently transitioning our sustainability statement to adjust to the European Sustainability Reporting Standards (ESRS), as required by the Corporate Sustainability Redporting Directive (CSRD) from the EU. Elmera Group is currently subject to CSRD from the ﬁscal year of 2025. However, the European Commission have made a proposal that could change which companies the reporting requirements will apply to. The sustainability statement for 2024 is structured according to ESRS. We will monitor the processing of the proposal from the Commission while we remain focused on being fully aligned with the reporting require- ments when reporting on the ﬁscal year of 2025. 4.1 Board of Directors’ Report The Group achieved an operating proﬁt (EBIT adjusted) of NOK 569 million in 2024. The equivalent ﬁgure for 2023 was NOK 513 million. Net revenue increased from 2023 to 2024 in all segments and adjusted operating expenses were stable year-over-year, in line with the Group’s guidance. Elmera Group ASA and Group Part 4 Part 4 – 4.1 Board of Directors’ Report 76 Annual report 2024 Annual report 2024 77 Summary of the ﬁgures for 2024 The Group’s total revenues in 2024 amounted to NOK 12,229 million, com- pared to NOK 18,921 million in 2023. EBIT adjusted was NOK 569 million, up from NOK 513 million in 2023. The reduction in elspot prices was the main reason for lower total revenues and direct cost of sales in 2024. In total, the Group had 1,012 thousand electricity deliveries at year-end 2024. This is an increase of 9 thousand elec- tricity deliveries from 2023. The Group’s total volume sold amounted to 20.4 TWh, down from 21.5 TWh in 2023. The ﬁnancial statements for 2024 have been prepared in accordance with the IFRS accounting standards. The Group’s overall operations Elmera Group ASA provides consumers, busi- nesses and the wholesale market with elec- tricity, mobile telephony, billing and rating services and electricity related technology solutions. Customers are end users of elec- tricity in the private and business markets, the wholesale market and energy companies in Norway, Sweden and Finland. The head ofﬁce of Elmera Group ASA is located in Bergen, Norway. The Group comprises four electricity retailers, three of which operate in Norway: Fjordkraft AS, TrøndelagKraft AS and Gudbrandsdal Energi AS. In Finland and Sweden, the Group owns the electricity retailer Switch Nordic Green AB, branded Nordic Green Energy. The subsidiary Elmera Industrial Ownership AS (EIO) owns AllRate AS, Steddi Payments AS, Gudbrandsdal Energi AS, Energismart Norway AS and Elmera Nordic AS, which is the parent company of Switch Nordic Green AB. EIO also holds 50 per cent ownership in SunPool AS and 33,72 per cent of Kraftanmelding AS. In December, a transaction with Rieber & Søn AS was completed for the sale of EIO’s 40 per cent share in the software company Metzum AS for a consideration of NOK 160 million. The subsidiary Fjordkraft AS is Norway’s larg- est electricity retailer and owns TrøndelagKraft AS. Fjordkraft AS also owns 61 per cent of Fjordkraft Mobil AS, while the remaining share is owned by Telia Norge AS. In 2024, Elmera Group’s ﬁnancial reporting was divided into the following segments: • Consumer – sale of electricity and related services to private customers in Norway. • Business – sale of electricity and related services to business customers in Norway. • Nordic – sale of electricity and related ser- vices to private and business customers in Sweden and Finland. • New Growth Initiatives – purchase and sale of electricity for other energy companies – Kraftalliansen, mobile telephony, sale of solar panels, billing and rating services through AllRate AS, and other products in Norway. Wholesale market and fundamental conditions Elhub has been a national neutral data hub in Norway since 2019, and handles all metering data and market processes in the Norwegian power market. Denmark has implemented Datahub. In Finland, Datahub was introduced in 2022. In Sweden, the work on a Datahub has been postponed indeﬁnitely and metering data is provided by individual grid companies. In 2024, both electricity consumption and power generation in Norway were at the same levels as the previous year. Consumption was 136.8 TWh in 2024, compared to 136.1 TWh in 2023. Power generation in Norway was also at a high level in 2024, with production of 155.3 TWh, compared to 154 TWh the previous year. Statnett’s analysis from 2024 indicates that the growth in consumption has not occurred as quickly as anticipated, and there is greater uncertainty surrounding future forecasts. The average system price on the Nordic power exchange was 41.8 øre/kWh in 2024 compared to 64.2 øre/kWh for 2023 and 137.3 øre/kWh for 2022. The system price is a theoretically calculated average price for the Nordic and Baltic countries. Norway and Sweden are divided into respectively ﬁve and four different price areas for power ﬂows. The area prices may deviate signiﬁcantly from the system price, depending on transmission capacity, and production and consumption within the price area. As in previous years, area prices differed signiﬁcantly in the Nordic power market also in 2025, both short and long term. In Q4 2024, the system operators in the Nordics introduced Flow Based Market Coupling (FBMC). In short, this means trans- mission capacities between price areas will be utilized more efﬁciently, using algorithms for optimization. Counterintuitively, this has led to fewer hours with matching prices in connected price areas. In the ﬁrst part of 2025, additional changes to the market design will be implemented; a transition from hourly to 15-minute time interval in the imbal- ance markets. Furthermore, the Day Ahead market will also transition from hourly to 15-minute format in medio June. We expect these changes to lead to more volatile prices in the imbalance market, emphasizing the importance of a precise and robust inhouse physical trading unit. Part 4 – 4.1 Board of Directors’ Report Annual report 2024 78 and 2024, a number of measures were taken to simplify customer communication, clarify the terms and conditions and help customers increase their energy efﬁciency and reduce their costs. Surveys show that the customer satisfaction increased during the year, with satisfaction at a favourable level. In terms of general reputation among the population, there is still a long way to go to improve this for the industry and some of the Group’s retailers. The Norwegian Customer Barometer is pub- lished annually in May and measures customer satisfaction with their own supplier among Norwegian electricity customers. For cus- tomers to be characterised as satisﬁed, the total score must exceed 70. In 2024, Fjordkraft achieved a customer satisfaction score of 66.4 and a loyalty score of 72.1. This is a slight improvement from 2023. In 2024, Gudbrandsdal Energi secured the second place in their industry and achieved a customer satisfaction score of 73.3 in the Norwegian Customer Barometer. Gudbrandsdal Energi has a long history of being an industry leader in this survey and Norway’s most awarded power supplier. The annual survey published by EPSI Norway in November 2024 also measures Norwegian electricity customers’ satisfaction with their own supplier. The survey includes regional and national electricity retailers and shows an industry average of 68.5 points, up by 1.4 points from the previous survey. The supplier with the highest score achieved 74.2 points. Gudbrandsdal Energi was in 2nd place with 72.3 points. Fjordkraft gained 65.2 (65.3) points, and is thereby number 9 on the list of 10 electricity retailers in total. Customer service awards In September, Fjordkraft launched its AI-based chatbot to assist customers and to support customer service employees in answering customers. Fjordkraft’s chatbot was nomi- nated as one of the top 3 in the ‘Chatbot of the Year’ category at the Customer Service Awards in Oslo. Fjordkraft became the winner of the call test performed by ‘Kundeserviceavisen’ in the electricity sector. Fjordkraft’s consistent response times and the accessibility of the customer service throughout the competition secured the top position. In connection with the awarding of Norway’s Best Customer Service and Norway’s Best Customer Center ‘KS Index,’ Fjordkraft was nominated in June as one of the top 3 in the electricity industry category. The Trygg Strømhandel certiﬁcation scheme In 2021, the industry associations Renewable Norway, and Distriktsenergi introduced a voluntary certiﬁcation scheme for electricity retailers under the auspices of the DNV certi- ﬁcation company. The certiﬁcation scheme is called Trygg Strømhandel. The scheme sets a number of requirements concerning the sale of electricity, and for information and trans- parency in products and customer commu- nication. The scheme includes auditing and deviation reporting processes, to stimulate continuous improvement. The Group’s electricity companies operating in Norway are all certiﬁed and aim to always conduct their business in accordance with the The business areas The Consumer, Business and Nordic segments in the Elmera Group sold a total volume of 17.1 (17.9) TWh of electricity in 2024. In addition, a volume of 3.3 (3.6) TWh, reported in the New Growth segment, comes from power procure- ment and the management of production and yield of power on behalf of the companies in the Alliance segment. Consumer segment The Consumer business area comprises the private customers in Fjordkraft AS, TrøndelagKraft AS and Gudbrandsdal Energi AS. For many years, power agreements and power consumption were a low-interest prod- uct for most consumers. This has changed since the start of 2022, due to higher elec- tricity prices, as well as heightened national and international awareness of energy supply and prices. Norwegian households’ total consumption decreased marginally from 38 TWh in 2023 to 37.8 TWh in 2024 according to Elhub. Electricity price affects reputation and satisfaction The electricity industry’s reputation score improved throughout 2023 and 2024, driven by lower electricity prices and a focus on pro- viding good customer information and useful services for electricity customers. The electricity retailers in the Group are continuously working on various measures to improve the customer experience. In 2023 Elmera Energy Excellence in physical and ﬁnancial power trading is a core activity for the group because it provides opportunities for increased rev- enues and cost synergies. Statkraft Energi AS (SEAS) has provided services related to both physical and ﬁnancial trading to the group for the past 15 years. From 1 May, 2025 the wholly-owned subsidiary Elmera Energy AS will take over the physical trading and will replace SEAS’s role as a trading part- ner. Elmera Energy will become the balance responsible party (BRP) and will be a direct participant on NordPool. Elmera Energy will continue the relationship with SEAS and will also develop other sources for bilateral sourc- ing and trading. Elmera Energy will further facilitate the group’s ability to trade at 15-minute intervals and participate in intraday auctions during 2025. Elmera Energy has strengthened its expertise within physical trading, ﬁnancial trading and control functions, and will provide services to the entire group. Elmera Energy aims to reduce risk and increase revenues for the commercial units on selected products. Examples of this include trading of hedging contracts, electricity cer- tiﬁcates, guarantees of origin, CO2 quotas, as well as participating in consequence and cost analyses for existing and new products related to the physical market. The purpose of the trading activities is to balance sourcing and consumption portfolios, and customers’ hedging requirements, and not to take risk on own trading positions in the market. Part 4 – 4.1 Board of Directors’ Report Annual report 2024 79 saving tips, check their climate footprint and order additional services. For Fjordkraft cus- tomers, the same app provides an overview of their mobile phone usage and enables them to order additional services. In 2024, several new app services were launched to provide an overview of the grid tariff costs, and to avoid increased costs associated with payment for the power element in the grid tariff. In May 2024, the Fjordkraft app received high praise, ranking top three in Europe on the LCP Delta Leaderboard for energy insights apps. This leaderboard evaluates energy sup- pliers’ apps based on several key themes that contribute to a compelling customer expe- rience. By choosing additional services to the electricity agreement, customers can offset any large variation in their monthly invoice amounts due to the normally signiﬁcantly higher electricity consumption and prices in the winter season. The service is provided by Steddi Payments AS to Fjordkraft AS and TrøndelagKraft AS. Business segment The Group’s Business area is the leading player in the Norwegian B2B market and comprises the business customers in Fjordkraft AS, TrøndelagKraft AS and Gudbrandsdal Energi AS. The area also holds operational responsi- bility for B2B sales in the NGE brand operating in Sweden and Finland, which is ﬁnancially reported under the Nordic segment. Like the consumer market, the business market for power agreements and portfolio management of electricity is fragmented, with many providers. The Group’s business customers range in size from large com- panies and energy-intensive enterprises to small and medium-sized local production and service companies. The Group’s electric- ity retailers have a wide distribution network due to a presence and sales ofﬁces in Bergen, Hamar, Oslo, Sandefjord, Trondheim, Vinstra, Stockholm and Vasa. Climate-smart services, expertise and energy monitoring systems for the business sector are offered to major electricity con- sumers. Financial instruments and ﬁxed price agreements Close to 80 per cent of the Group’s business contracts have electricity management agree- ments that reduce the exposure to price ﬂuc- tuations by ensuring that some elements of the business’ consumption volume are ﬁnan- cially hedged via the Group’s products. The ﬁnancial power exchange, Nasdaq, provides electricity retailers and customers with the instruments to be able to offer this. In 2023, the Norwegian government changed the tax calculation model for power production to provide an incentive for large power producers to offer ﬁxed-price agree- ments to business customers. The agreements were launched in the market in December 2022, are offered via electricity retailers and have a duration of 3, 5 or 7 years. Fjordkraft has intermediated the long-term agreements in cooperation with SEAS. So far, the product has attracted limited interest from the business customers, as many already had electricity agreements with ﬁnancial price hedging to dampen price ﬂuctuations. At year-end ﬁxed price represented an aggregate committed volume of 1.9 TWh. Nordic segment Switch Nordic Green AB (Nordic Green Energy) Switch Nordic Green AB sells renewable energy and electricity contracts with guaran- tees of origin (GoOs) under the Nordic Green Energy (NGE) brand name. In March 2023, the launch of the app for electricity customers in Finland’s private market received a lot of attention among customers and from the media. The app was introduced to the Swedish market in April 2024. The aim is to attract new customers from the customer segment who run electric vehicles. The app was developed on the basis of the platform and interface for the Fjordkraft app. Customers using the app experience good value for their money as electricity customers. Nordic Green Energy was awarded the win- ner of the EPSI customer satisfaction survey in Finland in the fall of 2024. The 2023 survey resulted in 3rd place among 18 suppliers. The app is assessed to be a major reason for the strong customer satisfaction and loyalty. Fixed-price agreements without committed volume restrictions have traditionally been the most common electricity agreement for busi- ness customers in Sweden and Finland. This requirements in the scheme. The Group has a compliance ofﬁcer with ongoing responsi- bility for monitoring internal follow-up of the certiﬁcation requirements. Change in product portfolio In the beginning of 2023, the Group’s Norwegian electricity retailers decided to discontinue the sale of “variable” electricity agreements. Consequently, the share of cus- tomers with variable contracts has decreased to below 5 per cent of the portfolio at year- end. App important to customers The smartphone app is used for checking electricity prices throughout the day/night, and smart charge electric cars in the cheapest hours of the day/night, as well as other ser- vices. The app raises customers’ awareness of their own electricity consumption and pro- vides the knowledge customers need to be able to adjust their consumption. With media attention on electricity prices, the number of app users is increasing. The Group aims for 80 per cent of customers to actively interact with the Group’s digital interfaces. The Group’s Norwegian electricity cus- tomers can monitor prices, electricity price forecasts, and charge automatically when the electricity price is at its lowest. Customers can also check their electricity consumption, monitor production from solar panels on their own roof, control their heat pump, use their customer beneﬁts, check outdoor tempera- tures, keep track of invoices, receive power Part 4 – 4.1 Board of Directors’ Report Annual report 2024 80 entails a high-volume risk for the electricity retailer. Nor does it give any incentive for efﬁ- cient energy utilisation and energy savings by the customer. Since the ﬁrst quarter of 2022, the company has taken measures to reduce the volume of this type of agreement and has increased the ratio of electricity agreements that are pegged to the spot price. This has also become a more general trend in the Swedish and Finnish markets. A Group project is underway to move NGE onto the Elmera Group’s IT platform. The pro- ject includes PCs and infrastructure, operat- ing environment and system platform, and will prepare for migration of customers ﬁrst in Finland and then in Sweden during 2025. New growth initiatives segment This segment consists of new strategic initia- tives and other business areas. Kraftalliansen (the Power Alliance): Services for other electricity companies One of the Group’s business areas is the operation of an alliance concept comprising several small and medium-sized Norwegian electricity companies that purchase various market, advisory and power trading services from Elmera Group and related companies. The concept also includes the purchase of production from smaller power producers, and the purchase of licensed power, as well as grid losses and the power grid companies’ supply obligation. The concept operates under the brand name of «Kraftalliansen” and the companies included represents approxi- mately 200,000 customers. The potential for future growth in service sales is assessed to be strong, both within and outside Norway. At the end of 2024, the Group delivers the app for private electricity customers in separate design for 15 companies, that are not part of Elmera Group. AllRate AS AllRate AS offers billing and rating service to electricity, broadband and district heating providers. In 2024 the company has run a pilot towards grid companies offering desig- nated billing and rating services. In December 2024, the company entered into a contract with Vestall. The billing and rating services handle every process, including metering, settlement, billing, payment collection and message exchange with Elhub. The platform is scalable, with the capacity to handle higher transaction volumes resulting from acquisitions, to sup- port the company’s consolidation ambitions. Steddi Payments AS Steddi Payments provides services related to payments from private consumers to the Group’s electricity retailers. In a rapidly changing electricity market with increased price volatility, customers request predicta- bility with respect to their monthly payments. Steddi Payment’s primary service is to provide customers with even billing of electricity over time. Such service deliveries entail a need for different approaches and systems to those used by electricity retailers. The aim is also to provide services to companies outside Elmera Group. Fjordkraft Mobil AS Fjordkraft AS and Telia Norge AS joined forces in 2023 to create Fjordkraft Mobil AS. Fjordkraft AS owns 61 per cent and Telia Norge 39 per cent of the company. Fjordkraft AS started its mobile activities to private con- sumers in 2017 as part of the electricity sales company’s operations. Fjordkraft AS contin- ues to provide services and customer services to Fjordkraft Mobil AS. Fjordkraft Mobil AS is the largest mobile telephony provider without its own telecom- munications network. Joint ownership with Telia Norge of Fjordkraft Mobil AS ensures the favourable development of mobile activities. Services to customers and proﬁtability are developing as intended for this cooperation. PPA for solar business Through their partners, the Group’s electricity retailers can facilitate more rapid establish- ment of solar panel systems and new heat pump technology in the business market, by offering Power Purchase Agreements (PPA). Under a PPA between an electricity retailer and owners of commercial properties, the electricity retailer purchases energy from the property company that is generated from solar panels on the roof, or from heat pumps, at an agreed, guaranteed price for a given period of time. This provides a predictable income for the power producer or building owner. In this business model, the customer undertakes to purchase energy from the energy source, and Fjordkraft or Gudbrandsdal Energi, with asso- ciated partners, arrange installation, ﬁnanc- ing and operation. Fjordkraft also offers solar panel installation and a virtual battery solution, the solar account, to private customers. Organisation Employees In overall terms, Elmera Group’s wholly owned companies, including operations in Sweden and Finland, had a total of 452 permanent employees at the end of 2024, equivalent to 430.6 FTEs. In Norway, there were 378 per- manent employees in total at the end of 2024, equivalent to 362.9 FTEs. At the end of 2024, the parent company Elmera Group ASA had a total of 153 employees and 148.6 FTEs. At the end of 2024, the Group had a total of 16.6 FTEs covered by staff contracted from manpower agencies. Further details on this and part-time work is described in the 2024 Equality and Diversity Report. In Norway, the Group is covered by the col- lective agreements for the Electricity and IT Union, the Norwegian Union of Municipal and General Employees (NUMGE) and NITO. Switch Nordic Green AB in Sweden and Finland is not covered by collective agreements. The ﬁgures for sick leave for the Group’s companies was in total 6.6 per cent in 2024 down from 7.6 per cent in 2023. This exceeded the goal of an absence rate below 4.9 per cent. Absence due to illness in Elmera Group Part 4 – 4.1 Board of Directors’ Report Annual report 2024 81 ASA was 3.5 per cent in 2023. Absence due to illness in Fjordkraft amounted to 10.6 per cent and in Gudbrandsdal Energi to 5.3 and in Nordic Green Energy 2.7 per cent. The general rate of absence due to illness in society has increased after the pandemic. Prevention and follow-up of absences remained an important task in 2024. The reasons for these absences are complex. A wide range of preventive measures have been implemented, and this work will continue. Also in 2024, two employee surveys were conducted in the Group to investigate how employees experienced their work situation and the extent to which they identiﬁed with the Group’s and the companies’ goals and val- ues. Satisfaction among our employees is high and the employees generally have a strong commitment to their workplace. Equal opportunities The purpose of the Norwegian Anti- Discrimination Act is to promote equality, ensure equal opportunities and rights, and prevent discrimination. In Elmera Group, men and women enjoy equal rights, opportuni- ties and pay conditions for the same type of position. The companies and the Group work actively to promote the aims of the Act. The activities encompass recruitment, pay and working conditions, promotion, development opportunities and protection against discrim- ination or harassment. A full statement on gender equality is part of the 2024 Equality and Diversity Report. The ratio for shareholder-elected Board members in Elmera Group is 60 per cent women and 40 per cent men. Including employee-elected members, the proportion of women on the Board totals 50 per cent. Furthermore, the Group’s objective is for the ratio of female/male managers to be equiv- alent to the ratio for the general distribution of women and men among the employees. Elmera’s Group management team had a total of ten members at the end of the year, and the distribution between women and men is 40 and 60 per cent, respectively. The distribution between women and men employed by the Group in Norway is 44 per cent and 56 per cent. Ownership and legal form The Board of Directors has eight members, of whom ﬁve are elected by the shareholders, and three are elected by the employees. As from the annual general meeting on 21 April 2021, Steinar Sønsteby has been Chair of the Board of Directors. The composition of the Board is in line with the recommendations of the Norwegian Corporate Governance Board (NUES). A full statement on Corporate Governance and the work of the Board of Directors is part of this Annual Report. The Board held a total of eight meetings dur- ing the year. No Board committees consisting of only a selection of Board members were used during the year, except for the legally required audit committee and remuneration committee. In March 2024, the Board con- ducted an evaluation of its work. Elmera Group ASA has taken out Board lia- bility insurance. Coverage applies to members of the Board of Directors, the general man- ager and other employees with independent management responsibility. The Board liabil- ity insurance also concerns the subsidiaries. The insurance covers the insured’s liability for damage to assets due to claims against the insured during the insurance period. For 2024, an executive remuneration report was prepared for submission to the annual general meeting. The report is available on the company’s website prior to the annual general meeting: elmeragroup.no Strategy Throughout the year, the Board has been reg- ularly engaged in the revision of the Group’s strategy plan for the 2025-2027 strategy period. The strategy work was adapted to be ensuring synergies in the Group. The strategy provides the basis for the Group’s collective ambitions, decisions and activities for owners, the Board, managers and employees in the company. All ordinary Board meetings include strategy assessments and discussions. The strategy plan of the Elmera Group plays an important role in the managers’ and employees’ planning and everyday work. Managers at several levels help to shape the strategy for their areas of responsibility. Every year, as part of its evaluation and audit pro- cess, the Group chooses one priority area from the strategic plan which it subjects to particular scrutiny to test the validity of the assumptions. The company has a well proven strategy process and evaluates annually how to develop and adapt the process. Over time, the company has developed a good process for involving and building commitment to the strategy plan from the company’s middle management and other employees. The company’s strategy process is linked to the Group’s management philosophy. Since 2004, promise-based management has been an important element of the company’s culture and working methods to ensure that the strategy is converted to action in each employee’s everyday work. The Group’s strategy concerns defending and maintaining the current competitive advantages and earnings and developing new advantages and business areas. Scenario modelling is an important tool in the strategy work. The company has developed strategy accounts, which it has used for several years to measure and document its capacity for imple- menting strategic decisions and objectives. For more information, see the strategy chapter in the Annual Report. Investor Relations Elmera Group ASA has been listed on the main list of the Oslo Stock Exchange since 21 March 2018. The share price (ticker ELMRA) increased by 26 per cent in the period from 1 January to 31 December 2024. The main index of the Oslo Stock Exchange rose by 9 per cent in the same period. The company’s market Part 4 – 4.1 Board of Directors’ Report Annual report 2024 82 capitalisation at year-end was around NOK 4.2 billion. The company had around 8,000 sharehold- ers at the close of the year. A list of the com- pany’s 20 largest shareholders is available at elmeragroup.no In 2024, the company operated its inves- tor relations activities in line with the strategy adopted for the area. ESG The Sustainablility statement is included as a separate chapter of this Annual Report and concerns the initiatives on which the company has been working. In accordance with the Corporate Sustainability Reporting Directive (CSRD), the company will follow the European Sustainability Reporting Standards (ESRS), which require reporting on social and envi- ronmental impacts, as well as sustainability strategies and goals. The ESRS ensures com- prehensive and comparable reporting across companies. The Board and the company have started the preparation for 2025 reporting require- ments. A double materiality analysis has been carried out. It involves assessing both how our business impacts the external environment (impact materiality) and how external factors affect our business (ﬁnancial materiality). This analysis helps us identify the most relevant sustainability issues and risks, forming the foundation for an effective ESG strategy. Throughout the year, the Board regularly included ESG-related topics as part of its agenda. Climate risk, climate goals and sus- tainability were included in the Board’s dis- cussions and work in connection with the Group’s strategy. Elmera Group has chosen four of the UN Sustainable Development Goals as the Group’s focus areas. The Group has low greenhouse gas emis- sions as a consequence of the companies’ activities. Target ﬁgures for reductions have been set; see the ESG Report. Elmera Group will continue to pursue its ambition to play an important business role in achieving the objective set by the Norwegian government for electricity generated from solar panels to amount to 8 TWh by 2030. The Board believes that companies such as Elmera Group ASA can contribute to the EU sustainability goals to stop climate change and curb global warming. Meanwhile, the com- pany can make the greatest contribution to, and have the biggest impact on, reducing global warming and achieving the EU climate goals by stipulating requirements for its sup- pliers and, not least, by working to ensure that other companies do the same. Greenhouse gas accounts Greenhouse gas accounts for 2024 have been prepared for the Group and all its subsidiar- ies concerning Scope 1, 2 and 3 emissions. The operations are exclusively ofﬁce-based and do not include any production processes or premises. The business does not cause emissions to the air or water beyond what is consumed by the company’s employees’ use of the ofﬁces and travel related to their work. Electricity consumed in the company’s the eight core conventions of the International Labour Organisation (ILO) regarding the right to organise, prohibitions against discrimina- tion and forced labour, prohibitions against child labour, as well as provisions for prevent- ing corruption, and requires the company’s suppliers to do the same. The Group’s ethical guidelines are discussed and addressed by the Board. The Group’s eth- ical guidelines include a duty for employees to notify any censurable conditions, including breaches of internal guidelines, and statutory and regulatory provisions, and procedures for how such information is to be provided. Finances Group results Adjusted operating proﬁt (EBIT adj.) amounted to NOK 569 million in 2024, an increase from NOK 513 million in 2023. Net revenue increased from 2023 to 2024 across all seg- ments, while adjusted operating expenses were stable from 2023 to 2024, in line with the Group’s guidance. In the Consumer segment, adjusted oper- ating proﬁt increased by NOK 80 million from 2023, driven by cost reductions through the Group’s cost efﬁciency program and increased product margins. The Business segment con- tinued its strong track record, reporting an adjusted operating proﬁt of NOK 272 million in 2024, a NOK 4 million increase from 2023. In the Nordic segment, adjusted operating proﬁt decreased by NOK 29 million, driven by increased losses on trade receivables due premises has guarantees of origin (GoOs) from hydroelectric power. This is described in the ESG chapter of the Annual Report, Greenhouse Gas Accounts. Climate risk assessment Elmera Group undertakes climate risk assess- ment as part of the overall risk management and reporting in the Group. The climate risk in relation to the company’s ability to implement its strategy is assessed to be low. See Chapter on Climate Risk in the ESG Report and in the notes to the ﬁnancial state- ments. Ethics and compliance Elmera Group’s Corporate Governance Report is part of the company’s Annual Report for 2024. The report is prepared to describe all elements of the Norwegian Code of Practice for Corporate Governance. As from 1 July 2022, the Transparency Act entered into force in Norway. The Act pro- motes businesses’ respect for fundamental human rights and decent working conditions and ensure access to information for the gen- eral public. The Act imposes a disclosure obli- gation on companies in Norway and a duty to undertake due diligence assessment of sup- pliers. The company has published its ﬁrst due diligence assessment in accordance with the Act, available on the webside: elmera.no/cor- porategovernance. The company is aware of the issues related to suppliers of solar panels with production in China, including the risk of child labour and human rights issues. The company satisﬁes the requirements of Part 4 – 4.1 Board of Directors’ Report Annual report 2024 83 to the increased bankruptcy trend in Sweden and increased personnel costs related to inter- nal sales resources. New Growth Initiatives reported an adjusted operating proﬁt of NOK 31 million in 2024, an increase of NOK 1 million from 2023. The operating proﬁt in 2024 was NOK 436 million (NOK 359 million). Proﬁt for the year was 357 million (197 million). Financial statements The consolidated ﬁnancial statements for Elmera Group include the operations of Elmera Group ASA and its subsidiaries Fjordkraft AS, TrøndelagKraft AS, Gudbrandsdal Energi AS, Fjordkraft Mobil AS, Energismart Norge AS, Elmera Industrial Ownership AS, AllRate AS, Steddi Payments AS, Elmera Nordic AS, Elmera Energy AS, Fjordkraft Företag AB and Switch Nordic Green AB. The consolidated ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The consolidated ﬁnancial state- ments also comply with IFRS as issued by the International Accounting Standards Board (IASB). The going concern assumption is the basis for the statements, and according to the Board of Directors the ﬁnancial statements provide a true and fair view of the Elmera Group’s assets and liabilities, ﬁnancial position, and result of operations. The Group’s total revenues in 2024 amounted to NOK 12,229 million, compared to NOK 18,921 million in 2023 and direct cost of sales amounted to NOK 10,453 million in 2023 compared to NOK 17,193 million in 2023. The reduction in elspot prices is the main rea- son for lower total revenues and direct cost of sales in 2024. Total personnel and other operating expenses amounted to NOK 973 million, compared to NOK 997 million the pre- vious year. The Group’s proﬁt before tax was NOK 435 million (2023: NOK 238 million). Tax expenses were NOK 78 million (2023: NOK 41 million). Proﬁt after tax for 2024 was NOK 357 million (2023: NOK 197 million). The 2024 oper- ating revenue (NOK 302 million) and operat- ing expenses (NOK 365 million) of the parent company Elmera Group ASA are signiﬁcantly increased compared to 2023 (Revenue: NOK 223 million, Operating expenses: NOK 339 million). This is a consequence of the Group’s reorganisation in 2024. The 2024 operat- ing revenue in Elmera Group ASA are reve- nues from providing management-, IT, and other support services to group companies. The parent company’s proﬁt before tax was NOK 394 million (2023: NOK 404million). Tax expenses was NOK 49 million (2023: NOK 28 million). Proﬁt after tax for 2024 was NOK 346 million (2023: NOK 376 million). The decrease in proﬁt is primarily due to a decrease in divi- dends from subsidiaries, which is recognised as Income from investments in subsidiaries. Allocation of the year’s proﬁt As per IFRS accounting rules, the IFRS ﬁnancial statements for 2024 show no provisions for dividends on 31 December 2024. The board has proposed a dividend of NOK 3.00 per share to be approved by the General Meeting. Statement of ﬁnancial position The assets in the Elmera Group mainly consist of current assets in the form of trade receiva- bles and derivative ﬁnancial instruments, and non-current assets in the form of goodwill and intangible assets. Current assets and non-cur- rent assets each amount to approximately 50 per cent of the Group’s total assets. Due to variations in price and consumption, the value of total assets varies signiﬁcantly from period to period. Total assets have decreased with NOK 2 308 million in 2024, mainly due to a reduction in trade receivables. In 2024, equity has increased by NOK 137 million from NOK 1,484 million to NOK 1,621 million. The Group’s equity ratio has increased from 18 per cent on 31 December 2023 to 27 per cent on 31 December 2024. Total current liabilities have decreased by NOK 2 264 million from 2023. This is largely related to decreased trade and other payables and interest-bearing short term debt. Total non-current liabilities have decreased by NOK 181 million. The main rea- sons are reductions in derivative ﬁnancial instruments and onerous contract provisions. In 2024, Elmera Group ASA total assets have increased with NOK 622 million, mainly due to an increase in Receivables from group com- panies, which comprise group contributions and dividends, and the amounts the Group companies have drawn on the group account system. The parent company is the holder of the group account system, which is con- nected to the Group’s Overdraft facility which have increased with NOK 117 million in 2024. Compared to 2023, Interest-bearing long- term debt has increased with NOK 476 million, liabilities to related parties has decreased with NOK 191 million, and Interest-bearing short- term debt has decreased with NOK 86 mil- lion. Elmera Group ASA’s equity has increased with NOK 22 million, and the equity ratio has decreased from 54 per cent on 31 December 2023 to 46 per cent on 31 December 2024. Key ﬁgures In total, the Group had 1 012 electricity deliv- eries at year-end 2024. This is an increase of 9 thousand electricity deliveries from 2023. The number of mobile subscribers in the Group was 111 thousand. There has been a 2 % decrease in total volume delivered to the Consumer and Business segments, from 15.68 TWh in 2023 to 15.43 TWh in 2024. The Nordic segment delivered 1.64 TWh in 2024. ROE (Return on equity) was 23 per cent in 2024, compared to 15 per cent in 2023. Cash ﬂow analysis Due to ﬂuctuations in price and consumption both between years and within a year, the cash ﬂow analysis can vary signiﬁcantly. Net cash from operating activities has decreased from NOK 1 018 million in 2023 to NOK -3 million in 2024. The decrease was mainly driven by change in trade receivables and trade pay- ables. Net cash from investing activities was NOK 28 million in 2024 compared to -65 mil- lion in 2023. Corporate Finance The governance of the Elmera Group is based on the Norwegian Code of Practice for Corporate Governance (NUES). See separate Part 4 – 4.1 Board of Directors’ Report Annual report 2024 84 chapter in the report, Corporate Governance report, for more about the governance prin- ciples and practice. Financial risk management The Group classiﬁes the following categories of ﬁnancial risks: • Climate risk • Market risk • Credit risk • Liquidity risk Climate risk In preparing Elmera Group’s annual ﬁnancial statements, a comprehensive evaluation of climate-related risks was conducted to accu- rately reﬂect the Group’s ﬁnancial position and outlook. This evaluation considered the poten- tial impacts of physical risks, such as extreme weather events and shifts in climate patterns, as well as transition risks associated with the global move towards a low-carbon economy. Physical risk involves costs associated with physical damage due to climate change. Elmera Group has very few assets that could be physically damaged because of climate change. The increased frequency of extreme weather conditions could result in signiﬁcant damage to grid owners’ infrastructure, which could affect Elmera Group’s reputation in the event of prolonged power outages. The Group’s exposure to physical risk is considered to be low. Transitional risk involves economic uncertainty related to the transition to a low-emission society, and is divided into four Part 4 – 4.1 Board of Directors’ Report categories: Technology, Market, Policy and Reputation. As we are transitioning towards a low-emis- sion society, the mix of production sources will change, which again can affect commodity prices. This is further described under “market risk – commodity prices”. Elmera Group is operating in a renewable industry and the demand for electricity is expected to increase going forward. Increased penetration of solar panels among consum- ers can reduce the customers’ consumption of electricity through the electricity retailers, but also represents growth opportunities for the Group, as the Group is both a distribution channel of solar panels and facilitates solu- tions for i.a. insight and virtual storage of pro- duction. This area is an important focus area for the Group in the years to come. The various aspects of climate risk men- tioned above have been assessed for their potential inﬂuence on the recognition, meas- urement, depreciation proﬁles and impair- ment considerations of the Group’s assets and liabilities, and it was concluded that, as of the current reporting period, climate-related risks do not have material effects on the Group’s ﬁnancial statements. The Group’s ESG-report contains more information about climate risk and how these are managed. Market risk Market risk is the risk of losses arising from movements in market prices. The Group is pri- marily exposed to the market risks of changes in commodity prices, climate risk, interest rates, security prices and foreign currency exchange rates. Market risk – commodity prices The commodity price risks related to sales of electricity to end-users are primarily related to market prices for electricity, but also to mar- ket prices of el-certiﬁcates and guarantees of origination (GoOs). The market price for electricity (spot price) is the hourly price from the Nordic power exchange Nord Pool Spot. Norway, Sweden, and Finland are geographically divided into different electricity price areas. The spot price is determined by Nord Pool Spot within each of these price areas by the balance between demand and supply. Different factors have