Nordic Financials ASA — Annual Report 2015

Apr 22, 2016

ANNUAL REPORT 2015

Aega ASA

Organization number 997410440

BOARD OF DIRECTORS' REPORT FOR 2015

Aega ASA (previously Nordic Financials ASA) is a Norwegian public limited liability company. The company was founded 28 September 2011 when the activity was demerged from Nordisk Finans Invest AS.

Activities

The business of the company was originally to make short term investment in primarily listed securities within the finance sector in the Nordic countries.

Following the cancelation of the company's investment management agreement in first quarter 2014, the Board of Directors has been managing the company's investments. The Board of Directors' objective, in the period following the cancellation of the management agreement, has been to realize assets, make dividend payments to the shareholders and identify a future strategy for the company.

On 20 January 2016 the company entered into a definitive agreement to purchase 100% of the shares in Aega Yieldco AS. Following the acquisition of Aega Yieldco AS, the business operated by Aega Yieldco AS will constitute the company's main activity. Aega Yieldco AS is a solar utility company that acquires and operates solar power plants. Aega Yieldco AS currently owns a portfolio of five individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 5MW. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), strictly with top level concessions that are evaluated by Aega Yieldco AS to be lower risk investments. Aega Yieldco AS targets to reach a total production capacity of 50MW within the next two years by taking advantage of the current attractive market for secondary solar parks meeting the strict investment criteria.

Following the acquisition, the company changed name to Aega ASA.

The company's offices are located in Oslo, and its shares are listed on Oslo Axess.

Financial summary

The financial statement for 2015 showed a loss of NOK 294 118 after tax, compared to a loss of NOK 4 194 263 for 2014. The loss in 2015 is mainly due to the shortcoming of revenues from the investment portfolio compared to the cost of operations. Revenues from the investment portfolio was NOK 724 070 in 2015, compared to a loss of NOK 2 190 616 for 2014. Total operating cost was NOK 858 188 in 2015 and NOK 1 611 707 in 2014. The main reason for the reduction in operating costs is that the termination of the investment management agreement led to substantial costs in 2014, and that the reduction of activities in the company led to lower administrative costs. In 2014 the company also reversed provisions for investment management and profit split of NOK 722 758.

At year end 2015 the company had financial investments valued at NOK 1 404 897. At the end of 2014 the company had no financial investments. Total assets were NOK 3 475 719 at year end 2015, compared to NOK 3 917 413 in 2014.

The company had no debt to financial institutions neither at the end of 2015 nor at the end of 2014. Cash and cash equivalents was NOK 899 864 at the end of 2015. compared to NOK 3 901 726 one year prior. The company's liquidity is deemed sufficient.

Total equity was NOK 3 148 237 at year end 2015, compared to NOK 3 442 355 one year earlier. No dividends were paid in 2015.

Comments to the investment portfolio

The company hold shares in the listed company Wilson ASA. In accordance with the Norwegian Public Companies Act, requiring a majority owner with more than 90% holding to offer to buy the remaining shares, the company has required that the majority owner of Wilson ASA to buy the remaining shares. The majority owner has confirmed that it is required to do so. However, there is a dispute when it comes to the valuation of the shares.

The company is of the opinion that the fair value is around NOK 22-23 per share, consistent with Wilson ASA's booked equity, while the offer from the majority owner was NOK 12 per share. Court proceedings were held in April 2016 and the court's ruling is expected in medio May. In the accounts, Aega ASA has used the value of NOK 12 per share.

The company's other remaining investment, a fixed income bond issued by Polarcus, was initially bought in anticipation of $\overline{a}$ restructuring of the issuer. This restructuring materialized itself in January 2016. The company received in February 2016 shares and a new bond in exchange for the bond bought in 2015.

The company will seek to exit both investments, as investing in financial securities no longer is the company's main activity.

Events after year-end

Aega Yieldco AS

On 20 January 2016 the company entered into a definitive agreement to purchase 100% of the shares in Aega Yieldco AS from the existing shareholders of Aega Yieldco AS for a consideration of approximately NOK 75.5 million with settlement in shares in the company valued at NOK 3.00 per share.

According to the resolutions passed at the extraordinary general meeting held on 18 January 2016, the company's share capital was increased by NOK 25 151 275 by issuing 25 151 275 new shares (the "Consideration Shares") subscribed by Aega Yieldco AS' shareholders. As a result of the subscription of the Consideration Shares, ownership of all outstanding shares in Aega Yieldco AS has been transferred to the company as contribution in kind.

After completion of the transaction the share capital of the company is NOK 27 360 295 divided into 27 360 295 shares, each with a par value of NOK 1.

Following the acquisition of Aega Yieldco AS, the business operated by Aega Yieldco AS constitutes the company's main activity. The company therefore resolved to change the name to Aega ASA.

Aega Yieldco AS is a solar utility company that acquires and operates solar power plants. Aega Yieldco AS currently owns a portfolio of five individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 5MW. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), strictly with top level concessions that are evaluated by Aega Yieldco AS to be lower risk investments. Aega Yieldco AS targets to reach a total production capacity of 50MW within the next two years by taking advantage of the current attractive market for secondary solar parks meeting the strict investment criteria.

Dividend

On 22 February 2016, an extraordinary general meeting resolved to distribute a dividend from share premium of NOK 0,0265 per share, in total NOK 725 048. The dividend was paid on 29^th February 2016.

Proxy to the Board - capital increase

On 22 February 2016, the general meeting resolved to provide a proxy allowing the Board of Directors to increase the share capital by maximum NOK 13 680 147. The proxy expires at the annual general meeting to be held during spring 2017, 30th June 2017 at the latest.

Proxy to the Board - repurchase of shares

On 22 February 2016, the general meeting resolved to provide a proxy allowing the Board of Directors to repurchase share capital by maximum NOK 2 736 029. The proxy allows for a purchase price between NOK 1 and NOK 20 per share. The proxy expires at the annual general meeting to be held during spring 2017, 30th June 2017 at the latest.

Outlook

Following the acquisition of Aega Yieldco AS, the company's main activity is investments in and operations of solar parks. Aega Yieldco AS currently owns a portfolio of five individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 5MW. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), strictly with top level concessions that are evaluated by Aega Yieldco AS to be lower risk investments. Aega Yieldco AS targets to reach a total production capacity of 50MW within the next two years by taking advantage of the current attractive market for secondary solar parks meeting the strict investment criteria.

Given the attractive long term cash flows from the solar parks, the company targets to establish itself as a predictable investment for investors seeking attractive dividends. The company intends to distribute most of the free cash flow from the solar parks as dividends on a quarterly basis.

Key risk factors

Financials risk

The Board of Directors has in 2015 managed the company's investments. The Board of Directors has monitored the valuation of the portfolio through monthly reports, and considered the market outlook, portfolio composition and risk diversification on an ongoing basis.

All investments in financial instruments represent a risk of loss up to the amount invested. Maximum potential loss is limited to fair value shown in the company's balance sheet. By year end 2015 the company held two investments in the portfolio.

Currency risk

The company has no commitments in foreign currency, but hold one financial instrument (fixed income bond) in USD valued at NOK 204 897 net of accrued interest

Credit risk

The company is exposed to credit risk through cash and cash equivalents, and other receivables. The company's banks are large Norwegian financial institutions, mainly DNB and Nordea. The risk of loss on cash and receivables is considered to be low.

The company holds one fixed income bond which constitutes a credit risk for the

company. The risk is limited to the fair value shown in the company's balance sheet.

Liquidity risk

Liquidity risk is the risk of the company not being able to meet its obligations. By year end 2015 the obligations where limited to costs of running operations. The company's liquidity risk is considered to be low.

Employees, anti-discrimination and environment

The company has no employees.

The administrative functions are outsourced to Vaagen Corporate Finance AS, a company that has management for hire-assignments as its main activity. The assignment is regulated in an engagement letter, and remuneration is based on an agreed hourly fee.

The Board of Directors consists of 50% women and 50% men.

The company's activities have in 2015 been financial investments, and the company has not generated direct pollution to the physical environment.

Social responsibility

The company has not implemented specific guidelines for social responsibility, as the company's activities in 2015 solely has been investments in other companies.

Corporate governance

Corporate governance is the Board of Directors' most important instrument for ensuring that the company's resources are managed in an optimal manner and contribute to long-term value creation for shareholders. Reference is in this regard made to the separate presentation of the company's corporate governance in this annual report.

Going concern

Pursuant to section 3-3a of the Norwegian Accounting Act, confirmation is hereby given that the going concern assumption is realistic. That assumption rests on the company's financial position, including events after the

balance sheet date, as well as profit forecasts for 2016 and the company's long-term strategic predictions for the years to come.

Allocation of profit and loss

The net loss for 2015 was NOK 294 118, and the Board proposes that the annual general meeting resolves that the loss is allocated from

Other Reserves. Following this allocation, the company will have Other Reserves of NOK 939 217. The company has after the allocation total equity of NOK 3 148 237, of which NOK 939 217 is available for dividends or other forms of distribution

Knut Øversjøen Chairman

Grete Sønsteby Board member

Oslo, 22^nd April 2016

Solveig Fagerheim Bugge Board member

Göran Mikael Schoultz Board member

Vegard Finstad Managing director

Responsibility statement

The Board confirms, to the best of their knowledge, that the financial statements for the company for 2015 have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting practice in Norway, and that

the information presented in the financial statements for 2015 gives a true and fair view of the company's assets, liabilities, financial position and results for the period viewed in their entirety, and that

the Board of Directors' report gives a true and fair view of the development, performance and financial position of the company, and includes a description of the material risks that the Board of Directors, at the time of this report, deem might have a significant impact on the financial performance of the Group.

Knut Øversjøen Chairman

Solveig Fagerheim Bugge Board member

Oslo, 22^nd April 2015

Grete Sønsteby Board member

Göran Mikael Schoultz Board member

Vegard Finstad Managing director

Corporate governance in Aega ASA

Inplementation and reporting on corporate govenance

Pursuant to section 3, sub-section 3b of the Norwegian Accounting Act, Aega ASA is required to include a description of its principles for good corporate governance in the directors' report of its annual report or alternatively refer to where this information can be found. The Norwegian Corporate Governance Board (NCGB) has issued the Norwegian code of practice for corporate governance (the code), which can be found at www.nues.no. Observance of the code is based on the "comply or explain" principle, which means that companies must explain either how they comply with each of the recommendations in the code or why they have chosen an alternative approach. The Oslo Stock Exchange requires that listed companies provide an annual explanation of their corporate governance policy in line with the applicable code. The following presentation of Aega ASA's corporate governance follows the same structure as the code.

The business

After the acquisition of Aega Yieldco AS, the company's main activity is investing in and operating solar power plants. The company owns a portfolio of five individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 5MW. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), strictly with top level concessions that are evaluated to be lower risk investments. The company targets to reach a total production capacity of 50MW within the next two years by taking advantage of the current attractive market for secondary solar parks meeting the strict investment criteria.

In Aega ASA's articles of association the company's activities and purpose is defined as "Investments in and ownership of companies within the solar energy industry and all activities related to this. The company may also invest in financial instruments, mainly in shares, equity certificates and derivatives of these, and engage in activities in relation to this.

Equity and dividends

Equity:

Total equity as of end 2015 was NOK 3 148 237, and the number of outstanding shares was 2 209 020, all with equal rights and listed on Oslo Axess.

On 20 January 2016 the company entered into a definitive agreement to purchase 100% of the shares in Aega Yieldco AS from the existing shareholders of Aega Yieldco AS for a consideration of approximately NOK 75.5 million with settlement in shares in the company valued at NOK 3.00 per share.

According to the resolutions passed at the extraordinary general meeting held on 18 January 2016, the company's share capital was increased by NOK 25 151 275 by issuing 25 151 275 new shares (the "Consideration Shares") subscribed by Aega Yieldco AS' shareholders. As a result of the subscription of the Consideration Shares, ownership of all outstanding shares in Aega Yieldco AS has been transferred to the company as contribution in kind.

After completion of the transaction the share capital of the company is NOK 27 360 295 divided into 27 360 295 shares, each with a par value of NOK 1.

The company's equity capital is considered appropriate for the company's objectives, strategy and risk profile.

Dividends:

The company's main activity is to grow the solar plant portfolio. The solar plant business offers long term predictable cash flows, and is suitable for dividend payments. The company plans to pay dividends quarterly.

Capital increase - issue of shares:

On 22 February 2016, the general meeting authorised the board to increase the share capital by maximum NOK 13 680 147. The authorisation expires at the general meeting to be held during spring 2017, 30th June 2017 at the latest. The authorisation to increase the share capital can be used in relation to acquisitions or similar situations, as well as to further strengthen the company's capital base for future growth.

Repurchase of shares:

On 22 February 2016, the general meeting authorised the Board of Directors to repurchase share capital by maximum NOK 2 736 029. The authorisation allows for a purchase price between NOK 1 and NOK 20 per share. The authorisation expires at the general meeting to be held during spring 2017, 30th June 2017 at the latest.

Equal treatment of shareholders and transactions with associated parties

Share class:

All outstanding shares of Aega ASA are of the same share class, carry the same rights to dividends and carry one vote.

Transactions with associated parties:

Should Aega ASA be a party to a transaction with parties associated to the company or with companies in which directors or senior executives, or their close associates, have a significant interest, directly or indirectly, the parties concerned must immediately notify the board. All such transactions must be approved by the board and, where required, also the general meeting. Such transactions must also, where required, be reported to the market. In the event of any not immaterial transactions between the company and associated parties, the board will arrange for a valuation to be obtained from an independent third party.

Own share transactions:

Aega ASA made no investments in own shares during 2015.

Conflicts of interest:

The company has guidelines for handling of conflicts of interest. If a board member or

executive has other commitments or interests that may result in a conflict of interest on a more regular basis, or in other extraordinary circumstances, additional procedures for the board's proceedings will be implemented, in order to avoid that such conflicts of interest occur.

Freely negotiable shares

The Aega ASA share is listed on the Oslo Axess exchange. All the shares are freely negotiable. The articles of association impose no restrictions on the negotiability of the shares.