contributed to high price volatility for a sustained period. These include geopolitical conditions and the tran- sition to renewable energy production that bring more unregulated power into the sys- tem. The new normal is characterised by higher price volatility than before the energy crisis in 2022. Production will vary according to weather conditions such as wind and solar and will also affect the demand side through increased temperature. Climate change therefore affects key factors such as price and vol- ume. Climate changes drive regulation and increased reporting requirements, as well as the demand for products such as solar panels and guarantees of origin. The Group’s ESG- report contains more information about cli- mate risk and how these are managed. When selling electricity to end users the Group offers a large scale of different prod- uct types with different pricing structures. The product types vary from spot-priced products, where the sales prices are connected to the spot price the Group pays when purchasing the electricity in the spot market, to variable price and ﬁxed price contracts where the sales price is a ﬁxed price for a ﬁxed period. The different product types expose the Group to different risks, including price risk, proﬁle risk, and volume risk. Proﬁle risk arises when using standardised electricity derivatives, where the contractual price is ﬁxed for all hours dur- ing the contractual period, to hedge power sales in the retail market where power prices vary from hour to hour throughout the day and week. The majority of end-user-sales in Norway are from spot-priced product types, where there is no price-, proﬁle- or volume risk. Variable price contracts offer the cus- tomers a set price with no volume limitation. The price in the variable price products in the consumer segment can be changed with a 30 days’ notice period. In the business seg- ment the notice period is seven days. In the Consumer segment, the group has initiated a soft phase-out of these contracts and year- end 2024 this contract type represents less than 5% of the customers in the segment. A portion of end-user sales in the Nordic seg- ment are at ﬁxed price contracts. The volume of ﬁxed price power contracts has decreased during the year due to a phase-out of the product and movement towards spot-based products for new customers. These legacy ﬁxed price contracts were contracts without ﬁxed volume, exposing the Group to both Annual report 2024 85 price-, proﬁle-, and volume risks. The Group ended new sales of this type of ﬁxed price contracts in the Nordic segment during the ﬁrst quarter of 2022. Since then, new sales of ﬁxed price contracts are contracts where the customer carries the price-, proﬁle-, and volume risks. Thus, the Group’s exposure to these risks has been signiﬁcantly decreased since 2022 as the ﬁxed price contracts expires. Whenever Elmera enters into customer contracts where the electricity sales price is ﬁxed or partially ﬁxed, the related price risk is managed by purchasing ﬁnancial electric- ity derivatives for hedging purposes. When hedging the price risk from ﬁxed price con- tracts without ﬁxed volume, the electricity volume expected to be delivered on the ﬁxed price contracts is estimated. To manage the volume risk in these customer contracts the volume estimates are periodically updated, and the portfolios of hedging derivatives are rebalanced accordingly. The remaining risk exposure is taken into account when pricing these customer contracts. The Group offers large business customers and Alliance partners to enter into ﬁnancial power contracts, enabling them to utilise the market for ﬁnancial trading of electricity to hedge the price risks in (parts of) their electric- ity purchases and/or sales. Any ﬁnancial deriv- ative sold to a business customer is hedged back-to-back by purchasing a corresponding ﬁnancial derivative from a third party, thus any price or volume risk on these ﬁnancial cus- tomer contracts is eliminated. The Group’s ﬁnancial electricity trade is mainly conducted through agreed bilateral frameworks with Statkraft as the main trade counter party. When selling electricity to end users in Norway and Sweden, the Group is required to purchase and cancel el-certiﬁ- cates. Further, when selling electricity on products including guarantees of origination, the Group is required to purchase and can- cel GoOs. To manage risk exposure towards ﬂuctuations in el-certiﬁcate and GoO market prices, the Group purchases el-certiﬁcates and GoOs, either in the spot market, or by pur- chasing forward contracts. Market risk – interest rates The Group’s exposure to interest rate risk arises from the Group’s variable rate credit facilities. The long-term loans, the revolving credit facility, the guarantee facility and the overdraft facility, are all variable rate facili- ties. In addition, interest rate risk is related to short-term trade payables towards Statkraft related to purchase of electricity, and short- term receivables for customers who choose to extend their payment terms. Variable rate credit facilities, trade payables, and trade receivables expose the Group to cash ﬂow interest rate risks. The Group has set out parameters to actively monitor this risk going forward. Market risk – security prices The Group is indirectly exposed to security price risk through its deﬁned employee bene- ﬁt obligations where parts of the pension plan assets are invested in securities. This risk is managed through investment in diversiﬁed portfolios managed by external insurance companies. Market risk – foreign exchange rates Following the acquisition of Switch Nordic Green AB, the Group increased its expo- sure to foreign exchange risk (primarily the Swedish Krone and the Euro). The acquisition was ﬁnanced by a term loan denominated in NOK, and cash in hand. The Group’s operations however still have limited exposure to foreign exchange cur- rency ﬂuctuations, as the vast majority of local revenues, operating expenses and ﬁnancial expenses are denominated in local currency. Through its agreement with Statkraft, the Group has the opportunity to conduct all of its physical and ﬁnancial purchase of electricity in local currency. Credit risk Credit risk refers to the risk that a counter- party will default on its contractual obligations resulting in ﬁnancial loss to the Group. As of 31 December 2024, the Group’s maximum exposure to credit risk without taking into account any collateral held or other credit enhancements, equals the carrying amount of the respective recognised ﬁnancial assets as stated in the consolidated statement of ﬁnancial position. Trade receivables consist of a large number of receivables on end-user customers, mainly households and business customers spread across diverse industries in Norway, Sweden and Finland. The Group uses an external credit scoring system to assess the potential customer’s credit quality before accepting any new customer. The Group uses publicly available ﬁnancial information and its own trading records to rate its business cus- tomers. In addition to invoicing electricity sales and other services provided to customers, the Group provides re-invoicing to customers in Norway related to grid rent on behalf of the grid owners (“gjennomfakturering”). This con- tributes to an increase in credit risk as the amount of trade receivables increases with the re-invoiced grid rent. However, the Norwegian power support scheme (“strømstøtteordnin- gen”) has signiﬁcantly reduced the amounts which are re-invoiced, and thus the related credit risk. The power support scheme has been revised by the Norwegian government and extended to include the year 2025. The Group is required to provide letters of credit to the grid owners, guaranteeing their settlement of re-invoiced grid rent. However, the grid own- ers are not required to reimburse the Group for any re-invoiced grid rent not settled by the customer. The credit risk on bank deposits is limited because the counterparties are banks with high credit-ratings assigned by interna- tional credit-rating agencies. Derivative ﬁnancial contracts are traded either bilaterally with third party counterparties (mainly Statkraft), or customers (mainly large business customers and Alliance partners). Credit risk associated with derivative ﬁnan- cial contracts with Statkraft (and other third parties) is considered to be limited as these counterparties are highly rated state-owned enterprises. The credit risk related to deriva- tive ﬁnancial contracts with customers is man- aged by mainly offering ﬁnancial contracts to customers with a sufﬁcient credit rating, or by Part 4 – 4.1 Board of Directors’ Report Annual report 2024 86 requiring security from the customer in the form of a deposit or a letter of credit. If credit risk related to a derivative ﬁnancial contract with a customer is considered to be material, this is reﬂected in the calculation of the fair value of the ﬁnancial asset. Liquidity risk The Group manages liquidity risk by main- taining adequate cash reserves, bank over- draft facilities, guarantee facilities and reserve credit facilities, by continuously monitoring forecasts and actual cash ﬂows, and by match- ing the maturity proﬁles of ﬁnancial assets and liabilities. Electricity purchased under the Group’s electricity purchase agreement with Statkraft, which is the Group’s most signiﬁcant purchase agreement, are invoiced monthly in arrear, with 45 credit days. Outlook AI in use In 2025, artiﬁcial intelligence has become a crucial factor for the business sector. AI has opened new opportunities for efﬁciency, improved decision-making, and increased customer satisfaction. At the same time, the technology also brings challenges, such as security risks and ethical dilemmas related to privacy and data management. In 2025, Elmera has focused on training and motivation around the use of AI. We have implemented AI in several of our projects, which has helped improve our services and increase our competitiveness. The board considers it important to be well-prepared to harness the potential of AI technology, while ensuring that the company and each employee are conscious of managing the associated risks responsibly. Elmera Energy The board perceives the development of physical and ﬁnancial power trading as a positive and strategic advancement for the group. This evolution aligns with the Groups long-term goals and is being closely moni- tored and with great interest. The transition of physical trading responsibilities to Elmera Energy AS, is seen as a crucial step towards enhancing the groups operational efﬁciency and market presence. The board is keenly anticipating the impact of changes in the intraday market and the 15-minute market on market participants, and how these changes will inﬂuence cost structures, liquidity, and potential innovation in products. The ability to trade at 15-minute intervals is expected to enhance market efﬁ- ciency and provide more precise risk man- agement tools, potentially leading to cost reductions and improved ﬁnancial perfor- mance. We believe the Group is well-posi- tioned to capitalise on the opportunities these changes present. Continued consolidation The Group did not make any acquisitions in 2024. Assuming that the right opportunities are in place, the Board wishes to continue the Group’s consolidation strategy in Norway and the Nordic region in the coming years. The future A larger share of renewable energy, electriﬁ- cation, and increasing power demand present signiﬁcant opportunities and challenges. The transition to more renewable energy is crucial for achieving the EU’s ambitious climate goals. Access to reliable and affordable energy is also a key prerequisite for economic growth and development globally. Energy issues also play an important role in international security policy. Our future energy landscape is inﬂu- enced by climate and energy policies, the need for economic growth, and supply secu- rity. Therefore, energy issues are expected to be a very central part of public debate in the coming years. Elmera Group’s companies will continue their efforts to further develop the value prop- ositions adapted to the green transition with products and services that create increased predictability, and opportunities for local energy production, energy saving and energy management. With its size, resources and expertise, Elmera Group is well-prepared for further develop- ment and operation. The Board wishes to thank everyone who works for the Group for their efforts and contributions to this year’s results. Part 4 – 4.1 Board of Directors’ Report Per Oluf Solbraa Board member Heidi Theresa Ose Board member Rolf Barmen CEO Frank Økland Board member Steinar Sønsteby Chairman Live Bertha Haukvik Board member Stian Madsen Board member Magnhild K. B. Uglem Board member Anne Marit Steen Board member The Board of Directors of Elmera Group ASA, Bergen, 4 April 2025. 4.2 Financial statements Elmera Group Part 4 – 4.2 Financial statements Elmera Group Consolidated statement of proﬁt or loss 88 Consolidated statement of comprehensive income (loss) 89 Consolidated statement of ﬁnancial position 90 Consolidated statement of changes in equity 92 Consolidated statement of cash ﬂows 93 Annual report 2024 87 Annual report 2024 88 NOK in thousands Note 2024 2023 Revenue 3, 4 12 229 493 18 920 598 Direct cost of sales 3, 5, 18 (10 452 582) (17 192 526) Personnel expenses 3, 10, 17, 22 (466 861) (454 622) Other operating expenses 3, 11 (506 363) (542 277) Depreciation and amortisation 3, 4, 14, 15, 24 (377 887) (386 519) Impairment of intangible assets and cost to obtain contracts 15, 18 10 381 14 548 Operating proﬁt 436 181 359 202 Gain/loss from the disposal of investments in associates and joint ventures 27 138 553 - Income/loss from investments in associates and joint ventures 27 (1 279) 750 Interest income 6 34 613 32 069 Interest expense lease liability 24 (3 706) (1 621) Interest expense 6 (156 770) (148 268) Other ﬁnancial items, net 6, 11 (12 605) (4 555) Net ﬁnancial income/(cost) (1 195) (121 625) Proﬁt/(loss) before tax 434 986 237 577 Income tax (expense)/income 12 (77 607) (41 030) Proﬁt/(loss) for the year 357 379 196 546 Proﬁt/(loss) for the period attributable to: Non-controlling interest 25 3 434 4 258 Equity holders of Elmera Group ASA 353 945 192 288 Basic earnings per share (in NOK) 13 3,25 1,77 Diluted earnings per share (in NOK) 13 3,19 1,74 Consolidated statement of proﬁt or loss Part 4 – 4.2 Financial statements Elmera Group Annual report 2024 89 NOK in thousands Note 2024 2023 Proﬁt/(loss) for the year 357 379 196 546 Other comprehensive income: Items which may be reclassiﬁed over proﬁt or loss in subsequent periods: Hedging reserves, cash ﬂow hedges (net of tax) 9 (4 937) 57 270 Currency translation differences 17 079 42 923 Total 12 142 100 193 Items that will not be reclassiﬁed to proﬁt or loss: Actuarial gain/(loss) on pension obligations (net of tax) 12, 17 6 988 24 504 Total 6 988 24 504 Total other comprehensive income/(loss) for the year, net of tax 19 130 124 698 Total comprehensive income/(loss) for the year 376 509 321 244 Total comprehensive income/(loss) for the period attributable to: Non-controlling interest 25 3 434 4 258 Equity holders of Elmera Group ASA 373 075 316 986 Consolidated statement of comprehensive income (loss) Part 4 – 4.2 Financial statements Elmera Group Annual report 2024 90 NOK in thousands Note 2024 Restated 2023 Non-current assets Deferred tax assets 12 38 500 37 466 Right-of-use assets property plant and equipment 24 80 267 57 121 Property, plant and equipment 14 5 913 5 315 Goodwill 15 1 448 071 1 439 389 Intangible assets 15 365 404 454 051 Cost to obtain contracts 4 222 531 265 350 Investments in associates and joint ventures 27 23 572 21 484 Derivative ﬁnancial instruments and ﬁrm commitments 6, 7, 8,9 624 163 878 524 Net plan assets of deﬁned beneﬁt pension plans 17 71 501 30 900 Other non-current ﬁnancial assets 6 57 018 133 665 Total non-current assets 2 936 940 3 323 265 Current assets Intangible assets 15 1 219 3 854 Inventories 16 537 371 Trade receivables 6, 21 2 338 616 3 989 741 Derivative ﬁnancial instruments and ﬁrm commitments 6, 7, 8,9 535 527 666 196 Other current assets 20 53 813 12 471 Cash and cash equivalents 6 143 974 338 746 Total current assets 3 089 687 5 011 380 Total assets 6 026 626 8 334 645 Equity Share capital 16 32 735 32 601 Share premium 16 993 294 993 294 Other equity 470 291 337 003 Non-controlling interests 25 124 610 121 175 Total equity 1 620 929 1 484 074 Consolidated statement of ﬁnancial position Part 4 – 4.2 Financial statements Elmera Group Annual report 2024 91 NOK in thousands Note 2024 Restated 2023 Non-current liabilities Net employee deﬁned beneﬁt plan liabilities 17 81 479 63 921 Interest-bearing long term debt 6 739 687 537 617 Deferred tax liabilitites 12 69 891 82 843 Lease liability- long term 24 63 993 40 945 Derivative ﬁnancial instruments and ﬁrm commitments 6, 7, 8,9 643 520 872 366 Onerous contract provisions 18 1 297 68 383 Other provisions for liabilities 17 898 132 884 Total non-current liabilities 1 617 765 1 798 961 Current liabilities Trade and other payables 6, 21 1 629 699 3 522 350 Overdraft facilities 6 117 381 - Interest-bearing short term debt 6 85 000 368 700 Current income tax liabilities 12 91 417 82 910 Derivative ﬁnancial instruments and ﬁrm commitments 6, 7, 8, 9 560 051 599 909 Social security and other taxes 104 441 125 608 Lease liability- short term 24 20 647 19 391 Onerous contract provisions 18 1 538 24 879 Other current liabilities 6, 19 177 758 307 862 Total current liabilities 2 787 933 5 051 610 Total liabilities 4 405 697 6 850 571 Total equity and liabilities 6 026 626 8 334 645 Consolidated statement of ﬁnancial position Part 4 – 4.2 Financial statements Elmera Group The Board of Directors of Elmera Group ASA, Bergen, 4 April 2025. Per Oluf Solbraa Board member Heidi Theresa Ose Board member Stian Madsen Board member Magnhild K. B. Uglem Board member Rolf Barmen CEO Frank Økland Board member Steinar Sønsteby Chairman Live Bertha Haukvik Board member Anne Marit Steen Board member Annual report 2024 92 Consolidated statement of changes in equity NOK in thousands Issued capital Treasury shares Share premium Hedging reserves Foreign currency translation reserve Retained earnings Attributable to owners of parent Non-con- trolling interests Total Balance at 31 December 2022 (As reported) 34 306 (1 715) 993 294 (55 137) (68 531) 337 909 1 240 126 - 1 240 126 Prior period corrections (see note 1) - - - - - (34 836) (34 836) - (34 836) Balance at 1 January 2023 (Restated) 34 306 (1 715) 993 294 (55 137) (68 531) 303 073 1 205 289 - 1 205 289 Proﬁt/(loss) for the year - - - - - 192 288 192 288 4 258 196 546 Share-based payment (note 26) - - - - - 2 828 2 828 - 2 828 Other comprehensive income/(loss) for the year, net of tax - - - 57 270 42 923 24 504 124 698 - 124 698 Total comprehensive income/(loss) for the period incl. share-based payment - - - 57 270 42 923 219 620 319 814 4 258 324 072 Sale of treasury shares (note 16) - 11 - - - 736 747 - 747 Transactions with non-controlling interests (note 25) - - - - - - - 116 917 116 917 Dividends paid (note 13) - - - - - (162 951) (162 951) - (162 951) Transactions with owners - 11 - - - (162 215) (162 204) 116 917 (45 287) Balance at 31 December 2023 34 306 (1 704) 993 294 2 133 (25 608) 360 478 1 362 899 121 175 1 484 074 Balance at 1 January 2024 34 306 (1 704) 993 294 2 133 (25 608) 360 478 1 362 899 121 175 1 484 074 Proﬁt/(loss) for the year - - - - - 353 945 353 945 3 434 357 379 Share-based payment (note 26) - - - - - 2 502 2 502 - 2 502 Other comprehensive income/(loss) for the year, net of tax - - - (4 937) 17 079 6 988 19 130 - 19 130 Total comprehensive income/(loss) for the period incl. share-based payment - - - (4 937) 17 079 363 435 375 577 3 434 379 011 Sale of treasury shares (note 16) - 133 - - - 8 334 8 467 - 8 467 Dividends paid (note 13) - - - - - (250 623) (250 623) - (250 623) Transactions with owners - 133 - - - (242 289) (242 156) - (242 156) Balance at 31 December 2024 34 306 (1 571) 993 294 (2 804) (8 529) 481 624 1 496 320 124 610 1 620 929 Part 4 – 4.2 Financial statements Elmera Group Annual report 2024 93 NOK in thousands Note 2024 Restated 2023 Operating activities Proﬁt/(loss) before tax 434 986 237 577 Adjustments for: Depreciation 14, 15 161 684 172 280 Depreciation right-of-use assets 24 18 630 20 230 Amortisation of cost to obtain contracts 4 197 573 194 008 Impairment of intangible assets and cost to obtain contracts 15, 18 (10 381) (14 548) Interest income 6 (34 613) (32 069) Interest expense lease liability 24 3 706 1 621 Interest expense 6 156 770 148 268 Gain/loss from the disposal of investments in associates and joint ventures 27 (138 553) - Income/loss from investments in associates and joint ventures 27 1 279 (750) Change in long-term receivables 6 - 21 686 Share based payment expense 26 2 502 2 828 Change in post-employment liabilities 17 (14 084) (11 165) Payments to obtain a contract 4 (142 488) (140 991) Changes in working capital (non-cash effect): Impairment loss recognised in trade receivables 6 14 815 (10 245) Provision for onerous contracts 18 (92 914) (1 048 166) Change in fair value of derivative ﬁnancial instruments 6, 7 112 050 1 120 697 Changes in working capital: Inventories (16 166) 90 Trade receivables 6, 21 1 638 483 3 596 368 Purchase of el-certiﬁcates, GoOs and Climate Quotas 15 (114 584) (93 300) Non-cash effect from cancelling el-certiﬁcates, GoOs and Climate Quotas 15 117 219 90 209 Other current assets 20 (41 521) 54 472 Trade and other payables 6, 21 (1 885 636) (2 696 826) Other current liabilities 19 (147 733) (403 565) Cash generated from operations 221 023 1 208 709 Interest paid (176 009) (172 046) Interest received 34 613 32 069 Income tax paid 12 (82 237) (50 336) Net cash from operating activities (2 610) 1 018 397 Condensed consolidated statement of cash ﬂows Part 4 – 4.2 Financial statements Elmera Group Annual report 2024 94 NOK in thousands Note 2024 Restated 2023 Investing activities Purchase of property, plant and equipment 14 (3 596) (627) Purchase of intangible assets 15 (64 823) (52 124) Net cash inﬂow from sale of shares in associates 27 160 000 - Net cash outﬂow on investments in associates 27 (24 908) (6 500) Net (outﬂow)/proceeds from other non-current assets 6 (26 703) (3 716) Net (outﬂow)/proceeds from other long-term liabilities (11 637) (2 010) Net cash from investing activities 28 333 (64 977) Financing activities Proceeds from overdraft facilities 6 117 381 (534 112) Proceeds from revolving credit facility 6 - 150 000 Repayment of revolving credit facility 6 (275 000) (150 000) Dividends paid 13 (250 623) (162 951) Sale of treasury shares 16 8 199 747 Proceeds from long term interest-bearing debt 6 850 000 - Instalments of interest-bearing debt 6 (68 100) (93 700) Repayment of long term interest-bearing debt 6 (585 625) - Transactions with non-controlling interests 25 - 116 917 Payment of lease liability 24 (17 489) (20 606) Net cash from ﬁnancing activities (221 258) (693 705) Net change in cash and cash equivalents (195 535) 259 715 Cash and cash equivalents at 1 January 338 746 70 548 Effects of exchange rate changes on cash and cash equivalents 763 8 483 Cash and cash equivalents at 31 December 143 974 338 746 Consolidated statement of cash ﬂows Part 4 – 4.2 Financial statements Elmera Group 4.3 Notes Elmera Group Part 4 – 4.3 Notes Elmera Group Note 1 Accounting policies 96 Note 2 Signiﬁcant accounting judgements, estimates and assumptions 107 Note 3 Segment information 109 Note 4 Revenue recognition 112 Note 5 Direct cost of sales 116 Note 6 Financial assets and ﬁnancial liabilities 116 Note 7 Fair value measurement of ﬁnancial instruments 123 Note 8 Financial risk management objectives 126 Note 9 Hedge accounting 131 Note 10 Personnel expenses 135 Note 11 Other operating expenses and other ﬁnancial items 136 Note 12 Income tax 137 Note 13 Earnings per share 140 Note 14 Property, plant and equipment 141 Note 15 Intangible assets 142 Note 16 Share capital 146 Note 17 Pension liabilities 148 Note 18 Onerous contract provisions 155 Note 19 Other current liabilities 157 Note 20 Other current assets 157 Note 21 Related party transactions 158 Note 22 Remuneration to the Executive management and Board of Directors 159 Note 23 Collateral and restricted assets 164 Note 24 IFRS 16 Leases 165 Note 25 Subsidiaries and subsidiaries with non-controlling interests 167 Note 26 Option Program 169 Note 27 Investments in associates and joint ventures 171 Note 28 Events after the reporting period 171 Directors responsibilty statement 172 Alternative performance measures 173 Annual report 2024 95 Annual report 2024 96 Note 1 Accounting policies General information These consolidated financial statements for Elmera Group ASA for the year ended 31 December 2024, was approved by the Board of Directors on 4 April 2025. Elmera Group ASA and its subsidiaries (together ‘the Group’, “Elmera” or “the Elmera Group”) is a supplier of electrical power in Norway, Sweden and Finland. The company is listed on Oslo Stock Exchange. The Group’s core business is the purchase, sale and portfo- lio management of electrical power to house- holds, private and public companies, and municipalities. The Group is also a provider of mobile phone services to private customers in Norway. Elmera Group ASA is incorporated and dom- iciled in Norway. The entity name was changed from Fjordkraft Holding ASA to Elmera Group ASA in 2022. The address of its registered ofﬁce is Folke Bernadottes Vei 38, 5147 Bergen, Norway. This note discloses material accounting policy information for the accounting policies adopted in the presentation of these consoli- dated ﬁnancial statements to the extent they have not been disclosed in the other notes below. These policies have been consistently applied to all the years presented, unless oth- erwise stated. Basis of preparation Compliance with IFRS These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applica- ble to companies reporting under IFRS. The consolidated ﬁnancial statements also com- ply with IFRS as issued by the International Accounting Standards Board (IASB). New and amended standards adopted by the Group The accounting policies adopted are consist- ent with those of the previous ﬁnancial year, except for the amendments to IFRS which have been implemented by the Group dur- ing the current ﬁnancial year. Below we have listed the amendments in IFRS which have been applicable for the Group’s 2024 ﬁnancial statements: • Amendments to IAS 1 – Classification of Liabilities as Current or Non-current Liabilities with Covenants These amendments have not had a material impact on the Group’s consolidated ﬁnancial statements in the current reporting period. New standards and interpretations not yet adopted The Group has not early adopted any account- ing standard, interpretation or amendment that has been issued but is not yet effective. The Group will adopt new amendments and interpretations, if relevant, when they become effective. Below is a list of new amendments and new standards not yet effective: • Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates • Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosure - Amendments to the Classiﬁcation and Measurement of Financial Instruments • IFRS 18 — Presentation and Disclosure in Financial Statements replaces IAS 1 Basis of consolidation These consolidated financial statements include the accounts of Elmera Group ASA and its subsidiaries (note 25). Going concern The Group’s consolidated ﬁnancial statements are prepared on a going concern basis. When assessing this assumption, management has assessed all available information about the future. This comprises information about net cash ﬂows from existing customer contracts and other service contracts, debt service and obligations. After making such assessments, management has a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future. Basis of measurement The consolidated ﬁnancial statements have been prepared under the historical cost con- vention, except for ﬁnancial assets recog- nised at fair value through proﬁt or loss, fair value through other comprehensive income, derivative ﬁnancial instruments, and deﬁned Part 4 – 4.3 Notes Elmera Group Annual report 2024 97 beneﬁt pension plans, which are measured at fair value. The preparation of consolidated ﬁnancial statements in conformity with IFRS requires the use of certain critical account- ing estimates. It also requires management to exercise its judgement in the process of apply- ing the Group’s accounting policies. The areas involving higher degree of judgement or com- plexity, or areas where the assumptions and estimates are signiﬁcant to the consolidated ﬁnancial statements are disclosed in note 2. Principles of consolidation Subsidiaries and subsidiaries with non-controlling interests Subsidiaries are all entities (including struc- tured entities) over which the Group has con- trol. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transac- tion provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where nec- essary to ensure consistency with the policies adopted by the Group. The Group presents non-controlling inter- ests in its consolidated statement of ﬁnancial position within equity, separately from the equity of the owners of the parent company. Non-controlling interests are measured and recognised by the Group at fair value on the acquisition date. At each reporting period, the Group attributes the proﬁt or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests. Joint ventures and associates The Group’s investments in joint ventures and associates are accounted for by using the equity method of accounting. Under this method, the investment is initially recognised at cost. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and not tested for impairment individually. The income state- ment reﬂects the Group’s share of the net result after tax of the associate or joint ven- ture. Any depreciation or amortisation of the Group’s excess values are included in the net result from the joint ventures. Any change in other comprehensive income of the associate or joint venture is presented separately in the Group’s other comprehensive income. The ﬁnancial statements of the associate or joint venture are prepared for the same reporting period as the Group. When nec- essary, adjustments are made to bring the accounting principles in line with those of the Group. The Group determines whether it is neces- sary to recognise an impairment loss on its investments in joint ventures or associates. At each reporting date, the Group determines whether there is objective evidence that the investments are impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount and the carrying amount of the investment. Any impairment loss is recognised as ‘share of proﬁt or loss from joint venture and associates’. The recov- erable amount is the higher of value in use and fair value less cost to sell. The entire car- rying amount of the investments are tested for impairment as one single asset. Changes in ownership interests When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or signiﬁcant inﬂuence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in proﬁt or loss. This fair value becomes the initial carry- ing amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or ﬁnancial asset. Business combinations and goodwill In order to consider an acquisition as a busi- ness combination, the acquired asset or groups of assets must constitute a business (an integrated set of operations and assets conducted and managed for the purpose of providing a return to the investors). The com- bination consists of inputs and processes applied to these inputs that have the ability to create output. Acquired businesses are included in the ﬁnancial statements from the acquisition date. The acquisition date is deﬁned as the date on which the company obtains control of the acquiree, which is generally the date on which the acquirer legally transfers the con- sideration, acquires the assets and assumes the liabilities of the acquiree. For convenience, the group may designate the acquisition date to the date at the end or the beginning of the month, rather than the actual acquisition date, unless events between this “convenience date” and the actual acquisition date result in material changes in amounts recognised. Comparative ﬁgures are not adjusted for acquired, sold or liquidated businesses. For accounting purposes, the acquisition method is used in connection with the purchase of businesses. Acquisition cost equals the fair value of the assets used as consideration, including contingent consideration, equity instruments issued and liabilities assumed in connection with the transfer of control. Acquisition cost is measured against the fair value of the acquired assets and liabilities. Identiﬁable intangible assets are included in connection with acquisitions if they can be separated from other assets or meet the legal contrac- tual criteria. If the acquisition cost at the time of the acquisition exceeds the fair value of the acquired net assets (when the acquiring entity achieves control of the transferring entity), goodwill arises. Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 98 If the fair value of the net identiﬁable assets acquired exceeds the acquisition cost on the acquisition date, the excess amount is recog- nised in proﬁt or loss immediately. Goodwill is not depreciated, but is tested at least annually for impairment. In connec- tion with this, goodwill is allocated to the cash-generating units (CGUs) or groups of CGUs that are expected to beneﬁt from syn- ergy effects of the acquisition. The allocation of goodwill may vary depending on the basis for its initial recognition. The estimation of fair value and goodwill may be adjusted up to 12 months after the takeover date if new information has emerged about facts and circumstances that existed at the time of the takeover and which, had they been known, would have affected the calcu- lation of the amounts that were included from that date. Acquisition-related costs, except costs to issue debt or equity securities, are expensed as incurred. Foreign currency translation Functional and presentation currency Items included in the ﬁnancial statements of each of the Group’s entities are presented in the currency of the primary economic envi- ronment in which the entity operates (‘the functional currency’). The consolidated ﬁnan- cial statements are presented in Norwegian kroner (NOK), which is Elmera Group ASA’s functional and presentation currency. The functional currency in all Norwegian subsidi- aries in the Group is NOK. The functional cur- rency in the subsidiary Switch Nordic Green is Swedish Kroner (SEK) for its operations in Sweden, and Euro for its branch operating in Finland. Transactions and balances Transactions in currencies other than the enti- ty’s functional currency (foreign currency) are translated into the functional currency using the exchange rates at the dates of the trans- actions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recog- nised in proﬁt or loss. Foreign exchange gains and losses that relate to borrowings are pre- sented in the statement of proﬁt or loss, within ﬁnance costs. All other foreign exchange gains and losses are presented in the statement of proﬁt or loss on a net basis within other ﬁnan- cial items. Non-monetary items that are measured at fair value in a foreign currency are con- verted to NOK using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not subsequently revaluated. Group companies The results and ﬁnancial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each statement of ﬁnancial position presented are translated at the closing rate at the date of that state- ment of ﬁnancial position, • income and expenses for each statement of proﬁt or loss and statement of compre- hensive income are translated at average exchange rates (unless this is not a reasona- ble approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transac- tions), and • all resulting exchange differences are rec- ognised in other comprehensive income and accumulated in a foreign currency translation reserve. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the for- eign operation and translated at the closing rate. Revenue recognition The Group recognises revenue when a cus- tomer obtains control of promised goods or services in an amount that reﬂects the con- sideration the Group expects to receive in exchange for those goods or services. The Group applies the following ﬁve step method outlined in IFRS15 Revenue from Contracts with Customers, to all revenue streams: 1. identify the contract(s) with a customer; 2. identify the performance obligations in the contract; 3. determine the transaction price; 4. allocate the transaction price to the per- formance obligations in the contract; and 5. recognise revenue when (or as) the Group satisﬁes a performance obligation. The Group only applies the ﬁve-step model to contracts when it is probable that the Group will collect the consideration it is entitled to in exchange for the goods or services it trans- fers to the customer. At contract inception, once the contract is determined to be within the scope of IFRS 15, the Group assesses the goods or services promised within each contract and determines those that are per- formance obligations, and assesses whether each promised good or service is distinct. The Group then recognises as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisﬁed. For a complete discussion of accounting for revenue, see Note 4 - Revenue Recognition. A proportion of the ﬁnal settlement of the Group’s sale of electrical power is made after the Group has ﬁnalised its annual ﬁnancial statements. Revenues related to sale of elec- tricity are estimated based on the volumes Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 99 that have been physically delivered during the period. The physically delivered volume is apportioned in accordance with consump- tion forecasts for each customer group and price plan. The model is rooted in historical information however there is a degree of esti- mation uncertainty attached to the volume apportioned to the various price segments that requires judgment by management when assessing. Income tax Income tax The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable proﬁt for the year. Taxable proﬁt differs from net proﬁt as reported in the income state- ment because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the ﬁnancial statements and the corresponding tax bases used in the computation of taxable proﬁt, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable tem- porary differences and deferred tax assets are recognised to the extent that it is probable that taxable proﬁts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable proﬁt nor the accounting proﬁt. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufﬁcient taxable proﬁts against which to utilise the beneﬁts of the temporary differ- ences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufﬁcient taxable proﬁts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is real- ised based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. The measurement of deferred tax liabilities and assets reﬂects the tax consequences that would follow from the manner in which the Group expects, at the end of the report- ing period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current tax and deferred tax for the year Current and deferred tax are recognised in proﬁt or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Cash and cash equivalents The cash ﬂow statement is prepared using the indirect method. For the purpose of pres- entation in the statement of cash ﬂows, cash and cash equivalents includes cash on hand, deposits held at call with ﬁnancial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insigniﬁ- cant risk of changes in value. Trade receivables, loans and other receivables Trade receivables, loans and other receivables are recognised initially at fair value and sub- sequently measured at amortised cost using the effective interest method, less provision for impairment. See note 6 and 8 for further information about the Group’s accounting for trade receivables, loans, other receivables and credit risk. Financial assets 1. Classiﬁcation The Group classiﬁes its ﬁnancial assets in the following measurement categories: • those to be measured subsequently at fair value (either through other comprehensive income, or through proﬁt or loss), and • those to be measured at amortised cost. The classiﬁcation depends on the entity’s busi- ness model for managing the ﬁnancial assets and the contractual terms of the cash ﬂows. For assets measured at fair value, gains and losses will either be recorded in proﬁt or loss or other comprehensive income. For invest- ments in debt instruments, this will depend on Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 100 the business model in which the investment is held. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevoca- ble election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. Financial assets with embedded derivatives are considered in their entirety when deter- mining whether their cash ﬂows are solely payment of principal and interest. See note 6 and 8 for details about each type of ﬁnancial asset. The Group reclassiﬁes debt investments when and only when its business model for managing those assets change. 2. Measurement At initial recognition, the Group measures a ﬁnancial asset at its fair value plus, in the case of a ﬁnancial asset not at fair value through proﬁt or loss, transaction costs that are directly attributable to the acquisition of the ﬁnancial asset. Transaction costs of ﬁnancial assets carried at fair value through proﬁt or loss are recognised in proﬁt or loss. Debt instruments Subsequent measurement of debt instru- ments depends on the Group’s business model for managing the asset and the cash ﬂow characteristics of the asset. There are three measurement categories in IFRS 9. The Group only applies the following measure- ment category for debt instruments: • Amortised cost: Assets that are held for collection of contractual cash ﬂows where those cash ﬂows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost is recognised in proﬁt or loss when the asset is derecognised or impaired. Interest income from these ﬁnan- cial assets is included in ﬁnance income using the effective interest rate method. 3. Impairment The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments at amortised cost. The impairment methodology applied depends on whether there has been a signiﬁcant increase in credit risk. Note 6 and 8 details how the Group determines whether there has been a signiﬁcant increase in credit risk. For trade receivables, the Group applies the simpliﬁed approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. 