General meetings

The general meeting is Aega ASA's highest authority. The board endeavors to ensure that the general meeting is an effective forum for communication between the board and the company's shareholders. As a result, the board seeks to facilitate the highest possible participation by the company's shareholders at the general meeting. The company's general meetings in 2015 were held in accordance with the Norwegian Public Companies Act.

The general meeting is normally held before 1st June. Notice of the meeting is published in a stock exchange release, and sent to all shareholders no later than 21 days before the general meeting. The notice and supporting documentation for items on the agenda are also published on the company's website not later the 21 days before the general meeting.

Provision is made to vote in advance of the company's general meeting. Shareholders who cannot attend the general meeting in person are able to appoint a proxy to vote on their behalf. In the proxy form the shareholder can also give the proxy instructions on how to vote on each agenda item.

The board determines the agenda for the general meeting. However, the most important items on the agenda are dictated by the Public Companies Act and the company's articles of association. Minutes of the meetings are published in stock exchange releases and posted to the company's website.

Nomination committee

The nomination committee submits justified recommendations to the general meeting on the election of directors and nominates candidates for the election of board members and chair. Furthermore, the committee will submit proposals for the remuneration of directors and recommend members to the nomination committee. Establishment of the committee is stipulated in the articles of association, and its work is regulated by instructions adopted by the general meeting. committee Nomination members are independent of the board and the company's executive management.

Members of the committee receive a fixed remuneration, which is not dependent on results. The general meeting decides on all recommendations made by the committee.

Corporate assembly and board of directors: composition and independence

Aega ASA does not have a corporate assembly.

The board is organized in accordance with the Public Companies Act, with two women and two men, all elected by the shareholders.

The directors represent both industry-specific and professional expertise from national and international companies, previous board experience, and knowledge about the regulations governing the company as a listed company.

Information to illustrate the expertise of the board members and information on their record of attendance at board meetings is included on the last page of this section.

Aega ASA regards all its board members as independent of the company's executive management. The board members are also regarded as independent from all significant business partners and the Company's main shareholder, with one exception; Mrs. Grete Sønsteby is a board member both in Aega ASA and in Aega Solar AS. The latter is the management company carrying out the management of the portfolio of solar parks, and also suggesting new investments to the

board of Aega ASA. The relationship between Aega ASA and Aega Solar AS is regulated in a management agreement. Mrs. Sønsteby do not take part in the board's handling of matters concerning this agreement.

Aega Solar AS held 728 976 shares (33.0%) in Aega ASA per 31.12.2015.

At present, none of the board members own shares directly or indirectly in Aega ASA. No director holds options to buy shares. The board members are encouraged to own shares in the company.

The board members and chair are elected by the general meeting, and are elected for twoyear terms. Elections are conducted in such a way that new directors can join the board every year.

The work of the board of directors

The board is responsible for the management of the company, and the board's work is regulated by instructions. The board is responsible for the management of the company, which includes determining the company's strategy and overall goals. approving investments and ensuring an acceptable organization of the business in line with the company's articles of association. The board can also determine guidelines for the business and issue orders in specific cases. The board members must look after Aega ASA's interests as a whole, and not their individual interests.

The board shall keep itself updated on the financial position of the company, and ensure that the business, accounts and management are under assuring quality control. The board makes enquiries, if necessary, to perform its oversight responsibility. The board shall make such enquiries at the request of one or more board members. The board oversees the work of the executive management.

The board conducts an annual evaluation of its work, competence and performance.

The company is a solar plant investment company, and all investments are ratified by the board, after recommendations from the

management company Aega Solar AS. Aega Solar AS also performs the day-to-day management of the company's portfolio of solar plants. The mandate is regulated in a management agreement. The board oversees the fulfillment of the agreement.

The executive management of the company is outsourced to Vaagen Corporate Finance AS, a company that performs such tasks as part of its business. The mandate is regulated in a management agreement. The board oversees the fulfillment of the agreement.

As a result of the above, the company has no employees and no remuneration committee.

The board has evaluated the need for an audit committee, and for the time being desided that the shall function collectively as the audit committee.

Instructions for the board's work:

The company has instructions for the board's work (adopted on 7 November 2011). It contains the following main points; the board's responsibilities and duties, the executive management's obligations to inform the board, and guidelines for the board's proceedings.

Division of duties between the board and the executive management:

A clear division of responsibility has been established between the board and the executive management. The chair is responsible for ensuring that the work of the board is conducted in an efficient and correct manner in accordance with relevant legislation. The chief executive is responsible for operational management of the company and reports regularly to the board.

The mandate and responsibilities of the chief executive is regulated in the management agreement. The board oversees the fulfillment of the agreement.

Financial accounting:

The accounting is outsourced to an external accounting firm. The board receives financial reporting on the company and the group quarterly. Financial and performance reports from the solar plants are received more

frequently. All these reports constitute the foundation for the evaluation and potential adjustments of the company's strategic goals. The reports also forms the basis for the company's external financial reporting. External financial reports are approved by the board.

The board ensures that the auditor fulfils a satisfactory and independent control function. It presents the auditor's report to the general meeting, which also approves the remuneration of the auditor.

The audit committee's duties are fulfilled by the board.

Plan for the board's work:

The board focuses on the company's objectives and strategy, and the implementation thereof, and every year the board sets a plan for the board meetings for the coming year. In addition to the planned meetings, the board is summoned for extra meetings if needed. All members receive board background information related to the agenda points well in advance of the meeting. The board members are free to consult the administration if needed. Normally the CEO summons the board, and the agenda is set by the CEO and the chair. The administration is responsible for preparing background material for the board meetings.

Confidentiality:

The board's proceedings and minutes are confidential, unless the board decides otherwise.

Risk management and internal control

The board receives reporting from the performance of the solar plant portfolio on every quarterly board meeting, and evaluates the operational and financial performance up against the assumptions in the projections underlying the initial investment decision and the investment criteria. The board makes a yearly evaluation of company risk, risk control and internal control including in relation to the financial reporting process.

Outsourcing of management of the solar plant portfolio:

The day-to-day management of the solar plant operations is outsourced to Aega Solar AS, a company that has this as its main activity. The tasks and the division of responsibilities is regulated in a management agreement. The management company reports on its services to the board at least quarterly. The entities, in which the solar plants are held, are subject to independent audits.

Outsourcing of CFO and accounting:

The company has outsourced the CFO functions and accounting services to an external accounting firm, specializing in accounting for investment companies.

Outsourcing of CEO:

The executive management of the company is outsourced to Vaagen Corporate Finance AS, a company that performs such tasks as part of their business. The mandate is regulated in a management agreement. The CEO performs the internal control on a running basis.

The board's control with outsourced services:

The board is regularly updated on the performance of the solar plants, and the management company's performance and services are evaluated against the expectations in the management agreement. Similarly, the performance of the CEO and accounting firm are evaluated up against the agreed service level. The CEO also performs control with outsourced services on a running basis.