4. Derecognition The Group derecognises a ﬁnancial asset when the contractual rights to the cash ﬂows from the asset expire, or when it transfers the ﬁnancial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group retains substantially all the risks and rewards of the ownership of a transferred ﬁnancial asset, the Group contin- ues to recognise the ﬁnancial asset and also recognises a collateralised borrowing for the proceeds received. At derecognition the difference between the asset’s carrying amount (including any cumulative gain or loss that previously has been recognised in other comprehensive income and accumulated in equity) and the sum of the consideration received is recog- nised in proﬁt or loss. Energy contracts and hedging activities Energy contracts that are entered into and continue to be held for the purpose of the receipt or delivery of the power in accord- ance with the Group’s expected purchase or sale are accounted for as “own use” contracts. These contracts do not qualify for recogni- tion in the statement of ﬁnancial position in accordance with IFRS 9 but are accounted for as revenue from contracts with customers in accordance with IFRS 15 or as cost of sales. Energy contracts that are electricity deriv- atives and qualify for recognition in the state- ment of ﬁnancial position in accordance with IFRS 9, are measured at fair value through proﬁt and loss (unless they are designated as hedging instruments - see below). This includes the following types of energy con- tracts: • Physical power sales contracts which are considered as readily convertible to cash and are not entered into for own use. • Financial contracts to purchase and sell energy-related products classified as derivatives. • Embedded derivatives are separated and treated as derivatives when the risks and characteristics of the derivative are not closely related to the host contract, and the host contract is not measured at fair value. Electricity derivatives All of the Group’s ﬁnancial electricity deriva- tives are either ﬁnancial customer contracts, or purchased for the purpose of hedging physical or financial customer contracts. Hence electricity derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criterias, they are classiﬁed as ‘held for trading’ for accounting purposes and are accounted for at fair value through proﬁt or loss. Derivatives are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recog- nised immediately in proﬁt or loss and are included in • Revenue - when the derivative instrument is a ﬁnancial customer contract, or • Direct cost of sales - when the derivative instrument is purchased for the purpose of hedging physical or ﬁnancial customer contracts. See note 6, 7, 8 and 9 for details about each type of derivatives. Derivatives are initially recognised at fair value on the date a derivative contract is Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 101 entered into and are subsequently re-meas- ured to their fair value at the end of each reporting period. The accounting for sub- sequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The group designates certain derivatives as hedges of a particular risk associated with the cash ﬂows of recog- nised assets and liabilities and highly probable forecast power purchase transactions (cash ﬂow hedges). Cash ﬂow hedges that qualify for hedge accounting The Group uses forward contracts to hedge forecast power purchase transactions. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash ﬂow hedges is recognised in the cash ﬂow hedge reserve within equity. The gain or loss relating to the ineffective portion is rec- ognised immediately in proﬁt or loss, within Direct cost of sales. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments, to ensure that an economic rela- tionship exists between the hedged item and hedging instrument. The gains or losses relating to the effective portion of the change in fair value of the entire forward contract are recognised in the cash ﬂow hedge reserve within equity. Amounts accumulated in equity are reclassiﬁed in the periods when the hedged item affects proﬁt or loss. When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge account- ing, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity until the forecast trans- action occurs. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassiﬁed to proﬁt or loss. The fair values of derivative ﬁnancial instru- ments designated in hedge relationships, and movements in the hedging reserve in share- holders’ equity are shown in note 9. Fair value hedges that qualify for hedge accounting The Group designates certain derivatives as fair value hedges of power price risk associ- ated with certain ﬁrm commitments. The ﬁrm commitments which are the hedged items are ﬁxed price power purchase contracts, where the price is ﬁxed for the delivery of a ﬁxed vol- ume in a ﬁxed delivery period in a designated price area. The hedging instruments are ﬁxed price power sales contracts classiﬁed as ﬁnan- cial electricity derivatives. The objective of the economic hedging arrangements is to hedge the exposure to changes in the fair value of the ﬁxed price purchase contracts. The hedge ratio is 1:1 as the critical terms of the hedged items and the hedging instruments are iden- tical. The fair value hedges are expected to be highly effective. In a fair value hedge the value change in unrealised gains or losses of the hedging instrument will meet the corresponding change in value of the hedged item and it is presented on the same line item in the statement of proﬁt or loss. Ineffectiveness is recognised in proﬁt or loss. Accumulated unrealised gains or losses on the hedged items are recognised as ﬁrm commitments in the line item Derivative ﬁnancial instruments and ﬁrm commitments in the statement of ﬁnancial position. El-certiﬁcate foward contracts The sale of electricity to end users in Norway and Sweden gives rise to an el-certiﬁcate can- cellation liability. The Group enters into for- ward contracts to purchase el-certiﬁcates to be remitted to the government as settlement for the el-certiﬁcate cancellation liability. As a result, the Group’s contracts to purchase and sell electricity, and to purchase and remit el-certiﬁcates is delivered in quantities that will be used or sold in the Groups’ normal course of business. Hence, the contracts have been accounted for under the “own use” exemption, are considered executory contracts, and are recognised in the consolidated ﬁnancial state- ments when the underlying purchase or sale has occurred. Property, plant and equipment Property, plant and equipment is stated at his- torical cost less depreciation. Historical cost includes expenditure that is directly attribut- able to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic beneﬁts associated with the item will ﬂow to the Group and the cost of the item can be measured reliably. The car- rying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to proﬁt or loss during the report- ing period in which they are incurred. The depreciation methods and periods used by the Group are disclosed in note 14. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period with the effect of any changes in estimate accounted for on a prospective basis. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its esti- mated recoverable amount. Gains and losses on disposals are deter- mined by comparing proceeds with carrying amount. These are included in the consoli- dated statement of proﬁt or loss. Leases Right-of-use assets and lease liabilities arising from a lease are initially measured on a pres- ent value basis. Lease liabilities Lease liabilities include the net present value of the following lease payments: Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 102 • ﬁxed payments (including in-substance ﬁxed payments), less any lease incentives receivable • amounts expected to be payable by the group under residual value guarantees • the exercise price of a purchase option if the group is reasonably certain to exercise that option, and • payments of penalties for terminating the lease, if the lease term reﬂects the group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incre- mental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group: • where possible, uses recent third-party ﬁnancing received by the individual les- see as a starting point, adjusted to reﬂect changes in ﬁnancing conditions since third party ﬁnancing was received • uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third party ﬁnancing, and • makes adjustments speciﬁc to the lease, eg term, country, currency and security. The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right- of-use asset. Lease payments are allocated between principal and finance cost. The ﬁnance cost is charged to proﬁt or loss over the lease period in order to produce a con- stant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability • any lease payments made at or before the commencement date less any lease incen- tives received • any initial direct costs, and • restoration costs. Right-of-use assets are generally depreci- ated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. The group has chosen not to revalue the right-of-use buildings held by the group. Short-term leases and leases of low value assets Payments associated with short-term leases and all leases of low-value assets are recog- nised on a straight-line basis as an expense in proﬁt or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of ofﬁce furniture. Intangible assets 1) Intangible assets acquired separately 1. El-certificates and Guarantees of Origination (GoOs) Holdings of el-certiﬁcates and GoOs are rec- ognised as intangible assets in accordance with IAS 38 - Intangible Assets and measured using the cost model. The el-certiﬁcates have an inﬁnite life and are acquired to be used to settle the el-certiﬁcate cancellation liability by remitting the respective numbers of certiﬁ- cates to the government (refer to accounting policy ‘Provision of El-certiﬁcate cancellation liability’). 2. Software Costs associated with maintaining software programs are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identiﬁable and unique software products controlled by the Group are recognised as intangible assets if, and only if all of the fol- lowing conditions have been demonstrated: • it is technically feasible to complete the software so that it will be available for use • management intends to complete the soft- ware and use or sell it • there is an ability to use or sell the software • it can be demonstrated how the software will generate probable future economic beneﬁts • adequate technical, ﬁnancial and other resources to complete the development and to use or sell the software are avail- able, and • the expenditure attributable to the soft- ware during its development can be reli- ably measured. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. 3. Customer portfolios Customer portfolios are recognised at fair value in the consolidated statement of ﬁnan- cial position at the time of acquisition. The customer portfolios have a limited useful economic life and are recognised at cost less deductions for accumulated depreciation. Depreciation is calculated using a straight- line method where estimated useful life is based on the expected customer churn rate. Fixed price elements of customer contracts are recorded as separate assets. Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 103 Note 1 Accounting policies 4. Fixed price customer contracts When customer portfolios are acquired the ﬁxed price elements of the customer con- tracts in the customer portfolios acquired are recognised as separate assets. Unless the ﬁxed price element of customer contracts meets the deﬁnition of a derivative ﬁnancial instrument (and recognised accordingly), they are recognised as intangible assets at fair value at the time of acquisition. The ﬁxed price customer contracts have deﬁned con- tract periods and are recognised at cost less deductions for accumulated depreciation. Depreciations follow a pattern that reﬂects how the acquisition value of the contracts are distributed over the remaining contract periods. 5. Tradenames Tradenames acquired in a business com- bination are recognised at fair value at the acquisition date. Tradenames that due to contractual agreements have a ﬁnite useful life are subsequently carried at cost less accu- mulated amortisation and impairment losses. Tradenames that have an indeﬁnite useful life are not amortised but is tested for impair- ment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Tradenames are included in Other intangible assets in note 16. 6. Goodwill Goodwill is reported as an indefinite life intangible asset at cost less accumulated impairment losses. Cost of Goodwill acquired through business combinations is measured as residual amount after allocation of pur- chase price to identiﬁable assets at fair value. All intangible assets with indeﬁnite useful lives are tested for impairment at least once every year. Single assets can be tested more often in case there are indications of impairment. 2) Internally generated intangible assets 1. Software Internal development costs that are directly attributable to the design and testing of identiﬁable and unique software products controlled by the Group are recognised as intangible assets if, and only if all of the fol- lowing conditions have been demonstrated: • it is technically feasible to complete the software so that it will be available for use • management intends to complete the soft- ware and use or sell it • there is an ability to use or sell the software • it can be demonstrated how the software will generate probable future economic beneﬁts • adequate technical, ﬁnancial and other resources to complete the development and to use or sell the software are avail- able, and • the expenditure attributable to the soft- ware during its development can be reli- ably measured. Directly attributable costs that are capitalised as part of software includes directly related employee costs. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Research expenditures as well as devel- opment expenditures that do not meet the criterias above are recognised as expenses within other operating expenses in the consol- idated statement of proﬁt or loss, as incurred. Development costs previously recognised as expenses are not recognised as an asset in a subsequent period. Refer to note 15 for details about amortisa- tion methods and periods used by the Group for intangible assets. Impairment of tangible and intangible assets At each balance sheet date, the Group reviews whether there are indication that the carrying amount of the Group’s tangible and intangible assets have suffered an impairment loss. Tangible and intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impair- ment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use (the net present value of a cash ﬂow or other beneﬁts that the asset is expected to contribute to the generation of, through its use by the Group). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identiﬁable cash ﬂows which are largely independent of the cash inﬂows from other assets or groups of assets (cash-generating units). Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impair- ment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immedi- ately in proﬁt or loss. Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of ﬁnancial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current lia- bilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and sub- sequently measured at amortised cost using the effective interest method. Borrowings and credit facilities Borrowings are initially recognised at fair value, Part 4 – 4.3 Notes Elmera Group Annual report 2024 104 net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in proﬁt or loss over the period of the borrowings using the effective interest method. Borrowings are derecognised when the obligation speciﬁed in the contract is dis- charged, cancelled or expired. The difference between the carrying amount of a ﬁnancial lia- bility that has been extinguished or transferred to another party and the consideration paid, including any non cash assets transferred or liabilities assumed, is recognised in consol- idated statement of proﬁt or loss within the line Other ﬁnancial items, net. Borrowings are classiﬁed as current liabil- ities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Transactions costs incurred when estab- lishing bank overdraft facilities, revolving credit facilities, and guarantee facilities are capitalised and amortised on a straight line basis over the period from establishing the facilities to the termination date. These capi- talised transaction costs are included in Other non-current ﬁnancial assets in the Statement of ﬁnancial position. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that the Group will be required to settle that obli- gation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncer- tainties surrounding the obligation. Where a provision is measured using the cash ﬂows estimated to settle the present obligation, its carrying amount is the present value of those cash ﬂows (when the effect of the time value of money is material). When some or all of the economic beneﬁts required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Onerous contracts Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic beneﬁts expected to be received under it. Onerous contract provisions are presented as non-current in the statement of ﬁnancial position when the onerous con- tracts are not intended to be settled within 12 months of the reporting date. Provision for El-certiﬁcate cancellation liability The Group’s electricity retailer operations in Norway and Sweden are subject to the Norwegian-Swedish El-certiﬁcate scheme, which requires the group to purchase and cancel a ﬁxed annual quota of El-certiﬁcates for every MWh of power sold to end users in Norway and Sweden. The annual quotas are determined by the Norwegian and Swedish governments before the relevant year starts. All el-certiﬁcates nec- essary to meet the Group’s certiﬁcate obliga- tion are either purchased in the spot market, or by entering into forward contracts. Provisions for the el-certiﬁcate cancella- tion liabilities are estimated based on actual delivered volume required to be covered by el-certiﬁcates. The Group accounts for these provisions using the net liability approach. There is no specific guidance on such schemes under IFRS; however, the net lia- bility approach is one of the commonly used approaches adopted. Hence, the part of the cancellation liability that is covered by the Group’s holdings of el-certiﬁcates is measured at the cost of acquired el-certiﬁcates, the part covered by forward contracts is measured at contractual price of el-certiﬁcates, while any liability in excess of those amounts is recog- nised at fair value of the el-certiﬁcates that are required to be purchased (applicable when level of el-certiﬁcates acquired directly or through forward contracts are not sufﬁcient to offset estimated number of certiﬁcates to be handed over to the government). The cancellation liability is presented within other current liabilities and any el-certiﬁcates on hand at year end are presented as part of Intangible assets. The corresponding cost is recorded as part of Direct cost of sales as it is considered an incremental cost of power purchased. Employee beneﬁts Pension schemes and pension obligations The Group operates various post-employ- ment schemes, including both deﬁned beneﬁt and deﬁned contribution pension plans. Deﬁned beneﬁt pension plans Deﬁned beneﬁt schemes entitles employee members to deﬁned future beneﬁts. These beneﬁts are normally dependent on the num- ber of years of service, the salary level at retire- ment age and the portion of beneﬁts that are paid by the national insurance. The deﬁned beneﬁt pension obligations may be covered by plan assets invested through an insurance company (funded plan). The liability or asset recognised in the con- solidated statement of ﬁnancial position in respect of deﬁned beneﬁt pension plans is the present value of the deﬁned beneﬁt obli- gation at the end of the reporting period less the fair value of any plan assets. The deﬁned beneﬁt obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the deﬁned beneﬁt obligation is determined by discounting the Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 105 estimated future cash outﬂows using interest rates of high-quality corporate bonds that are denominated in the currency in which the beneﬁts will be paid, and that have terms approximating to the terms of the related obli- gation. The net interest cost is calculated by apply- ing the discount rate to the net balance of the deﬁned beneﬁt obligation and the fair value of plan assets. This cost is included in Pension expenses which is part of Personnel expenses in the statement of proﬁt or loss. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the consolidated state- ment of changes in equity and in the state- ment of ﬁnancial position. Changes in the present value of the deﬁned beneﬁt obligation resulting from plan amend- ments or curtailments are recognised imme- diately in proﬁt or loss as past service costs. Deﬁned contribution plans Deﬁned contribution plans are post-employ- ment beneﬁt plans under which an entity pays ﬁxed deﬁned contributions into a separate entity (a fund). The entity has no further payment obligations once the contributions have been paid. The contributions are recognised in Pension expenses which is part of Personnel expenses in the statement of proﬁt or loss when they are due. Share-based compensation Employee share options at Elmera Group rep- resents rights for employees to buy shares in the company at a future date at a predeter- mined exercise price. To exercise the option, the employee must remain an employee of the Company or an afﬁliated company at the end of the vesting period. The fair value of the employee services received in exchange for the allotment of options is recognised as an expense over the vesting period based on the fair value of the options. On each balance date, the Group revises its estimates of the number of options that are expected to be exercisable. Any adjustments will be recognised in the income statement and corresponding adjustment to equity over the remaining vesting period. The proceeds received net of any directly attrib- utable transaction costs are credited to share capital and share premium when the options are exercised. Treasury shares Own equity instruments which are reacquired (treasury shares) are deducted from equity. No gain or loss is recognised in the income state- ment on the purchase, sale, issue, or cancella- tion of the Company’s own equity instruments. Note 1 Accounting policies Dividends Provision is made for the amount of any divi- dend declared, appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. Earnings per share 1. Basic earnings per share: Basic earnings per share is calculated by dividing: • the proﬁt attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares • by the weighted average number of ordinary shares in issue during the ﬁnan- cial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares (note 14) 2. Diluted earnings per share: Diluted earnings per share adjusts the ﬁgures used in the determination of basic earnings per share to take into account: • the after income tax effect of interest and other ﬁnancing costs associated with dilu- tive potential ordinary shares, and • the weighted average number of additional ordinary shares that would have been out- standing assuming the conversion of all dilutive potential ordinary shares. Government grants Companies within the Group may be entitled to claim refunds / grants for investments in qualifying assets or in relation to qualifying expenditure (e.g. the Research & Development tax incentive scheme “SkatteFUNN”). Government grants are not recognised until there is a reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in the consolidated statement of proﬁt and loss on a systematic basis over the periods in which the Group recognises the corresponding expenses for which the grants are intended to compensate. Speciﬁcally, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised by deducting the grant from the carrying amount of the asset. The grant is recognised in the Consolidated statement of proﬁt or loss over the life of the depreciable asset as a reduced depreciation expense. Government grants that are receivable as compensation for expenses or losses already incurred with no future related costs to be incurred by the Group are recognised in the Consolidated statement of proﬁt or loss in the period in which they become receivable. Rounding of amounts All amounts disclosed in the consolidated ﬁnancial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated. Comparable ﬁgures and reclassiﬁcations The consolidated statements of proﬁt or loss, Part 4 – 4.3 Notes Elmera Group Annual report 2024 106 comprehensive income, ﬁnancial position, equity, cash ﬂow and notes provide compa- rable information in respect of the previous period. The following changes have been made in comparative ﬁgures at 31 December 2023: Prior period adjustment of power purchase Through an error in the back-ofﬁce imple- mentation of a power purchase agreement between Statkraft Energi AS (Statkraft) and the Group’s subsidiary Switch Nordic Green AB (SNG), Statkraft consistently failed to invoice a bilateral trade volume relating to a customer of SNG in Finland in the period from 2019 to 2024. The invoices from Statkraft are used to reconciliate cost of goods sold, and conse- quently, the cost of goods sold in the period 2019 to 2024 has been understated. A signif- icant proportion of the amount relates to the period 2019 to 2022 and consequently the Equity balance and Trade and other payables as of 1 January 2023 have been restated with NOKt 34 836. Comparative ﬁgures in the state- ment of ﬁnancial position have been updated accordingly. The remaining balance of NOKt 13 004 has been recognised as Direct cost of sales in the statement of proﬁt and loss in 2024. Presentation of accrued power purchase from Statkraft Energi AS Part of the accrued power purchase from Statkraft Energi AS has in previous reporting been reported in Other current liabilities in the statement of ﬁnancial position. From the Q3 2024 quarterly report and going forward all accrued power purchases from Statkraft Energi AS has be reported as Trade payables. Comparative ﬁgures have been reclassiﬁed to align with current presentation, increas- ing Trade and other payables / decreasing Other current liabilities with NOKt 241 283 at 31 December 2023. Comparative ﬁgures in the statement of cash ﬂow and note 19 have been updated accordingly. Note 1 Accounting policies Part 4 – 4.3 Notes Elmera Group Annual report 2024 107 Note 2 Signiﬁcant accounting judgements, estimates and assumptions The preparation of financial statements requires the use of accounting estimates which, by deﬁnition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group’s accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to esti- mates and assumptions turning out to be wrong. Estimates and judgements are con- tinually evaluated. They are based on histor- ical experience and other factors, including expectations of future events that may have a ﬁnancial impact on the entity and that are believed to be reasonable under the circum- stances. The areas involving signiﬁcant estimates or judgements are: 1) Onerous contract provisions At each reporting date, management assesses if there are contracts in which the unavoidable costs of meeting the Group’s obligations under the contract exceed the economic beneﬁts expected to be received in accordance with IAS 37. The Group has certain portfolios of ﬁxed price power contracts with end user custom- ers, mainly in the Nordic segment, in which the volume is not ﬁxed. These customer contracts do not qualify to be recognised as ﬁnancial instruments. The price risk in these ﬁxed price customer contracts are hedged with ﬁnan- cial electricity derivatives which however are recognised as ﬁnancial instruments. When hedging the price risk from these ﬁxed price contracts, the electricity volume expected to be delivered on the ﬁxed price contracts is estimated. To manage the volume risk in customer contracts without ﬁxed volume the volume estimates are periodically updated, and the portfolios of hedging derivatives are rebalanced accordingly. The remaining risk exposure is taken into account when pricing these customer contracts. Please see note 8 for more information regarding the Group’s different product types and related market risks. Fixed price customer contracts are assessed as onerous contracts if the estimated unavoid- able costs of purchasing the estimated power volumes to be delivered on these contracts exceed the ﬁxed price to be received from the customers. The hedged forward power prices in the corresponding portfolios of derivative hedge contracts are however not taken into consideration when estimating the unavoida- ble costs as hedge accounting is not applied. Please see note 18 for details of the movement in provisions for onerous contracts. 2) Impairment of goodwill and intangible assets Goodwill and intangible assets with indeﬁnite useful lives are tested for impairment at least once every year. Single assets can be tested more often in case there are indications of impairment. The recoverable amounts of the cash-generating units are determined based on value in use calculations. The cash-gen- erating units equal the reportable segments. Value in use is calculated using the discounted cash-ﬂow model and based on a ﬁve-year forecast made by Group management. Management has projected cash ﬂows based on ﬁnancial forecasts and strategy plans. The preparation of the forecast requires a number of key assumptions such as growth in net revenue and operating expenditure. The cash ﬂow for the ﬁfth year is used as the base for the sixth year and onwards in perpetuity. The discount rates used are, amongst other things, based on risk-free 10-year govern- ment bond rate, observed market risk pre- mium, industry-speciﬁc risk premium and the Group’s cost of debt. For the calculation of the in-perpetuity value, Gordon’s growth model is Part 4 – 4.3 Notes Elmera Group used. According to Gordon’s model, the termi- nal value of a growing cash ﬂow is calculated as the starting cash ﬂow divided by cost of capital less the growth rate. Please see note 15 for more details regarding impairment testing of goodwill at year end. 3) Recognition of deferred tax asset for tax losses carried forward Deferred tax assets include an amount which relates to carried-forward tax losses of the subsidiary Switch Nordic Green AB. The sub- sidiary has incurred substantial accumulated tax losses in its operations in both Sweden and Finland in periods prior to when the Group acquired this entity in November 2020. The Group has concluded that a portion of the deferred assets will be recoverable using the estimated future taxable income based on the approved business plans and budgets for the subsidiary. The majority of tax losses carried forward are losses in Sweden which can be carried forward indeﬁnitely and have no expiry date. The tax losses in Finland expires after ten years. Please see note 12 for more details regarding deferred tax asset recognised in the Statement of ﬁnancial position. 4) Deﬁned beneﬁt occupational pension scheme The Group has a deﬁned beneﬁt pension scheme for employees born before 1963, and a deﬁned contribution pension scheme for employees born from 1963. The cost of the deﬁned beneﬁt pension Annual report 2024 108 scheme and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complex- ities involved in the valuation and its long-term nature, a deﬁned beneﬁt obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at the report- ing date. Please see note 17 for details of the assumptions used in the actuarial valuation of deﬁned beneﬁt pension obligations, and a sensitivity analysis for signiﬁcant ﬁnancial assumptions. 5) Gross vs. net presentation When evaluating the classiﬁcation and pres- entation of revenue transactions with custom- ers, management make judgement to what extent the Group in fact controls the speciﬁc goods and services before it is transferred to the customers. In making the judgement, management applies indicators set out in IFRS 15, of which key indicators are: • is the Group primarily responsible for ful- ﬁlling the promise to provide the speciﬁed goods or services, • does the Group have inventory risks before or after transferring goods or services to the customer, • does the Group have discretion in estab- lishing prices for the speciﬁc goods or services. Following the detailed evaluation of these cri- teria, management is satisﬁed that the clas- siﬁcation and presentation of revenue from sale of our various products and services are appropriate. 6) Determining the amortisation rate of cost to obtain contracts with customers In determining which sales commissions represents incremental costs to obtain a contract, management evaluates the various type of sale commissions. A determining fac- tor is to what extent the costs have led to a new contract being signed by the customer. Management also make judgment in deter- Note 2 Signiﬁcant accounting judge- ments, estimates and assumptions Part 4 – 4.3 Notes Elmera Group mining the amortisation rate that provides the best match for the economic beneﬁts the Group derives from these new contracts. A detailed analysis has been carried out to iden- tify how long the various customers remain with the signed contract before cancelling the contract. Following the detailed review and evaluation of the historical behavior of these customers, management is satisﬁed that the amortisation method used provides the best allocation of these costs. Annual report 2024 109 Note 3 Segment information Disaggregation of revenue from contracts with customers Operating segments are reported in a manner consistent with the internal ﬁnancial report- ing provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identiﬁed as the Board of Directors. The Board of Directors exam- ines the Group’s performance from a type of services perspective. Segment performance is evaluated based on proﬁt or loss and is measured consistently with proﬁt or loss in the consolidated ﬁnancial statements. The Group’s reportable segments under IFRS 8 - “Operating Segments” are therefore as follows: • Consumer segment - Sale of electrical power and related services to private con- sumers in Norway • Business segment - Sale of electrical power and related services to business consum- ers in Norway • Nordic segment - Sale of electrical power and related services to consumers in Finland and Sweden. Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment per- formance is focused on the category of cus- tomer for each type of activity. No operating segments have been aggregated in arriving at the reportable segments of the Group. The principal categories of customers are direct sales to private consumers, business consum- ers and alliance partners. The segment proﬁt measure is adjusted operating proﬁt which is deﬁned as operat- ing proﬁt earned by each segment without the allocation of: acquisition related costs and other one-off items, estimate deviations from previous periods, unallocated revised net rev- enue, unrealised gains and losses on deriva- tives, impairment of intangible assets and cost to obtain contracts, depreciation of acquisi- tions, and change in provisions for onerous contracts. This is the measure reported to the chief operating decision maker for the pur- poses of resource allocation and assessment of segment performance. The accounting pol- icies of the reportable segments are the same as the Group’s accounting policies. All of the Group’s revenue is from external parties and is from activities currently carried out in Norway, Sweden and Finland. There are no customers representing more than 10% of revenue. The tables below is an analysis of the Group’s revenue and proﬁt by reportable segment. New growth initiatives comprise of other busi- ness activities (sale of EV chargers, PV panels, mobile services, power sale and related ser- vices to Alliance partners and payment solu- tions and strategic expenditures) which are not considered separate operating segments. Part 4 – 4.3 Notes Elmera Group Annual report 2024 110 2024 NOK in thousands Consumer Business Nordic Total reportable segments New growth initiatives Total Revenue adjusted 5 462 173 4 837 978 1 363 536 11 663 688 340 566 12 004 254 Direct cost of sales adjusted (4 618 743) (4 280 536) (1 135 982) (10 035 262) (176 283) (10 211 545) Net revenue adjusted 843 430 557 442 227 554 1 628 426 164 283 1 792 709 Personnel and other operating expenses adjusted (434 149) (255 021) (146 727) (835 897) (124 046) (959 943) Depreciation and amortisation adjusted (149 771) (30 207) (74 892) (254 870) (8 883) (263 753) Total operating expenses adjusted (583 920) (285 228) (221 619) (1 090 767) (132 929) (1 223 696) Operating proﬁt adjusted 259 510 272 214 5 935 537 659 31 354 569 013 Other one- off items (13 278) Unallocated revised net revenue (12 615) Depreciation of acquisitions * (114 134) Estimate deviations 16 136 Unrealised gains and losses on derivatives (112 232) Change in provisions for onerous contracts 92 914 Impairment of intangible assets and cost to obtain contracts 10 381 Operating proﬁt (EBIT) 436 181 Note 3 Segment information Depreciation of acquisitions consists of depreciations of customer portfolios acquired seperately and recognised as intangible assets, and depreciations of customer portfolios and other intangible assets recognised as part of a business combination. NOK in thousands 2024 TrønderEnergi Marked acquisition (3 374) Oppdal Everk Kraftomsetning acquisition (965) Vesterålskraft Strøm acquisition (907) Innlandskraft acquisition (59 604) Troms Kraft Strøm acquisition (36 299) Other customer acquisitions (12 985) Depreciation of acquisitions (114 134) Part 4 – 4.3 Notes Elmera Group ** Refer to note 4 for a reconciliation of revenue from segments to reported revenue in the Consolidated statement of proﬁt or loss. *** Other one-off items consist of additional costs related to the migration of subsidiaries to the Group’s IT platform and insourcing of the power trading function. Annual report 2024 111 2023 NOK in thousands Consumer Business Nordic Total reportable segments New growth initiatives Total Revenue adjusted 7 409 534 7 706 514 1 873 940 16 989 988 332 907 17 322 895 Direct cost of sales adjusted (6 588 585) (7 157 803) (1 667 498) (15 413 886) (176 011) (15 589 897) Net revenue adjusted 820 949 548 711 206 442 1 576 102 156 896 1 732 998 Personnel and other operating expenses adjusted (468 820) (251 824) (114 829) (835 473) (120 915) (956 388) Depreciation and amortisation adjusted (172 370) (28 575) (56 546) (257 491) (5 948) (263 439) Total operating expenses adjusted (641 190) (280 399) (171 375) (1 092 964) (126 863) (1 219 827) Operating proﬁt adjusted 179 759 268 312 35 067 483 138 30 033 513 171 Other one- off items (6 434) Depreciation of acquisitions * (123 080) Estimate deviations (1 924) Unrealised gains and losses on derivatives (1 085 244) Change in provisions for onerous contracts 1 048 166 Impairment of intangible assets and cost to obtain contracts 14 548 Operating proﬁt (EBIT) 359 202 Note 3 Segment information NOK in thousands 2023 TrønderEnergi Marked acquisition (4 927) Oppdal Everk Kraftomsetning acquisition (1 275) Vesterålskraft Strøm acquisition (1 093) Innlandskraft acquisition (66 907) Troms Kraft Strøm acquisition (35 620) Other customer acquisitions (13 258) Depreciation of acquisitions (123 080) Depreciation of acquisitions consists of depreciations of customer portfolios acquired seperately and recognised as intangible assets, and depreciations of cus- tomer portfolios and other intangible assets recognised as part of a business combination. Part 4 – 4.3 Notes Elmera Group ** Refer to note 4 for a reconciliation of revenue from segments to reported revenue in the Consolidated statement of proﬁt or loss. Annual report 2024 112 Note 4 Revenue recognition The following table summarises revenue from contracts with customers: Revenue from segments Over time: NOK in thousands 2024 2023 Revenue - Consumer segment 5 436 686 7 340 946 Revenue - Business segment 4 785 337 7 650 047 Revenue - Nordic 1 357 623 1 873 940 Revenue - New growth initiatives 331 980 311 425 Total 11 911 627 17 176 358 At a point in time: Revenue - Consumer segment 25 487 68 588 Revenue - Business segment 52 642 56 467 Revenue - Nordic 5 913 - Revenue - New growth initiatives 8 586 21 482 Total 92 627 146 537 Total revenue from segments 12 004 254 17 322 895 Other revenue Over time: NOK in thousands Estimate deviations 3 715 8 965 Unrealised gains and losses on derivative customer contracts 221 525 1 554 634 Total other revenue recognised over time 225 240 1 563 599 At a point in time: Other revenue - Nordic Segment - 34 104 Total other revenue recognised at a point in time - 34 104 Total other revenue 225 240 1 597 703 Total revenue 12 229 493 18 920 598 Part 4 – 4.3 Notes Elmera Group * Other revenue - Nordic Segment is related to customers in the Nordic segment that have breached their agreement with Nordic Green Energy, where Nordic Green Energy is entitled to a termination fee. Annual report 2024 113 Sale of electricity The Group supplies electricity to both private and corporate end-user customers pursuant to agreed upon rates. Services are billed on a rate/kWh for the total volume consumed per month. Pursuant to the terms of the agree- ment, the Group has the right to invoice the customer in an amount that directly corre- sponds with the value to the customer of the Group’s performance to date, accordingly the Company recognises revenue based on the amount billable to the customer. Electricity Procurement Services The Group has contracts with ‘alliance partner’ customers to jointly procure electricity from Statkraft AS in Norway. Services are billed on a rate per kWh of electricity procured on behalf of the alliance partner. The rate stipu- lated in the contract with alliance partners is based on the market price for electricity in the Norway electricity wholesale market plus a ﬁxed markup. The Group is the agent in this transaction as it does not have control over the electricity being procured on behalf of the ‘alli- ance‘ customers and accordingly recognises revenue, over time, equal to the amount of the markup billed to the alliance partners. In addition, the Group provides certain additional services, namely procurement of el-certiﬁcates, electricity purchase contracts and derivative forward contracts and options contracts on behalf of the alliance partner, all related to the electricity management strategy of the alliance partners. Services related to procurement of electricity and related instru- ments are billed on a rate per kWh of volume of electricity under contract. The rate stipu- lated in the contract with alliance partners is based on the market price for electricity and respective instruments in the Norway elec- tricity wholesale market plus a ﬁxed markup. Similar to procurement above, the Group is the agent in these transactions as it does not have control over the electricity being purchased and instruments being purchased on behalf of the ‘alliance ‘customers. Accordingly the Group recognises revenue, over time as these services are delivered, equal to the amount of the markup billed to the alliance partners. The Group also provides invoicing, revenue reporting, collection and closely related ser- vices for some of the alliance partners. The fees depend on the type of service and can be ﬁxed monthly, ﬁxed annually and / or ﬁxed fees per transactions. With respect to these deliv- eries the Group is not an agent and revenue is recognised, over time or at a point in time corresponding to the Group’s performance obligations for respective services. Subscription – mobile phone services The Group offers mobile phone subscriptions to private consumers, and charges a ﬁxed price per month for use of text messaging, call and data services. The customers pay a monthly ﬁxed amount on each subscription and any unused data can be rolled over to the next month. The data that is rolled over can not exceed the total data amount indicated in the customers subscriptions. The customer is invoiced monthly in advance for the ﬁxed amount, while any consumption not included in the ﬁxed monthly price is invoiced in arrears. Data usage is accounted for as a separate per- formance obligation and ﬁxed monthly fee is allocated to data services based on estimated expected cost plus margin. Customers that have a contract for delivery of electricity with the Group, are also provided with a discount on their mobile phone sub- scription. In accordance with IFRS 15.82, the monthly discount is allocated exclusively to mobile phone services on a stand-alone sell- ing price basis, as the same discount is also offered to other customers on a regular basis. Revenue from messaging and call services are recognised in the month they are billed, reﬂecting the consumer’s consummation of the services as the customer receives a ﬁxed amount to use each month and cannot transfer unused amounts to the next period. Revenue from data is recognised over time reﬂecting the actual use of data by the cus- tomer. To the extent the customer do not use all of the data in a given period, the Group rec- ognises a liability, unearned revenue, which is released to revenue as and when the cus- tomer consummate this data. Other Services Other services revenue consist primarily of revenues from: • Insurance sales; • Subscription revenue - tools; and • Other miscellaneous products and ser- vices. As it relates to insurance sales, the most sig- niﬁcant judgment is determining whether the Group is the principal or agent for insurance sales made by the Group. The reported reve- nues from these transactions are made on a net basis because the performance obliga- tion is to facilitate a transaction between the third party insurance company and end users, for which the Group earns a commission for connecting the customer with the insurance company and a markup for the invoicing and collection on behalf to the insurance com- pany. Consequently, the portion of the gross amount billed to end users for premium that is remitted to the insurance company is not reﬂected as revenues. Note 4 Revenue recognition Part 4 – 4.3 Notes Elmera Group Annual report 2024 114 Part 4 – 4.3 Notes Elmera Group The Group charges a ﬁxed fee for access to tools and these contracts are typically on a month-to-month basis (with no speciﬁed minimum term). Accordingly the Group recog- nises revenue for the monthly amount billable to the customer. Contracts with Multiple Performance Obligations The Group periodically enters into contracts, or multiple contracts at or near the same time, with its customers in which a customer may purchase a combination of Electricity services and other services, such as procure- ment solutions or professional services. These contracts include multiple promises that the Group evaluates to determine if the promises are separate performance obligations. Once the Group determines the performance obli- gations, the Group determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Group then allocates the transaction price to each per- formance obligation in the contract based on a relative stand-alone selling price method or using the variable consideration allocation exception if the required criteria are met. The corresponding revenues are recognised as the related performance obligations are sat- isﬁed as discussed in the revenue categories above. The following table summarises assets recognised from the cost to obtain a contract: NOK in thousands 2024 2023 Balance as at 1 January 265 350 295 980 Additions 142 488 140 991 Amortisation during the year (197 573) (194 008) Impairment 10 381 14 548 Currency translation differences 1 886 7 840 Balance as at 31 December 222 531 265 350 See note 18 for more details regarding impairment of cost to obtain contracts. Contract Balances The Group receives payments from its cus- tomers based on billing schedules established in each contract. Up-front payments and fees are recorded as deferred revenue upon receipt or when due, and may require defer- ral of revenue recognition to a future period until the Group performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Group’s right to consideration is unconditional (when the customer obtains control of promised goods or services). Cost to obtain Contracts The Group capitalises commission expenses paid to external sales personnel that are incre- mental to obtaining customer contracts. The judgments made in determining the amount of costs incurred include whether the com- missions are in fact incremental and would not have occurred absent the customer contract. Costs to obtain a contract are amortised over the expected period of beneﬁt that has been determined to be approximately 36 months, presented as part of Depreciation and amor- tisation. These costs are periodically reviewed for impairment. Note 4 Revenue recognition The Group does not assess whether a contract has a signiﬁcant ﬁnancing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or ser- vices to the customer will be one year or less. Annual report 2024 115 The following tables present changes in the Group’s contract assets and liabilities during the year ended 31 December, 2023 and 2024: Contract assets NOK in thousands 2024 2023 Balance as at 1 January 2 629 723 5 829 272 Revenue recognised from performance obligations satisﬁed in previous periods 3 715 8 965 New contract assets during the period less transfer to receivables (1 106 753) (3 230 575) Currency and other effects 3 329 22 061 Balance as at 31 December 1 530 015 2 629 723 Contract liabilities NOK in thousands 2024 2023 Balance as at 1 January 27 354 31 978 Revenue recognised that was included in opening balance (27 354) (31 978) New contract liabilities less transfer to revenue 54 101 27 354 Balance as at 31 December 54 101 27 354 Transaction Price Allocated to Future Performance Obligations IFRS 15 requires that the Group disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisﬁed as 31 December 2024 and 31 December 2023. The guidance provides certain practical expedients that limit this requirement. Majority of the Groups con- tracts meet either of the following practical expedients provided by IFRS 15 and accord- ingly the Group has applied this practical expedient. 1. The performance obligation is part of a contract that has an original expected duration of one year or less. 2. The entity recognises revenue from its sat- isfaction of the performance obligations in the amount billable to the customer in accordance with paragraph B16 of IFRS 15. Concentrations of Credit Risk The Group does not have any customers that comprised more than 10% of the Group’s rev- enue for year ended 31 December 2024 and 31 December 2023. As of 31 December 2024 and 31 December 2023 the Group does not have signiﬁcant customers that comprises more than 10% of accounts receivable. Note 4 Revenue recognition Part 4 – 4.3 Notes Elmera Group Annual report 2024 116 Part 4 – 4.3 Notes Elmera Group Note 5 Direct cost of sales NOK in thousands 2024 2023 Purchase of electrical power and el certiﬁcates 10 036 382 15 420 220 Other direct cost of sales 175 540 180 595 Change in provisions for onerous contracts (92 914) (1 048 166) Unrealised gains and losses on derivative hedge contracts 333 574 2 639 877 Total direct cost of sales 10 452 582 17 192 526 Note 6 Financial assets and ﬁnancial liabilities The Group holds the following ﬁnancial instruments: Financial assets NOK in thousands Notes 2024 2023 Financial assets at amortised cost Trade receivables * 6(a) 808 601 1 360 019 Other non-current ﬁnancial assets 6(a) 57 018 133 665 Cash and cash equivalents 6(d) 143 974 338 746 Derivative ﬁnancial instruments and ﬁrm commitments Derivative ﬁnancial instruments at fair value through proﬁt or loss 7,8 1 081 473 1 281 063 Firm commitments 7,8 78 216 263 657 Total ﬁnancial assets 2 169 283 3 377 150 * Excludes contract assets. Financial liabilities NOK in thousands Notes 2024 2023 Liabilities at amortised cost Trade and other payables 6(b) 1 629 699 3 246 231 Overdraft facilities 6(c) 117 381 - Interest-bearing short term debt 6(c) 85 000 368 700 Interest-bearing long term debt 6(c) 739 687 537 617 Lease liability- long term 24 63 993 40 945 Lease liability- short term 24 20 647 19 391 Derivative ﬁnancial instruments and ﬁrm commitments Derivative ﬁnancial instruments at fair value through OCI 7,8,9 3 594 (2 735) Derivative ﬁnancial instruments at fair value through proﬁt or loss 7,8 978 569 1 366 362 Firm commitments 7,8 221 408 108 648 Total ﬁnancial liabilities 3 859 978 5 685 159 Annual report 2024 117 Part 4 – 4.3 Notes Elmera Group Note 6 Financial assets and ﬁnancial liabilities Financial Statement Impact: The Group’s ﬁnancial instruments resulted in the following income, expenses and gains and losses recognised in the statement of proﬁt or loss: NOK in thousands Notes 2024 2023 Interest from assets held at amortised cost 34 613 32 069 Interest expense from liabilites at amortised cost (156 770) (148 268) Net impairment expense recognised on trade receivables 6(a) 42 222 34 613 Unrealised gains and losses on derivative ﬁnancial instruments ** 4,5 (112 050) (1 085 244) Total net foreign exchange gains(losses) recognised in other ﬁnancial items 11(b) 2 185 2 185 Total ﬁnancial income and expense (189 799) (1 164 645) * Impairment expense on trade receivables is recognised as “Other operating expenses” in the Consolidated statement of proﬁt or loss. ** Unrealised gains and losses on derivative ﬁnancial instruments are recognised in a) Revenue - when the derivative instrument is a ﬁnancial customer contract (see note 4), or b) Direct cost of sales - when the derivative instrument is purchased for the purpose of hedging physical or ﬁnancial customer contracts (see note 5). Offsetting ﬁnancial assets and ﬁnancial liabilities: Financial assets and liabilities are offset and the net amount is reported in the statement of ﬁnancial position where Elmera currently has a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. When offsetting ﬁnan- cial assets and liabilities, the unit of account applied is the individual identiﬁable cash ﬂows of the ﬁnancial instruments. The unit of account for offsetting Electricity derivatives is thus monthly settlements of such derivatives. The following table presents the recognised ﬁnancial instruments that are offset. 2024 Financial assets NOK in thousands Gross amount Gross amount set off Net amount Derivative ﬁnancial instruments and ﬁrm commitments Electricity derivatives 1 164 225 (82 752) 1 081 473 Firm commitments 5 425 72 792 78 216 Total derivative ﬁnancial assets and ﬁrm commitments 1 169 650 (9 960) 1 159 689 Financial liabilities NOK in thousands Gross amount Gross amount set off Net amount Derivative ﬁnancial instruments and ﬁrm commitments Electricity derivatives 1 064 915 (82 752) 982 163 Firm commitments 148 616 72 792 221 408 Total derivative ﬁnancial liabilities and ﬁrm commitments 1 213 531 (9 960) 1 203 571 Annual report 2024 118 6(a) Trade receivables and Other non-current ﬁnancial assets Trade receivables are amounts due from customers for goods sold or services per- formed in the ordinary course of business. If collection of the amounts is expected in one year or less they are classiﬁed as current assets. Trade receivables are generally due for settlement within 30 days. No interest is charged on outstanding trade receivables, unless it is past due date. The Group always measures the loss allow- ance for trade receivables at an amount equal to lifetime expected credit loss (ECL). For cus- tomers in the business segment, the expected credit losses on trade receivables are esti- mated using a provision matrix by grouping trade receivables based on reference to past default experience for the group of customers. For customers in the consumer segment, the expected credit losses on trade receivables are estimated by an individual assessment of each speciﬁc customer performed by the Group’s Debt Collection Service provider. The customer’s current ﬁnancial position, adjusted for factors that are speciﬁc to the customers’, general economic conditions of the industry in which the customers operate and an assess- ment of both the current as well as the fore- cast direction of conditions at the reporting date, are all factors that are taken into account when measuring ECL. There has been no changes in the estima- tion techniques or signiﬁcant assumptions made during the year. The Group writes off a trade receivable when there is information indicating that the debtor is in severe ﬁnancial difﬁculty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over one years past due, whichever occurs earlier. The trade receivables that have been written off are still subject to collection processes. Part 4 – 4.3 Notes Elmera Group The following table details the risk proﬁle of trade receivables based on the Group’s provision matrix. 2024 Loss allowance provision - Days past due NOK in thousands Current 31-60 days 61-90 days 91-120 days 121-180 days More than 180 days Total Gross nominal amount Trade receivables - Power sales - Consumer customers 771 204 173 108 434 7 157 8 846 141 171 Trade receivables - Power sales - Business customers 1 488 1 732 2 144 781 4 164 35 874 46 183 720 659 Trade receivables - Mobile sales - Consumer customers - - 33 25 37 464 559 2 006 Total Loss allowance provision 2 259 1 936 2 350 914 4 635 43 495 55 589 863 837 2023 Loss allowance provision - Days past due NOK in thousands Current 31-60 days 61-90 days 91-120 days 121-180 days More than 180 days Total Gross nominal amount Trade receivables - Power sales - Consumer customers 2 514 252 100 592 197 7 116 10 772 216 335 Trade receivables - Power sales - Business customers 1 128 123 1 220 6 891 1 113 18 482 28 957 1 181 583 Trade receivables - Mobile sales - Consumer customers - - 38 34 48 97 217 2 047 Total Loss allowance provision 3 642 374 1 359 7 517 1 358 25 695 39 947 1 399 965 Annual report 2024 119 The following table shows the movement in lifetime ECL that has been recognised for trade receivables in accordance with the simpliﬁed approach set out in IFRS: NOK in thousands 2024 2023 Opening balance, 1 January 39 947 49 408 Loss allowance recognised in proﬁt or loss for the period 14 815 (10 245) Currency translation difference 474 784 At 31 December 55 235 39 947 During the year, the following gains/(losses) were recognised in proﬁt or loss in other expenses in relation to impaired receivables: NOK in thousands 2024 2023 Receivables written off 41 888 53 174 Movement in provision for impairment 14 815 (10 245) Received payment on previously written off receiavbles (14 481) (8 316) Net impairment expense recognised on trade receivables 42 222 34 613 Other non-current ﬁnancial assets The other non-current ﬁnancial assets in the consolidated statement of ﬁnancial position comprise of the following: NOK in thousands 2024 2023 Loans to employees 5 423 10 837 Capitalised transaction costs 28 996 2 504 Other 22 599 120 324 Total 57 018 133 665 6(a) Trade receivables and Other non-current ﬁnancial assets * Loans to employees include next year’s installments. Instalments in 2025 amount to NOKt 634. ** Transaction costs related to establishing the RCF, the guarantee facility and the overdraft facility, see more details in note 6(c). Part 4 – 4.3 Notes Elmera Group Annual report 2024 120 Part 4 – 4.3 Notes Elmera Group 6(c) Credit facilities 6(b) Trade and other payables Current liabilities NOK in thousands 2024 2023 Trade and other payables 1 629 699 3 246 231 Trade and other payables are unsecured and are usually paid within 30 days of recognition. The Group’s main supplier is Statkraft Energi AS. Of the total Trade and other payables at 31 December 2024 the outstanding balance with Statkraft Energi AS was NOKt 1 241 798 (31 December 2023: NOKt 2 712 546). The payment terms of the Group’s power purchase agreement with Statkraft Energi AS are 45-days with agreed intention to pay before due date in order to reduce credit exposure and interest cost. In addition, the agreement in Norway includes a right for the Group to postpone payments for an additional 15 days if prices exceed an agreed upon price level. The power purchases under this agreement are invoiced monthly in arrear and are interest bearing. The agreement expires on 30 April 2025. From 1 May 2025 the Group will insource physical trading which will replace Statkraft Energi AS’s role as a trading partner. The Group will still conduct power pur- chase from Statkraft Energi AS through a new bilateral agreement in addition to Nordpool and other bilateral partners. Fair value of trade and other payables The carrying amount of trade and other payables are considered to be the same as their fair values due to their short-term nature. NOK in thousands Effective interest rate 2024 2023 Term loan NIBOR 3 months + 2,25 % 828 750 632 475 Revolving credit facility NIBOR 3 months + 2,25 % - 275 000 Total principal amounts 828 750 907 475 Credit facilities agreement Elmera Group ASA entered into a new credit facilities agreement on 23 September 2024. The credit facilities agreement is facilitated by DNB Bank ASA, acting as the agent for a syndicate comprising DNB Bank, Danske Bank, Swedbank and Sparebanken Vest. Upon completing the new credit facilities agreement, the Group fully repaid the Term Loan and the Revolving Credit Facility. The new facilities agreement includes the following facilities; - a NOKt 850 000 term loan facility - a NOKt 5 200 000 revolving credit facility - a NOKt 2 000 000 guarantee facility The Term Loan - NOKt 850 000 The Group drew NOKt 850 000 upon the Term Loan Facility at commencement date for the purpose of reﬁnancing existing debt. The termination date of the loan is in September 2027, with an option to extend the termination date by two periods of twelve months. The Term Loan is to be repaid in quarterly repayments of 2,5 % of the original amount of the Term Loan, with the remainder being repaid in full on the termination date. The reference interest rate is NIBOR. The loan instalments of NOKt 85 000 that are due within the next twelve months are reported as short term interest-bearing debt in the statement of ﬁnancial position. The Revolving Credit Facility - NOKt 5 200 000 The undrawn Revolving Credit Facility is available up until one month before the termination date. The termination date is in September 2027, with an option to extend the termination date by two periods of twelve months. Any repaid drawings on the facility are available for re-drawing. Part of the Revolving Credit Facility can be carved out as ancillary facility. The Group has carved out an overdraft facility of NOKt 1 500 000, see section below. As of 31 December 2024, the Group has not drawn upon the remaining Revolving Credit Facility. Annual report 2024 121 6(c) Credit facilities The Overdraft Facility - NOKt 1 500 000 The Group has carved out an Overdraft Facility from the Revolving Credit Facility, which is available one year from the agreement date in September 2024. The Overdraft Facility will be renewed for another year unless the Group requests otherwise. At 31 December 2024 a total of NOKt 117 381 is drawn upon the Overdraft Facility. The Guarantee Facility - NOKt 2 000 000 The purpose of the Guarantee Facility is the issuance of guarantees and letters of credit for the general corporate and working capital purpose of the Group, here- under gurantees related to re-invoicing agreements with grid owners, property rental agreements etc. The termination date of the Guarantee Facility is in Septem- ber 2027, with an option to extend the termination date by two periods of twelve months. At 31 December 2024 guarantees of total NOKt 1 960 276 are issued under the Guarantee Facility. Security The Group’s trade receivables have been pledged as security for all credit facilities under the new facilities agreement. Transactions costs Transactions costs related to the establishment of the new Term Loan Facility amount to a total of NOKt 4 053 and are recognised as part of amortised cost of the Term loan. Transaction costs related to the establishment of the Revolving Credit Facility and the Guarantee Facility amount to a total of NOKt 30 244 and are amor- tised on a straight line basis. The amortisation period runs from the date of the new credit facilities agreement until the termination date. Financial covenants Under the new Credit Facility Agreement, the following covenants apply: - The Drawn RCF Debt Percentage 1 does not exceed 80 per cent at any time; - Leverage 2 at all times is less than 2.00:1; and - Liquidity 3 at all times shall be at least NOK 500,000,000. The Group is in compliance with the covenants at the end of this reporting period. 1) Drawn RCF Debt Percentage is deﬁned as the Drawn RCF Debt as a percentage of the Adjusted Accounts Receivables at that time. Adjusted Accounts Receivables is deﬁned as Accounts Receivables and Accrued Receivables of the Group relating to electricity sales, deducted for loss provisions according to the Group’s procedures. VAT is added in the part of Accounts Receivables that have been delivered but not invoiced. 2) Leverage is deﬁned as the ratio of Total Long-Term Interest- Bearing Debt to Adjusted EBITDA. Adjusted EBITDA is deﬁned as reported EBITDA less any interest cost under the Revolving Facility and the Statkraft Agreement accrued during the Relevant Period. 3) Liquidity is deﬁned as the aggregate of any undrawn and available Revolving Facility Commitments and any Cash and Cash Equivalents. Part 4 – 4.3 Notes Elmera Group Annual report 2024 122 6(d) Cash and cash equivalents Current assets NOK in thousands 2024 2023 Cash at bank and in hand 143 974 338 746 Total 143 974 338 746 The above ﬁgures equals the amount of cash shown in the statement of cash ﬂows at the end of the ﬁnancial year. Classiﬁcation as cash equivalents Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest. Restricted cash Please refer to note 23 for information about restricted cash. Part 4 – 4.3 Notes Elmera Group 6(c) Credit facilities Liabilities from ﬁnancing activities NOK in thousands Interest-bearing long term debt Interest-bearing short term debt Lease liability Overdraft facilities Total Balance at 1 January 2023 629 169 368 700 69 761 534 112 1 601 741 Cash ﬂows (93 700) - (20 606) (534 112) (648 418) New leases - - 11 077 - 11 077 Foreign exchange adjustments - - 105 - 105 Other changes 2 149 - - - 2 149 Balance at 31 December 2023 537 617 368 700 60 336 - 966 653 Balance at 1 January 2024 537 617 368 700 60 336 - 966 653 Cash ﬂows 196 275 (275 000) (17 489) 117 381 21 167 New leases - - 41 867 - 41 867 Foreign exchange adjustments - - (74) - (74) Other changes 5 795 (8 700) - - (2 905) Balance at 31 December 2024 739 687 85 000 84 640 117 381 1 026 707 * Includes instalments on term loans due within 12 months (NOKt 85 000) Annual report 2024 123 Note 7 Fair value measurement of ﬁnancial instruments This note explains the judgements and estimates made in determining the fair values of the ﬁnancial instruments that are recognised and measured at fair value in the ﬁnancial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classiﬁed its ﬁnancial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table. Recurring fair value measurements At 31 December 2024 NOK in thousands Level 1 Level 2 Level 3 Total Financial assets Derivative ﬁnancial instruments - 1 082 016 77 673 1 159 689 Total ﬁnancial assets at fair value - 1 082 016 77 673 1 159 689 Financial liabilities Derivative ﬁnancial instruments - 1 125 730 77 841 1 203 571 Total ﬁnancial liabilities at fair value - 1 125 730 77 841 1 203 571 Recurring fair value measurements At 31 December 2023 NOK in thousands Level 1 Level 2 Level 3 Total Financial assets Derivative ﬁnancial instruments - 1 433 738 110 982 1 544 720 Total ﬁnancial assets at fair value - 1 433 738 110 982 1 544 720 Financial liabilities Derivative ﬁnancial instruments - 1 358 890 113 384 1 472 275 Total ﬁnancial liabilities at fair value - 1 358 890 113 384 1 472 275 Part 4 – 4.3 Notes Elmera Group Annual report 2024 124 There were no transfers between level 1 and 2 for recurring fair value measurements during the period. The Group’s policy is to recognise transfers into and transfers out of fair value hier- archy levels at the end of the reporting period. Level 1: The fair value of ﬁnancial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for ﬁnancial assets held by the Group is the current bid price. These instru- ments are included in level 1. Level 2: The fair value of ﬁnancial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and relies as little as possible on entity-speciﬁc estimates. If all signiﬁcant inputs required to fair value of an instrument are observable, the instrument is included in level 2. Level 3: If one or more of the signiﬁcant inputs to a fair value valuation are not based on observ- able market data, the instrument is included in level 3. Valuation techniques used to determine fair values Speciﬁc valuation techniques used to value derivative ﬁnancial instruments, in majority electricity derivatives, include present value of future cash ﬂows based on forward power prices from Nasdaq Commodities at the bal- ance sheet date. In the case of material long- term contracts, the cash ﬂows are discounted at a discount rate calculated by using interest rates on Government bonds with matching maturities, added a risk premium of 0,2 per- centage points. Valuation method is used for bilateral forward contracts and option contracts associated with purchase and sale of electricity. Key inputs to the valuation are expected power prices (Nordic system price and area prices in the power price areas in Norway, Sweden and Finland), contract prices and discount rates. Level 3 inputs consist of expected power prices for delivery periods without an observable mar- ket price: • Nordic system price for delivery periods beyond the next 10 calendar years, • Area prices for price areas in Norway for delivery periods beyond the next 3 calen- dar years, • Area prices for price areas in Sweden and Finland for delivery periods beyond the next 4 calendar years. The Group does not hold electricity derivatives with maturities beyond the next 10 calendar years at 31 December 2024, hence all level 3 derivatives are long term area price contracts. Note 7 Fair value measurement of ﬁnancial instruments Part 4 – 4.3 Notes Elmera Group Annual report 2024 125 Assets and liabilities measured at fair value based on level 3 At 31 December 2024 NOK in thousands Assets Liabilities Total, net Opening balance 1 January 2024 110 982 113 384 (2 402) Transferred to level 2 (29 339) (31 741) 2 402 Additions or derecognitions - - - Unrealised changes in value recognised in proﬁt or loss (3 970) (3 803) (167) Closing balance 31 December 2024 77 673 77 841 (167) Net realised gain (+) / loss (-) recognised in proﬁt and loss 2024 - Sensitivity analysis of factors classiﬁed to level 3 NOK in thousands 10 % reduction 10 % increase Net effect from power prices (73) 73 Fair value of other ﬁnancial instruments The Group also has ﬁnancial instruments which are not measured at fair value in the statement of ﬁnancial position. For the majority of these instruments, the fair values are not materially different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature. A signiﬁcant difference between fair value and carrying amout at 31 December 2024 has not been identiﬁed. Part 4 – 4.3 Notes Elmera Group Note 7 Fair value measurement of ﬁnancial instruments Annual report 2024 126 Note 8 Financial risk management objectives The Group classiﬁes the following categories of ﬁnancial risks: • Climate risk • Market risk • Credit risk • Liquidity risk Climate risk In preparing Elmera Group’s annual ﬁnancial statements, a comprehensive evaluation of climate-related risks was conducted to accu- rately reﬂect the Group’s ﬁnancial position and outlook. This evaluation considered the poten- tial impacts of physical risks, such as extreme weather events and shifts in climate patterns, as well as transition risks associated with the global move towards a low-carbon economy. Physical risk involves costs associated with physical damage due to climate change. Elmera Group has very few assets that could be physically damaged as a consequence of climate change. The increased frequency of extreme weather conditions could result in signiﬁcant damage to grid owners’ infra- structure, which could affect Elmera Group’s reputation in the event of prolonged power outages. The Group’s exposure to physical risk is considered to be low. Transitional risk involves economic uncertainty related to the transition to a low-emission society, and is divided into four categories: Technology, Market, Policy and Reputation. As we are transitioning towards a low-emis- sion society, the mix of production sources will change, which again can affect commodity prices. This is further described under “market risk – commodity prices”. Elmera Group is operating in a renewable industry and the demand for electricity is expected to increase going forward. Increased penetration of solar panels among consum- ers can reduce the customers’ consumption of electricity through the electricity retailers, but also represents growth opportunities for the Group, as the Group is both a distribution channel of solar panels and facilitates solu- tions for i.a. insight and virtual storage of pro- duction. This area is an important focus area for the Group in the years to come. The various aspects of climate risk men- tioned above have been assessed for their potential inﬂuence on the recognition, meas- urement, depreciation proﬁles and impair- ment considerations of the Group’s assets and liabilities, and it was concluded that, as of the current reporting period, climate-related risks do not have material effects on the Group’s ﬁnancial statements. The Group’s ESG-report contains more information about climate risk and how these are managed. Market risk Market risk is the risk of losses arising from movements in market prices. The Group is pri- marily exposed to the market risks of changes in commodity prices, climate risk, interest rates, security prices and foreign currency exchange rates. Market risk – commodity prices The commodity price risks related to sales of electricity to end-users are primarily related to market prices for electricity, but also to mar- ket prices of el-certiﬁcates and guarantees of origination (GoOs). The market price for electricity (spot price) is the hourly price from the Nordic power exchange Nord Pool Spot. The group is sell- ing electricity in all 10 price areas in Norway, Sweden and Finland. The spot price is deter- mined by Nord Pool Spot within each of these price areas by the balance between demand and supply. Different factors have contributed to high price volatility for a sustained period. These include geopolitical conditions and the tran- sition to renewable energy production that bring more unregulated power into the sys- tem. The new normal is characterised by higher price volatility than before the energy Part 4 – 4.3 Notes Elmera Group crisis in 2022. Production will vary according to weather conditions such as wind and solar and will also affect the demand side through increased temperature. Climate change therefore affects key factors such as price and vol- ume. Climate changes drive regulation and increased reporting requirements, as well as the demand for products such as solar panels and guarantees of origin. The Group’s ESG- report contains more information about cli- mate risk and how these are managed. When selling electricity to end users the Group offers a large scale of different prod- uct types with different pricing structures. The product types vary from spot-priced prod- ucts to variable price and ﬁxed price contracts where the sales price is set for the duration of contract. The different product types expose the Group to different risks, including price risk, proﬁle risk, and volume risk. Proﬁle risk arises when using standardised electricity deriva- tives, where the contractual price is ﬁxed for all hours during the contractual period, to hedge power sales in the retail market where power prices vary from hour to hour throughout the day and week. The majority of end-user-sales in Norway are from spot-priced product types, where there is no price-, proﬁle- or volume risk. Variable price contracts offer the customers the predictability of a ﬁxed price without a ﬁxed volume. The price in the variable price products in the consumer segment can be changed with a 30 days’ notice period. In the business segment the notice period is seven Annual report 2024 127 Note 8 Financial risk management objectives days. In the Consumer segment, the Group is going through a soft phase-out of these con- tracts and year-end 2024 this contract type represents less than 5 % of the customers in the segment. A portion of end-user sales in the Nordic segment are at ﬁxed price contracts. The volume of ﬁxed price power contracts has decreased during the year due to a phase-out of the product and movement towards spot- based products for new customers. These legacy ﬁxed price contracts were contracts without ﬁxed volume, exposing the Group to both price-, proﬁle-, and volume risks. The Group ended new sales of this type of ﬁxed price contracts in the Nordic segment during the ﬁrst quarter of 2022 and is still in a phase- out period. Since then, new sales of ﬁxed price contracts are contracts where the customer carries the price-, proﬁle-, and volume risks. The Group offers large business customers and Alliance partners to enter into ﬁnancial power contracts, enabling them to utilise the market for ﬁnancial trading of electricity to hedge the price risks in (parts of) their electric- ity purchases and/or sales. Any ﬁnancial deriv- ative sold to a business customer is hedged back-to-back by purchasing a corresponding ﬁnancial derivative from a third party, thus any price or volume risk on these ﬁnancial cus- tomer contracts is eliminated. The Group’s ﬁnancial electricity trade is mainly conducted through agreed bilateral frameworks. When selling electricity to end users in Norway and Sweden, the Group is required to purchase el-certiﬁcates. Further, when selling electricity on products including guarantees Part 4 – 4.3 Notes Elmera Group of origination, the Group is required to pur- chase GoOs. To manage risk exposure towards ﬂuctuations in el-certiﬁcate and GoO market prices, the Group purchases el-certiﬁcates and GoOs, either in the spot market, or by purchasing forward contracts. The forward contracts are contracts with physical delivery, accounted for as own-use contracts, hence they are not recognised in the statement of ﬁnancial position. Market risk – interest rates The Group’s exposure to interest rate risk arises from variable rate credit facilities. The long term loans, the revolving credit facil- ity, the guarantee facility and the overdraft facility described in note 6(c), are all variable rate facilities. In addition, interest rate risk is related to short-term trade payables towards Statkraft related to purchase of electricity, and short-term receivables for customers who choose to extend their payment terms. Variable rate credit facilities, trade payables, and trade receivables expose the Group to cash ﬂow interest rate risks. The Group has set out parameters to actively monitor this risk going forward. Market risk – security prices The Group is indirectly exposed to security price risk through its deﬁned employee bene- ﬁt obligations where parts of the pension plan assets are invested in securities. This risk is managed through investment in diversiﬁed portfolios managed by external insurance companies. For further disclosure on fair value of plan assets and risk exposure related to employee beneﬁt obligations, please refer to note 17. Market risk – foreign exchange rates Following the acquisition of Switch Nordic Green AB, the Group increased its expo- sure to foreign exchange risk (primarily the Swedish Krone and the Euro). The acquisition was ﬁnanced by a term loan denominated in NOK, and cash in hand. The Group’s operations however still have limited exposure to foreign exchange cur- rency ﬂuctuations, as the vast majority of local revenues, operating expenses and ﬁnancial expenses are denominated in local currency. Through its agreement with Statkraft, the Group has the opportunity to conduct all of its physical and ﬁnancial purchase of electricity in local currency. Derivatives All ﬁnancial electricity derivatives are either ﬁnancial customer contracts, or purchased for the purpose of hedging physical or ﬁnan- cial customer contracts. Hence derivatives are only used for economic hedging pur- poses and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classiﬁed as ‘held for trading’ for accounting purposes and are accounted for at fair value through proﬁt or loss. Derivatives are presented as cur- rent assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. The Group’s accounting policy for hedges are set out in note 9. Annual report 2024 128 The group has the following derivative ﬁnancial instruments: NOK in thousands 2024 2023 Derivative ﬁnancial assets and ﬁrm commitments Designated as hedging instruments for accounting purposes Electricity derivatives - Customer contracts 228 357 118 924 Classiﬁed as held for trading for accounting purpose Electricity derivatives - Hedge contracts 159 244 444 722 Electricity derivatives - Customer contracts 693 872 717 417 Hedged item in fair value hedge Firm commitments 78 216 263 657 Total derivative ﬁnancial assets and ﬁrm commitments 1 159 689 1 544 720 Derivative ﬁnancial liabilities and ﬁrm commitments Designated as hedging instruments for accounting purposes Electricity derivatives - Hedge contracts 3 594 (2 735) Electricity derivatives - Customer contracts 85 166 273 933 Classiﬁed as held for trading for accounting purpose Electricity derivatives - Hedge contracts 451 050 401 027 Electricity derivatives - Customer contracts 442 353 691 402 Hedged item in fair value hedge Firm commitments 221 408 108 648 Total derivative ﬁnancial liabilities and ﬁrm commitments 1 203 571 1 472 275 Note 8 Financial risk management objectives Part 4 – 4.3 Notes Elmera Group Annual report 2024 129 Note 8 Financial risk management objectives Credit risk Credit risk refers to the risk that a counter- party will default on its contractual obligations resulting in ﬁnancial loss to the Group. As of 31 December 2024, the Group’s maximum exposure to credit risk without taking into account any collateral held or other credit enhancements, equals the carrying amount of the respective recognised ﬁnancial assets as stated in the consolidated statement of ﬁnancial position, see note 6. Trade receivables consist of a large number of receivables on end-user customers, mainly households and business customers spread across diverse industries in Norway, Sweden and Finland. The Group uses external credit scoring systems to assess the potential cus- tomer’s credit quality before accepting any new customer. The Group uses publicly avail- able ﬁnancial information and its own trading records to rate its business customers. Refer to note 6 for details of concentration of credit risk related to trade receivables. In addition to invoicing electricity sales and other services provided to customers, the Group provides re-invoicing to custom- ers in Norway related to grid rent on behalf of the grid owners (“gjennomfakturering”). This contributes to an increase in credit risk as the amount of trade receivables increases with the re-invoiced grid rent. However, the Norwegian power support scheme (“strøm- støtteordningen”) has to some extent reduced the amounts which are re-invoiced, and thus the related credit risk. The power support scheme has been revised by the Norwegian government and extended to include the year 2025. The Group is required to provide letters of credit to the grid owners, guaranteeing their settlement of re-invoiced grid rent. However, the grid owners are not required to reimburse the Group for any re-invoiced grid rent not settled by the customer. The credit risk on bank deposits is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. Derivative ﬁnancial contracts are traded either bilaterally with third party counterpar- ties (mainly Statkraft), or customers (mainly large business customers and Alliance part- ners). Credit risk associated with derivative ﬁnancial contracts with Statkraft (and other third parties) is considered to be limited as these counterparties are highly rated state- owned enterprises. The credit risk related to derivative ﬁnancial contracts with customers is managed by mainly offering ﬁnancial con- tracts to customers with a sufﬁcient credit rat- ing, or by requiring security from the customer in the form of a deposit or a letter of credit. If credit risk related to a derivative ﬁnancial contract with a customer is considered to be material, this is reﬂected in the calculation of the fair value of the ﬁnancial asset. Liquidity risk The Group manages liquidity risk by main- taining adequate cash reserves, bank over- draft facilities, guarantee facilities and reserve credit facilities, by continuously monitoring forecasts and actual cash ﬂows, and by match- ing the maturity proﬁles of ﬁnancial assets and liabilities. Electricity purchased under the Group’s electricity purchase agreement with Statkraft, which is the Group’s most signiﬁcant purchase agreement, are invoiced monthly in arrear, with 45 credit days. Details of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk are set out in note 6(c), Credit facilities. Part 4 – 4.3 Notes Elmera Group Annual report 2024 130 Part 4 – 4.3 Notes Elmera Group Note 8 Financial risk management objectives Liquidity risk tables The following tables detail the Group’s remaining contractual maturity for its non-derivative- and derivative ﬁnancial liabilities. The tables have been drawn based on the undiscounted cash ﬂows of ﬁnancial liabilities based on the earliest date on which the Group can be required to pay. All electricity derivatives are settled monthly in arrear. Contractual maturities of non-derivative ﬁnancial liabilities 31 December 2024 NOK in thousands Less than 1 month 1-3 months 3 months to 1 year 1-5 years 5+ years Total Carrying amount Trade and other payables 1 629 699 - - - - 1 629 699 1 629 699 Overdraft facilities - - 117 381 - - 117 381 117 381 Interest-bearing short term debt - 21 250 63 750 - - 85 000 85 000 Interest-bearing long term debt - - - 743 750 - 743 750 739 687 Leasing liabilities - 5 253 15 760 62 620 13 034 96 667 84 640 Total 1 629 699 26 503 196 891 806 370 13 034 2 672 497 2 656 407 * Ordinary trade and other payables are not interest bearing. However included in Trade and other payables are interest bearing trade payables related to the Group’s electricity purchase agreement with Statkraft, the Group’s main supplier of electrical power. This agreement allows for 45 credit days, of which the out- standing balance is interest-bearing from day 1. The Group also has the right to postpone the payments by an additional 15 days if prices exceed an agreed upon price level. The agreement expires on 30 April 2025. From 1 May 2025 the Group will insource physical trading which will replace Statkraft Energi AS’s role as a trading partner. The Group will still conduct power purchase from Statkraft Energi AS through a new bilateral agreement in addition to Nordpool and other bilateral partners. At 31 December 2024, the interest bearing balance with Statkraft was NOKt 1 241 798 (31 December 2023 was NOKt 2 712 546). ** Interest-bearing short term debt