Managing investment risk:

The company's investment criteria contain strict limitations on investment risk, and each investment case must pass a rigorous due diligence before the management company makes an investment recommendation to the board. The investment process is designed to minimize the risk of an investment turning out to not meet the financial goals set for the investments.

Remuneration of the board of directors

The nomination committee recommends the directors' fees to the general meeting, and takes account of their responsibility.

qualifications, time spent and the complexity of the business. Directors' fees are not profitrelated or in any other way linked to the company's performance. Aega ASA has not issued any options to its directors.

The directors or companies with which they are associated have not taken on any specific assignments for the company in addition to their appointment as member of the board.

Remuneration of executive management

The company has no employees.

Outsourcing of CEO:

The executive management of the company is outsourced to Vaagen Corporate Finance AS, a company that performs such tasks as part of its business. The mandate is regulated in a management agreement. Remuneration is made on the basis of an agreed hourly fee of NOK 1500 ex VAT and time spent.

Guidelines for remuneration of executive personnel:

The board has prepared guidelines for the remuneration of executive personnel which will be voted on by the annual general meeting in accordance with the Public Companies Act.

Information and communication

Aega ASA keeps shareholders and investors regularly informed about its commercial and financial status. The board is concerned to ensure than players in the stock market receive the same information at the same time, and all financial and commercial information is accordingly made available on the company's website. Stock exchange announcements are distributed through www.newsweb.no.

The annual financial statements for Aega ASA are made available on its website at least three weeks before the general meeting. Interim reports are published within two months of the end of each quarter. The company publishes an annual financial calendar which is available on the Oslo Stock Exchange website.

The board gives emphasis to openness and equal treatment in relation to all players in the market, and strives at all times to give as correct a picture as possible of the company's financial position.

The board has established guidelines for handling of inside information, such as the company's reporting of financial and other information. These guidelines also guidance for the company's contact with shareholders other than through general meetings.

Takeovers

Aega ASA's articles of association contain no restrictions on or defense mechanisms against the acquisition of the company's shares, and the company has no internal guidelines that limits a takeover. In accordance with its general responsibility for the management of Aega ASA, the board will act in the best interests of all the company's shareholders in such an event. Unless special grounds exist, the board will not seek to prevent takeover offers for the company's business or shares. Should an offer be made for the shares of Aega ASA, the board will issue a statement, which recommends whether shareholders should

accept it. If necessary, the board will also make available an independent third party assessment of the takeover offer.

Auditor

The auditor is elected by the general meeting. The annual financial statements are audited by PricewaterhouseCoopers AS. The board receives and considers the auditor's report after the financial statements for the relevant year have been audited. The auditor submits an annual plan for the conduct of audit work, and attends board meetings when the consideration of accounting matters requires its presence. In at least one of these meetings, the auditor makes a presentation to the board without the executive management being present. The auditor presents a declaration of independence and objectivity. Relations with the auditor are regularly reviewed by the board to ensure that the auditor exercises an independent and satisfactory control function. The board presents the auditor's fee to the general meeting for approval by the shareholders.

Oslo, 22^nd April 2016

Knut Øversjøen

Chairman

Solveig Fagerheim Bugge

Board Member

Grete Sønsteby

Board Member

Vegard Finstad

Managing director/CEO

Göran Mikael Schoultz

Board Member

Brief biographies of the members of the Board:

Knut Øversjøen (born 1965), Chairman of the Board

Knut Øversjøen holds a four-year program in economics and business administration consisting of three years at bachelor/undergraduate level and one year at master/graduate level from BI Norwegian Business School. He has extensive experience from several directorships and key management positions in both listed and unlisted companies within a wide range of industries. Mr. Øversjøen is currently CEO and major owner in Scandec Systemer, and Managing Partner in Falcon Industrial Partners. His previous positions include CFO in Hafslund ASA, PGS ASA and Umoe Group, CEO in Kverneland ASA and Global Tender Barges. Mr. Øversjøen is a Norwegian citizen and resides in Oslo, Norway.

Current directorships senior and	Managing Partner / Chairman: Falcon Industrial Partners AS
management positions	CEO / Owner: Scandec Systemer AS
	Board member: Z-Terra Inc., Reinertsen AS, Guardian Corporate AS, Spond AS,
	Asetek, Inc., Scanmar AS, Scan-Sense AS
Previous directorships and senior	Board member of: Sparebank 1 MidtNorge, Tennant, Haram Energy, CBF
management positions last five years	energimegling, Unitor, Swan reefer, Umoe Catering, ARD Group, Nli Subsea,
	Renewable Energy Cooperation (REC), Kverneland AS, Foinco AS
	Advisory Board: Carnegie Investment Bank

G. Mikael Schoultz (born 1963), Board Member

Mikael Schoultz holds a Master of Science degree in Economics with a major in finance and German languages from the University of Lund. During the last 2 years Schoultz has been partner in Sustainable Technology Partners, an independent European clean energy investment firm based in Stockholm. From 2007 until 2013 he was partner at Platina Partners, a leading European renewable private equity firm, and his previous experiences include senior positions across a range of different investment firms and banks, mainly in Stockholm, Amsterdam, London and Zurich. As an investment professional, he has been focusing on infrastructure and renewable energy. He has also held several director assignments as part of his investor and advisory work. Schoultz is a Swedish citizen and resides in London, United Kingdom.

directorships senior Current and	Board Member: Triventus AB, Triventus Wind Power AB, , Havgul Clean Energy
management positions	AS
	Chairman: ITS Procurement AB
	Director: Northgate Advisors Ltd, UK,
Previous directorships and senior	Platina Partners LLP, UK (Partner)
management positions last five years	Various board memberships in investee companies in Italy, Greece, Cyprus,
	Luxembourg and Sweden
	Board member: Cross Flow Energy Company Ltd, UK,

Grete Sønsteby (born 1960), Board Member

Grete Sønsteby holds a four-year program in economics and business administration consisting of three years at bachelor/undergraduate level and one year at master/graduate level from the Norwegian School of Economics ("NHH"). She has her experience from several directorships and management positions within the IT industry (IBM, Ericsson, Oracle) on a national and international level. Ms. Sønsteby is currently CEO and co-founder of N2 Applied AS, a company specializing in entrepreneurship and technology development within nitrogen and energy. Her previous positions include CEO of Scatec AS where she was instrumental in building the Scatec organization focusing on development of climate neutral energy and advanced materials. Ms. Sønsteby is a Norwegian citizen and resides in Svene, Norway.

Current directorships and senior management positions

N2 Applied AS (CEO), Aega Solar AS (Board member), Innovasjon Norge Buskerud og Vestfold (Board member), Aerospace Industrial Maintenance Norway SF (AIM) (Member of Nomination Committee), Røyken Eiendom AS (Board

member), Ikra AS (Chairman of the Board), Viken Skog SA (Board member), Rearden AS (Chairman of the Board)

Previous directorships and senior	N2 Applied AS (Chairman of the Board), Cxense ASA (Board member), Norconsult
management positions last five years	AS (Board member), Moelven Industrier ASA (Board member), Innovation
	Norway Oslo, Østfold and Akershus (Board member)

Solveig Fagerheim Bugge (born 1976), Board Member

Solveig Fagerheim Bugge is a Candidate in Jurisprudence from the University of Oslo and holds a Postgraduate Diploma in EC Competition Law from King's College, London. She has also studied law at the University of Melbourne, Australia. Ms Bugge is a member of Advokatfirmaet Thommessen AS' transaction group. She has extensive experience with M&A and capital market transactions. She also advises clients on Norwegian corporate and securities laws and regulations. Ms Bugge is a Norwegian citizen and resides in Bærum, Norway.