includes the amounts of the term loan that are due within the next 12 months. Contractual maturities of derivative ﬁnancial liabilities 31 December 2024 NOK in thousands Less than 1 month 1-3 months 3 months to 1 year 1-5 years 5+ years Total Carrying amount Electricity derivatives - Hedge contracts - 28 838 190 349 242 716 279 462 182 454 645 Electricity derivatives - Customer contracts - 64 814 165 238 306 691 12 297 549 040 527 519 Firm commitments - - 111 483 120 067 4 213 235 763 221 408 Total - 93 652 467 070 669 474 16 789 1 246 985 1 203 571 Annual report 2024 131 Note 9 Hedge accounting Cash ﬂow hedges of forecast power purchase transactions The Group designates certain derivatives as hedges of a particular risk associated with the cash ﬂows of highly probable forecast power purchase transactions (cash ﬂow hedges). Elmera Group sells retail electricity-con- tracts with different pricing structures. All electricity purchases are however made in the spot market. The majority of the custom- ers have contracts where the price is based on spot market prices. The Group also offers ﬁxed price contracts for a deﬁned period, and variable price contracts with or without price ceiling. In Norway, the price in the variable price products in the consumer segment can be changed with a 30 days notice period. In the business segment the notice period is seven days. The Group seeks to reduce price vari- ability for a percentage of the future power purchases in Norway. This supports the com- mercial goal to reduce the number of price changes for the variable price products, and at the same time acknowledge the risk that the Group might not be fully able to follow the price curve in a market with reduced prices. Due to increased volume of hedging activ- ities for future power purchases, the Group implemented hedge accounting in 2021. Hedge accounting only applies to contracts entered into in accordance with the Groups risk management policy. Elmera uses differ- ent derivatives to reduce variability in future power purchases, depending on availability in the market. The Group has prepared formal hedge documentation for area price forward contracts and for combinations of system price forward contracts and EPAD forward contracts, that are all part of the same risk management strategy. The Norwegian group entities purchase electricity in all ﬁve Norwegian price areas. For all price areas the hedged item is deﬁned as the ﬁrst units of electricity purchased every hour, not already designated as a hedged item in another hedge. Since only a limited portion of the total purchase volume is hedged, actual purchase volume will be signiﬁcantly higher than the hourly volume of the derivatives. Because of this there will not be any timing differences causing ineffectiveness. Fair value hedge The Group designates certain ﬁxed price power sales contracts as fair value hedges of power price risk associated with certain ﬁrm commitments. The ﬁxed price power sales contracts which are the hedging instruments are customer contracts which contain terms that the cus- tomer will be ﬁnancially settled for the differ- ence between the agreed price and the spot price in the event of under-consumption. The contracts also include a choice of net cash settlement. As the contracts fails the own- use criteria under IFRS 9 the contracts are presented at fair value in the balance sheet in accordance with IFRS 9. The firm commitments which are the hedged items are ﬁxed price power purchase contracts, where the price is ﬁxed for the deliv- ery of a ﬁxed volume in a ﬁxed delivery period in a designated price area. These contracts do not qualify for recognition in the statement of ﬁnancial position in accordance with IFRS 9 as they are entered into and continue to be held for the purpose of the receipt of power in accordance with the Group’s expected purchase and should be accounted for as “own use” contracts. They do however meet the deﬁnition of a ﬁrm commitment and can be designated as hedged items in a fair value hedge according to IFRS 9.6.3 The objective of the economic hedging arrangements is to hedge the exposure to changes in the fair value of the ﬁxed price purchase contracts. The hedge ratio is 1:1 as the critical terms of the hedged items and the hedging instru- ments are identical. Credit risk associated with these contracts is considered immaterial. The fair value hedges are expected to be highly effective and there was no signiﬁcant impact on the statement of proﬁt or loss resulting from hedge ineffectiveness during the year. In a fair value hedge the value change in unrealised gains or losses of the hedging instrument will meet the corresponding change in value of the hedged item and it is presented on the same line item in the statement of proﬁt or loss. Ineffectiveness is recognised in proﬁt or loss. Accumulated unrealised gains or losses on the hedged items are recognised as ﬁrm commitments in the line item Derivative ﬁnancial instruments and ﬁrm commitments in the statement of ﬁnancial position. Part 4 – 4.3 Notes Elmera Group Annual report 2024 132 Part 4 – 4.3 Notes Elmera Group Note 9 Hedge accounting The accounting implications of hedge accounting for the period are summarised in the tables below. Cash ﬂow hedges - Change in fair value of hedging instruments where hedge accounting is applied NOK in thousands 2024 2023 Cash ﬂow hedge of highly probable power purchase: Ineffective portion, recognised in P&L, total - 5 Effective portion, recognised in OCI, total (6 329) 73 424 Change in fair value - Cash ﬂow hedges (6 329) 73 429 Effective portion, recognised in OCI, net of tax (22 %) (4 937) 57 270 Ineffective portion of changes in fair value of designated hedging instruments are recognised to Direct cost of sales in the statement of proﬁt or loss. Effective portion of realised gains and losses on hedging instruments are reclassiﬁed from OCI and recognised to Direct cost of sales in the period they are realised. Cash ﬂow hedges - Fair value of hedging instruments where hedge accounting is applied Cash ﬂow hedge of highly probable power purchase in Norwegian price areas. Fair value of hedge instrument Effective portion of change in fair value, recog- nised in OCI Effective portion of change in fair value, recog- nised in OCI, net of tax Ineffectiveness recognised in P&L Hedged volume, subsequent quarter, in MWh Hedged volume beyond subsequent quarter, in MWh 31 December 2024 South Norway (NO1, NO2, NO5) (835) (835) (651) - 25 562 - Trondheim (NO3) (2 468) (2 468) (1 925) - 21 206 - Tromsø (NO4) (291) (291) (227) - 2 222 - 31 December 2024 - Total (3 594) (3 594) (2 804) - 48 991 - 31 December 2023 South Norway (NO1, NO2, NO5) 270 270 211 - 21 641 - Trondheim (NO3) 2 309 2 309 1 801 - 20 554 - Tromsø (NO4) 156 156 122 - 2 137 - 31 December 2023 - Total 2 735 2 735 2 133 - 44 332 - Annual report 2024 133 Note 9 Hedge accounting Part 4 – 4.3 Notes Elmera Group Cash ﬂow hedges - Hedging reserves The table below shows a reconciliation of the hedging reserve in other comprehensive income related to cash ﬂow hedges of forecast power purchase transactions. NOK in thousands 2024 2023 Opening balance 1 January 2 133 (55 137) Effective portion of unrealised change in fair value of hedging instruments (22 330) (68 642) Realised (gains) and losses reclassiﬁed to proﬁt or loss 16 001 142 064 Deferred tax 1 392 (16 153) Closing balance 31 December (2 804) 2 133 Annual report 2024 134 Note 9 Hedge accounting Part 4 – 4.3 Notes Elmera Group Fair value hedges - contractual maturities of hedged volumes in hedging instruments Hedged volumes in MWh 0 - 3 months 3 - 12 months 1 - 5 years 5 + years Total 31 December 2024 Fixed price sales contracts (Electricity derivatives) 159 898 536 385 1 166 036 3 865 1 866 184 31 December 2023 Fixed price sales contracts (Electricity derivatives) 141 613 484 567 1 591 371 149 010 2 366 561 Fair value hedges NOK in thousands Item in Statement of ﬁnancial position Nominal amounts, hedged volume in MWh Carrying amount at end of period Accumulated fair value ad- justment of the hedged items at end of period Changes in fair value used for calculating hedge ineffec- tiveness 2024 Hedged items: Fixed price purchase contracts (Firm commitments) Derivative ﬁnancial instruments and ﬁrm commitments (assets) 736 937 78 216 78 216 (185 441) Derivative ﬁnancial instruments and ﬁrm commitments (liabilities) 1 129 247 (221 408) (221 408) (112 760) Hedging instruments: Fixed price sales contracts (Electricity derivatives) Derivative ﬁnancial instruments and ﬁrm commitments (assets) 1 167 046 228 357 - 109 433 Derivative ﬁnancial instruments and ﬁrm commitments (liabilities) 699 137 (85 166) - 188 767 2023 Hedged items: Fixed price purchase contracts (Firm commitments) Derivative ﬁnancial instruments and ﬁrm commitments (assets) 1 407 953 263 657 263 657 263 657 Derivative ﬁnancial instruments and ﬁrm commitments (liabilities) 958 610 (108 648) (108 648) (108 648) Hedging instruments: Fixed price sales contracts (Electricity derivatives) Derivative ﬁnancial instruments and ﬁrm commitments (assets) 942 889 118 924 - 118 924 Derivative ﬁnancial instruments and ﬁrm commitments (liabilities) 1 423 674 (273 933) - (273 933) Annual report 2024 135 Note 10 Personnel expenses NOK in thousands 2024 2023 Salaries 362 292 348 669 Social security 59 636 55 354 Pension expenses 42 891 38 854 Other beneﬁts 16 875 13 950 Gross personnel expenses 481 695 456 828 - Capitalised R&D costs (14 834) (2 206) Total personnel expenses 466 861 454 622 Number of full-time equivalents (FTEs) as of 31 December 431 434 For information regarding pension schemes please refer to note 17. For information regarding management option program please refer to note 26. For information regarding remuneration to executive management and Board of Directors please refer to note 22. Part 4 – 4.3 Notes Elmera Group Annual report 2024 136 Note 11 Other operating expenses and other ﬁnancial items 11(a) Other operating expenses Other operating expenses NOK in thousands 2024 2023 Sales and marketing costs 86 293 90 132 IT cost 139 304 146 469 Purchase of third- party services and external personnel 59 934 82 877 Net impairment expense on trade receivables and other losses 42 318 32 007 Professional fees * 109 534 123 962 Other operating costs 68 980 66 830 Total other operating expenses 506 363 542 277 * Includes legal fees, auditor, consultants. Auditor’s remuneration NOK in thousands 2024 2023 Statutory audit - Deloitte 4 707 5 264 Other assurance services - Deloitte 583 396 Other non-assurance services - Deloitte 34 133 Total 5 324 5 79 4 11(b) Other ﬁnancial items, net NOK in thousands 2024 2023 Foreign exchange gain/(losses) (283) 7 686 Other ﬁnancial expenses (12 323) (12 241) Total other ﬁnancial items, net (12 605) (4 555) Part 4 – 4.3 Notes Elmera Group Annual report 2024 137 Note 12 Income tax Speciﬁcation of tax expense recognised in statement of proﬁt or loss NOK in thousands 2024 2023 Tax payable on proﬁt for the year 92 044 82 874 Adjustments to prior years tax payable - 17 Adjustments to prior years deferred tax expense (income) 13 - Change in deferred tax/(tax asset) from origination and reversal of temporary differences (14 451) (41 860) Tax expense recognised in statement of proﬁt or loss 77 607 41 030 Speciﬁcation of current income tax liabilities NOK in thousands 2024 2023 Tax payable on proﬁt for the year 92 044 82 874 Tax payable on changes to proﬁt for the previous year - ( 4) Government grants (SkatteFUNN) (495) - Adjustments prior years tax payable (132) 41 Current income tax liabilities recognised in balance sheet 91 417 82 910 Reconciliation of statutory tax rate to effective tax rate: NOK in thousands 2024 2023 Proﬁt before tax 434 986 237 577 Income tax at statutory tax rate (22%) 95 697 52 267 Tax expense recognised in statement of proﬁt or loss 77 607 41 030 Difference 18 090 11 236 Permanent differences (27 552) 216 Change in deferred tax/(tax asset) from change in valuation allowance for deferred tax assets 9 462 (11 508) Adjustments prior years tax payable - 55 Difference (18 090) (11 236) Part 4 – 4.3 Notes Elmera Group Annual report 2024 138 Note 12 Income tax Speciﬁcation of basis for deferred tax NOK in thousands 2024 Norway 2024 Sweden & Finland 2024 Total 2023 Total Fixed assets/intangible assets 153 273 114 327 267 600 360 340 Receivables (20 029) - (20 029) (26 291) Pension liabilities (3 283) - (3 283) (22 958) Cost to obtain contracts 99 999 - 99 999 132 963 Provisions for onerous contracts - (2 836) (2 836) (93 263) Other current liabilities (3 378) - (3 378) (2 544) Derivative ﬁnancial instruments (105) (34 394) (34 499) 72 100 Leasing liabilities (4 296) (77) (4 373) (3 215) Other 31 941 - 31 941 17 138 Losses carried forward (8 308) (2 224 397) (2 232 706) (2 103 597) Temporary differences 245 814 (2 147 376) (1 901 562) (1 669 328) Tax rate 22% 20,6% / 20% Deferred tax/(tax asset) 54 079 (441 958) (387 879) (339 762) Valuation allowance for deferred tax assets - 419 270 419 270 385 139 Deferred tax asset recognised in statement of ﬁnancial position - 38 500 38 500 37 466 Deferred tax recognised in statement of ﬁnancial position 54 079 15 812 69 891 82 843 Net position (54 079) 22 687 (31 392) (45 377) * Valuation allowance for deferred tax asset There are signiﬁcant tax losses carried forward in the entities in Sweden and Finland which were acquired as part of the Troms Kraft Strøm AS acquisition in 2020. A deferred tax asset related to the portion of these tax losses carried forward which are expected to be utilised by net taxable proﬁt in the acquired businesses in Swe- den (NOKt 24 902) and Finland (NOKt 13 598), was recognised as part of the purchase price allocation when accounting for the business combination. The deferred tax asset related to the remaining tax losses carried forward are not recognised in the statement of ﬁnancial position at year end 2024. Of the unrecognised deferred tax assets, NOKt 403 666 relates to losses carried forward in Sweden and NOKt 15 604 relates to losses carried forward in Finland. Tax losses in Finland may be carried forward for ten subsequent years. The tax losses carried forward in Finland are from the period between 2014 and 2024. Utilisation of the tax losses in Sweden is without time limitation. Part 4 – 4.3 Notes Elmera Group Annual report 2024 139 Changes in deferred tax balances Changes recognised in statement of proﬁt or loss Changes recognised in other comprehensive income 2024 NOK in thousands 1 January 2024 31 December 2024 Fixed assets/intangible assets 64 978 (16 366) 920 49 532 Receivables (5 784) 1 378 - (4 406) Pension liabilities (5 051) 2 358 1 971 (722) Cost to obtain contracts 29 252 (7 252) - 22 000 Provisions for onerous contracts (838) 838 - - Other current liabilities (560) (183) - (743) Derivative ﬁnancial instruments 476 894 (1 392) (23) Leasing liabilities (706) (239) - (945) Other assets 3 770 3 257 - 7 027 Losses carried forward (40 160) 866 (1 034) (40 327) Total 45 377 (14 451) 465 31 392 Changes recognised in statement of proﬁt or loss Changes recognised in other comprehensive income 2023 NOK in thousands 1 January 2023 31 December 2023 Fixed assets/intangible assets 82 756 (19 136) 1 359 64 978 Receivables (7 396) 1 612 - (5 784) Pension liabilities (13 681) 1 718 6 911 (5 051) Cost to obtain contracts 42 332 (13 080) - 29 252 Provisions for onerous contracts (10 770) 9 932 - (838) Other current liabilities (1 125) 566 - (560) Derivative ﬁnancial instruments 7 559 (23 237) 16 153 476 Leasing liabilities (777) 70 - (706) Other assets 1 391 2 379 - 3 770 Losses carried forward (35 000) (2 685) (2 476) (40 160) Total 65 290 (41 860) 21 948 45 377 Note 12 Income tax Part 4 – 4.3 Notes Elmera Group Pillar Two The OECD/G20 Inclusive Framework on BEPS addresses tax challenges from the digitalisation of the global economy. The Pillar Two model rules apply to multina- tional enterprises (MNEs) with annual revenue exceeding EUR 750 million, ensur- ing that a minimum 15% tax rate is paid in each jurisdiction where they operate. Pillar Two introduces four key mechanisms: - Qualiﬁed Domestic Minimum Top-up Tax (QDMTT) - Income Inclusion Rule (IIR) - Under Taxed Payments/Proﬁts Rule (UTPR) - Subject to Tax Rule (treaty-based, applying to certain cross-border transactions) On 23 May 2023, the IASB amended IAS 12, clarifying its application to Pillar Two income taxes and introducing: - A temporary exception to recognising and disclosing deferred tax assets and liabilities related to Pillar Two taxes. - New disclosure requirements for entities affected by these rules. The Group is within the scope of the OECD Pillar Two rules and applies the IAS 12 exception. The legislation became effective on 1 January 2024, making the Group liable for top-up taxes where the GloBE effective tax rate in a jurisdiction falls below 15%. However, based on the 2023 country-by-country reporting and 2024 ﬁnancial data, the Group estimates that the effective tax rates in all jurisdictions where it operates exceed 15%. The Group continues to monitor global Pillar Two developments to assess poten- tial future impacts on its operations, ﬁnancial position, and cash ﬂows as more jurisdictions implement these rules. Annual report 2024 140 Note 13 Earnings per share Earnings per share is calculated as proﬁt/loss allocated to shareholders for the year divided by the weighted average number of outstanding shares. Basic earnings per share 2024 2023 Proﬁt/(loss) attributable to equity holders of the Group (NOK in thousands) 353 945 192 288 Total comprehensive income attributable to equity holders of the Group (NOK in thousands) 373 075 316 986 Weighted average number of ordinary shares outstanding 109 001 782 108 623 439 Earnings per share in NOK 3,25 1,77 Total comprehensive income per share in NOK 3,42 2,92 Share options (see note 26) 1 859 669 1 932 336 Diluted earnings per share in NOK 3,19 1,74 Dividend per share in NOK 2,30 1,50 Part 4 – 4.3 Notes Elmera Group Annual report 2024 141 Part 4 – 4.3 Notes Elmera Group 2024 NOK in thousands Fixtures and equipment Computer equipment Construction in progress Total Accumulated cost 1 January 2024 19 589 30 495 - 50 085 Additions - 10 3 586 3 596 Transferred from construction in progress 891 - (891) - Currency translation difference 36 23 6 65 Accumulated cost 31 December 2024 20 517 30 528 2 701 53 746 Accumulated depreciation 1 January 2024 (16 279) (28 488) - (44 769) Depreciation for the year (1 482) (1 526) - (3 009) Currency translation difference (27) (28) - (55) Accumulated depreciation 31 December 2024 (17 788) (30 042) - (47 832) Carrying amount 31 December 2024 2 729 486 2 701 5 913 2023 NOK in thousands Fixtures and equipment Computer equipment Construction in progress Total Accumulated cost 1 January 2023 19 313 29 813 90 49 216 Additions - 566 62 627 Transferred from construction in progress 152 - (152) - Currency translation difference 125 117 - 241 Accumulated cost 31 December 2023 19 589 30 495 - 50 085 Accumulated depreciation 1 January 2023 (14 226) (26 790) - (41 017) Depreciation for the year (1 959) (1 604) - (3 563) Currency translation difference (94) (95) - (189) Accumulated depreciation 31 December 2023 (16 279) (28 488) - (44 769) Carrying amount 31 December 2023 3 310 2 006 - 5 315 Useful life 8 years (or lease term if shorter) 3 years Depreciation method Straight line Straight line The Group has no stranded assets. Note 14 Property, plant and equipment Annual report 2024 142 Note 15 Intangible assets Non-current intangible assets 2024 NOK in thousands Software and development projects Construction in progress Customer portfolios Fixed price customer contracts Other intangible assets Totalt non-cur- rent intangible assets excl. Goodwill Goodwill Total non-current intangible assets Accumulated cost 1 January 2024 430 845 13 668 815 892 18 443 147 541 1 426 389 1 439 389 2 865 777 Additions - Purchase 1 364 54 003 - - - 55 367 - 55 367 Additions - Internally generated 7 716 2 659 - - - 10 374 - 10 374 Transferred from construction in progress 43 766 (43 766) - - - - - - Government grants - (918) - - - (918) - (918) Disposals - - - (7 260) - (7 260) - (7 260) Currency translation differences 328 (1 178) 9 582 422 1 396 10 550 8 683 19 233 Accumulated cost 31 December 2024 484 019 24 468 825 474 11 605 148 936 1 494 502 1 448 071 2 942 574 Accumulated depreciation 1 January 2024 (315 468) - (567 037) (946) (48 667) (932 118) - (932 118) Depreciation for the year (44 424) - (106 826) - (7 427) (158 677) - (158 677) Disposals - - - 343 - 343 - 343 Currency translation differences (158) - (4 764) (17) - (4 938) - (4 938) Accumulated depreciation 31 December 2024 (360 049) - (678 627) (620) (56 094) (1 095 390) - (1 095 390) Accumulated impairment 1 January 2024 (22 724) - - (17 497) - (40 221) - (40 221) Impairment for the year - - - - - - - - Disposals - - - 6 917 - 6 917 - 6 917 Currency translation differences - - - (405) - (405) - (405) Accumulated impairment 31 December 2024 (22 724) - - (10 985) - (33 709) - (33 709) Carrying amount 31 December 2024 101 246 24 468 146 848 - 92 842 365 404 1 448 071 1 813 475 Useful life 3 years 2-12 years Up to 5 years 3 years Depreciation method Straight line Other/straight line Other Straight line * Refer note 18 for more information regarding depreciation and impairment of ﬁxed price customer contracts. ** Disposals are related to ﬁxed price customer contracts being fully delivered. Part 4 – 4.3 Notes Elmera Group Annual report 2024 143 Note 15 Intangible assets * Depreciations of customer portfolios has previously been calculated on basis of expected churn-proﬁle of the customer portfolio. From 2023 the Group changed the deprectiation method on the majority of customer portfolios to a straight- line method as changing market conditions have made it difﬁcult to estimate a churn-based depreciation pattern reliably. The effect of the change is an increased depreciation of approximately NOKt 25 900 in 2023. The effect on future periods is an increase in depreciation in 2024 and 2025 of approximately NOKt 41 000 and NOKt 30 800 respectively and a corresponding reduction in depreciation from 2026 and onwards. ** Refer note 18 for more information regarding depreciation and impairment of ﬁxed price customer contracts. *** Disposals are related to ﬁxed price customer contracts being fully delivered. Part 4 – 4.3 Notes Elmera Group Non-current intangible assets 2023 NOK in thousands Software and development projects Construction in progress Customer portfolios Fixed price customer contracts** Other intangible assets Totalt non-cur- rent intangible assets excl. Goodwill Goodwill Total non-current intangible assets Accumulated cost 1 January 2023 382 472 9 446 799 668 36 676 145 888 1 374 151 1 418 775 2 792 926 Additions - Purchase 8 174 41 471 274 - - 49 919 - 49 919 Additions - Internally generated 1 605 601 - - - 2 206 - 2 206 Transferred from construction in progress 37 983 (37 983) - - - - - - Disposals - - - (20 830) - (20 830) - (20 830) Currency translation differences 612 132 15 950 2 596 1 652 20 943 20 613 41 556 Accumulated cost 31 December 2023 430 845 13 668 815 892 18 443 147 541 1 426 389 1 439 389 2 865 777 Accumulated depreciation 1 January 2023 (269 527) - (445 660) (2 085) (41 240) (758 512) - (758 512) Depreciation for the year (45 560) - (115 731) - (7 427) (168 717) - (168 717) Disposals - - - 1 286 - 1 286 - 1 286 Currency translation differences (382) - (5 646) (147) - (6 175) - (6 175) Accumulated depreciation 31 December 2023 (315 468) - (567 037) (946) (48 667) (932 118) - (932 118) Accumulated impairment 1 January 2023 (22 724) - - (34 591) - (57 315) - (57 315) Impairment for the year - - - - - - - - Disposals - - - 19 544 - 19 544 - 19 544 Currency translation differences - - - (2 450) - (2 450) - (2 450) Accumulated impairment 31 December 2023 (22 724) - - (17 497) - (40 221) - (40 221) Carrying amount 31 December 2023 92 654 13 668 248 855 - 98 874 454 051 1 439 389 1 893 440 Useful life 3 years 2-12 years Up to 5 years 3 years Depreciation method Straight line Other/ straight line Other Straight line Annual report 2024 144 Impairment of Goodwill and intangible assets with indeﬁnite useful life The Group has performed an impairment test of Goodwill and intangible assets with indeﬁnite useful life as of 31 December 2024 in accordance with IAS 36, using the methods outlined in note 2. Goodwill as at 31 December 2024, has a total carrying value of NOKt 1 448 071 and intangible assets with indeﬁnite useful life has a total carrying value of NOKt 87 272. The allocation, for impairment-testing purposes, on cash-generating units of the signiﬁcant amounts is shown in the table below: 2024 2023 NOK in thousands Goodwill Intangible assets with indeﬁnite useful life Goodwill Intangible assets with indeﬁnite useful life Consumer segment 771 012 42 017 771 012 42 017 Business segment 353 235 19 250 353 235 19 250 Nordic segment 323 823 26 005 315 141 25 157 Total 1 448 071 87 272 1 439 389 86 424 Intangible assets with indeﬁnite useful life are tradenames acquired as part of business combinations, which are included in Other intangible assets in the tables above. The key assumptions on which management has based its determination of the recoverable amount are Weighted Average Cost of Capital (WACC), net revenue growth and operating expenditure growth. Key assumptions – Consumer and Business segments When calculating value in use for both Consumer and Business segments the weighted average cost of capital used was 11,79 % (2023: 10,8 %) and estimated growth rate in the terminal year was set at nominal 0,5 % (2023: 0,5 %). For goodwill and intangible assets with indeﬁnite useful life allocated to the Consumer and Business segments, the calculated recoverable amount signiﬁcantly exceeds the carrying amount, and reasonably possible changes in key assumptions would not lead to impairment of the assets. Key assumptions – Nordic segment For the Nordic segment, country speciﬁc weighted average cost of capital used was 12,1 % for both Sweden and Finland (2023: 11,5 %). Estimated growth rate in the terminal year was set at nominal 1,0 % (2023: 1,0 %). Compound annual growth rate for net revenue was set at 5,9 % (2023: 11,8 %) and compound annual growth rate for operating expenditure was set at 6,7 % (2023: 5,3 %) in the ﬁve-year forecast. For goodwill and intangible assets with indeﬁnite useful life allocated to the Nordic segment, the calculated recoverable amount exceeds the carrying amount by NOKt 119 626. An increase in WACC by 2,8 percentage points, a reduction in compound annual growth rate for net revenue of 2,1 percentage points or an increase compound annual growth rate for operating expenditure of 3,5 percentage points would decrease the recoverable amount below the carrying amount. The key assumptions used in the estimates are associated with some uncertainty, however the headroom in the impairment test is signiﬁcant. Note 15 Intangible assets Part 4 – 4.3 Notes Elmera Group Annual report 2024 145 Note 15 Intangible assets Part 4 – 4.3 Notes Elmera Group Current intangible assets 2024 NOK in thousands El-certiﬁcates Guarantees of origination Carbon credits Total current intangible assets Accumulated cost 1 January 2024 23 2 900 931 3 854 Additions - Purchase 4 584 105 789 4 212 114 584 Disposals (4 582) (108 157) (4 480) (117 219) Accumulated cost 31 December 2024 26 530 663 1 219 Carrying amount 31 December 2024 26 530 663 1 219 2023 NOK in thousands El-certiﬁcates Guarantees of origination Total current intangible assets Total current intangible assets Accumulated cost 1 January 2023 54 301 408 763 Additions - Purchase 8 166 77 972 7 162 93 300 Disposals (8 198) (75 372) (6 639) (90 209) Accumulated cost 31 December 2023 23 2 900 931 3 854 Carrying amount 31 December 2023 23 2 900 931 3 854 * Disposals of El-certiﬁcates refers to amount of certiﬁcates being handed over to the government to offset el-certiﬁcate cancellation liability. Disposals of Guarantees of origination (GoO) refers to amount of certiﬁcates redeemed as evidence of the origin of electricity generated from renewable energy sources. Research and development Development projects focus on preparing the company for future changes in the framework conditions, streamlining processes and future growth. The work mainly concerns customer-related system projects. Of total R&D expenditure of NOKt 65 713, NOKt 16 623 has been expensed as other operating expenses and NOKt 49 091 has been recognised as R&D assets It is expected that future earnings of ongoing R&D will correspond to expenses incurred. Government grants The Group has been awarded two government grants (SkatteFUNN) in 2024 which are carried forward in 2025. One of the grants relates to a project regarding development of a plattform for local power production, storage and distribution. The other grant relates to a project regarding development of fully automatic multi-load management in the private market. The total grants of NOK 807 thousand will be booked as a reduction of the cost price of the related assets when approved. Annual report 2024 146 Note 16 Share capital Shareholders at 31 December 2024 Number of shares Nominal Nominal value Voting rights Ownership Folketrygdfondet 10 156 341 0,30 3 046 902 9,31 % 8,88 % Gudbrandsdal Energi Holding AS 7 682 161 0,30 2 304 648 7,04 % 6,72 % Verdipapirfondet Alfred Berg Gambak 4 596 010 0,30 1 378 803 4,21 % 4,02 % Vpf DNB Am Norske Aksjer 4 262 927 0,30 1 278 878 3,91 % 3,73 % Verdipapirfondet DNB SMB 3 593 322 0,30 1 077 997 3,29 % 3,14 % J.P. Morgan SE 3 539 181 0,30 1 061 754 3,24 % 3,09 % Verdipapirfondet Holberg Norge 3 400 000 0,30 1 020 000 3,12 % 2,97 % Landkreditt Utbytte 2 745 000 0,30 823 500 2,52 % 2,40 % Verdipapirfondet Sparebank 1 Utbytte 2 341 902 0,30 702 571 2,15 % 2,05 % J.P. Morgan SE 2 286 552 0,30 685 966 2,10 % 2,00 % Verdipapirfondet Storebrand Norge 2 114 441 0,30 634 332 1,94 % 1,85 % HSBC Bank PLC 1 968 946 0,30 590 684 1,80 % 1,72 % Fjarde AP-Fonden 1 900 000 0,30 570 000 1,74 % 1,66 % Varde Norge AS 1 815 000 0,30 544 500 1,66 % 1,59 % VJ Invest AS 1 789 431 0,30 536 829 1,64 % 1,56 % Verdipapirfondet Sparebank 1 Norge Verdi 1 678 424 0,30 503 527 1,54 % 1,47 % Vevlen Gård AS 1 450 000 0,30 435 000 1,33 % 1,27 % Catilina Invest AS 1 414 483 0,30 424 345 1,30 % 1,24 % Verdipapirfondet KLP AksjeNorge 1 215 476 0,30 364 643 1,11 % 1,06 % The Bank of New York Mellon SA/NV 1 128 568 0,30 338 570 1,03 % 0,99 % Others 48 037 614 0,30 14 411 284 44,02 % 42,01 % Total outstanding shares 109 115 779 32 734 734 100 % 95 % Treasury shares 5 236 021 0,30 1 570 806 0,00 % 4,58 % Total shares in issue 114 351 800 34 305 540 100 % 100 % Share capital and share premium NOK in thousands Share capital Share premium Total 31 December 2024 32 735 993 294 1 026 029 31 December 2023 32 601 993 294 1 025 896 Fully paid ordinary shares which have a par value of NOK 0.30 carry one vote per share and carry a right to dividends (except for treasury shares). All outstanding shares have equal voting rights and the right to receive dividend. For computation of earning per share and diluted earning per share see Note 13. Treasury shares In the second quarter of 2022 the Group initiated a share buyback program where a total of 5 717 590 shares were purchased, corresponding to 5 % of the share capital, for a total amount of NOKt 132 827. The program’s purpose is to: (i) fulﬁl obligations arising as a result of the Group’s share option program, and (ii) to redeem (i.e. cancel) shares by way of a share capi- tal decrease in the Company, subject to approval from the general meeting. In 2024 a total of 444 168 treasury shares, corresponding to 0,39 % of the share capital, have been sold for a total amount of NOKt 8 467 . The sales were initiated to fulﬁll obligations arising from the Group’s share option program, and fees paid in shares to board members. Part 4 – 4.3 Notes Elmera Group Annual report 2024 147 Note 16 Share capital Part 4 – 4.3 Notes Elmera Group Shares and options owned/controlled by members of the Board of Directors, CEO and other members of the Executive Management (including related parties): 31 December 2024 Number of shares Number of op- tions Rolf Barmen (President and Chief Executive Ofﬁcer (CEO)) 80 052 210 000 Henning Nordgulen (Executive Vice President (EVP) Finance (CFO)) 60 000 50 000 Roger Finnanger (Executive Vice President (EVP) Business) 3 378 140 000 Arnstein Flaskerud (Executive Vice President (EVP) Strategy, Innovation, Sustainability and M&A) 50 760 140 000 Solfrid K. Aase (Executive Vice President (EVP) Alliance) 11 156 120 000 Solfrid Fluge Andersen (Executive Vice President (EVP) Power markets and energy supply) 5 171 120 000 Per Heiberg-Andersen (Executive Vice President (EVP) Nordic) 5 000 113 334 Magnar Øyhovden (Chief Executive Ofﬁcer (CEO), Fjordkraft AS ) 54 600 60 000 Jeanne K. Tjomsland (Executive Vice President (EVP) People, Culture and Communications) 26 028 96 667 Kari Marvik (Executive Vice President (EVP) IT (CIO)) - 30 000 Steinar Sønsteby (Chair of the Board) 20 599 - Live Bertha Haukvik (Member of the board) 8 293 - Heidi Theresa Ose (Member of the board) 4 458 - Per Oluf Solbraa (Member of the board) 5 361 - Anne Marit Steen (Member of the board) 7 958 - Frank Økland (Member of the board, Employee representative) 1 533 - Magnhild Uglem (Member of the board, Employee representative) 1 645 - Stian Madsen (Member of the board, Employee representative) 3 293 - Lisbet Nærø (Chair of the Nomination committee) - - Atle Kvamme (Member of the Nomination committee) - - Brede Selseng (Member of the Nomination committee) - - Total 349 285 1 080 001 Terms and details for the management option program are outlined in note 26. Annual report 2024 148 Part 4 – 4.3 Notes Elmera Group Note 17 Pension liabilities of beneﬁts paid by the national insurance. Liabilities in deﬁned beneﬁt plans that are funded are covered through an insurance company. The liability or asset recognised in the con- solidated statement of ﬁnancial position in respect of a deﬁned beneﬁt pension plan is the present value of the deﬁned beneﬁt obligation at the end of the reporting period, less the fair value of plan assets if the plan is funded. The deﬁned beneﬁt obligation is cal- culated annually by independent actuaries. Deﬁned contribution plans Deﬁned contribution plans are post-employ- ment beneﬁt plans under which an entity pays ﬁxed deﬁned contributions into a separate entity (a fund). Pension schemes in the Norwegian group entities Until the end of 2019 the Norwegian Group entities had a single deﬁned beneﬁt pension scheme in BKK Pensjonskasse covering all employees. As of 1.1.2020 all employees born in 1963 and later was transferred to a deﬁned contribution pension scheme. Employees born before 1963 maintained their mem- bership in deﬁned beneﬁt pension scheme, which at the same time was closed for new members. Members who were enrolled in the deﬁned contribution pension plan received a paid-up policy for earned entitlements for the time they have earned rights in the deﬁned beneﬁt pension scheme if they had at least three years of service. When the group acquired the Innlandskraft-Group in 2020, the Group also took over the pension schemes for the employees in the companies Eidsiva Marked AS and Gudbrandsdal Energi AS. Eidsiva Marked AS was merged into Fjordkraft AS in 2021. Deﬁned contribution plan covering employees in Elmera Group ASA, Fjordkraft AS and Fjordkraft Mobil AS At the end of 2024 the Group compa- nies Elmera Group ASA, Fjordkraft AS and Fjordkraft Mobil AS have a deﬁned contribu- tion pension scheme covering a total of 343 active members and 4 pensioners. The contri- bution rates for the deﬁned contribution plan are set to 5 per cent of salaries between 0 and 7,1 times G (where G is the National Insurance scheme basic amount, NOKt 124 in 2024), and 15 per cent of salaries between 7,1 and 12 times G. The deﬁned-contribution pension scheme also includes disability pension, spouse’s pen- sion and children’s pension. In addition, Elmera has chosen to introduce the contractual pen- sion agreement (CPA) scheme for private sec- tor for those members who are enrolled in the deﬁned contribution pension scheme. The agreement entitles members to beneﬁts from the age of 62 until they are eligible for a national insurance pension when reaching the age of 67. In addition to the above mentioned deﬁned contribution plan (and if applicable the deﬁned beneﬁt pension plan described below), Senior Management are members of Description of the pension schemes Elmera Group’s pension schemes have been established in accordance with local laws, and include both deﬁned contribution plans and deﬁned beneﬁt plans. The pension schemes offered in the Norwegian companies in the Group are in line with the Act on Mandatory Occupational Pensions (Lov om obligatorisk tjenestepensjon). Deﬁned beneﬁt plans Deﬁned beneﬁt plans entitles members to deﬁned future beneﬁts. These are mainly dependent on the number of years of service, the salary level at retirement age and the size a deﬁned contribution plan, entiteling them to additional annual contribution for salary exceeding 12 G. Deﬁned contribution plan covering employees in Gudbrandsdal Energi AS The subsidiary Gudbrandsdal Energi AS have deﬁned contribution pension schemes which at the end of 2024 are covering 23 active members. The contribution rates for the deﬁned contribution plans are 6 per cent of salaries between 0 and 7,1 times G (where G is the National Insurance scheme basic amount, NOKt 124 in 2024), and 25,1 per cent of salaries between 7,1 and 12 times G. The pension schemes includes retirement pen- sion, disability pension, spouse’s pension and children’s pension. Deﬁned beneﬁt plans in BKK Pensjonskasse At the end of 2024 the deﬁned beneﬁt pen- sion scheme in BKK Pensjonskasse covers 9 active members, 84 pensioners and 558 deferred vested members. These numbers include employees previously employed by Eidsiva Marked AS (which were merged into Fjordkraft AS in 2021), whom have been transferred from KLP to BKK Pensjonskasse in 2022. This defined benefit pension scheme includes retirement pension, con- tractual pension agreement (CPA), disabil- ity pension, spouse’s pension and children’s pension. The scheme complies largely with the regulations enshrined in the Act on the Government Pension Fund. The liabilities are Annual report 2024 149 covered through the insurance company BKK Pensjonskasse. The contractual pension agreement (CPA) for members of the deﬁned beneﬁt scheme covers a total of 8 active members and no pensioners. The agreement entitles staff to beneﬁts from the age of 62 until they are eligible for a national insurance pension when reaching the age of 67. The CPA is an unfunded pension plan. For those members who were transferred from the deﬁned beneﬁt scheme to the new deﬁned contribution pension scheme at the beginning of 2020, an additional deﬁned beneﬁt plan was established to provide sup- plementary retirement pension to employees with a long employment time and a high age whom had their expected retirement pension reduced when being transferred out of the deﬁned beneﬁt scheme. This plan aims to counteract some of the effects that the intro- duction of life expectancy adjustment has had for public occupational pension schemes. The scheme applies to a closed group of employ- ees. The supplementary allowance was set with ﬁnal effect at the end of 2019, and the supplement constitutes a ﬁxed percentage of the individual’s pension basis up to the age of 66 years. This scheme will only provide ben- eﬁts if the employees are at least 67 years old at retirement. The scheme covers a total of 26 active members and 0 pensioners at the end of 2024. Deﬁned beneﬁt plans in KLP The deﬁned beneﬁt plans in KLP is cover- ing employees in Gudbrandsdal Energi AS. These deﬁned beneﬁt plans were closed to new members from July 2016. These funded schemes are public occupational pension schemes that ensures the pensioner 66% of final salary upon 30 years of service. Retirement age is 67 years. At the end of 2024 the deﬁned beneﬁt pension schemes still covers 1 active member, 2 pensioners and 9 deferred vested members. The pension schemes includes retirement pension, disa- bility pension, spouse’s pension and children’s pension. The liabilities are covered through the insurance company KLP. The deﬁned beneﬁt plan covering employees previously employed by Eidsiva Marked AS (which were merged into Fjordkraft AS in 2021), have been transferred from KLP to BKK Pensjonskasse in 2022. Pension schemes in Switch Nordic Green AB The following pension schemes are applica- ble for the employees in SNG, who are either employed in Sweden or at the branch in Finland. Note 17 Pension liabilities Deﬁned contribution plans Employees at SNG in Sweden are members of a deﬁned contribution plan which at the end of 2024 covers a total of 23 active members. The contribution rates for the deﬁned contri- bution plan are set to 5 per cent of salaries up until 7,5 times the Swedish Inkomstbasbelopp (IBB = The Swedish National Insurance scheme basic amount, where one IBB equals NOKt 77,5 in 2024), and 30 per cent of salaries between 7,5 and 30 times the IBB. The pension scheme includes retirement pension and dis- ability pension. Employees at SNGs branch in Finland are members of a statutory pension plan (TyEL) which includes retirement pension and dis- ability pension and at the end of 2024 cov- ers a total of 51 active members. The beneﬁts are insured with an insurance company and determined to be deﬁned contribution plans. The contribution rates for the deﬁned con- tribution plan are set to 24,85 % of salaries, which includes the employee’s share of the contribution that was 7,47 % at the end of 2024. Senior management in SNG Finland are entitled to additional deﬁned contributions. Risk exposure Through its deﬁned beneﬁt occupational pen- sion plans, the Group is exposed to a num- ber of risks, the most signiﬁcant are detailed below. Asset volatility; The plan liabilities are calculated using a discount rate set with reference to covered bonds (“Obligasjoner med fortrinnsrett”); if plan assets underperform this yield, this will create a deﬁcit. All plans hold a signiﬁcant portion of investments in equity instruments, which are expected to outperform corporate bonds in the long-term while providing vola- tility and risk in the short-term. As the plans mature, the Group intends to reduce the level of investment risk by investing more in assets that better match the liabilities. Changes in bond yields; A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plan’s bond holdings. Inﬂation risk; Some of the Group’s pension obligations are linked to salary inﬂation, and higher inﬂa- tion will lead to higher liabilities (although in most cases, caps on the level of inﬂationary increases are in place to protect the plan against extreme inﬂation). The majority of the plan’s assets are either unaffected by or loosely correlated with inﬂation, meaning that an increase in inﬂation will also increase the deﬁcit. Life expectancy; The majority of the plan’s obligations are to provide beneﬁts for the life of the member, so increases in life expectancy will result in an increase in the plan’s liabilities. At the end of this note, a table showing sen- sitivity analysis of the most signiﬁcant assump- tions is enclosed. Part 4 – 4.3 Notes Elmera Group Annual report 2024 150 Note 17 Pension liabilities Amounts recognised in statement of ﬁnancial position: NOK in thousands 31 December 2024 31 December 2023 Present value of funded obligations 366 373 350 529 Fair value of plan assets 437 874 381 407 Deﬁcit for funded plans (71 501) (30 878) Present value of unfunded obligations 71 636 56 784 Total deﬁcit of deﬁned beneﬁt pension plans 135 25 906 Other employee beneﬁt obligations 9 843 7 115 Employee beneﬁt obligations recognised in Statement of ﬁnancial position 9 978 33 021 Presentation in statement of ﬁnancial position: Net plan assets of deﬁned beneﬁt pension plans 71 501 30 900 Net employee deﬁned beneﬁt plan liabilities 81 479 63 921 Employee beneﬁt obligations recognised in Statement of ﬁnancial position, net 9 978 33 021 Part 4 – 4.3 Notes Elmera Group Annual report 2024 151 Amounts recognised in statement of proﬁt or loss: 2024 NOK in thousands Funded obligations Non-funded obligations Total Accrued pension entitlement for the year 1 777 2 702 4 479 Payroll tax (PT) 238 377 615 Net interest expense / (income) 14 268 2 260 16 528 Expected return on plan assets (15 830) - (15 830) Settlement (gain) / loss recognised - - - Expenses paid 29 - 29 Members' contribution - - - Total amount recognised in proﬁt or loss 482 5 339 5 821 2023 NOK in thousands Funded obligations Non-funded obligations Total Accrued pension entitlement for the year 1 670 2 700 4 370 Payroll tax (PT) 228 377 605 Net interest expense / (income) 12 960 1 978 14 938 Expected return on plan assets (12 908) - (12 908) Settlement (gain) / loss recognised 6 603 (6 603) - Expenses paid 34 - 34 Members' contribution (171) - (171) Total amount recognised in proﬁt or loss 8 415 (1 548) 6 867 Note 17 Pension liabilities Part 4 – 4.3 Notes Elmera Group Annual report 2024 152 Note 17 Pension liabilities Change in deﬁned beneﬁt obligation: NOK in thousands Present value of funded obligation Fair value of plan assets Total, funded obligations, net of plan assets Present value of non-funded obligation Total, net At 1 January 2024 350 528 381 407 (30 879) 56 785 25 906 Accrued pension entitlement for the year 1 777 - 1 777 2 744 4 521 Payroll tax (PT) 238 - 238 377 615 Interest expense (income) 14 268 - 14 268 2 260 16 528 Return on plan assets - 15 830 (15 830) - (15 830) Actuarial gains and losses 10 864 29 296 (18 432) 9 472 (8 960) Beneﬁts paid (8 700) (7 497) (1 203) - (1 203) Contribution - 21 411 (21 411) - (21 411) Members' contribution - - - - - Expenses paid - (29) 29 - 29 Settlement (gain) / loss recognised - - - - - Payroll tax of contribution (2 603) (2 544) (59) - (59) At 31 December 2024 366 373 437 874 (71 501) 71 636 135 NOK in thousands Present value of obligation Fair value of plan assets Total, funded obligations, net of plan assets Present value of non-funded obligation Total, net At 1 January 2023 361 631 355 132 6 499 64 211 70 710 Accrued pension entitlement for the year 1 670 - 1 670 2 700 4 370 Payroll tax (PT) 227 - 227 377 604 Interest expense (income) 12 960 - 12 960 1 977 14 937 Return on plan assets - 12 908 (12 908) - (12 908) Actuarial gains and losses (22 940) 2 597 (25 537) (5 878) (31 414) Beneﬁts paid (7 266) (6 525) (741) - (741) Contribution - 19 347 (19 347) - (19 347) Members' contribution - 171 (171) - (171) Settlement (gain) / loss recognised 6 603 - 6 603 (6 603) - Expenses paid (2 189) (2 223) 34 - 34 Payroll tax of contribution (168) - (168) - (168) At 31 December 2023 350 528 381 407 (30 879) 56 785 25 906 Part 4 – 4.3 Notes Elmera Group Annual report 2024 153 Note 17 Pension liabilities Actuarial gains and losses recognised directly in Other comprehensive income (OCI) NOK in thousands 2024 2023 Net actuarial gains/(losses) recognised in OCI during the year 6 989 24 504 Tax effects of actuarial gains/(losses) recognised in OCI 1 971 6 911 Signiﬁcant actuarial assumptions 2024 2023 Discount rate 3,95 % 4,15 % Salary growth rate 2,50 % 2,50 % Expected growth in base social security amount (G) 3,25 % 3,50 % Estimated return on plan assets 3,95 % 4,15 % Pension growth rate 2,80 % 2,90 % CPA withdrawal 25% when 62 yrs 25% when 62 yrs Demographic assumptions K2013BE K2013BE Voluntary retirement Before 45 yrs - 4,5% Before 45 yrs - 4,5% 45 yrs - 60 yrs - 2,0% 45 yrs - 60 yrs - 2,0% Afte 60 yrs - 0% After 60 yrs - 0% * K2013BE is the insurance companies present best estimate based on The Financial Supervisory Authority of Norway’s mortality table K2013 and Statistics Nor- way’s present population projection. Sensitivity of pension liabilities to changes in signiﬁcant ﬁnancial assumptions Change in pension cost Change in employee deﬁned beneﬁt obligations NOK in thousands 1.00 % -1.00 % 1.00 % -1.00 % Discount rate (666) 841 (71 666) 93 724 Salary growth rate 284 (261) 5 608 (5 071) Expected growth in base social security amount (G) 538 (454) 87 566 (68 322) Part 4 – 4.3 Notes Elmera Group Annual report 2024 154 Note 17 Pension liabilities Pension assets Pension assets are invested in bonds and money-market placements issued by the Norwegian government, Norwegian municipalities, ﬁnancial institutions and enterprises. Foreign currency bonds are hedged. Investments are made in both Norwegian and foreign shares. Any estimate deviation is distributed pro-rata between the individual asset categories. At the end of 2024 the plan assets were invested as follows: Level 1 Level 2 Level 3 NOK in thousands Exchange listed prices Observable prices Non-observable prices Total %-share Equity instruments 63 682 57 130 46 474 167 287 38% Interest bearing instruments 19 789 246 559 1 162 267 509 61% Real estate - - 3 078 3 078 1% Total investments 83 471 303 689 50 714 437 875 100% The total contribution to deﬁned beneﬁt plans for next annual reporting period is expected to be NOKt 19 050. Part 4 – 4.3 Notes Elmera Group Annual report 2024 155 Note 18 Onerous contract provisions Fixed price customer contracts The Group has certain portfolios of ﬁxed price power contracts with end user customers where the volume is not ﬁxed, mainly in the Nordic segment. These cus- tomer contracts do not qualify to be recognised as ﬁnancial instruments. Portfolios of Fixed price customer contracts acquired as part of business combinations are however recognised as intangible assets (refer note 15), and depreciated systematically over the contract lengths using a pattern that reﬂect how the acquisi- tion value of the contracts are distributed over the remaining length of the contracts (up to ﬁve years) (cost model in IAS 38). Fixed price customer contracts, not acquired through a business combination, are not recognised in the statement of ﬁnancial position, unless the contracts are identiﬁed as onerous contracts. Fixed price customer contracts are assessed as onerous contracts if the estimated unavoidable costs of purchasing the estimated power volumes to be delivered on these contracts exceed the ﬁxed price to be received from the costumers. The price risk related to ﬁxed price customer contracts are hedged with portfolios of electricity derivatives which are recognised as derivative ﬁnancial instru- ments and measured at fair value through proﬁt and loss. The hedged forward power prices in the corresponding portfolios of derivative hedge contracts are not taken into consideration when estimating the contracts’ unavoidable costs as hedge accounting is not applied. The Group has recognised the following provisions for onerous contracts: NOK in thousands 31 December 2024 31 December 2023 Onerous contract provisions - Non-current 1 297 68 383 Onerous contract provisions - Current 1 538 24 879 Onerous contract provisions - Total 2 836 93 263 When the onerous contracts are intended to be settled within 12 months of the reporting date, the provisions are presented as current. The difference between the change in onerous contracts provisions in the statement of ﬁnancial position and the corresponding amount recognised in the statement of proﬁt or loss (see table below) is due to currency translation differences. The following table shows the movement in provisions for onerous contracts: NOK in thousands 2024 2023 Opening balance 1 January 93 263 1 069 575 Release of provisions (70 801) (730 981) New and changed provisions (17 139) (173 478) Currency translation difference (2 487) (71 852) Closing balance 31 December 2 836 93 263 Part 4 – 4.3 Notes Elmera Group Annual report 2024 156 Financial statement impact of unrealised gains/losses: The Group’s portfolios of ﬁxed price customer contracts and the corresponding portfolios of derivative hedge contracts resulted in the following unrealised effects recognised in the statement of proﬁt or loss: NOK in thousands 2024 2023 Impairment and provisions for onerous contracts: Change in provisions for onerous contracts 92 914 1 048 166 Impairment of intangible assets and cost to obtain contracts 10 381 14 548 Total depreciation, impairment and provisions for onerous contracts: 103 295 1 062 714 Unrealised gains and losses on derivatives related to ﬁxed price customer contracts (88 666) (1 029 437) Net unrealised gain/loss recognised in statement of proﬁt or loss 14 629 33 277 Change in provisions for onerous contracts includes both release of provisions for (parts of) contracts which have been delivered in the period, and change in provisions for new and remaining contracts. Forward market prices decreased signiﬁcantly during 2024. The remaining volume of ﬁxed price power contracts has also decreased due to a movement towards spot based products for new customers and existing ﬁxed price customer contracts being delivered. These effects have lead to a decrease in provisions for onerous contracts and the unrealised gains on the corresponding portfolios of derivative hedge contracts. Market conditions in 2022, with high and volatile power prices, lead to high proﬁle costs and expectations of high proﬁle costs going forward. This effect caused negative estimated margins on some ﬁxed price customer contracts, leading to a corresponding impairment of the cost to obtain these contracts. As most of these ﬁxed price contracts with negative estimated margins were delivered in 2023 and 2024, a corresponding reversal of the impairment of cost to obtain contracts has been recognised. The effect in 2024 is a reversal of NOKt 10 381. The net impact in the statement of proﬁt or loss, which is an unrealised net gain in 2024 of NOKt 14 629 (Full year 2023: NOKt 33 277 net gain) is mainly caused by improved margins in the customer contracts and imbalance between the portfolios of customer contracts, and the corresponding portfolios of derivative hedge contracts. Change in provision for onerous contracts and unrealised gains and losses on derivatives related to ﬁxed price customer contracts are both presented as Direct cost of sales in the statement of proﬁt or loss, while impairment and reversal of impairment of cost to obtain contracts is presented on a separate line. Note 18 Onerous contract provisions Part 4 – 4.3 Notes Elmera Group Annual report 2024 157 Note 19 Other current liabilities NOK in thousands 2024 Restated 2023 Accrued power purchase 4 675 94 510 Prepayments from customers 68 187 40 808 Payroll liabilities 78 502 68 988 Other 26 394 103 555 Total Other current liabilities 177 758 307 862 Note 20 Other current assets Other current assets consists of the following: NOK in thousands 2024 2023 VAT receivable 25 320 - Other prepaid costs 27 566 11 968 Prepaid taxes 927 503 Total other current assets 53 813 12 471 Part 4 – 4.3 Notes Elmera Group Annual report 2024 158 Note 21 Related party transactions As at 31 December 2024, the Group’s related parties include Board of Directors and key management. Transactions related to these groups are disclosed in note 22. Pricing of services and transactions between related parties are set on an arm’s length basis in a manner similar to transactions with unrelated third parties. The following transactions were carried out with related parties (NOK in thousands) Expenses to related parties (NOK in thousands) Related party Relation Purpose of transactions 2024 2023 Telia Norge AS Other Purchase of telecom services 154 562 65 896 Metzum AS Associated company Purchase of other services 44 644 40 234 Atea AS Other Purchase of products and other services 10 396 8 472 Kraftanmelding AS Associated company Purchase of power, including associated interest costs 35 818 - Other services consists of payroll expenses, IT, ofﬁce expenses and customer service. Revenue from related parties (NOK in thousands) Related party Relation Purpose of transactions 2024 2023 Sunpool AS Associated company Provision of personnel services 792 - Purchase of assets (NOK in thousands) Related party Relation Purpose of transactions 2024 2023 Metzum AS Associated company Research and development 48 344 Atea AS Other Products and development 2 450 925 Trade receivables from related parties (NOK in thousands) Related party Relation Purpose of transactions 31 December 2024 31 December 2023 Sunpool AS Associated company Provision of personnel services 990 - Current liabilities to related parties (NOK in thousands) Related party Relation 31 December 2024 31 December 2023 Telia Norge AS Other Telecom services 34 281 29 809 Metzum AS Associated company Research and development - 6 836 Atea AS Other Products and development 3 656 1 943 Kraftanmelding AS Associated company Purchase of power 19 144 - * The chairman of the Board of Directors in Elmera Group ASA is the CEO of Atea ASA. ** Telia Norge AS is part of the Telia Company Group, which is a shareholder (non-controlling interest) in the Group’s subsidiary Fjordkraft Mobil AS. *** The Group divested its shares in Metzum AS on December 17, 2024. The transactions presented above are reported up to this date. Payables to related parties are unsecured and are expected to be settled in cash. Part 4 – 4.3 Notes Elmera Group Annual report 2024 159 Note 22 Remuneration to the Executive management and Board of Directors Executive management 2024: NOK in thousands Salary Bonus Other beneﬁts Pension costs Total remune- ration Rolf Barmen (President and Chief Executive Ofﬁcer (CEO)) 3 705 1485 150 795 6 135 Henning Nordgulen (Executive Vice President (EVP) Finance (CFO)) 2 807 330 150 365 3 653 Roger Finnanger (Executive Vice President (EVP) Business) 1 955 295 120 220 2 590 Arnstein Flaskerud (Executive Vice President (EVP) Strategy, Innovation, Sustainability and M&A) 2 092 283 120 347 2 842 Solfrid K. Aase (Executive Vice President (EVP) Alliance) 1 743 251 100 275 2 369 Solfrid Fluge Andersen (Executive Vice President (EVP) Power markets and energy supply) 1 870 258 100 206 2 434 Per Heiberg-Andersen (Executive Vice President (EVP) Nordic) 1 755 220 100 185 2 260 Magnar Øyhovden (Chief Executive Ofﬁcer (CEO), Fjordkraft AS) 2 659 366 150 333 3 507 Jeanne K. Tjomsland (Executive Vice President (EVP) People, Culture and Communications) 1 917 54 120 322 2 414 Kari Marvik (Executive Vice President (EVP) IT (CIO)) 1 738 69 100 181 2 088 Total remuneration executive management 2024 22 241 3 611 1 210 3 229 30 292 In 2024 the CEO received a bonus of NOKt 1 485 based on the Group’s performance in 2023. In 2024 the Board of Directors have awarded the CEO a bonus of NOKt 1 500 based on the Group’s performance in 2024, which will be paid in 2025. Part 4 – 4.3 Notes Elmera Group 1) Executive Vice President (EVP) Operations until 30 November 2023 and Executive Vice President (EVP) Power markets and energy supply from 1 December 2023 2) From 1 December 2023 3) From 1 December 2023 4) From 1 August 2022 until 31 May 2023 Executive management 2023: NOK in thousands Salary Bonus Other beneﬁts Pension costs Total remune- ration Rolf Barmen (President and Chief Executive Ofﬁcer (CEO)) 3 477 375 150 774 4 776 Henning Nordgulen (Executive Vice President (EVP) Finance (CFO)) 2 693 12 150 360 3 215 Roger Finnanger (Executive Vice President (EVP) Business) 1 836 47 110 211 2 204 Arnstein Flaskerud (Executive Vice President (EVP) Strategy, Innovation, Sustainability and M&A) 2 007 47 120 324 2 498 Solfrid K. Aase (Executive Vice President (EVP) Alliance) 1 672 47 100 265 2 084 Solfrid Fluge Andersen (Executive Vice President (EVP) Power markets and energy supply 1)) 1 785 47 100 198 2 130 Per Heiberg-Andersen (Executive Vice President (EVP) Nordic) 1 672 47 100 178 1 997 Magnar Øyhovden (Chief Executive Ofﬁcer (CEO), Fjordkraft AS) 2 550 70 150 298 3 068 Jeanne K. Tjomsland (Executive Vice President (EVP) People, Culture and Communications) 2) 156 - 10 28 194 Kari Marvik (Executive Vice President (EVP) IT (CIO)) 3) 142 - 8 9 159 Marius Sveipe (Chief Executive Ofﬁcer (CEO), Gudbrandsdal Energi AS 4) 467 95 - 56 618 Total remuneration executive management 2023 18 457 787 998 2 701 22 943 In 2023 the CEO received a bonus of NOKt 375 based on the Group’s performance in 2022. In 2023 the Board of Directors have awarded the CEO a bonus of NOKt 1 485 based on the Group’s performance in 2023, which will be paid in 2024. Remuneration included in the tables is valid for the period from/to the dates stated above. Annual report 2024 160 The members of the Board of Directors have received the following remuneration during the year ended 31 December 2024: NOK in thousands Fee Fee in shares Total remu- neration Steinar Sønsteby (Chair of the Board) 572 64 635 Live Bertha Haukvik (Member of the board) 421 47 468 Heidi Theresa Ose (Member of the board) 378 42 420 Per Oluf Solbraa (Member of the board) 327 36 364 Anne Marit Steen (Member of the board) 378 42 420 Frank Økland (Member of the board, Employee representative) 113 13 126 Magnhild Uglem (Member of the board, Employee representative) 113 13 126 Stian Madsen (Member of the board, Employee representative) 113 13 126 Lisbet Nærø (Chair of the Nomination committee) 57 - 57 Atle Kvamme (Member of the Nomination committee) 35 - 35 Brede Selseng (Member of the Nomination committee) 35 - 35 Total remuneration Board of directors 2 542 269 2 811 Note 22 Remuneration to the Executive management and Board of Directors Part 4 – 4.3 Notes Elmera Group Annual report 2024 161 The members of the Board of Directors have received the following remuneration during the year ended 31 December 2023: NOK in thousands Fee Fee in shares Total remu- neration Steinar Sønsteby (Chair of the Board) 550 55 605 Live Bertha Haukvik (Member of the board) 405 41 446 Heidi Theresa Ose (Member of the board) 364 36 400 Per Oluf Solbraa (Member of the board) 315 32 347 Anne Marit Steen (Member of the board 1) 364 36 400 Frank Økland (Member of the board, Employee representative) 109 11 120 Magnhild Uglem (Member of the board, Employee representative 2) 109 11 120 Stian Madsen (Member of the board, Employee representative 3) 109 11 120 Tone Wille (Member of the board 4)) 101 - 101 Elisabeth Norberg (Member of the board, Employee representative 5)) 49 - 49 Marianne Unhjem (Member of the board, Employee representative 6)) 45 - 45 Lisbet Nærø (Chair of the Nomination committee) 54 - 54 Atle Kvamme (Member of the Nomination committee 10 - 10 Ragnhild Stolt-Nielsen (Member of the Nomination committee 7) 10 - 10 Brede Selseng (Member of the Nomination committee 8)) 23 - 23 Total remuneration Board of directors 2 617 233 2 850 Note 22 Remuneration to the Executive management and Board of Directors Part 4 – 4.3 Notes Elmera Group There are no additional bonus agreements or agreement of similar proﬁt sharing with the CEO or Chairman of the board. The rest of the executive management is also included in the Group’s performance bonus scheme. If the company chooses to terminate the employment, the CEO is entitled to 12 months severance pay after the expiry of the ordinary notice period, which is 6 months. The Group discontinued the loan scheme for personnel loans in 2023. The Group’s executive management had no outstanding personnel loans at year end in 2023. The CEO and Group management is included in the current pension plan for the Group - see note 17. 1 ) From 26 April 2023 2) From 14 June 2023 3) From 14 June 2023 4) Until 23 April 2023 5) Until 13 June 2023 6) Until 31 May 2023 7) Until 26 April 2023 8) From 26 April 2023 Annual report 2024 162 Note 22 Remuneration to the Executive management and Board of Directors The Board of Director’s guidelines for remuneration to directors in accordance with Section 6-16a of the Norwegian Public Limited Liability Companies Act These guidelines have been prepared by the Board of Directors of Elmera Group ASA (“Elmera” or the “Company”) in accordance with the Norwegian Public Limited Liability Companies Act Section 6-16a and related reg- ulations. The guidelines was approved by the Company’s annual general meeting in 2021 and shall apply until the Company’s annual general meeting in 2025, unless amended or replaced earlier. The guidelines apply for the following (jointly referred to as “directors”): the execu- tive management, (ii) employee elected board members, (iii) the CEO and (iv) other leading employees deﬁned as key employees. Remuneration to persons mentioned in (ii) are regulated by “Remuneration to employee elected board members”. Purpose and general principles for remuneration The main principle of the Companys guide- lines for remuneration, is that the directors shall receive a competitive salary, including a result-based salary tied to the business results and shareholder value to ensure the desired competence and director incentives. Remuneration is an important instrument in order to harmonise the interests of the Company and its directors. The Company’s remuneration principles are designed to ensure that the Company is able to attract and keep qualiﬁed directors, without being a wage leader in the relevant business sector, and without the variable wage element con- stituting such a large proportion of the total wage compensation that it can give unfortu- nate incentives and short-termism. The remuneration shall generally stimulate to goal achievements and good risk man- agement, counteract excessive risk-taking, and contribute to avoid conﬂict of interests. The remuneration shall be in line with the Companys long term interests and economic ﬁnancial sustainability. In general, the remu- neration shall be equal for male and female employees for equal work or work of equal value. The Company conducts annual reviews of the practice of the remuneration princi- ples, and the Companys written report (the “Remuneration Report”) is reviewed by inde- pendent control functions. Elements of remuneration Remuneration includes all beneﬁts a person receives by virtue of his/her position as a lead- ing person in the Company. This includes base salary, bonuses, allotment of shares, warrants, options and other forms of remuneration related to shares or the development of the share price in the company, pension schemes, early retirement schemes, and all forms of other variable elements in the remuneration, or special beneﬁts that are in addition to the basic salary. Principles for ﬁxed salary Fixed cash salary allows the Company to attract and recruit directors that are necessary for the long term proﬁtability and sustainability of the Company. It is the Company’s policy that base salaries shall reﬂect the individual’s position and degree of responsibility. The size of the ﬁxed cash salary shall be in line with market conditions, be competitive with com- parable businesses within the industry, and shall take into account inter alia the scope and responsibility associated with the position, as well as the skills, experience, and performance of each director. The ﬁxed cash salaries have no maximum levels. For directors, the base salary constitutes the most signiﬁcant part of the remuneration. Principles for variable cash salary Variable cash salary (i.e. cash bonuses) shall be based on a set of predetermined and measur- able performance criteria that reﬂect the key drivers for pursuing the Company’s business strategy, longterm interests, and sustainable business practices. Principles for pension beneﬁts Directors pension arrangements shall gen- erally follow the arrangements established for the employees in Elmera Group ASA and Fjordkraft AS. Pension beneﬁts shall be based on local practices and applicable law. More information concerning pension is included in note 17 of the annual account. Principles for non-ﬁnancial beneﬁts Non-ﬁnancial beneﬁts shall be based on mar- ket terms and shall facilitate the duties of the executive management. Part 4 – 4.3 Notes Elmera Group Annual report 2024 163 The Company aims to have sufﬁciently competitive salary and incentive programs to minimise additional non-ﬁnancial beneﬁts, and such shall generally be offered only to the extent they are in line with generally accepted customs locally. The executive management may receive certain limited beneﬁts in kind, including company car/car arrangement, telephone, internet access, and magasine/newspaper subscriptions. Purchase of shares The management may participate in any Company employee share purchase plans or similar plans on substantially on the same terms as all employees. Share-based incentive programs Share-based payments, settled in shares or cash, are used as part of the Company’s incentive schemes. In the view of the Board of Directors, attractive share-based long-term incentive programs is an important part of the total compensation for the executive manage- ment, and which may be necessary to allow the Company to retain and hire the talent it needs for further growth. The executive management and key per- sonnel shall be concerned with the value development for the Companys sharehold- ers. A share option program may bind the key employees to the Company and may also contribute to a more cautious wage growth in the years to come. The following speciﬁc limitations apply for granting of share options in the Company: (i) as a main rule, share options may not be redeemed before three years have elapsed, (ii) the maximum amount of share options signed in a given year shall not exceed 0.6 percent of the Companys outstanding shares, (iii) the exercise price for share options shall be set at market price at the time of allotment, (iv), the exercise price shall be adjusted for dividend paid before redemption, (v) the share options have a cap on gains of three times the exer- cise price (before adjustments for dividend payments). The options can be settled by the Company in cash if the share price exceeds the cap set out in (v), and if so, based on the gain of such cap, which constitutes the limit of maximum potential gain. Employment agreements The CEO and executive management have six month notice periods. The CEO is entitled to a severance pay in case of termination of employment by the Company for a period of 12 months after expiry of the ordinary notice period. During employment and for 12 months after expiry of the notice period (or from the time of dis- missal), the CEO is bound by the provisions on non-competition and recruiting the Company’s customers and employees in accordance with the provisions in chapter 14A of the Working Environment Act of 2005. Remuneration to employee elected board members The level of remuneration to employee elected board members for their role as board members is proposed by the Remuneration Committee and is handled further by the Nomination Committee which propose a remuneration to the general meeting. The determination of the remuneration takes into consideration the work load, compara- ble companies and the general wages in the Company. Deviations from these guidelines The Board of Directors may, on recommen- dation from the Remuneration Committee, in the circumstances described below resolve to deviate from any sections of these remu- neration guidelines: • upon change of the CEO; • upon material changes in Company’s organisation, ownership and/or business • upon material change in the Company’s strategy; • upon changes in or amendments to the relevant laws, rules, or regulations; • upon other exceptional circumstances where the deviation may be required to serve the long-term interests and sustainability of the Company as a whole or to assure its via- bility. Any deviation from these guidelines shall be reported in the Remuneration Report for the relevant year. The Board’s declaration on determining directors pay will be sent out or made availa- ble to the shareholders on the Company’s web site, together with notice of the annual general meeting of the Company and the Company’s annual report and accounts. Note 22 Remuneration to the Executive management and Board of Directors Part 4 – 4.3 Notes Elmera Group Annual report 2024 164 Note 23 Collateral and restricted assets NOK in thousands Item in Statement of ﬁnancial position Note 31 December 2024 31 December 2023 Collateral Security over trade receivables Trade receivables 6 2 338 616 3 694 872 Total collateral 2 338 616 3 694 872 Restricted assets Restricted cash - Payroll tax deductions Cash and cash equivalents 23 22 Total restricted assets 23 22 Trade receivables held by all the entities in the Group are pledged as collateral for credit facilities - see note 6. Part 4 – 4.3 Notes Elmera Group Annual report 2024 165 Note 24 IFRS 16 Leases The Group’s leasing activities The Group’s lease agreements mainly consists of various ofﬁce leases, car-leases and ofﬁce machine-leases used in the operating activities. Cars usually have a lease term of 3 years, while several of the ofﬁce leases have longer lease terms. The ofﬁce machines are leased on 3-5 year contracts. Some of the ofﬁce leases have extension options and these have been included in the calculation if the group is reasonably certain that they will be exercised. NOK in thousands 2024 2023 Non-current assets Right of use assets Property 79 053 56 380 Equipment - 309 Cars 1 214 432 Total 80 267 57 121 Non-current liabilities Lease liability long term 63 993 40 945 Current liabilities Lease liability short term 20 647 19 391 Total 84 640 60 336 Additions to the right-of-use assets in 2024 were NOKt 41 853. Amounts recognised in the statement of proﬁt or loss The statement of proﬁt or loss shows the following amounts relating to leases: NOK in thousands 2024 2023 Depreciation right-of-use assets Property 17 947 19 102 Equipment 91 333 Cars 592 795 Total 18 630 20 230 Interest expense lease liability 3 706 1 621 Expenses relating to short-term leases 3 657 1 409 Expenses relating to leases of low-value 1 492 869 The total cash outﬂow for leases in 2024 was NOKt 26 307. Part 4 – 4.3 Notes Elmera Group Annual report 2024 166 Part 4 – 4.3 Notes Elmera Group Year ended 31 December 2024 NOK in thousands Within 1 year Between 1 and 5 years More than 5 years Total Property 20 315 62 008 13 034 95 357 Equipment - - - - Cars 698 612 - 1 310 Total 21 013 62 620 13 034 96 667 Variable lease payments The Group has variable lease payments in its property lease agreements. Variable lease payments consists of annual adjustements to lease payments based on the Consumer Price Index. Extention and termination options Extension and termination options are included in a number of property and equip- ment leases across the Group. These are used to maximise operational ﬂexibility in terms of managing the assets used in the Group’s oper- ations. Maturity analysis The following table details the Group’s remain- ing contractual maturity for its leasing liabili- ties. The tables have been drawn based on the undiscounted cash ﬂows of instalments on leasing liabilities. Note 24 IFRS 16 Leases Annual report 2024 167 Note 25 Subsidiaries and subsidiaries with non-controlling interests Subsidiaries The following subsidiaries are fully consolidated in the ﬁnancial statements as per 31 December 2024. Name of entity Place of business Ownership interest held by the Group Principal activities Fjordkraft AS Bergen, Norway 100 % Purchase, sales and portfolio management of electrical power TrøndelagKraft AS Trondheim, Norway 100 % Purchase, sales and portfolio management of electrical power Gudbrandsdal Energi AS Nord-Fron, Norway 100 % Purchase, sales and portfolio management of electrical power Energismart Norge AS Hamar, Norway 100 % Management, research and development of product and services related to electrical power Elmera Industrial Ownership AS Bergen, Norway 100 % Portfolio management of electrical power and related products AllRate AS Bergen, Norway 100 % Management and services related to electrical power Steddi Payments AS Bergen, Norway 100 % Management and services related to electrical power Elmera Nordic AS Bergen, Norway 100 % Portfolio management of electrical power and related products Switch Nordic Green AB Stockholm, Sweden/ Vaasa, Finland 100 % Purchase, sales and portfolio management of electrical power Fjordkraft Företag AB Stockholm, Sweden 100 % Portfolio management of electrical power and related products Elmera Energy AS Bergen, Norway 100 % Purchase, sales and portfolio management of electrical power Part 4 – 4.3 Notes Elmera Group Annual report 2024 168 Part 4 – 4.3 Notes Elmera Group Note 25 Subsidiaries and subsidiaries with non-con- trolling interests Financial information on subsidiary with non-controlling interests NOK in thousands 2024 2023 Net sales 83 923 84 258 Operating proﬁt 7 563 (3 977) Proﬁt/(loss) for the year 8 806 (3 020) Net income attributable to non-controlling interests 3 434 4 258 Non-current assets 28 997 37 681 Current assets 88 314 66 438 Non-current liabilities - - Current liabilities (52 722) (48 336) Net assets 64 589 55 783 Net cash from operating activities 8 948 23 668 Net cash used in investing activities 21 (8 696) Net cash used in ﬁnancing activities - - Net change in cash and cash equivalents 8 969 14 972 Subsidiaries with non-controlling interests The following subsidiaries are fully consolidated in the ﬁnancial statements as per 31 December 2024. Name of entity Place of business Principal activities Ownership share Ownership interests held by non-controlling interests Fjordkraft Mobil AS Bergen, Norway Telecommunications services 61 % 39 % Annual report 2024 169 Part 4 – 4.3 Notes Elmera Group Note 26 Option program Type Options Grant Date 14 February 2024 Vesting conditions The options vest in one tranche with vesting 10th of February 2027 The Employee must remain an employee of the Company or an afﬁliated company at the end of the vesting period. Expiry date 20 February 2030 Exercise price (NOK) 28,70 Total number outstanding 400 000 Type Options Grant Date 14 February 2024 Measurement date 14 February 2024 Share price (NOK) 30,48 Lifetime (years) 2,99 Volatility 49,82% Risk-free interest rate 3,8% Fair Value (NOK) 9,12 Elmera Group ASA established a management option program 10 December 2018. The option program was established to align management’s and shareholders’ incentives and to reduce turnover for key employees. In total 400 000 share options were issued to employees during 2024. volume weighted average for options The fair value of the options was calculated using the Black-Scholes model. The model utilises certain information, such as the interest rate on a risk-free security maturing generally at the same time as the option being valued, and requires certain assumptions, such as the expected amount of time an option will be outstand- ing until it is exercised or it expires and the volatility associated with the price of the underlying shares of common stock, to calculate the fair value of stock options granted. The model also estimate the likelihood of performance fulﬁllment and takes this into account in the valuation. The expected volatility for options issued in 2024 is estimated at average of 49,82% where historical volatility is not available. Where historical volatility is available this is calculated using the Elmera Group ASA share price. Interest rates used are quoted Norwegian government bonds and bills retrieved from Norges Bank. The total carrying amount per 31 December 2024 is NOK 20 317 245, not including social security. Annual report 2024 170 Part 4 – 4.3 Notes Elmera Group Note 26 Option Program 01.01.2024 - 31.12.2024 01.01.2023 - 31.12.2023 Shares Weighted Average Exercise Price (NOK) Shares Weighted Average Exercise Price (NOK) Outstanding at the beginning of period 1 932 336 34,14 1 710 000 38,92 Granted 400 000 28,70 372 334 16,83 Exercised (436 001) 18,80 (26 664) 19,30 Cancelled - - - - Forfeited (30 000) 38,17 - - Expired (6 666) 71,20 (110 000) 21,35 Adjusted quantity - - - - Modiﬁcation / Dividends - - (13 334) 72,70 Outstanding at the end of period 1 859 669 33,89 1 932 336 34,14 Vested outstanding 780 669 50,18 943 336 32,34 Vested and expected to vest 1 859 669 33,89 1 932 336 34,14 Intrinsic value of in-the-money outstanding at the end of the period 1 276 335 21 477 002 1 012 336 13 105 162 Intrinsic value vested outstanding at the end of the period 197 335 4 114 502 633 336 6 726 362 Outstanding instruments Vested outstanding Exercise price Outstanding per 31.12.2024 Weighted average re- maining Contractual Life Vested outstanding per 31.12.2024 Weighted Average Exercise Price (NOK) 0,00 - 25,00 369 000 4,13 - - 25,00 - 30,00 400 000 5,14 - - 30,00 - 35,00 187 335 0,84 187 335 33,11 35,00 - 40,00 320 000 3,06 10 000 37,90 40,00 - 45,00 - - - - 45,00 - 50,00 - - - - 50,00 - 55,00 - - - - 55,00 - 60,00 - - - - 60,00 - 65,00 - - - - 65,00 - 70,00 270 000 2,12 270 000 68,00 70,00 - 313 334 2,95 313 334 78,18 Total 1 859 669 3,34 780 669 63,33 At 31 December 2024, the range of exercise prices and weighted average remaining contractual life of the options were as follows : The following table shows the changes in outstanding options in 2023 and 2024: Period activity, Report Currency: NOK Annual report 2024 171 Note 27 Investments in associates and joint ventures The table below presents the Group’s share of equity and proﬁt from associated companies: NOK in thousands Location Ownership/ voting right Equity 2024 Proﬁt 2024 Book value Sunpool AS Bergen, Norway 50,00 % 1 836 (1 066) 1 771 Kraftanmelding AS Skien, Norway 33,72 % 10 981 (513) 21 801 Metzum AS Bergen, Norway 0,00 % - 300 - Note 28 Events after the reporting period The Board of Directors has in the Board Meeting on 12 February 2025 proposed a dividend to the shareholders of NOK 3.00 per share. The proposed dividend is subject to approval by the general meeting. Part 4 – 4.3 Notes Elmera Group There are no other signiﬁcant events after the reporting period that have not been reﬂected in the consolidated ﬁnancial state- ments. * Sale of shares in Metzum AS On 17 December 2024, Elmera Group entered into a share sale agreement with MH Bidco AS (Rieber & Søn) to divest its 4.3 million shares, repre- senting a 40 % ownership stake in Metzum AS. The transaction values Metzum AS at an enterprise value of NOK 400m, with Elmera Group’s shares valued at NOK 160m. Annual report 2024 172 Directors responsibilty statement Today, the Board of Directors and the Chief Executive Ofﬁcer reviewed and approved the Board of Director’s report and the consolidated and separate annual ﬁnancial statements for Elmera Group ASA, for the year ended 31 December 2024 (Annual report 2024). Elmera Group ASA’s consolidated ﬁnancial statements have been prepared in accord- ance with IFRSs and IFRICs as adopted by the EU and applicable additional disclosure requirements in the Norwegian Accounting Act. The separate ﬁnancial statements for Elmera Group ASA have been prepared in accordance with the Norwegian Accounting Act § 3-9 and Finance Ministry’s prescribed regulations from 21 January 2008 on simpliﬁed IFRS, amended on 28 December 2020. The Board of Directors’ report for the Group and the parent company is in accordance with the requirements in the Norwegian Accounting Act. To the best of our knowledge: • The consolidated and separate annual ﬁnancial statements for 2024 have been prepared in accordance with applicable ﬁnancial reporting standards • The consolidated and separate annual ﬁnancial statements give a true and fair view of the assets, liabilities, financial position and proﬁt as a whole as of 31 December 2024 for the Group and the parent company • The Board of Directors’ report for the Group and the parent company includes a fair review of: i. the development and performance of the business and the position of the Group and the parent company, and ii. the principal risks and uncertainties the Group and parent company face Part 4 – 4.3 Notes Elmera Group The Board of Directors of Elmera Group ASA, Bergen, 4 April 2025. Per Oluf Solbraa Board member Heidi Theresa Ose Board member Stian Madsen Board member Magnhild K. B. Uglem Board member Rolf Barmen CEO Frank Økland Board member Steinar Sønsteby Chairman Live Bertha Haukvik Board member Anne Marit Steen Board member Annual report 2024 173 Alternative performance measures The alternative performance measures (abbreviated APM’s) that hereby are provided by the Group are a supplement to the ﬁnan- cial statements prepared in accordance with IFRS. The APM’s are based on the guidelines for APM published by the European Securities and Markets Authority (ESMA) on or after 3 July 2016. As indicated in the guidelines an APM is a ﬁnancial measure of historical or future ﬁnancial performance, ﬁnancial position, or cash ﬂows, other than a ﬁnancial measure deﬁned or speciﬁed in the applica- ble ﬁnancial reporting framework. The per- formance measures are commonly used by analysts and investors. The Group uses the following APM’s (in bold). The words written in italics are included in the list of deﬁnitions or in the statement of proﬁt or loss. Cash EBIT is equivalent to Operating free cash ﬂow before tax and change in Net working capital. This APM is used to illustrate the Group’s underlying cash generation in the period. Capex excl. M&A is used to present the capital expenditures excluding mergers and acquisi- tions to illustrate the Group’s organic mainte- nance capex. EBIT reported is equivalent to Operating proﬁt and is used to measure performance from operational activities. EBIT reported is an indi- cator of the company’s proﬁtability. EBIT adjusted In order to give a better representation of underlying performance, the following adjustments are made to the reported EBIT: • Acquisition related costs and other one-off items: Items that are not part of the ordi- nary business • Estimate deviations from previous periods: A substantial proportion of the Group’s power sales has historically been ﬁnally settled after the Group has ﬁnalised its periodical ﬁnancial statements. Revenues related to sale of power were thus recog- nised based on estimates. Any estimate deviation related to the previous report- ing period is recognised in the following reporting period • Unallocated revised net revenue repre- sents net revenue items which are revised due to prior period adjustment require- ments. • Unrealised gains and losses on derivatives: Consist of unrealised gains and losses on derivative ﬁnancial instruments associated with the purchase and sale of electricity • Impairment of intangible assets and cost to obtain contracts: Consist of impairment of intangible assets and cost to obtain contracts related to ﬁxed price customer contracts • Depreciation of acquisitions: Consist of depreciations of customer portfolios acquired separately and recognised as intangible assets, and depreciations of customer portfolios and other intangible assets recognised as part of a business combination. • Change in provisions for onerous con- tracts: Consist of change in provisions for onerous contracts associated with the pur- chase and sale of electricity EBIT reported margin is EBIT divided by Net revenue. This APM is a measure of the proﬁta- bility and is an indicator of the earnings ability. EBIT margin adjusted is calculated as EBIT adjusted divided by Net revenue adjusted. This APM is a measure of the proﬁtability and is an indicator of the earnings ability. EBITDA is deﬁned as operational proﬁt/loss before depreciation and amortisation. This APM is used to measure performance from operating activities. EBITDA adjusted In order to give a better representation of underlying performance, the following adjust- ments are made to EBITDA: • Acquisition related costs and other one-off items: Items that are