		Current directorships and senior Thommessen, Oslo office (Managing Associate), Member of the Norwegian Bar
management positions		Association
Duaisia ina alisa ataughtung ang lagustan		$\tau$ bennessen Osle effice (Center Associate)

Previous directorships and senior management positions last five years Thommessen, Oslo office (Senior Associate)

Statement of profit or loss Regnskap Nordic Financials ASA

Statement of profit or loss

Note 1 til 17 er en integrert del av regnskapet.

All figures in NOK	Note	01.01.-31.12. 2015	01.01.-31.12. 2014
Revenue
Interest income	12	22 085	289 590
Received dividends		50 000	2 660 350
Fair value gains/(losses) on financial assets at fair
value through profit or loss	5	651 985	-5 140 556
Net revenue		724 070	-2 190 616
Operating cost
Management services	17	0	-722 758
Administrative expenses	16,17	858 188	2 334 465
Total operating cost		858 188	1 611 707
Operating profit		-134 118	-3 802 323
Finance cost	13	-160 000	-391 940
Profit before income tax		-294 118	-4 194 263
Income tax expense	11	0	0
Profit for the period		-294 118	-4 194 263
Other comprehensive income
Other comprehensive income		0	0
Total comprehensive income for the period		-294 118	-4 194 263
Earnings per share (NOK) continuing operations Basic = Diluted	14	-0,13	-1,90

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

Balance sheet

All figures in NOK

		$31-Dec$	$31-Dec$
Assets	Note	2015	2014
Current assets
Financial assets at fair value through profit or loss	5,6	1 475 474	0
Prepayments and other receivables		16 541	15 688
Unsettled trades	6	1 083 839	0
Cash and cash equivalents	6,7	899 864	3 901 726
Total assets		3 475 719	3 917 413
Equity and liabilities
Equity
Share capital	8	2 209 020	2 209 020
Other reserves		939 217	1 233 335
Total equity		3 148 237	3 442 355
Current liabilities
Trade and other payables	6,9	327 482	475 058
Total current liabilities		327 482	475 058
Total equity and liabilities		3 475 719	3 917 413

UUT $\overline{\mathcal{L}}$

Knut Øversjøen
Chairman of the Board

Solveig Fagerheim Bugge

Board member

Oslo, 22 April 2016 Grete Sønsteby Board member

Vario Vegard Finstad Managing director

Göran Mikael Schoultz Board member

The above balance sheet should be read in conjunction with the accompanying notes.

Statement of changes in equity

		Share
Note	Share capital	premium		Other reserves	Total equity
All figures in NOK
Balance at 1 January 2014	2 209 020		0	98 206 438	100 415 458
Profit for the period	0		0	-4 194 263	-4 194 263
Dividends paid	0		0	-92 778 840	-92 778 840
Balance at 31 December 2014	2 209 020		0	1 233 335	3 442 355
		Share
Note	Share capital	premium		Other reserves	Total equity
All figures in NOK
Balance at 1 January 2015	2 209 020		0	1 233 335	3 442 355
Profit for the period	0		0	-294 118	-294 118

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Statement of cash flows
All figures in NOK		01.01.-31.12.	01.01.-31.12.
	Note	2015	2014
Cash flows from operating activities
Profit before income tax		-294 118	-4 194 263
Recognised dividends		-50 000	-2 660 350
Received dividends		50 000	2 660 350
Unrealized gains and losses on financial assets at
fair value through profit or loss		-258 606	0
Interest charged as cost		160 000	315 207
Net payments for financial assets at fair value
through profit or loss		-2 300 708	192 002 707
Change in accounts payable		-147 576	-3 784 998
Change in other items		-854	131 100
Net cash inflow from operating activities		-2 841 862	184 469 753
Cash flows from financing activities
Net change in borrowings		0	-92 629 801
Interest paid		-160 000	-395 926
Dividends paid		0	-92 778 840
Net cash (outflow) from financing activities		-159 999	-185 804 567
Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the		-3 001 861	-1 334 814
financial year		3 901 726	5 236 540
Cash and cash equivalents at end of year	6,7	899 865	3 901 726

The above statement of cash flows should be read in conjunction with the accompanying notes.

Summary of significant accounting policies

NOTE 1 - Basis of preparation

Aega ASA (previously Nordic Financials ASA) is a Norwegian public limited liability company. The company was founded 28 September 2011 when the activity was demerged from Nordisk Finans Invest AS. The business of the company was originally to make short term investment in primarily listed securities within the finance sector in the Nordic countries.

The companyís offices are located in Oslo, and its shares are listed on Oslo Axess.

This financial statement covers the period 1 January 2015 to 31 December 2015. The comparable figures cover the period 1 January 2014 to 31 December 2014. The financial statements was approved by the Board of Directors on 22 April 2016 and approved by the General Meeting on 18 May 2016.

Following the cancelation of the capital management agreement with Warren Capital in 1 quarter 2014, the Board of Directors have been managing the companyís investments. The Board of Directors objective, in the period following the cancellation of the contract, has been to realize assets, make dividend payments to the shareholders and identify a future strategy for the company.

On 20 January 2016 the company entered into a definitive agreement to purchase 100% of the shares in Aega Yieldco AS. Following the acquisition of Aega Yieldco AS, the business operated by the Aega Yieldco AS will constitute the companyís main activity. Aega Yieldco AS is a solar utility company that acquires and operates solar power plants. Aega Yieldco AS currently owns a portfolio of five individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 5MW. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), strictly with top level concessions that are evaluated by Aega Yieldco AS to be lower risk investments. Aega Yieldco AS targets to reach a total production capacity of 50MW within the next two years by taking advantage of the current attractive market for secondary solar parks meeting the strict investment criteria.

Following the acquisition, the company changed name to Aega ASA. See note 18 for additional information on the acquisition.

NOTE 2 - Summary of significant accounting policies

2.1 Basic principles

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements to the extent they have not already been disclosed in the other notes below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the company Aega ASA (previously Nordic Financials ASA). The financial statement and the notes are presented in Norwegian kroner (NOK).

The financial statements of Aega ASA (previously Nordic Financials ASA) have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS, as adopted by the EU as well as additional reporting requirement following the Norwegian Accounting Act.

The financial statements have been prepared on a historical cost basis, except for the following:

• financial assets and liabilities (including derivative instruments) ñ measured at fair value

The preparation of financial statements in accordance with IFRS requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the companyís accounting policies.

The financial statement has been prepared under the going concern assumption. See note 18 for subsequent events describing the future of the company.