not part of the ordi- nary business • Estimate deviations from previous periods: A substantial proportion of the Group’s power sales has historically been ﬁnally settled after the Group has ﬁnalised its periodical ﬁnancial statements. Revenues related to sale of power were thus recog- nised based on estimates. Any estimate deviation related to the previous report- ing period is recognised in the following reporting period Part 4 – 4.3 Notes Elmera Group Annual report 2024 174 Alternative performance measures • Unallocated revised net revenue repre- sents net revenue items which are revised due to prior period adjustment require- ments. • Unrealised gains and losses on derivatives: Consist of unrealised gains and losses on derivative ﬁnancial instruments associated with the purchase and sale of electricity • Impairment of intangible assets and cost to obtain contracts: Consist of impairment of intangible assets and cost to obtain contracts related to ﬁxed price customer contracts • Change in provisions for onerous con- tracts: Consist of change in provisions for onerous contracts associated with the pur- chase and sale of electricity Net income is equivalent to Proﬁt/(loss) for the period as stated in the statement of proﬁt or loss. Net income adjusted for certain cash and non-cash items is used in the dividend cal- culation, and is deﬁned as the following: [(Adjusted EBIT + net ﬁnance)(1-average tax rate) – amortisation of acquisition debt]. Net interest-bearing debt (NIBD) shows the net cash position and how much cash would remain if all interest-bearing debt was paid. The calculation is total Interest-bearing long term debt, Interest-bearing short term debt and Overdraft facilities, deducted with the fol- lowing; transaction costs recognised as part of amortised cost of Interest-bearing long term debt, reclassiﬁcation of ﬁrst year instal- ments long term debt, Overdraft facilities, and Cash and cash equivalents. Net revenue is equivalent to Revenue less direct cost of sales as stated in the statement of proﬁt or loss. Net revenue adjusted This APM presents Net revenue adjusted for: • Other one- off items: which represents non-recurring income which is recognised in the proﬁt or loss for the period • Estimate deviations from previous periods: A substantial proportion of the Group’s power sales has historically been ﬁnally settled after the Group has ﬁnalised its periodical ﬁnancial statements. Revenues related to sale of power were thus recog- nised based on estimates. Any estimate deviation related to the previous report- ing period is recognised in the following reporting period • Unallocated revised net revenue repre- sents net revenue items which are revised due to prior period adjustment require- ments. • Unrealised gains and losses on derivatives: Consist of unrealised gains and losses on derivative ﬁnancial instruments associated with the purchase and sale of electricity • Change in provisions for onerous con- tracts: Consist of change in provisions for onerous contracts associated with the pur- chase and sale of electricity Net working capital (NWC) is used to meas- ure short-term liquidity and the ability to utilise assets in an efﬁcient matter. NWC includes the following items from current assets: Inventories, Intangible assets, Trade receivables and Other current assets (that is, all current assets in the statement of ﬁnancial position except Derivative ﬁnancial instru- ments and Cash and cash equivalents); and the following items from current liabilities; Trade payables, Current income tax liabilities, Social security and other taxes, Lease liability - short term, and other current liabilities. Non-cash NWC elements and other items is used when analysing the development in NIBD. Non-cash NWC relates to items included in “change in NWC” that are not affecting Net interest-bearing debt while other items include interest, tax, change in long-term receivables, proceeds from non-current receivables, proceeds from other long-term liabilities and adjustments made on EBITDA. Number of deliveries is used to present the number of electrical meters supplied with electricity. One customer may have one or more electricity deliveries. OpFCF before tax and change in NWC is Operating free cash ﬂow and change in work- ing capital, and is deﬁned as EBITDA adjusted less Capex excl. M&A and payments to obtain contract assets. Volume sold is used to present the underlying volume generating income in the period. Part 4 – 4.3 Notes Elmera Group Annual report 2024 175 Financial statements with APM’s Reported amounts: NOK in thousands 2024 2023 Revenue 12 229 493 18 920 598 Direct cost of sales (10 452 582) (17 192 526) Net revenue 1 776 911 1 728 071 Personnel expenses (466 861) (454 622) Other operating expenses (506 363) (542 277) Impairment of intangible assets and cost to obtain contracts 10 381 14 548 Operating expenses (962 843) (982 351) EBITDA 814 068 745 721 Depreciation & amortisation (377 887) (386 519) EBIT reported (Operating proﬁt) 436 181 359 202 Net ﬁnancials (1 195) (121 625) Proﬁt/ (loss) before taxes 434 986 237 577 Taxes (77 607) (41 030) Proﬁt/ (loss) for the year 357 379 196 546 EBIT reported margin 25% 21% Alternative performance measures Part 4 – 4.3 Notes Elmera Group Annual report 2024 176 Adjusted amounts: NOK in thousands 2024 2023 Net revenue 1 776 911 1 728 071 Other one- off items - (34 076) Unallocated revised net revenue 12 615 - Estimate deviations previous periods (16 136) 1 924 Unrealised gains and losses on derivatives 112 232 1 085 244 Change in provisions for onerous contracts (92 914) (1 048 166) Net revenue adjusted 1 792 709 1 732 998 EBITDA 814 068 745 721 Other one- off items 13 278 6 434 Unallocated revised net revenue 12 615 - Estimate deviations previous periods (16 136) 1 924 Impairment of intangible assets (10 381) (14 548) Unrealised gains and losses on derivatives 112 232 1 085 244 Change in provisions for onerous contracts (92 914) (1 048 166) EBITDA adjusted 832 766 776 610 EBIT reported (Operating proﬁt) 436 181 359 202 Other one- off items 13 278 6 434 Unallocated revised net revenue 12 615 - Estimate deviations previous periods (16 136) 1 924 Impairment of intangible assets (10 381) (14 548) Unrealised gains and losses on derivatives 112 232 1 085 244 Change in provisions for onerous contracts (92 914) (1 048 166) Depreciation of acquisitions 114 134 123 080 EBIT adjusted 569 013 513 171 EBIT margin adjusted 32% 30% Alternative performance measures Part 4 – 4.3 Notes Elmera Group Annual report 2024 177 Net interest bearing debt (cash) NOK thousands 2024 2023 Interest-bearing long term debt 739 687 537 617 Interest-bearing short term debt 85 000 368 700 Transaction costs recognised as part of amortised cost of Interest-bearing long term debt 4 063 1 158 Overdraft facilities 117 381 - Cash and cash equivalents (143 974) (338 746) Net interest bearing debt (cash) 802 156 568 729 Financial position related APM’s NOK thousands 2024 2023 Net working capital (NWC) 386 224 (51 684) OpFCF before tax and change in NWC 621 858 583 142 Capex excl. M&A 68 419 52 477 Deliveries Numbers in thousands 2024 2023 Electrical deliveries Consumer segment 657 667 Electrical deliveries Business segment 130 127 Electrical deliveries Nordic segment 118 125 Total number of electrical deliveries 905 920 Number of mobile subscriptions 111 115 * Number of deliveries excl. Extended Alliance deliveries. Number of deliveries incl. Extended Alliance deliveries: 1 012 thousand in 2024 (2023: 1 003 thousand). Volume in GWh 2024 2023 Consumer segment 8 131 8 069 Business segment 7 303 7 609 Nordic segment 1 640 2 195 Total volume 17 075 17 873 * Volume excl. Extended Alliance. Volume incl. Extended Alliance: 20 424 GWh in 2024 (2023: 21 465 GWh). Other ﬁnancial APM’s Alternative performance measures Part 4 – 4.3 Notes Elmera Group 4.4 Financial statements Elmera Group ASA Part 4 – 4.4 Financial statements Elmera Group ASA Statement of comprehensive income (loss) 179 Statement of ﬁnancial position 180 Statement of changes in equity 182 Statement of cash ﬂows 183 Annual report 2024 178 Annual report 2024 179 Statement of comprehensive income (loss) NOK in thousands Note 2024 2023 Revenue 8 302 259 223 369 Personnel expenses 3, 10 (210 775) (133 897) Other operating expenses 4, 8 (154 424) (204 862) Depreciation and impairment 11,15 (12 388) - Operating proﬁt (75 329) (115 390) Income from investments in subsidiaries 8, 9 535 500 565 000 Interest income 6,8 31 079 16 545 Interest expense lease liabilities 15 (3 132) - Interest expense 6,8 (93 157) (62 363) Other ﬁnancial items, net (557) ( 2) Net ﬁnancial income/(cost) 469 733 519 180 Proﬁt/(loss) before tax 394 404 403 790 Income tax (expense)/income 5 (48 903) (27 766) Proﬁt/(loss) for the year 345 502 376 024 Other comprehensive income: Items that will not be reclassiﬁed to proﬁt or loss: Actuarial gain/(loss) on pension obligations (net of tax) 10 (6 384) 11 892 Total other comprehensive income for the year, net of tax (6 384) 11 892 Total comprehensive income/(loss) for the year 339 118 387 916 Part 4 – 4.4 Financial statements Elmera Group ASA Annual report 2024 180 Statement of ﬁnancial position Part 4 – 4.4 Financial statements Elmera Group ASA NOK in thousands Note 2024 2023 Assets: Non-current assets Deferred tax assets 5 3 048 - Right-of-use assets property, plant and equipment 15 78 752 - Property, plant and equipment 2 832 - Intangible assets 11 33 115 387 Plan assets of deﬁned beneﬁt pension plans 10 12 406 7 684 Investments in subsidiaries 9 2 285 387 2 285 307 Other non-current ﬁnancial assets 6 38 648 9 997 Total non-current assets 2 454 187 2 303 374 Current assets Trade receivables 6 1 029 1 246 Receivables from group companies 6, 8 1 420 559 898 895 Other current assets 6 919 998 Cash and cash equivalents 6 71 151 127 211 Total current assets 1 499 658 1 028 350 Total assets 3 953 845 3 331 724 Equity and liabilities: Equity Share capital 12 32 735 32 601 Share premium 12 1 570 810 1 570 810 Other equity 203 924 181 955 Total equity 1 807 469 1 785 366 Annual report 2024 181 Statement of ﬁnancial position Part 4 – 4.4 Financial statements Elmera Group ASA The Board of Directors of Elmera Group ASA, Bergen, 4 April 2025. Per Oluf Solbraa Board member Heidi Theresa Ose Board member Stian Madsen Board member Magnhild K. B. Uglem Board member Rolf Barmen CEO Frank Økland Board member Steinar Sønsteby Chairman Live Bertha Haukvik Board member Anne Marit Steen Board member NOK in thousands Note 2024 2023 Non-current liabilities Employee beneﬁt obligations 10 54 322 12 010 Interest-bearing long term debt 6,7 739 687 263 342 Deferred tax liabilitites 5 - 1 774 Lease liability- long term 15 61 967 - Total non-current liabilites 855 975 277 126 Current liabilities Trade and other payables 6,7,8 37 443 22 230 Liabilities to group companies 6,7,8 576 724 767 890 Overdraft facilities 6,7 117 381 - Interest-bearing short term debt 6,7 85 000 171 000 Current income tax liabilities 5 51 919 30 324 Dividend payable 327 347 249 945 Social security and other taxes 26 959 2 116 Lease liability- short term 15 18 463 - Other current liabilities 13 49 165 25 728 Total current liabilities 1 290 401 1 269 232 Total liabilities 2 146 377 1 546 358 Total equity and liabilities 3 953 845 3 331 724 Annual report 2024 182 NOK in thousands Issued capital Treasury shares Share premium Retained earnings Total equity Opening balance at 1 January 2023 34 306 (1 715) 1 570 810 40 418 1 643 819 Proﬁt/(loss) for the year - - - 376 024 376 024 Other comprehensive income - - - 11 892 11 892 Sale of treasury shares (note 12) - 11 - 736 747 Share-based payment (note 16) - - - 2 828 2 828 Dividend - - - (249 945) (249 945) Closing balance 31 December 2023 34 306 (1 704) 1 570 810 181 954 1 785 365 Opening balance at 1 January 2024 34 306 (1 704) 1 570 810 181 954 1 785 365 Proﬁt/(loss) for the year - - - 345 502 345 502 Other comprehensive income - - - (6 384) (6 384) Sale of treasury shares (note 12) - 133 - 8 334 8 467 Share-based payment (note 16) - - - 2 543 2 543 Dividend - - - (328 026) (328 026) Closing balance 31 December 2024 34 306 (1 571) 1 570 810 203 923 1 807 469 Statement of changes in equity Part 4 – 4.4 Financial statements Elmera Group ASA Annual report 2024 183 NOK in thousands Note 2024 2023 Operating activites Proﬁt/(loss) before tax 394 404 403 790 Adjustments for: Depreciation 11 181 - Depreciation right-of-use assets 15 12 207 - Dividend recognised, not received 8 (535 500) (565 000) Share based payment expense 16 2 543 2 828 Change in post-employment liabilities, no cash effect 10 29 406 2 772 Amortisation of transactions costs, no cash effect 6a 6 375 6 783 Changes in working capital: Trade receivables 8 30 971 (65 572) Other current assets (5 921) 12 668 Trade and other payables 8 121 804 (152 371) Other current liabilities 13 48 053 11 820 Income tax paid 5 (29 833) (13 901) Net cash from operating activities 74 691 (356 182) Investing activities Purchases of property, plant and equipment (2 832) - Purchase of intangible assets 11 (32 909) (387) Dividends received from subsidiary 8 565 000 196 500 Net (outﬂow)/proceeds from current loans to/from subsidiaries 8 (879 675) 1 034 941 Net cash outﬂow on acquisition of subsidiares 9 (80) - Net (outﬂow)/proceeds from other long-term liabilities (2 160) (4 509) Net cash from investing activities (352 656) 1 226 545 Statement of cash ﬂows Part 4 – 4.4 Financial statements Elmera Group ASA Annual report 2024 184 Statement of cash ﬂows Part 4 – 4.4 Financial statements Elmera Group ASA Financing activites Proceeds from overdraft facilities 6a 117 381 (534 112) Repayment of revolving credit facility 6a (125 000) - Dividends paid (250 623) (162 951) Sale of treasury shares 12 8 199 747 Transactions costs (credit facilities) paid 6a (35 772) (836) Proceeds from long term debt 6a 850 000 - Instalments of long term debt 6a (44 250) (46 000) Repayment of long term debt 6a (287 500) - Payment of lease liability 15 (10 529) - Net cash from ﬁnancing activities 221 905 (743 152) Net change in cash and cash equivalents (56 060) 127 211 Cash and cash equivalents at 1 January 127 211 - Cash and cash equivalents at 31 December 71 151 127 211 4.5 Notes Elmera Group ASA Part 4 – 4.5 Notes Elmera Group ASA Note 1 General information 186 Note 2 Accounting policies 186 Note 3 Personnel expenses 188 Note 4 Operating expenses 188 Note 5 Income tax 189 Note 6 Financial assets and ﬁnancial liabilities 190 Note 7 Financial risks 194 Note 8 Related party transactions 196 Note 9 Investments in subsidiaries 198 Note 10 Pension liabilities 199 Note 11 Intangible assets 203 Note 12 Share capital and shareholder information 205 Note 13 Other current assets 206 Note 14 Remuneration to the Executive management and Board of Directors 207 Note 15 IFRS 16 212 Note 16 Option program 214 Note 17 Events after the reporting period 216 185 Annual report 2024 Annual report 2024 186 Elmera Group ASA, is a public limited liabil- ity company, and was incorporated on 15 December 2017. The company is the holding company and ultimate parent in the Elmera Group which core business is purchase, sales and portfolio management of electrical power to end users, as well as related activities, includ- ing investment in other companies. Elmera Group ASA also provides management ser- vices to subsidiaries and other companies in the Group. Elmera Group ASA is registered and domi- ciled in Norway. The entity name was changed from Fjordkraft Holding ASA to Elmera Group ASA in 2022. The address of its registered ofﬁce is Folke Bernadottes Vei 38, 5147 Bergen, Norway. As part of an internal group reorganisa- tion, overhead- and support-functions which previously were organised in the subsidiary Fjordkraft AS, have been transferred to Elmera Group ASA in 2024. This transfer was carried out as a transfer of business and included the transfer of 47 employees. Note 1 General information Note 2 Accounting policies Basis for preparation The ﬁnancial statements of the Company have been prepared in accordance with the Norwegian Accounting Act § 3-9 and Finance Ministry’s prescribed regulations from 21 January 2008 on simpliﬁed IFRS, amended on 28 December 2020. Principally this means that recognition and measurement comply with the International Accounting Standards (IFRS) and presentation and note disclosures are in accordance with the Norwegian Accounting Act and generally accepted accounting prin- ciples. Any exceptions from measurement and recognition according to IFRS is disclosed below. The accounting principles applied when preparing the separate ﬁnancial statement of Elmera Group ASA are consistent with the accounting principles in the group, described in note 1 in the consolidated ﬁnan- cial statements, with some exceptions that are described below. In all other cases, reference is made to notes to the consolidated ﬁnancial statements. Investments in subsidiaries Subsidiaries are all entities over which the Company has control. The Company con- trols an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Investments in subsidiaries are recognised at cost in the separate ﬁnancial statement. The carrying amount is increased when funds are added through capital increases or when group contributions are made to subsidiaries. Impairment of subsidiaries At the end of each reporting period the Company assesses whether there is any indication that an investment in a subsidi- ary may be impaired. If any such indication exists, the Company estimates the recover- able amount of the subsidiary. If the carry- ing amount of the investment exceeds the recoverable amount, the group recognises an impairment loss. Dividends from subsidiaries Dividends received from subsidiaries are rec- ognised in proﬁt or loss when the dividends received are distributions of proﬁts. Other dis- tributions are recognised as a reduction in the carrying amount of the investment. Pursuant to the exemption paragraph in Finance Ministry’s prescribed regulations from 21 January 2008 on simpliﬁed IFRS, the com- Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 187 pany has elected to recognise dividends in accordance with the Norwegian Accounting Act and Norwegian Generally Accepted Accounting Principles. Thus, any dividend from subsidiaries is recognised as a current asset at the end of the reporting period of which the dividend proposed is based on. Dividends payable Pursuant to the exemption paragraph in Finance Ministry’s prescribed regulations from 21 January 2008 on simpliﬁed IFRS, the com- pany has elected to recognise dividends in accordance with the Norwegian Accounting Act and Norwegian Generally Accepted Accounting Principles. Thus, any dividend payable is recognised as a current liability at the balance sheet date of the reporting period of which the dividend proposed is based on. Cash and cash equivalents The cash ﬂow statement is prepared using the indirect method. For the purpose of pres- entation in the statement of cash ﬂows and in Part 4 – 4.5 Notes Elmera Group ASA the statement of ﬁnancial position, cash and cash equivalents includes cash on hand and deposits held at call with ﬁnancial institutions. Elmera Group ASA is the group account holder in a group account system for bank deposits and bank overdrafts, where the subsidiaries in Elmera Group holds sub accounts. The total net deposit or overdraft on all sub accounts in the group account system is presented net per currency as either cash and cash equiv- alents, or overdraft facilities in the statement of ﬁnancial position. Deposits and overdrafts of the sub account holders are included in receivables from group companies and lia- bilities to group companies in the statement of ﬁnancial positions. Note 2 Accounting policies Annual report 2024 188 Note 3 Personnel expenses NOK in thousands 2024 2023 Salaries 170 260 105 651 Social security 26 416 17 393 Pension expenses 14 955 10 437 Other beneﬁts 4 633 2 325 Gross personnel expenses 216 264 135 806 - Capitalised R&D costs (5 489) (1 910) Total personnel expenses 210 775 133 897 Number of full-time equivalents (FTEs) as of 31 December 149 93 Salaries includes payments to Board of directors. See note 14. The change in FTE’s from 2023 includes 47 employees which where transferred from the subsidiary Fjordkraft AS as part of an internal group reorganisation in 2024. Loans to employees NOK in thousands 2024 2023 Loans 1 718 3 036 Loans to employees has been granted on the following terms: Maximum duration for loans to employees are 15 years. The interest rate for loans to employees is approximately equal to the current limit regarding taxation of beneﬁts for such loans, plus up to 1 percentage point. Cur- rent limit for taxation of beneﬁts is 5,30 %. The loan scheme for personnel loans was discontinued in 2023, implying that no new loans were issued from the point of discontinuation. Loans entered into before the termination of the scheme continue as normal. Note 4 Operating expenses NOK in thousands 2024 2023 Sales and marketing costs 1 105 913 IT costs 81 232 97 279 Purchase of third-party services and external personnel 22 903 28 632 Professional fees 34 335 67 038 Other operating costs 14 850 11 001 Toal operating expenses 154 424 204 863 * Includes legal fees, audit fee and consultancy fees. Speciﬁcation of auditors remuneration (all related to services provided by Deloitte) NOK in thousands 2024 2023 Statutory audit - Deloitte 1 314 1 723 Other assurance services - Deloitte 313 170 Other non-assurance services - Deloitte - 31 Total auditors remuneration 1 628 1 923 Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 189 Note 5 Income Tax Speciﬁcation of tax expense recognised in statement of proﬁt or loss NOK in thousands 2024 2023 Tax payable on proﬁt for the year 51 924 30 328 Change in deferred tax/(tax asset) from origination and reversal of temporary differences (3 021) (2 562) Tax expense/(-income) recognised in statement of proﬁt or loss 48 903 27 766 Speciﬁcation of tax expense recognised in other comprehensive income Change in deferred tax/(tax asset) from origination and reversal of temporary differences (1 800) 3 354 Tax expense/(-income) recognised in other comprehensive income (1 800) 3 354 Reconciliation of statutory tax rate to effective tax rate: Proﬁt/(loss) before tax 394 404 403 790 Income tax at statutory tax rate (22%) 86 769 88 834 Tax effect of following items: Non-deductible costs 634 532 Tax exemption method dividends (38 500) (61 600) Tax expense/(-income) 48 903 27 766 Speciﬁcation of basis for deferred tax: Pension liabilities (47 613) 5 737 Other current liabilities (2 034) (1 218) Other non-current ﬁnancial assets 32 946 3 549 Fixed assets/intangible assets 918 - Leasing liabilities (1 678) - Net pension assets 12 392 - Restricted interest deduction carried forward (8 779) - Basis for calculation of deferred tax/(tax assets) (13 848) 8 069 Total deferred tax liability/(tax assets) (22 %) (3 048) 1 774 Changes in deferred tax balances NOK in thousands 1 January 2024 Changes recognised in statement of proﬁt or loss Changes recognised in other comprehen- sive income 31 December 2024 Pension liabilities 1 262 (9 937) (1 800) (10 475) Other current liabilities (268) (180) - (448) Other non-current ﬁnancial assets 781 6 467 - 7 248 Fixed assets/intangible assets - 202 - 202 Leasing liabilities - (369) - (369) Net pension assets - 2 726 - 2 726 Restricted interest deduction carried forward - (1 931) - (1 931) Total deferred tax liability/(tax assets) (22 %) 1 774 (3 021) (1 800) (3 048) Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 190 Note 6 Financial assets and ﬁnancial liabilities The company holds the following ﬁnancial instruments: Financial assets NOK in thousands Notes 2024 2023 Financial assets at amortised cost Trade receivables (1) 1 029 1 246 Receivables from group companies (1) 8,6(b) 885 059 333 895 Cash and cash equivalents (1) 6(b) 71 151 127 211 Total ﬁnancial assets 957 239 462 352 Financial liabilities NOK in thousands Notes 2024 2023 Liabilities at amortised cost Trade and other payables (1) 37 443 22 230 Liabilities to group companies (1) 8,6(b) 576 724 767 890 Overdraft facilities (1) 6(a) 117 381 - Interest-bearing short term debt (1) 6(a) 85 000 171 000 Interest-bearing long term debt (2) 6(a) 739 687 263 342 Lease liability- long term 15 61 967 - Lease liability- short term 15 18 463 - Total ﬁnancial liabilities 1 636 664 1 224 462 (1)The fair value of cash and cash equivalents, trade receivables, receivables from group companies, overdraft facilities, interest-bearing short term debt, liabilitites to Group companies and trade and other payables approximate their carrying value due to their short term nature. Provisions for dividends received from subsidiar- ies which are included in receivables from group companies are not considered ﬁnancial assets until they have been approved. (2) Interest-bearing long term debts are measured at amortised cost. The fair value of interest-bearing long term debts is not materially different from their carrying value, since the interest payable on those debts, which are variable interest rate loans, are close to current market rates. Installments due within the next 12 months are presented as interest-bearing short term debt. Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 191 NOK in thousands 2024 2023 Interest from assets held at amortised cost 31 079 16 545 Interest expense from liabilites at amortised cost (93 157) (62 363) Total ﬁnancial income and expense (62 078) (45 818) Financial Statement Impact: The company’s ﬁnancial instruments resulted in the following income, expenses and gains and losses recognised in the statement of proﬁt or loss: Note 6 Financial assets and ﬁnancial liabilities Part 4 – 4.5 Notes Elmera Group ASA NOK in thousands 2024 2023 Loans to employees 1 718 3 036 Capitalised transaction costs 28 883 2 391 Other 8 048 4 569 Total 38 648 9 997 * Loans to employees include next year’s installments. Instalments in 2025 amount to NOKt 282. ** Transaction costs related to establishing the RCF, the guarantee facility and the overdraft facility, see more details in note 6(a). Other non-current ﬁnancial assets The other non-current ﬁnancial assets in the consolidated statement of ﬁnancial position comprise the following: Annual report 2024 192 Part 4 – 4.5 Notes Elmera Group ASA 6(a) Credit facilities NOK in thousands Effective interest rate 2024 2023 Term loan NIBOR 3 months + 2,25 % 828 750 310 500 Revolving credit facility NIBOR 3 months + 2,25 % - 125 000 Total principal amounts 828 750 435 500 Credit facilities agreement Elmera Group ASA entered into a new credit facilities agreement on 23 September 2024. The credit facilities agreement is facilitated by DNB Bank ASA, acting as the agent for a syndicate comprising DNB Bank, Danske Bank, Swedbank and Sparebanken Vest. Upon completing the new credit facilities agreement, the Group fully repaid the Term Loan and the Revolving Credit Facility. The new facilities agreement includes the following facilities; - a NOKt 850 000 term loan facility - a NOKt 5 200 000 revolving credit facility - a NOKt 2 000 000 guarantee facility The Term Loan - NOKt 850 000 The Group drew NOKt 850 000 upon the Term Loan Facility at commencement date for the purpose of reﬁnancing existing debt. The termination date of the loan is in September 2027, with an option to extend the termination date by two periods of twelve months. The Term Loan is to be repaid in quarterly repayments of 2,5 % of the original amount of the Term Loan, with the remainder being repaid in full on the termination date. The reference interest rate is NIBOR. The loan instalments of NOKt 85 000 that are due within the next twelve months are reported as short term interest-bearing debt in the statement of ﬁnancial position. The Revolving Credit Facility - NOKt 5 200 000 The undrawn Revolving Credit Facility is available up until one month before the termination date. The termination date is in September 2027, with an option to extend the termination date by two periods of twelve months. Any repaid drawings on the facility are available for re-drawing. Part of the Revolving Credit Facility can be carved out as ancillary facility. The Group has carved out an overdraft facility of NOKt 1 500 000, see section below. As of 31 December 2024, the Group has not drawn upon the remaining Revolving Credit Facility. The Overdraft Facility - NOKt 1 500 000 The Group has carved out an Overdraft Facility from the Revolving Credit Facility, which is available one year from the agreement date in September 2024. The Overdraft Facility will be renewed for another year unless the Group requests otherwise. At 31 December 2024 a total of NOKt 117 381 is drawn upon the Overdraft Facility. The Guarantee Facility - NOKt 2 000 000 The purpose of the Guarantee Facility is the issuance of guarantees and letters of credit for the general corporate and working capital purpose of the Group, here- under gurantees related to re-invoicing agreements with grid owners, property rental agreements etc. The termination date of the Guarantee Facility is in Septem- ber 2027, with an option to extend the termination date by two periods of twelve months. At 31 December 2024 guarantees of total NOKt 1 960 276 are issued under the Guarantee Facility. Security The Group’s trade receivables have been pledged as security for all credit facilities under the new facilities agreement. Transactions costs Transactions costs realted to the establishment of the new Term Loan Facility amount to a total of NOKt 4 053 and are recognised as part of amortised cost of the Term loan. Transaction costs related to the establishment of the Revolving Credit Facility and the Guarantee Facility amount to a total of NOKt 30 244 and are amor- tised on a straight line basis. The amortisation period runs from the date of the new credit facilities agreement until the termination date. Annual report 2024 193 6(b) Cash and cash equivalents Current assets NOK in thousands 2024 2023 Cash at bank and in hand 71 151 127 211 Total 71 151 127 211 The above ﬁgures equals the amount of cash shown in the statement of cash ﬂows at the end of the ﬁnancial year. Classiﬁcation as cash equivalents Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest. Elmera Group ASA is the group account holder in a group account system for bank deposits and bank overdrafts, where the subsidiaries in the Elmera Group holds sub accounts. The total net deposit or overdraft on all sub accounts in the group account system is presented net per currency as either cash and cash equivalents, or overdraft facilities in the statement of ﬁnancial position. Deposits and overdrafts of the sub account holders are included in receivables from group companies and liabilities to group companies in the statement of ﬁnancial positions. Restricted cash The company does not hold any restricted cash deposits at 31 December 2024. Part 4 – 4.5 Notes Elmera Group ASA Financial covenants Under the new Credit Facility Agreement, the following covenants apply: - The Drawn RCF Debt Percentage 1 does not exceed 80 per cent at any time; - Leverage 2 at all times is less than 2.00:1; and - Liquidity 3 at all times shall be at least NOK 500,000,000. The Group is in compliance with the covenants at the end of this reporting period. 1) Drawn RCF Debt Percentage is deﬁned as the Drawn RCF Debt as a percentage of the Adjusted Accounts Receivables at that time. Adjusted Accounts Receivables is deﬁned as Accounts Receivables and Accrued Receivables of the Group relating to electricity sales, deducted for loss provisions according to the Group’s procedures. VAT is added in the part of Accounts Receivables that have been delivered but not invoiced. 2) Leverage is deﬁned as the ratio of Total Long-Term Interest- Bearing Debt to Adjusted EBITDA. Adjusted EBITDA is deﬁned as reported EBITDA less any interest cost under the Revolving Facility and the Statkraft Agreement accrued during the Relevant Period. 3) Liquidity is deﬁned as the aggregate of any undrawn and available Revolving Facility Commitments and any Cash and Cash Equivalents. 6(a) Credit facilities Annual report 2024 194 Note 7 Financial risks The company classiﬁes the following catego- ries of ﬁnancial risks: • Climate risk • Market risk • Credit risk • Liquidity risk Climate risk In preparing Elmera Group ASA’s annual ﬁnan- cial statements, a comprehensive evaluation of climate-related risks was conducted to accurately reﬂect the company’s ﬁnancial position and outlook. The company is the holding company and ultimate parent in the Elmera Group and provides management ser- vices to subsidiaries and other companies in the Group. The Group’s core business is purchase, sales and portfolio management of electrical power to end users. Elmera Group ASA is therefore indirectly affected by the potential impacts of physical climate risks such as extreme weather events and shifts in climate patterns, as well as transition risks associated with the global move towards a low-carbon economy. The various aspects of climate risk men- tioned above have been assessed for their potential inﬂuence on the impairment con- siderations of the company’s investments in subsidiaries and revenues related to manage- ment services. It was concluded that, as of the current reporting period, climate-related risks do not have material effects on the company’s ﬁnancial statements. The Elmera Group’s ESG-report contains more information about climate risk and how these are managed. Market risk Market risk is the risk of losses arising from movements in market prices. The company is primarily exposed to the market risks of changes in interest rates. Market risk – interest rates The company’s exposure to interest rate risk arises from variable interest rate credit facil- ities and variable interest rate deposits and overdrafts within the group account system. Refer to note 6 for description of the Group’s credit facilities. The company has a term loan drawn upon the Group’s term loan facility. The net interest-bearing deposits and overdrafts of each of the group companies holding sub accounts in the group account system, are included in receivables on group companies and liabilities to group companies in the com- pany’s statement of ﬁnancial position. Credit risk Credit risk refers to the risk that a counter- party will default on its contractual obligations resulting in ﬁnancial loss to the company. As at 31 December 2024, the company’s maxi- mum exposure to credit risk without taking into account any collateral held or other credit enhancements, equals the carrying amount of the respective recognised ﬁnancial assets as stated in the statement of ﬁnancial position, see note 6. At year end 2024 the company’s only ﬁnancial assets are trade receivables, receivables on group companies and cash and cash equivalents. Receivables on group companies mainly represents receivables on those subsidiaries that have net overdrafts on their sub accounts in the group account system. Each member of the group account system is jointly and severally liable for any overdraft liabilities. Liquidity risk The company manages liquidity risk by main- taining adequate cash reserves, bank over- draft facilities and reserve credit facilities, and by monitoring forecasts and actual cash ﬂows. The company has access to the group’s credit facilities (a term loan facility, a revolving credit facility, a guarantee facility, and an overdraft facility) which ensures access to additional cash reserves. Details of the group’s undrawn facilities are set out in note 6(a), Credit facilities. Liquidity risk table The following table details the company’s remaining contractual maturity for its ﬁnancial liabilities. The table has been drawn based on the undiscounted cash ﬂows of ﬁnancial liabil- ities based on the earliest date on which the company can be required to pay. The com- pany does not hold any derivative ﬁnancial liabilities at year end 2024. Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 195 Part 4 – 4.5 Notes Elmera Group ASA Contractual maturities of ﬁnancial liabilities 31 December 2024 NOK in thousands Less than 1 month 1-3 months 3 months to 1 year 1-5 years 5+ years Total Carrying amount Trade and other payables* 37 443 - - - - 37 443 37 443 Liabilities to group companies - - - - - - 567 781 Overdraft facilities - - 117 381 - - 117 381 117 381 Interest-bearing short term debt - 21 250 63 750 - - 85 000 85 000 Interest-bearing long term debt - - - 743 750 - 743 750 739 687 Leasing liabilities - 4 704 14 112 60 385 13 034 92 235 80 430 Total 37 443 25 954 195 243 804 135 13 034 1 075 809 1 636 664 * Ordinary trade and other payables are not interest-bearing. ** Liabilities to group companies are interest-bearing and includes liabilities to subsidiaries that have net deposits on their sub accounts in the group account sys- tem at year end. As there are no contractual maturities for deposits and liabilities within the group account system these amounts are not included in the table. *** Interest-bearing short term debt includes the amounts of the term loan that are due within the next 12 months. Note 7 Financial risks Annual report 2024 196 Note 8 Related party transactions Related parties include major shareholders, Board of Directors and key management. Transactions related to these groups are disclosed in note 14. Pricing of services and transactions between related parties are set on an arm’s length basis in a manner similar to transactions with unrelated third parties. The following transactions were carried out with related parties (NOK in thousands): Income from related parties (NOK in thousands) Related party Relation Purpose of transactions 2024 2023 Fjordkraft AS Subsidiary Dividend 175 000 168 000 Fjordkraft AS Subsidiary Group contribution 360 500 285 000 Elmera Industrial Ownership AS Subsidiary Dividend - 112 000 Fjordkraft AS Subsidiary Management, IT, and other services 231 174 162 463 TrøndelagKraft Subsidiary Management, IT, and other services 23 236 17 873 Allrate AS Subsidiary Management, IT, and other services 21 268 20 610 Steddi Payments AS Subsidiary Management, IT, and other services 3 186 14 162 Elmera Nordic AS Subsidiary Management, IT, and other services 1 647 4 629 Fjordkraft Mobil AS Subsidiary Management services 5 186 634 Gudbrandsdal Energi AS Subsidiary Management services 8 757 2 929 Switch Nordic Green AB Subsidiary Management, IT, and other services 5 501 - Other Subsidiaries Interest income cash pool 25 407 12 111 Expenses to related parties (NOK in thousands) Related party Relation Purpose of transactions 2024 2023 Fjordkraft AS Subsidiary Purchase of other services 156 1 022 Metzum AS* Associated company Purchase of other services 44 277 43 846 Atea AS* Other Purchase of products and other services 10 998 9 919 Telia Norge AS Other Purchase of products and other services 1 074 4 648 Other Subsidiaries Interest expense cash pool 29 073 17 398 Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 197 Note 8 Related party transactions Current receivables from related parties (NOK in thousands) Related party Relation 2024 2023 Fjordkraft AS Subsidiary 766 247 464 413 TrøndelagKraft AS Subsidiary 21 522 25 902 Allrate AS Subsidiary 3 868 24 362 Elmera Industrial Ownership AS Subsidiary 455 435 359 766 Steddi Payments AS Subsidiary 1 112 15 002 Elmera Nordic AS Subsidiary 135 374 6 426 Switch Nordic Green AB Subsidiary 5 501 - Fjordkraft Mobil AS Subsidiary 1 239 94 Gudbrandsdal Energi AS Subsidiary 4 282 2 929 Elmera Energy AS Subsidiary 25 980 - Current liabilities to related parties (NOK in thousands) Related party Relation 2024 2023 Fjordkraft AS Subsidiary 93 567 271 091 TrøndelagKraft AS Subsidiary 265 224 403 523 Allrate AS Subsidiary 12 424 32 757 Steddi Payments AS Subsidiary 63 549 20 604 Energismart Norge AS Subsidiary 3 3 Elmera Nordic AS Subsidiary - 6 542 Gudbrandsdal Energi AS Subsidiary 61 966 33 370 Elmera Energy AS Subsidiary 8 942 - Switch Nordic Green AB Subsidiary 71 049 - Metzum AS* Associated company - 6 836 Atea AS* Other 3 512 1 875 Telia Norge AS Other 102 - * Includes liabilities in group account system, refer note 6. ** The chairman of the Board of Directors in Elmera Group ASA is the CEO of Atea ASA. *** Telia Norge AS is part of the Telia Company group, which is a major shareholder (non-controlling interest) in Fjordkraft Mobil AS. The Group divested its shares in Metzum AS on December 17, 2024. The transactions presented above are reported up to this date. Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 198 Note 9 Investments in subsidiaries NOK in thousands Location Ownership/ voting right Equity year end 2024 (100%) Proﬁt or loss 2024 (100%) Book value Fjordkraft AS Bergen, Norway 100 % 729 292 573 180 1 636 984 Elmera Industrial Ownership AS Bergen, Norway 100 % 557 672 151 740 648 322 Elmera Energy AS Bergen, Norway 100 % 189 (473) 80 Book value at 31 December 2024 2 285 387 The board of directors in Fjordkraft AS has approved a dividend of NOKt 175 000 and group contribution of NOKt 360 500. The total of NOKt 535 500 have been recognised as income from investments in subsidiaries in proﬁt or loss for 2024. Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 199 Note 10 Pension liabilities Description of pension schemes Elmera Group’s pension schemes have been established in accordance with local laws, and include both deﬁned contribution plans and deﬁned beneﬁt plans. The pension schemes offered in the Norwegian companies in the Group are in line with the Act on Mandatory Occupational Pensions (Lov om obligatorisk tjenestepensjon). Deﬁned beneﬁt plans Deﬁned beneﬁt plans entitles members to deﬁned future beneﬁts. These are mainly dependent on the number of years of ser- vice, the salary level at retirement age and the size of beneﬁts paid by the national insur- ance. Liabilities in deﬁned beneﬁt plans that are funded are covered through an insurance company. The liability or asset recognised in the con- solidated statement of ﬁnancial position in respect of a deﬁned beneﬁt pension plan is the present value of the deﬁned beneﬁt obligation at the end of the reporting period, less the fair value of plan assets if the plan is funded. The deﬁned beneﬁt obligation is cal- culated annually by independent actuaries. Deﬁned contribution plans Deﬁned contribution plans are post-employ- ment beneﬁt plans under which an entity pays ﬁxed deﬁned contributions into a separate entity (a fund). Pension schemes in Elmera Group ASA Until the end of 2019 the group companies had a single pension scheme covering all employ- ees. As of 1.1.2020 all Group employees born in 1963 and later was transferred to a deﬁned contribution pension scheme. Employees born before 1963 maintained their mem- bership in deﬁned beneﬁt pension scheme, which at the same time was closed for new members. Members who were enrolled in the deﬁned contribution pension plan received a paid-up policy for earned entitlements for the time they have earned rights in the deﬁned beneﬁt pension scheme if they had at least three years of service. At the beginning of 2022 Elmera Group ASA had 3 employees. Between 2022 and 2024, a total of 131 employees were transferred from the subsidiary Fjordkraft AS to Elmera Group ASA as part of a transfer of business. Fjordkraft AS’ deﬁned beneﬁt plan liabilities related to the transferred employees were transferred to Elmera Group ASA as part of the transfer of business. The employees’ right to con- tinue earning pensions in accordance with the Group’s pension schemes is continued in Elmera Group ASA. Deﬁned contribution plan At the end of 2024 Elmera Group ASA has a deﬁned contribution pension scheme cover- ing a total of 150 active members and 1 pen- sioner. The contribution rates for the deﬁned contribution plan are set to 5 per cent of sal- aries between 0 and 7,1 times G (where G is the National Insurance scheme basic amount, NOKt 124,028 in 2024), and 15 per cent of sal- aries between 7,1 and 12 times G. The deﬁned-contribution pension scheme also includes disability pension, spouse’s pen- sion and children’s pension. In addition, Elmera has chosen to introduce the contractual pen- sion agreement (CPA) scheme for private sec- tor for those members who are enrolled in the deﬁned contribution pension scheme. The agreement entitles members to beneﬁts from the age of 62 until they are eligible for a national insurance pension when reaching the age of 67. In addition to the above mentioned deﬁned contribution plan (and if applicable the deﬁned beneﬁt pension plan described below), Senior Management are members of a deﬁned contribution plan, entitling them to additional annual contribution for salary exceeding 12 G. Deﬁned beneﬁt plans At the end of 2024 the deﬁned beneﬁt pension scheme covers 3 active members, 2 pensioner and 52 deferred vested members. This deﬁned beneﬁt pension scheme includes retirement pension, contractual pension agreement (CPA), disability pension, spouse’s pension and children’s pension. The scheme complies largely with the regulations enshrined in the Act on the Government Pension Fund. The liabilities are covered through the insurance company BKK Pensjonskasse. The contractual pension agreement (CPA) for members of the deﬁned beneﬁt scheme had 0 active members and 0 pensioners. The agreement entitles staff to beneﬁts from the age of 62 until they are eligible for a national insurance pension when reaching the age of 67. The CPA is an unfunded pension plan. For those members who were transferred from the deﬁned beneﬁt scheme to the new deﬁned contribution pension scheme at the beginning of 2020, an additional deﬁned beneﬁt plan was established to provide sup- plementary retirement pension to employees with a long employment time and a high age whom had their expected retirement pension reduced when being transferred out of the deﬁned beneﬁt scheme. This plan aims to counteract some of the effects that the intro- duction of life expectancy adjustment has had for public occupational pension schemes. The scheme applies to a closed group of employ- ees. The supplementary allowance was set with ﬁnal effect at the end of 2019, and the supplement constitutes a ﬁxed percentage of the individual’s pension basis up to the age of 66 years. This scheme will only provide ben- eﬁts if the employees are at least 67 years old at retirement. The scheme covers a total of 14 active members and 0 pensioners in Elmera Group ASA at the end of 2024. Risk exposure Through its deﬁned beneﬁt occupational pen- sion plans, the company is exposed to a num- ber of risks, the most signiﬁcant are detailed below. Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 200 Asset volatility; The plan liabilities are calculated using a discount rate set with reference to covered bonds (“Obligasjoner med fortrinnsrett”); if plan assets underperform this yield, this will create a deﬁcit. All plans hold a signiﬁcant portion of investments in equity instruments, which are expected to outperform corporate bonds in the long-term while providing vola- tility and risk in the short-term. As the plans mature, the company intends to reduce the level of investment risk by investing more in assets that better match the liabilities. Note 10 Pension liabilities Changes in bond yields; A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plan’s bond holdings. Inﬂation risk; Some of the company’s pension obligations are linked to salary inﬂation, and higher inﬂa- tion will lead to higher liabilities (although in most cases, caps on the level of inﬂationary increases are in place to protect the plan against extreme inﬂation). The majority of the plan’s assets are either unaffected by or Amounts recognised in statement of ﬁnancial position 2024 31 December 2024 31 December 2023 NOK in thousands Present value of funded obligations 71 483 65 522 Fair value of plan assets 83 889 73 206 Deﬁcit for funded plans (12 406) (7 684) Present value of unfunded obligations 46 274 7 441 Total deﬁcit of deﬁned beneﬁt pension plans 33 868 (244) Other employee beneﬁt obligations 8 048 4 569 Employee beneﬁt obligations recognised in Statement of ﬁnancial position 41 916 4 326 loosely correlated with inﬂation, meaning that an increase in inﬂation will also increase the deﬁcit. Life expectancy; The majority of the plan’s obligations are to provide beneﬁts for the life of the member, so increases in life expectancy will result in an increase in the plan’s liabilities. At the end of this note, a table showing sen- sitivity analysis of the most signiﬁcant assump- tions is enclosed. Change in deﬁned beneﬁt obligation NOK in thousands Present value of funded obligation Fair value of plan assets Total, Funded obligations, net of plan Present value of non-funded obligation Total, net At 1 January 2024 65 522 73 207 (7 686) 7 440 (245) Accrued pension entitlement for the year 349 - 349 455 804 Payroll tax (PT) 49 - 49 64 113 Interest expense (income) 2 711 - 2 711 309 3 020 Return on plan assets - 3 030 (3 030) - (3 030) Actuarial gains and losses 4 067 6 790 (2 723) 10 907 8 184 Beneﬁts paid (960) (960) - - - Contribution - 2 077 (2 077) - (2 077) Settlement (gain) / loss recognised - - - 27 099 27 099 Payroll tax of contribution (255) (255) - - - At 31 December 2024 71 483 83 889 (12 406) 46 274 33 868 Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 201 Note 10 Pension liabilities Amounts recognised in Statement of proﬁt or loss 2024 Funded obligations Non-funded obligations Total NOK in thousands Accrued pension entitlement for the year 349 455 804 Payroll tax (PT) 49 64 113 Net interest expense / (income) 2 711 309 3 020 Expected return on plan assets (3 030) - (3 030) Settlement (gain) / loss recognised - - - Pension expenses deﬁned beneﬁt pension schemes 79 828 907 Pension expenses deﬁned contribution pension scheme 14 048 Total amount recognised in proﬁt or loss 14 955 Actuarial gains and losses recognised directly in Other comprehensive income (OCI) NOK in thousands 2024 2023 Net actuarial gains/(losses) recognised in OCI during the year (8 184) 15 246 Tax effects of actuarial gains/(losses) recognised in OCI (1 800) 3 354 Signiﬁcant actuarial assumptions Discount rate 3,95 % 4,15 % Salary growth rate 2,50 % 2,50 % Expected growth in base social security amount (G) 3,25 % 3,50 % Estimated return on plan assets 3,95 % 4,15 % Pension growth rate 2,80 % 2,90 % CPA withdrawal 25% when 62 yrs 25% when 62 yrs Demographic assumptions K2013BE K2013BE Voluntary retirement Before 45 yrs - 4,5% Before 45 yrs - 4,5% 45 yrs - 60 yrs - 2,0% 45 yrs - 60 yrs - 2,0% After 60 yrs - 0% After 60 yrs - 0% * K2013BE is the insurance companies’ present best estimate based on The Financial Supervisory Authority of Norway’s mortality table K2013 and Statistics Norway’s present population projection. Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 202 Note 10 Pension Liabilities Pension asset comprise Pension assets are invested in bonds and money-market placements issued by the Norwegian government, Norwegian municipalities, ﬁnancial institutions and en- terprises. Foreign currency bonds are hedged. Investments are made in both Norwegian and foreign shares. Any estimate deviation is distributed pro-rata between the individual asset categories. At 31 December 2024 the plan assets were invested as follows: Level 1 Level 2 Level 3 NOK in thousands Exchange listed prices Observable prices Non-observable prices Total %-share Equity instruments 11 707 11 226 9 256 32 190 38% Interest bearing instruments 2 254 49 445 - 51 699 62% Total investments 13 961 60 671 9 256 83 889 100 % Sensitivity of pension liabilities to changes in the weighted ﬁnancial assumptions are: Change in pension cost Change in employee deﬁned beneﬁt liabilities NOK in thousands 1,00 % -1,00 % 1,00 % -1,00 % Discount rate (778) 997 (20 188) 26 437 Salary growth rate 358 (327) 3 681 (3 358) Expected growth in base social security amount (G) 596 (501) 22 291 (17 551) Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 203 Note 11 Intangible assets Non-current intangible assets 2024 Software and development projects Construction in progress Total non- current intangi- ble assets NOK in thousands Accumulated cost 1 January 2024 446 387 832 Additions - Purchase - 29 847 29 847 Additions - Internally generated 1 969 1 589 3 558 Transferred from construction in progress 13 106 (13 106) - Government grants - (495) (495) Accumulated cost 31 December 2024 15 521 18 220 33 742 Accumulated depreciation 1 January 2024 (446) - (446) Depreciation for the year (181) - (181) Accumulated depreciation 31 December 2024 (627) - (627) Carrying amount 31 December 2024 14 894 18 220 33 115 Useful life 3 years Depreciation method Straight line Non-current intangible assets 2023 Software and development projects Construction in progress Total non- current intangi- ble assets Accumulated cost 1 January 2023 446 - 446 Additions - Purchase - 387 387 Accumulated cost 31 December 2023 446 387 832 Accumulated depreciation 1 January 2023 (446) - (446) Depreciation for the year - - - Accumulated depreciation 31 December 2023 (446) - (446) Carrying amount 31 December 2023 - 387 387 Useful life 3 years Depreciation method Straight line Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 204 Research and development Development projects focus on preparing the company for future changes in the framework conditions, streamlining processes and future growth. The work mainly concerns customer-related system projects. Of total R&D expenditure of NOKt 39 967, NOKt 15 828 has been expensed as other operating expenses and NOKt 24 138 has been recognised as R&D assets. It is expected that future earnings of ongoing R&D will correspond to expenses incurred. Government grants Elmera Group ASA has been awarded two government grants (SkatteFUNN) in 2024 which are carried forward in 2025. One of the grants relates to a project regarding development of a plattform for local power production, storage and distribution. The other grant relates to a project regarding development of fully automatic multi-load management in the private market. The total grants of NOK 807 thousand will be booked as a reduction of the cost price of the related assets when approved. Note 11 Intangible assets Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 205 Note 12 Share capital and shareholder information Shareholders at 31 December 2024 Number of shares Nominal value per share Nominal value Voting rights Ownership Folketrygdfondet 10 156 341 0,30 3 046 902 9,31 % 8,88 % Gudbrandsdal Energi Holding AS 7 682 161 0,30 2 304 648 7,04 % 6,72 % Verdipapirfondet Alfred Berg Gambak 4 596 010 0,30 1 378 803 4,21 % 4,02 % Vpf DNB Am Norske Aksjer 4 262 927 0,30 1 278 878 3,91 % 3,73 % Verdipapirfondet DNB SMB 3 593 322 0,30 1 077 997 3,29 % 3,14 % J.P. Morgan SE 3 539 181 0,30 1 061 754 3,24 % 3,09 % Verdipapirfondet Holberg Norge 3 400 000 0,30 1 020 000 3,12 % 2,97 % Landkreditt Utbytte 2 745 000 0,30 823 500 2,52 % 2,40 % Verdipapirfondet Sparebank 1 Utbytte 2 341 902 0,30 702 571 2,15 % 2,05 % J.P. Morgan SE 2 286 552 0,30 685 966 2,10 % 2,00 % Verdipapirfondet Storebrand Norge 2 114 441 0,30 634 332 1,94 % 1,85 % HSBC Bank PLC 1 968 946 0,30 590 684 1,80 % 1,72 % Fjarde AP-Fonden 1 900 000 0,30 570 000 1,74 % 1,66 % Varde Norge AS 1 815 000 0,30 544 500 1,66 % 1,59 % VJ Invest AS 1 789 431 0,30 536 829 1,64 % 1,56 % Verdipapirfondet Sparebank 1 Norge Verdi 1 678 424 0,30 503 527 1,54 % 1,47 % Vevlen Gård AS 1 450 000 0,30 435 000 1,33 % 1,27 % Catilina Invest AS 1 414 483 0,30 424 345 1,30 % 1,24 % Verdipapirfondet KLP AksjeNorge 1 215 476 0,30 364 643 1,11 % 1,06 % The Bank of New York Mellon SA/NV 1 128 568 0,30 338 570 1,03 % 0,99 % Others 48 037 614 0,30 14 411 284 44,02 % 42,01 % Total outstanding shares 109 115 779 32 734 734 100 % 95 % Treasury shares 5 236 021 0,30 1 570 806 0,00 % 4,58 % Total shares in issue 114 351 800 34 305 540 100 % 100 % Share capital and share premium Share capital Share premium Total NOK in thousands 31 December 2024 32 735 1 570 810 1 603 544 31 December 2023 32 601 1 570 810 1 603 411 Fully paid ordinary shares which have a par value of NOK 0.30 carry one vote per share and carry a right to dividends (except for treasury shares). All outstanding shares have equal voting rights and the right to receive dividend. Treasury shares In the second quarter of 2022 the Group initiated a share buyback program where a total of 5 717 590 shares were purchased, corresponding to 5 % of the share capital, for a total amount of NOKt 132 827. The program’s purpose is to: (i) fulﬁl obligations arising as a result of the Group’s share option program, and (ii) to redeem (i.e. cancel) shares by way of a share capital decrease in the Company, subject to approval from the general meeting. In 2024 a total of 444 168 treasury shares, corresponding to 0,39 % of the share capital, have been sold for a total amount of NOKt 8 467. The sales were initiated to fulﬁll obligations arising from the Group’s share option program, and fees paid in shares to board members. Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 206 Note 12 Share capital and shareholder information Part 4 – 4.5 Notes Elmera Group ASA Shares and options owned/controlled by members of the Board of Directors, CEO and other members of the Executive Management (including related parties): 31 December 2024 Number of shares Number of options Rolf Barmen (President and Chief Executive Ofﬁcer (CEO)) 80 052 210 000 Henning Nordgulen (Executive Vice President (EVP) Finance (CFO)) 60 000 50 000 Roger Finnanger (Executive Vice President (EVP) Business) 3 378 140 000 Arnstein Flaskerud (Executive Vice President (EVP) Strategy, Innovation, Sustainability and M&A) 50 760 140 000 Solfrid K. Aase (Executive Vice President (EVP) Alliance) 11 156 120 000 Solfrid Fluge Andersen (Executive Vice President (EVP) Power markets and energy supply) 5 171 120 000 Per Heiberg-Andersen (Executive Vice President (EVP) Nordic) 5 000 113 334 Magnar Øyhovden (Chief Executive Ofﬁcer (CEO), Fjordkraft AS) 54 600 60 000 Jeanne K. Tjomsland (Executive Vice President (EVP) People, Culture and Communications) 26 028 96 667 Kari Marvik (Executive Vice President (EVP) IT (CIO)) - 30 000 Steinar Sønsteby (Chair of the Board) 20 599 - Live Bertha Haukvik (Member of the board) 8 293 - Heidi Theresa Ose (Member of the board) 4 458 - Per Oluf Solbraa (Member of the board) 5 361 - Anne Marit Steen (Member of the board) 7 958 - Frank Økland (Member of the board, Employee representative) 1 533 - Magnhild Uglem (Member of the board, Employee representative) 1 645 - Stian Madsen (Member of the board, Employee representative) 3 293 - Lisbet Nærø (Chair of the Nomination committee) - - Atle Kvamme (Member of the Nomination committee) - - Brede Selseng (Member of the Nomination committee) - - Total 349 285 1 080 001 Terms and details for the management option program are outlined in note 16. Note 13 Other current liabilities NOK in thousands 2024 2023 Accrued expenses 1 243 3 965 Payroll liabilities 47 922 21 763 Total other current liabilities 49 165 25 728 Annual report 2024 207 Note 14 Remuneration to the Executive management and Board of Directors Part 4 – 4.5 Notes Elmera Group ASA Executive management 2024: NOK in thousands Salary Bonus Other beneﬁts Pension costs Total remunera- tion Rolf Barmen (President and Chief Executive Ofﬁcer (CEO)) 3 705 1485 150 795 6 135 Henning Nordgulen (Executive Vice President (EVP) Finance (CFO)) 2 807 330 150 365 3 653 Roger Finnanger (Executive Vice President (EVP) Business) 1 955 295 120 220 2 590 Arnstein Flaskerud (Executive Vice President (EVP) Strategy, Innovation, Sustainability and M&A) 2 092 283 120 347 2 842 Solfrid K. Aase (Executive Vice President (EVP) Alliance) 1 743 251 100 275 2 369 Solfrid Fluge Andersen (Executive Vice President (EVP) Power markets and energy supply) 1 870 258 100 206 2 434 Per Heiberg-Andersen (Executive Vice President (EVP) Nordic) 1 755 220 100 185 2 260 Magnar Øyhovden (Chief Executive Ofﬁcer (CEO), Fjordkraft AS) 2 659 366 150 333 3 507 Jeanne K. Tjomsland (Executive Vice President (EVP) People, Culture and Communications) 1 917 54 120 322 2 414 Kari Marvik (Executive Vice President (EVP) IT (CIO)) 1 738 69 100 181 2 088 Total remuneration executive management 2024 22 241 3 611 1 210 3 229 30 292 In 2024 the CEO received a bonus of NOKt 1 485 based on the Group’s performance in 2023. In 2024 the Board of Directors have awarded the CEO a bonus of NOKt 1 500 based on the Group’s performance in 2024, which will be paid in 2025. Executive management 2023: NOK in thousands Salary Bonus Other beneﬁts Pension costs Total remunera- tion Rolf Barmen (President and Chief Executive Ofﬁcer (CEO)) 3 477 375 150 774 4 776 Henning Nordgulen (Executive Vice President (EVP) Finance (CFO)) 2 693 12 150 360 3 215 Roger Finnanger (Executive Vice President (EVP) Business) 1 836 47 110 211 2 204 Arnstein Flaskerud (Executive Vice President (EVP) Strategy, Innovation, Sustainability and M&A) 2 007 47 120 324 2 498 Solfrid K. Aase (Executive Vice President (EVP) Alliance) 1 672 47 100 265 2 084 Solfrid Fluge Andersen (Executive Vice President (EVP) Power markets and energy supply) 1) 1 785 47 100 198 2 130 Per Heiberg-Andersen (Executive Vice President (EVP) Nordic) 1 672 47 100 178 1 997 Magnar Øyhovden (Chief Executive Ofﬁcer (CEO), Fjordkraft AS) 2 550 70 150 298 3 068 Jeanne K. Tjomsland (Executive Vice President (EVP) People, Culture and Communications) 2) 156 - 10 28 194 Kari Marvik (Executive Vice President (EVP) IT (CIO)) 3) 142 - 8 9 159 Marius Sveipe (Chief Executive Ofﬁcer (CEO), Gudbrandsdal Energi AS) 4) 467 95 - 56 618 Total remuneration executive management 2023 18 457 787 998 2 701 22 943 In 2023 the CEO received a bonus of NOKt 375 based on the Group’s performance in 2022. In 2023 the Board of Directors have awarded the CEO a bonus of NOKt 1 485 based on the Group’s performance in 2023, which will be paid in 2024. 1) Executive Vice President (EVP) Operations until 30 November 2023 and Executive Vice President (EVP) Power markets and energy supply from 1 December 2023 2) From 1 December 2023 3) From 1 December 2023 4) From 1 August 2022 until 31 May 2023 Remuneration included in the tables is valid for the period from/to the dates stated above. Annual report 2024 208 Note 14 Remuneration to the Executive management and Board of Directorsw The members of the Board of Directors have received the following remuneration during the year ended 31 December 2024: NOK in thousands Fee Fee in shares Total remuneration Steinar Sønsteby (Chair of the Board) 572 64 635 Live Bertha Haukvik (Member of the board) 421 47 468 Heidi Theresa Ose (Member of the board) 378 42 420 Per Oluf Solbraa (Member of the board) 327 36 364 Anne Marit Steen (Member of the board) 378 42 420 Frank Økland (Member of the board, Employee representative) 113 13 126 Magnhild Uglem (Member of the board, Employee representative) 113 13 126 Stian Madsen (Member of the board, Employee representative) 113 13 126 Lisbet Nærø (Chair of the Nomination committee) 57 - 57 Atle Kvamme (Member of the Nomination committee) 35 - 35 Brede Selseng (Member of the Nomination committee) 35 - 35 Total remuneration Board of directors 2 542 269 2 811 Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 209 Note 14 Remuneration to the Executive management and Board of Directorsw Part 4 – 4.5 Notes Elmera Group ASA The members of the Board of Directors have received the following remuneration during the year ended 31 December 2023: NOK in thousands Fee Fee in shares Total remu- neration Steinar Sønsteby (Chair of the Board) 550 55 605 Live Bertha Haukvik (Member of the board) 405 41 446 Heidi Theresa Ose (Member of the board) 364 36 400 Per Oluf Solbraa (Member of the board) 315 32 347 Anne Marit Steen (Member of the board 1) 364 36 400 Frank Økland (Member of the board, Employee representative) 109 11 120 Magnhild Uglem (Member of the board, Employee representative 2) 109 11 120 Stian Madsen (Member of the board, Employee representative 3) 109 11 120 Tone Wille (Member of the board 4)) 101 - 101 Elisabeth Norberg (Member of the board, Employee representative 5)) 49 - 49 Marianne Unhjem (Member of the board, Employee representative 6)) 45 - 45 Lisbet Nærø (Chair of the Nomination committee) 54 - 54 Atle Kvamme (Member of the Nomination committee 10 - 10 Ragnhild Stolt-Nielsen (Member of the Nomination committee 7) 10 - 10 Brede Selseng (Member of the Nomination committee 8)) 23 - 23 Total remuneration Board of directors 2 617 233 2 850 There are no additional bonus agreements or agreement of similar proﬁt sharing with the CEO or Chairman of the board. The rest of the executive management is also included in the Group’s performance bonus scheme. If the company chooses to terminate the employment, the CEO is entitled to 12 months severance pay after the expiry of the ordinary notice period, which is 6 months. The Group discontinued the loan scheme for personnel loans in 2023. The Group’s executive management had no outstanding personnel loans at year end in 2023. The CEO and Group management is included in the current pension plan for the Group - see note 10. 1) From 26 April 2023 2) From 14 June 2023 3) From 14 June 2023 4) Until 23 April 2023 5) Until 13 June 2023 6) Until 31 May 2023 7) Until 26 April 2023 8) From 26 April 2023 Annual report 2024 210 Note 14 Remuneration to the Executive management and Board of Directors Part 4 – 4.5 Notes Elmera Group ASA The Board of Director’s guidelines for remuneration to directors in accordance with Section 6-16a of the Norwegian Public Limited Liability Companies Act These guidelines have been prepared by the Board of Directors of Elmera Group ASA (“Elmera” or the “Company”) in accordance with the Norwegian Public Limited Liability Companies Act Section 6-16a and related reg- ulations. The guidelines was approved by the Company’s annual general meeting in 2021 and shall apply until the Company’s annual general meeting in 2025, unless amended or replaced earlier. The guidelines apply for the following (jointly referred to as “directors”): the execu- tive management, (ii) employee elected board members, (iii) the CEO and (iv) other leading employees deﬁned as key employees. Remuneration to persons mentioned in (ii) are regulated by “Remuneration to employee elected board members”. Purpose and general principles for remuneration The main principle of the Companys guide- lines for remuneration, is that the directors shall receive a competitive salary, including a result-based salary tied to the business results and shareholder value to ensure the desired competence and director incentives. Remuneration is an important instrument in order to harmonise the interests of the Company and its directors. The Company’s remuneration principles are designed to ensure that the Company is able to attract and keep qualiﬁed directors, without being a wage leader in the relevant business sector, and without the variable wage element con- stituting such a large proportion of the total wage compensation that it can give unfortu- nate incentives and short-termism. The remuneration shall generally stimulate to goal achievements and good risk man- agement, counteract excessive risk-taking, and contribute to avoid conﬂict of interests. The remuneration shall be in line with the Companys long term interests and economic ﬁnancial sustainability. In general, the remu- neration shall be equal for male and female employees for equal work or work of equal value. The Company conducts annual reviews of the practice of the remuneration princi- ples, and the Companys written report (the “Remuneration Report”) is reviewed by inde- pendent control functions. Elements of remuneration Remuneration includes all beneﬁts a person receives by virtue of his/her position as a lead- ing person in the Company. This includes base salary, bonuses, allotment of shares, warrants, options and other forms of remuneration related to shares or the development of the share price in the company, pension schemes, early retirement schemes, and all forms of other variable elements in the remuneration, or special beneﬁts that are in addition to the basic salary. Principles for ﬁxed salary Fixed cash salary allows the Company to attract and recruit directors that are necessary for the long term proﬁtability and sustainability of the Company. It is the Company’s policy that base salaries shall reﬂect the individual’s position and degree of responsibility. The size of the ﬁxed cash salary shall be in line with market conditions, be competitive with com- parable businesses within the industry, and shall take into account inter alia the scope and responsibility associated with the position, as well as the skills, experience, and performance of each director. The ﬁxed cash salaries have no maximum levels. For directors, the base salary constitutes the most signiﬁcant part of the remuneration. Principles for variable cash salary Variable cash salary (i.e. cash bonuses) shall be based on a set of predetermined and measur- able performance criteria that reﬂect the key drivers for pursuing the Company’s business strategy, longterm interests, and sustainable business practices. Principles for pension beneﬁts Directors pension arrangements shall gen- erally follow the arrangements established for the employees in Elmera Group ASA and Fjordkraft AS. Pension beneﬁts shall be based on local practices and applicable law. More information concerning pension is included in note 10 of the annual account. Principles for non-ﬁnancial beneﬁts Non-ﬁnancial beneﬁts shall be based on mar- ket terms and shall facilitate the duties of the executive management. The Company aims to have sufﬁciently competitive salary and incen- Annual report 2024 211 Note 14 Remuneration to the Executive management and Board of Directors Part 4 – 4.5 Notes Elmera Group ASA tive programs to minimise additional non-ﬁ- nancial beneﬁts, and such shall generally be offered only to the extent they are in line with generally accepted customs locally. The executive management may receive certain limited beneﬁts in kind, including company car/car arrangement, telephone, internet access, and magasine/newspaper subscriptions. Purchase of shares The management may participate in any Company employee share purchase plans or similar plans on substantially on the same terms as all employees. Share-based incentive programs Share-based payments, settled in shares or cash, are used as part of the Company’s incentive schemes. In the view of the Board of Directors, attractive share-based long-term incentive programs is an important part of the total compensation for the executive manage- ment, and which may be necessary to allow the Company to retain and hire the talent it needs for further growth. The executive management and key per- sonnel shall be concerned with the value development for the Companys sharehold- ers. A share option program may bind the key employees to the Company and may also contribute to a more cautious wage growth in the years to come. The following speciﬁc limitations apply for granting of share options in the Company: (i) as a main rule, share options may not be redeemed before three years have elapsed, (ii) the maximum amount of share options signed in a given year shall not exceed 0.6 percent of the Companys outstanding shares, (iii) the exercise price for share options shall be set at market price at the time of allotment, (iv), the exercise price shall be adjusted for dividend paid before redemption, (v) the share options have a cap on gains of three times the exer- cise price (before adjustments for dividend payments). The options can be settled by the Company in cash if the share price exceeds the cap set out in (v), and if so, based on the gain of such cap, which constitutes the limit of maximum potential gain. Employment agreements The CEO and executive management have six month notice periods. The CEO is entitled to a severance pay in case of termination of employment by the Company for a period of 12 months after expiry of the ordinary notice period. During employment and for 12 months after expiry of the notice period (or from the time of dis- missal), the CEO is bound by the provisions on non-competition and recruiting the Company’s customers and employees in accordance with the provisions in chapter 14A of the Working Environment Act of 2005. Remuneration to employee elected board members The level of remuneration to employee elected board members for their role as board members is proposed by the Remuneration Committee and is handled further by the Nomination Committee which propose a remuneration to the general meeting. The determination of the remuneration takes into consideration the work load, compara- ble companies and the general wages in the Company. Deviations from these guidelines The Board of Directors may, on recommen- dation from the Remuneration Committee, in the circumstances described below resolve to deviate from any sections of these remu- neration guidelines: • upon change of the CEO; • upon material changes in Company’s organisation, ownership and/or business • upon material change in the Company’s strategy; • upon changes in or amendments to the relevant laws, rules, or regulations; • upon other exceptional circumstances where the deviation may be required to serve the long-term interests and sustain- ability of the Company as a whole or to assure its viability. Any deviation from these guidelines shall be reported in the Remuneration Report for the relevant year. The Board’s declaration on determining directors pay will be sent out or made availa- ble to the shareholders on the Company’s web site, together with notice of the annual general meeting of the Company and the Company’s annual report and accounts. Annual report 2024 212 The Company’s leasing activities In 2024, most of the ofﬁce lease agreements in the Elmera Group has been transferred from the subsidiaries in the Group to Elmera Group ASA. The ofﬁce leases have lease terms of 2-6 years. Some of the ofﬁce leases have extension options and these have been included in the calculation if the group is reasonably certain that they will be exercised. Amounts recognised in the balance sheet The balance sheet shows the following amounts relating to leases: NOK in thousands 2024 Non-current assets Right of use assets Property 78 752 Total 78 752 NOK in thousands 2024 Non-current liabilities Lease liability long term 61 967 Current liabilities Lease liability short term 18 463 Total 80 430 Additions to the right-of-use assets in 2024 were NOKt 90 959 Amounts recognised in the statement of proﬁt or loss The statement of proﬁt or loss shows the following amounts relating to leases: NOK in thousands 2024 Depreciation right-of-use assets Property 12 207 Total 12 207 Interest expense lease liability 3 132 Expenses relating to short-term leases 1 036 Expenses relating to leases of low-value 1 260 The total cash outﬂow for leases in 2024 was NOKt 13 662. Note 15 IFRS 16 Leases Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 213 Variable lease payments The Company has variable lease payments in its property lease agreements. Variable lease payments consists of annual adjustements to lease payments based on the Consumer Price Index. Extention and termination options Extension and termination options are included in a number of property and equipment leases. These are used to maximise operational ﬂexibility in terms of managing the assets used in operations. Maturity analysis The following table details the Company’s remaining contractual maturity for its leasing liabilities. The tables have been drawn based on the undiscounted cash ﬂows of instalments on leasing liabilities. Year ended 31 December 2024 Within 1 year Between 1 and 5 years More than 5 years Total Property 18 816 60 385 13 034 92 235 Total 18 816 60 385 13 034 92 235 Note 15 IFRS 16 Leases Part 4 – 4.5 Notes Elmera Group ASA Annual report 2024 214 Note 16 Option program Part 4 – 4.5 Notes Elmera Group ASA Type Options Grant Date 14 February 2024 Vesting conditions The options vest in one tranche with vesting 10th of February 2027 The Employee must remain an employee of the Company or an afﬁliated company at the end of the vesting period. Expiry date 20 February 2030 Exercise price (NOK) 28,7 Total number outstanding 400 000 Type Options Grant Date 14 February 2024 Measurement date 14 February 2024 Share price (NOK) 30,48 Lifetime (years) 2,99 Volatility 49,82% Risk-free interest rate 3,8% Fair Value (NOK) 9,1209 Elmera Group ASA established a management option program 10 December 2018. The option program was established to align management’s and shareholders’ incentives and to reduce turnover for key employees. In total 400 000 share options were issued to employees during 2024. *volume weighted average for options The fair value of the options was calculated using the Black-Scholes model. The model utilises certain information, such as the interest rate on a risk-free security maturing generally at the same time as the option being valued, and requires certain assumptions, such as the expected amount of time an option will be outstand- ing until it is exercised or it expires and the volatility associated with the price of the underlying shares of common stock, to calculate the fair value of stock options granted. The model also estimate the likelihood of performance fulﬁllment and takes this into account in the valuation. The expected volatility for options issued in 2024 is estimated at average of 49,82% where historical volatility is not available. Where historical volatility is available this is calculated using the Elmera Group ASA share price. Interest rates used are quoted Norwegian government bonds and bills retrieved from Norges Bank. The total carrying amount per 31 December 2024 is NOK 20 317 245, not including social security. Annual report 2024 215 Note 16 Option Program Part 4 – 4.5 Notes Elmera Group ASA 01.01.2024 - 31.12.2024 01.01.2023 - 31.12.2023 Shares Weighted Average Exercise Price (NOK) Shares Weighted Average Exercise Price (NOK) Outstanding at the beginning of period 1 932 336 34,14 1 710 000 38,92 Granted 400 000 28,70 372 334 16,83 Exercised (436 001) 18,80 (26 664) 19,30 Cancelled - - - - Forfeited (30 000) 38,17 - - Expired (6 666) 71,20 (110 000) 21,35 Adjusted quantity - - - - Modiﬁcation / Dividends - - (13 334) 72,70 Outstanding at the end of period 1 859 669 33,89 1 932 336 34,14 Vested outstanding 780 669 50,18 943 336 32,34 Vested and expected to vest 1 859 669 33,89 1 932 336 34,14 Intrinsic value of in-the-money outstanding at the end of the period 1 276 335 21 477 002 1 012 336 13 105 162 Intrinsic value vested outstanding at the end of the period 197 335 4 114 502 633 336 6 726 362 Outstanding instruments Vested outstanding Exercise price Outstanding per 31.12.2024 Weighted average re- maining Contractual Life Vested options per 31.12.2024 Weighted Average Exercise Price (NOK) 0,00 - 25,00 369 000 4,13 - - 25,00 - 30,00 400 000 5,14 - - 30,00 - 35,00 187 335 0,84 187 335 33,11 35,00 - 40,00 320 000 3,06 10 000 37,90 40,00 - 45,00 - - - - 45,00 - 50,00 - - - - 50,00 - 55,00 - - - - 55,00 - 60,00 - - - - 60,00 - 65,00 - - - - 65,00 - 70,00 270 000 2,12 270 000 68,00 70,00 - 313 334 2,95 313 334 78,18 Total 1 859 669 3,34 780 669 63,33 At 31 December 2024, the range of exercise prices and weighted average remaining contractual life of the options were as follows : The following table shows the changes in outstanding options in 2023 and 2024: Period activity: Annual report 2024 216 Note 17 Events after the reporting period The Board of Directors has in the Board Meeting on 12 February 2025 proposed a dividend to the shareholders of NOK 3.00 per share. The proposed dividend is subject to approval by the general meeting. There are no other signiﬁcant events after the reporting period that have not been reﬂected in the consolidated ﬁnancial statements. Part 4 – 4.5 Notes Elmera Group ASA 4.6 Auditor’s report Part 4 – 4.6 Auditor’s report 217 Annual report 2024 Annual report 2024 218 Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.no to learn more. © Deloitte AS Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282 Deloitte AS Lars Hilles gate 30 Postboks 6013 Postterminalen NO-5892 Bergen Norway Tel: +47 55 21 81 00 www.deloitte.no To the General Meeting of Elmera Group ASA INDEPENDENT AUDITOR’S REPORT Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Elmera Group ASA, which comprise: • The financial statements of the parent company Elmera Group ASA (the Company), which comprise the statement of financial position as at 31 December 2024, statement of comprehensive income (loss), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and • The consolidated financial statements of Elmera Group ASA and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit or loss, consolidated statement of comprehensive income (loss), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion: • the financial statements comply with applicable statutory requirements, • the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act section 3-9 and Finance Ministry’s prescribed regulations on simplified application of International Financial Reporting Standards (IFRS), and • the financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. The Company was publicly listed in March 2018. We have been the auditor of the Company since before the Company was listed. Subsequent to the listing, when including the year of listing, we have been the auditor of the Company for 7 consecutive years. page 2 Independent Auditor's Report - Elmera Group ASA Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Revenue recognition – electrical power delivered not invoiced Key audit matters How the matter was addressed in the audit A proportion of the final settlement of the Group’s sale of electrical power is made after the Group has finalised its annual financial statements. We refer to information in notes 1 and 4 to the consolidated financial statements. The revenue from electrical power delivered, but not invoiced is based on estimated delivery by product and price plans. Estimated volume is based on actual deliveries in the period, and there is judgment involved related to volumes and allocation of volumes to price plans. Due to the significance of the estimate, MNOK 1.530 (refer to note 4), this is considered a key audit matter. We have assessed the Group's process for estimating delivered not invoiced revenue, and the design and implementation of key controls. We have tested the estimated revenue from sale of electrical power by comparing the revenue recognised, by product type, to an expected revenue based on; • historical cost of power, • the historical correlation between cost of power and revenue, and • average product prices. Where the estimated revenue by product was significantly higher or lower than expected, we obtained further explanations and supporting documentations. In addition, we reviewed subsequent information on actual power supply and received true-up power settlements and evaluated the impact of the subsequent information on revenue. We have assessed the adequacy of the Group’s disclosures presented in note 1 (accounting principles) and 4 to the consolidated financial statements. Part 4 – 4.6 Auditor’s report Annual report 2024 219 page 3 Independent Auditor's Report - Elmera Group ASA Goodwill – Nordic Cash Generating Unit Key audit matters How the matter was addressed in the audit In addition to their annual assessment of the carrying value of goodwill, management continuously monitors both external and internal factors to determine if there are indicators that the goodwill may be impaired. Given the significance of the goodwill associated with the Nordic Cash Generating Unit (“CGU”) to the financial reporting, an impairment charge could have a material impact on the Group’s financial reporting. As of December 31, 2024, the carrying value of goodwill for the Nordic CGU is MNOK 324. We refer to details in note 1, 2 and 15 in the consolidated financial statements. When determining the value in use of the goodwill, Management applied a significant level of judgment when determining the assumptions used to calculate the value in use, especially regarding the expected future net revenue, the weighted average cost of capital and expected operating expenses. Given the significance of the carrying value of the goodwill to the financial statements combined with the level of judgment involved, performing the audit procedures to evaluate the reasonableness of management’s estimates and assumptions, such as the weighted average cost of capital, expected future revenue and future expected operating expenses applied in determining the recoverable amount of the goodwill, this required a high degree of auditor judgment and consequently we have assessed this to be a Key Audit Matter. In responding to the identified key audit matter, we completed, among others, the following audit procedures: • Obtained an understanding of relevant key controls related to management's assessment of Goodwill by assessing the design and implementation of key controls. • Evaluated management’s ability to accurately forecast future net revenue and operating expenses. • Assessed whether these assumptions were consistent with evidence obtained in other areas of the audit as well as internal communications to management and the Board of Directors. • With the assistance of our internal fair value specialists, we evaluated the reasonableness of the weighted average cost of capital by developing an independent range of reasonable rates and comparing this to the weighted average cost of capital as considered by management. We have also assessed the appropriateness of consolidated financial statement disclosures in relation to Goodwill as disclosed in Note 1, 2 and 15. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable legal requirements. Part 4 – 4.6 Auditor’s report page 4 Independent Auditor's Report - Elmera Group ASA Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Norwegian Accounting Act section 3-9 and Finance Ministry’s prescribed regulations on simplified application of International Financial Reporting Standards (IFRS) and for the preparation and true and fair view of the consolidated financial statements of the Group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's or the Group's internal control. • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Annual report 2024 220 Part 4 – 4.6 Auditor’s report page 5 Independent Auditor's Report - Elmera Group ASA We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on compliance with Regulation on European Single Electronic Format (ESEF) Opinion As part of the audit of the financial statements of Elmera Group ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name 2138006BSHJVCD9SR489-2024-12-31-en.zip, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements have been prepared, in all material respects, in accordance with the requirements of ESEF. Management’s Responsibilities Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to plan and perform procedures to obtain reasonable assurance about whether the financial statements included in the annual report have been prepared in compliance with the ESEF Regulation. As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial statements in human- readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Bergen, 04 April 2025 Deloitte AS Helge-Roald Johnsen State Authorised Public Accountant (electronically signed)

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