2.1.1 New and amended standards and interpretations

a) New and amended standards adopted in 2015

No new standards, with effect for the financial statements, have been adopted in 2015.

b) New standards and interpretations not yet adopted:

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2015 reporting periods and have not been early adopted by the company. The companyís assessment of the impact of these new standards and interpretations is set out below.

IFRS 9 Financial Instruments

IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and also introduced a new impairment model.

IFRS 9 must be applied for financial years commencing on or after 1 January 2018. The company does not expect any significant changes following the implementation of IFRS 9.

IFRS 15 Revenue from Contracts with Customers

The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer ñ so the notion of control replaces the existing notion of risks and rewards.

IFRS 15 must be applied for financial years commencing on or after 1 January 2017. The company does not expect any significant changes following the implementation of IFRS 15.

There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

2.2 Foreign currency translation

The companyís investments have primarily been in financial instruments measured in NOK. However, the company hold certain instruments in other currencies. The companyís functional currency is NOK, which is also the presentation currency.

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. 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 recognised in profit or loss. Non-monetary items that are measured at fair value in a foreign currency are translated 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.

2.3 Investments and other financial assets

2.3.1 Classification

a) Financial assets at fair value through profit or loss

The company classifies its investments in shares, bonds, equity certificates and derivatives as financial assets at fair value through profit and loss. The financial assets classified as financial assets at fair value through profit and loss are held for trading, where the main objective is to obtain gains on short term fluctuations in fair value.

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the company has transferred substantially all the risks and rewards of ownership.

At initial recognition, the company measures a financial asset at its fair value. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Dividends on financial assets at fair value through profit or loss are recognised in profit or loss as part of revenue from continuing operations when the groupís right to receive payments is established.

b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed, predetermined cash flows, which is not traded in an active market. They are classified as current assets, unless they expire more than 12 months after the balance sheet date.

2.3.2 Measurement

Financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value are recognised in profit or loss within ìFair value gains/(losses) on financial assets at fair value through profit or lossî. See note 5 for further details on measurement.

Loans and receivables are subsequently carried at amortised cost using the effective interest method.

2.4 Cash and cash equivalents

For the purpose of presentation 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 insignificant risk of changes in value.

2.5 Unsettled trades

Unsettled trades are receivables towards brokers for financial assets sold and payables towards brokers for financial assets sold, where final settlement of the trade have not occurred.

2.6 Provisions

Provisions for legal claims, service warranties and make good obligations are recognised when the company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of managementís best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

2.7 Interest income and dividends

Interest income is recognised using the effective interest method. Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of preacquisition profits. However, the investment may need to be tested for impairment as a consequence.

2.8 Transaction cost

Transaction costs are costs incurred when acquiring financial assets at fair value through profit or loss. Transaction costs include fees paid to brokers, agents and advisors. They are expensed as incurred.

2.9 Income tax

The company is subject to Norwegian Tax, which means that most of the investments are exempted from tax, which means that the effective tax rate is low.

The income tax expense or credit for the period is the tax payable on the current periodís taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

2.10 Borrowings

Borrowings are initially recognised at fair value, 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.

2.11 Management services

Fee for management services is recognized as a liability once the cost is incurred..

2.12 Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

2.13 Dividends

Provision is made for the amount of any dividend declared, being 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.

2.14 Segment reporting

The company has one operating segment which is reported to the chief operating decision maker.

NOTE 3 - Financial risk management

After cancelation of the agreement with Warren Capital related to capital management in Q1 2014, management of the companyís funds has been taken care of by the Board of Directors. As of December 2015, the company hold only 2 investments, one in shares and one in bonds.

Market risk

a) Price risk

The companyís exposure to price risk arises from investments held by the company and classified in the balance sheet as fair value through profit or loss. As of the balance sheet date the company held two investments, one in shares and one in USD denominated bonds.

Overview of fair value of financial assets at fair value through profit or loss exposed for price risk as of 31 December.

	2015	2014
Total shares	1 200 000	0
Bonds	275 474	0
Total	1 475 474	0

Sensitivity:

As of 31 December a general decline in fair value of 10% would have reduced the net profit and equity of NOK 147 547 in 2015 and 0 in 2014 after tax. See note 5 for additional information related to valuation of level 3 investments.

b) Foreign exchange risk

The company hold one investment USD denominated bonds.

Overview of fair value of financial assets at fair value through profit or loss exposed for Foreign exchange risk as of 31 December.

	2015	2014
Norwegian kroner	1 200 000	0
USD	275 474	0
Total	1 475 474	0

As of 31 December a general decline in NOK/ USD exchange rate of 10% would have reduced the net profit and equity of NOK 27 547 in 2015 and 0 in 2014 after tax.

c) Interest rate risks

The company is exposed for changes in interest rate risk when it comes to cash and cash equivalents. In 2015 the company also hold one fixed rate investment in bonds. The interest rate element is included when assessing the fair value of the bond as it is classified as fair value through profit and loss.

Credit risk

Credit risk arises from cash and cash equivalents, favourable derivative financial instruments, receivables towards brokers following unsettled trades and other receivables.

The company only used banks and brokers with high credit rating. The risk of loss is therefore assessed as low.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due.

The Board of Directors monitor the liquidity situation, and the liquidity situation is assessed as good.

The amounts disclosed in the table below are the contractual undiscounted cash flows.

2015	< 7 days	7-30 days	30-90 days	Total
Accounts payables	10 209	8 250	309 023	327 482
Borrowings	0	0	0	0
Derivatives	0	0	0	0
Unsettled trades	0	0	0	0
Total	10 209	8 250	309 023	327 482
2014	< 7 days	7-30 days	30-90 days	Total
Accounts payables	38 801	16 297	419 960	475 058
Borrowings	0	0	0	0
Derivatives	0	0	0	0
Unsettled trades	0	0	0	0
Total	38 801	16 297	419 960	475 058

Capital management

Following the cancelation of the capital management agreement to actively managing the portfolio, the main purpose of the Board of Directors has been to realize the portfolio and pay excess cash back to the shareholders.

Fair value

For information about the methods and assumptions used in determining fair value please see note 5

NOTE 4 ñ Critical estimates and judgements

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 companyís 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 estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in notes 5 and 10 together with information about the basis of calculation for each affected line item in the financial statements.

NOTE 5 - Financial assets at fair value through profit or loss

Following the entityís strategy to make short term investments in stocks, bonds, equity certificates and derivatives, the company classifies financial assets at fair value through profit or loss. They are presented as current assets if they are expected to be sold within 12 months after the end of the reporting period; otherwise they are presented as non-current assets.

Changes in fair values of financial assets at fair value through profit or loss are recorded in fair value gains/(losses) on financial assets at fair value through profit or loss.

This section 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.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded shares, bonds and equity certificates, 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 instruments 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 rely as little as possible on entity-specific estimates. If all significant inputs required to calculate fair value of an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

Specific valuation techniques used to value financial instruments include:

• the use of quoted market prices or dealer quotes for similar instruments.

Significant estimates

The company hold shares in the listed company Wilson ASA. In accordance with the Norwegian Companies Act, requiring a majority owner with more than 90% holding to offer to buy the remaining shares, the company has demanded the majority owner to buy the shares. The majority owner has accepted that they are required to do so. However, there is a dispute when it comes to the valuation of the shares. The company are of the opinion that the value is around NOK 22-23 per share, while the offer from the majority owner was NOK 12 per share, in total NOK 1 200 000. In the accounts the company has used the value of 12 per share even though the bid price on Oslo Stock Exchange as of 31 December indicate fair value to be NOK 500 000 lower. Due to the fact that the price is based on the initial offer from the majority owner rather than the quoted bid price, the holding is included in level 3.

Changes in level 3 items
	2015	2014
Opening balance 1 January	0	14 122 501
Acquisitions	1 052 100	18 961 055
Disposals	0	-25 804 954
Gains/(losses) recognised	147 900	-7 278 602
Closing balance 31 December	1 200 000	0

		2015	2014
Investment portifolio	Level	Fair value	Fair value
Wilson ASA	3	1 200 000
Total Norwegian shares		1 200 000	0
Polarcus ltd 8% USD (PLC02)	1	275 474
Total bonds		275 474	0
Total		1 475 474	0
Total shares Total bonds		1 200 000 275 474	0
Total equity certificates		0	0
Total derivatives		0	0
Total		1 475 474	0

Net change in fair value of financial assets at fair value through profit or loss:

	2015	2014
Realized	393 380	5 140 556
Unrealized	258 606	0
Total	651 985	5 140 556

NOTE 6 - The company holds the following financial instruments

As of 31 December 2015

	Financial
	assets at
	amortised
Financial assets		cost Assets at FVPL	Total
Financial assets at fair value through profit or loss	0	1 475 474	1 475 474
Unsettled trades assets	1 083 839	0	1 083 839
Cash and cash equivalents	899 864	0	899 864
Total	1 983 703	1 475 474	3 459 178
		Liabilities at
Financial liabilities		amortised cost	Total
Trade and other payables		327 482	327 482
Total		327 482	327 482

As of 31 December 2014

Financial
assets at
amortised
		Total
3 901 726	0	3 901 726
3 901 726	0	3 901 726
		cost Assets at FVPL

	Liabilities at
Financial liabilities	amortised cost	Total
Trade and other payables	475 058	475 058
Total	475 058	475 058

NOTE 7 - Cash and cash equivalents

	2015	2014
Unrestricted NOK	899 742	3 901 603
Withheld tax NOK	122	123
Total cash	899 864	3 901 726

The withheld tax is restricted.

NOTE 8 ñ Share capital and shareholders

	Number of
	shares	Share capital	Share premium	Total
Total as of 31 December	2 209 020	2 209 020	0	2 209 020

See note 18 for share capital increase and distribution of dividend carried out in 2016. All issued shares has similar rights. The company has not issued any options or other rights related to the shares.

Overview of shareholders as of 31 December 2015:

	Number of
Shareholder	shares	Ownership %
Aega AS	728 976	33,0 %
U-Turn Ventures AS	157 997	7,2 %
Selaco AS	157 418	7,1 %
Norsk Sj¯offisersforbund	70 633	3,2 %
Morissa AS	59 928	2,7 %
Sparebank 1 -N¯tter¯ T¯nsberg	35 000	1,6 %
AS Enterprise	34 192	1,5 %
Male, Jan Arnstein	33 858	1,5 %
Raustein, Jan	30 000	1,4 %
Norges Pelsdyralslag	27 187	1,2 %
Jordet, Willy	27 070	1,2 %
Grindheim, Sebastian	26 690	1,2 %
ANZ IPB NOMS P L-Consumer	26 440	1,2 %
Ovrum holding AS	24 272	1,1 %
M¯ller, Jon M	22 140	1,0 %
AS Essdal	20 950	0,9 %
Malnes, Liv Brita	20 752	0,9 %
Jaren Industrier AS	20 730	0,9 %
Norges Pelsdyralslag Gjensidige Pensjonskasse	20 000	0,9 %
Mehmood, Tariq	20 000	0,9 %
Other	644 787	29,2 %
Total	2 209 020	100%

Overview of shareholders as of 31 December 2014:

	Number of
Shareholder	shares	Ownership %
S¯rlandets Kompetansefond	326 053	14,8 %
Cultiva	280 765	12,7 %
U-Turn Ventures AS	147 126	6,7 %
Selaco AS	142 115	6,4 %
Sparebankstiftelsen DNB	92 775	4,2 %
Norsk Sj¯offisersforbund	70 633	3,2 %
Morissa AS	59 928	2,7 %
Lie, Berit	37 091	1,7 %
Sparebank 1 -N¯tter¯ T¯nsberg	35 000	1,6 %
AS Enterprise	34 192	1,5 %
Male, Jan Arnstein	33 858	1,5 %
Norges Pelsdyralslag	27 187	1,2 %
Jordet, Willy	27 070	1,2 %
S¯rlie, Terje H	25 000	1,1 %
Ovrum holding AS	24 272	1,1 %
M¯ller, Jon M	22 140	1,0 %
AS Essdal	20 950	0,9 %
Malnes, Liv Brita	20 752	0,9 %
Jaren Industrier AS	20 730	0,9 %
Norges Pelsdyralslag Gjensidige Pensjonskasse	20 000	0,9 %
Other	741 383	33,6 %
Sum	2 209 020	100%

Shares held by management and Board of Directors:

Name	Reference	Shares
Grete S¯nsteby (Board member from 18 december 2015)	1	-

1) Grete S¯nsteby is also a board member of Aega AS

NOTE 9 - Accounts payable

	2015	2014
Accounts payable	18 459	55 098
Accrued professional fees	172 728	249 592
Accrued Board of Directors fee	136 295	170 368
Total	327 482	475 058

Fair value of accounts payable equal book value. The effect of discounting is immaterial.

NOTE 10 - Borrowings

Following the cancellation of the loan facility early 2014, the company does not have any credit facilities.

NOTE 11 ñ Income tax expense and deferred tax
	2015	2014
Deferred tax:
Fair value gains/(losses) on
financial assets at fair value
through profit or loss	-10 359	0
Total	-10 359	0
Deferred tax asset:
Loss carried forward	13 346 484	14 297 935
Adjustment following demerger
Total	13 346 484	14 297 935
Net deferred tax asset	13 336 125	14 297 935
Deferred tax asset not recognized	13 336 125	14 297 935

Significant estimates

Deferred tax asset has not been recognized as it is not probable that the loss carried forward will be recoverable. Most of the companyís investments in financial assets at fair value through profit or loss are exempted from tax in Norway.

Following the acquisition carried out in 2016, the Board of Directors will investigate whether some or all of the deferred tax asset is recoverable.

Numerical reconciliation of income tax expense:

	2015	2014
Profit before income tax	-294 118	-4 194 263
Tax at current tax rate	-79 412	-1 132 451
Non deductible expenses	-36 856	674 201
Adjustment tax rate	1 067 719	0
Deferred tax asset not recognized	-951 451	458 250
Sum	0	0

NOTE 12 - Interest income

	2015	2014
Cash and cash equivalents	22 085	289 590
Total	22 085	289 590

NOTE 13 - Finance cost

	2015	2014
Interest cost	160 000	315 207
Amortized finance fee	-	-
Foreign exchange	-	76 733
Total	160 000	391 940

NOTE 14 ñ Earnings per share

Earnings per share has been calculated by dividing net profit on weighted average number of outstanding ordinary shares.

	2015	2014
Profit for the period	-294 118	-4 194 263
Weighted average number of
shares used as the denominator	2 209 020	2 209 020
Earnings per share	-0,13	-1,90

NOTE 15 - Dividend

No dividend was paid in 2015. See note 18 for dividend proposed in 2016.

NOTE 16 - Remuneration, audit fee, administration expenses

The company has no employees. Administration have been outsourced, see note 17.

			Other
Board of Directors remuneration 2015	Fees	Bonus	remuneration	Total
Lars Brandeggen	96 438	0	0	96 438
Inger-Lise Larsen	20 137	0	0	20 137
Svend Egil Larsen	48 219	0	0	48 219
Anine Tenn¯e Ramm	20 137	0	0	20 137
Silje Augustson	19 315	0	0	19 315
Kine Beyer Bruvik	8 767	0	0	8 767
Ketil Reed Aasgaard	3 562	0	0	3 562
Grete S¯nsteby	1 781	0	0	1 781
Geir Upsaker	1 781	0	0	1 781
Alexander Sandberg Lund	5 000	0	0	5 000
Knut Haukvik	3 000	0	0	3 000
Rasmus Langaard	3 000	0	0	3 000
Total	231 137	0	0	231 137

			Other
Board of Directors remuneration 2014	Fees	Bonus	remuneration	Total
Lars Brandeggen	122 260	0	0	122 260
Inger-Lise Larsen	73 630	0	0	73 630
Svend Egil Larsen	73 630	0	0	73 630
Anine Tenn¯e Ramm	74 974	0	0	74 974
Arne Myklebust	2 688	0	0	2 688
Arne Rasmussen	1 344	0	0	1 344
Tom Svendsen	1 344	0	0	1 344
Eva Tine Riis-Johannessen	1 344	0	0	1 344
Alexander Sandberg Lund	5 000	0	0	5 000
Knut Haukvik	3 000	0	0	3 000
Rasmus Langaard	3 000	0	0	3 000
Total	362 214	0	0	362 214

Alexander Sandberg Lund, Knut Haukvik and Rasmus Langaard were members of the election committee.

Audit fee including vat	2015	2014
	56 250	182 375
	-87 500	0
Total	-31 250	182 375
Administrative expenses	2015	2014
Fees Board of Directors	231 137	362 215
Consulting fees	406 402	1 416 441
Audit fees	-31 250	182 375
Other administrative expenses	251 899	373 435
Sum	858 188	2 334 465

NOTE 17 ñ Transactions with related parties

Up until it was cancelled early 2014, capital management was outsourced to Warren Capital. In addition, management services are provided from other entities within the Warren group. No entities within the Warren group hold any shares in the company.

Purchases of services:	2015	2014
Management services	0	106 036
Success fee	0	-828 794
Total included in management services	0	-722 758
Administrative services	302 813	527 813
Total included in administrative expenses	302 813	527 813

Balance sheet items related to related parties	2015	2014
Prepaid management services	0	0
Total included in prepayments and other receivables	0	0
Administrative services	0	0
Management services and success fee	0	0
Total included in trade and other payables	0	0

The negative success fee in 2014 is a result of the final settlement when the capital management agreement with Warren Capital was cancelled in 2014.

NOTE 18 ñ Subsequent events

Acquisition

On 20 January 2016 the company entered into a definitive agreement to purchase 100% of the shares in Aega Yieldco AS from the existing shareholders of the Aega Yieldco AS for a consideration of approximately NOK 75.5 million with settlement in shares in the company valued at NOK 3.00 per share.

According to the resolutions passed at the extraordinary general meeting held on 18 January 2016, the companyís share capital was increased by NOK 25,151,275 by issuing 25,151,275 new shares (the "Consideration Shares") subscribed by Aega Yieldco AS shareholders. As a result of the subscription of the Consideration Shares, ownership of all outstanding shares in the Aega Yieldco AS was transferred to the company as contribution in kind.

After completion of the transaction the share capital of the company was NOK 27,360,295 divided into 27,360,295 shares, each with a par value of NOK 1.

Following the acquisition of Aega Yieldco AS, the business operated by the Aega Yieldco AS constitutes the companyís main activity.

Aega Yieldco AS is a solar utility company that acquires and operates solar power plants. Aega Yieldco AS currently owns a portfolio of five individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 5MW. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), strictly with top level concessions that are evaluated by Aega Yieldco AS to be lower risk investments. Aega Yieldco AS targets to reach a total production capacity of 50MW within the next two years by taking advantage of the current attractive market for secondary solar parks meeting the strict investment criteria.

At the time the financial statements are authorized for issue, initial accounting for the business combination is incomplete. Therefore, no information is disclosed related to the amounts to be recognized as of the acquisition date for each major class of assets and liabilities, acquired receivables, description of goodwill, any contingent liabilities and the amount of acquisition cost.

Change of name

The company has changed the company name from Nordic Financials ASA to Aega ASA.

Dividend

On 22 February 2016, an extraordinary general meeting resolved to distribute a dividend from share premium of NOK 0,0265 per share, in total NOK 725 048.

Capital increase

On 22 February 2016, the General Meeting resolved to provide a mandate allowing the Board of Directors to increase the share capital by maximum NOK 13 680 147. The mandate expires at the General Meeting to be held during spring 2017, 30 June 2017 at the latest.

Mandate to the Board of Directors to repurchase of shares

On 22 February 2016, the General Meeting resolved to provide a mandate allowing the Board of Directors to repurchase share capital by maximum NOK 2 736 029. The mandate allows for the purchase price between NOK 1 and NOK 20 per share. The mandate expires at the General Meeting to be held during spring 2017, 30 June 2017 at the latest.

To the Annual Shareholders' Meeting of Aega ASA

Independent auditor's report

Report on the Financial Statements

We have audited the accompanying financial statements of Aega ASA, which comprise the balance sheet as at 31 December 2015, income statement, changes in equity and cash flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

The Board of Directors and the Managing Director's Responsibility for the Financial Statements

The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by EU, and for such internal control as The Board of Directors and the Managing Director determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements are prepared in accordance with the law and regulations and present fairly, in all material respects, the financial position of Aega ASA as at 31 December 2015, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by EU.

PricewaterhouseCoopers AS, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap

Independent auditor's report - 2015 - Aega ASA, page 2

Report on Other Legal and Regulatory Requirements

Opinion on the Board of Directors' report and the statement on Corporate Governance

Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors report and in the statement on Corporate Governance concerning the financial statements, the going concern assumption and the proposal for the allocation of the profit is consistent with the financial statements and complies with the law and regulations.

Opinion on Registration and Documentation

Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements ISAE 3000 "Assurance Engagements Other than Audits or Reviews of Historical Financial Information", it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company's accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.

Oslo, 22 April 2016 PricewaterhouseCoopers AS

Ole Onfinien

Ola Anfinsen State Authorised Public Accountant (Norway)