Nordic Financials ASA — Annual Report 2016

Apr 30, 2017

ANNUAL REPORT 2016

Aega ASA

Organization number 997410440

BOARD OF DIRECTORS' REPORT FOR 2016

Aega 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.

Transition from financial investment company to solar utility company

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

Purchase of Aega Yieldco AS:

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 ASA is now a solar utility company that acquires and operates solar power plants. Aega ASA currently owns a portfolio of six individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 6MW. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), with solid authorisations. Aega ASA targets to reach a total production capacity of 20MWp within the next year 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 and its reporting currency have been changed to EURO.

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

Exit of financial positions:

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 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 March 2017 and the court's ruled in favour of the majority owner, the valuation the court decided was 10,6 NOK per share, in addition Aega had to cover the trial costs. The Company appealed the decision and the appeal hearing was held 7-8 March 2017 in Gulating Court of Appeal. The appeal court decided to keep the value of 10,6 NOK per share. In the Interim Financial Statements, a value of NOK 10.60 per share has been used and a provision for potential legal costs has been made.

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

Solar utility investments during the year

Investments:

The company made one new investment during the year; a 1 MW solar plant in Casoli, Abruzzo, Italy. The company now owns a portfolio of 6 high quality solar plants with a total production capacity of 6 MWp.

The company is continuously working on new investments targets. However, due to the strict investment criteria's no further parks have been bought in 2016.

During the year Aega considered the opportunity to buy a company owning a 14 MW solar plant portfolio and EUR 10.7 mill in cash, against a share-based consideration. The negotiations were terminated due to findings in the due diligence process. All of the company's new investments undergo a rigorous due diligence process, and a satisfactory outcome is a prerequisite before going forward with any investment decision. Although the intended transaction contemplated risk mitigates, the findings were red flags according to the company's investment criteria, and the process was therefore terminated.

Financial summary

The financial statement for 2016 showed a loss of EUR 1 871 278 after tax, compared to a loss of EUR 354 845 for 2015. The loss in 2016 is mainly due to acquisition and transaction cost of EUR 1 141 020, related to the listing process, acquisition process of 14MW and reorganization of the group. Revenues was EUR 2 486 380 in 2016, compared to EUR 932 720 for 2015. Cost of operation was EUR 358 516 in 2016 and EUR 13 991 in 2015. The main reason for the increase in operating costs is that the solar production capacity for the whole year are about 300% larger than in 2015. Also there has been some double payments to the O&M supplier due to termination of previous vendor. Sales, general and administration expenses was EUR 1 176 135 in 2016 compared to 214 334 one year prior. The main reason here is also the increased scope of the operation.

At the end of the year the company had solar parks valued at EUR 15 168 954 compared to EUR 13 217 323 in 2015.

The company had non-current debt of EUR 10 201 990 outstanding to financial institutions either as leasing or project finance at the end of 2016, at the end of 2015 the amount was EUR 9 435 588. Cash and cash equivalents was EUR 688 066 at the end of 2016, compared to EUR 1 387 519 one year prior. The company's liquidity is deemed sufficient.

Total equity was EUR 6 069 327 at year end 2016, compared to EUR 4 741 786 one year earlier.

Dividends during the year

The company has paid four dividends in 2016. The first of NOK 0,0265 with ex. date 23 February. The second of NOK 0,075 with ex. date 23 May. The third of NOK 0,075 with ex. date 23 August. The fourth of NOK 0,03 with ex. date 19 December. The total amount paid in 2016 was NOK 6 545 621. Compared to NOK 2 755 620 in 2015 (from Aega Yieldco /Aega Prima).

Placements during the year

The company completed two private placements in 2016.

The first private placement of new shares for a total consideration of NOK 25.5 million. The over-subscribed placement was made at a subscription price of NOK 3 per share. The new shares were listed on Oslo Axess on 19 August 2016.

The company completed a private placement of new shares for a total consideration of NOK 15 million on 20 December 2016. The placement was made at a subscription price of NOK 3 per share. The new shares were listed on Oslo Axess on 29 March 2017.

Events after year-end

Acquisition of certain assets from Solex AS (earlier known as Aega Solar AS)

Solex AS, a Norwegian private limited company, is a management company that has provided management services to Aega ASA through a management agreement, refer to note 7 Related party. The objective of the Transaction is to insource the management services earlier provided by Solex AS to Aega ASA and thereby create a simpler and more sustainable management structure. The assets to be acquired consist of six ongoing consultancy agreements and two employee contracts, personal IT equipment and miscellaneous office furniture. The parties agreed further to terminate the Management Agreement from the closing of the transaction.

9 December 2016, the extraordinary general meeting of Solex AS approved the transaction whereby Aega ASA will acquire certain assets from Solex AS related to the operation of Aega ASA's solar plants. The asset purchase agreement governing the transaction was subsequently approved by Solex AS and Aega ASA. The agreement was completed the 31 January 2017.

As consideration for the assets, and the termination of the management agreement, Aega ASA shall as full and final settlement pay a purchase price of NOK 11 million. Aega ASA will issue 3 million shares (consideration shares) and 2 million warrants in Aega ASA to Solex AS. As part of the settlement, Aega ASA will also assume certain of Solex AS's liabilities, limited upwards to NOK 6.1 million. 60% of the consideration shares will be subject to a 24 month lock-up period from the closing date. Each of the warrants will entitle Solex AS to subscribe for one share in Aega ASA at an initial exercise price of NOK 3.10 per share. The exercise price for each warrant shall at the time of exercise of such warrant be adjusted downwards on a NOK-for-NOK basis by any dividend per share paid by Aega ASA in excess of an annual dividend of 7% of NOK 3.10 in the period from the issue of the warrant until the exercise of the warrant. The warrants shall be exercisable during exercise periods lasting for four weeks from the date of publication of Aega ASA's annual financial statements for the financial years 2017, 2018, 2019 and 2020, provided, however, that the last exercise period shall end no later than 30 June 2021. Any unexercised warrants shall expire without any compensation to the holder on 30 June 2021.

On 20 December 2016, Aega ASA announced the completion of a private placement of new shares in the Company raising gross proceeds of NOK 15.0 million and the waiver of the condition in the Agreement regarding the completion of a private placement with minimum gross proceeds of NOK 25 million. Completion of the transaction is also subject to the fulfilment of certain other conditions, including:

• The general meeting of Aega ASA shall, validly and with the required majority, and subject only to completion of the transaction, have approved the issue of the consideration shares, the Warrants and the private placement shares.

• The agreements to be transferred to Aega ASA pursuant to the Agreement shall be legal, binding, valid and enforceable in accordance with their terms and there shall not be, or have been, any breach of any such agreement or any circumstances giving rise to such a breach.

• All of Solex AS's contracting parties in the agreements mentioned above, shall have given their consent to the assignment of the relevant agreements to Aega ASA on existing terms.

• Aega ASA shall have entered into new employment agreements with the employees of Solex AS with effect from the closing date and on terms satisfactory to Aega ASA, and the employees' existing employment agreements with Solex AS shall terminate with effect from the Closing Date.

• The employees of Solex AS shall have accepted that Aega ASA, with the exception of the assumed liabilities and liabilities pertaining to the period from the closing date, does not assume any liabilities with respect to the employees of Solex AS.

As disclosed in a stock exchange notice dated 25 November 2016, shareholders representing about 69.3% of the shares and votes in Aega ASA have undertaken to vote in favour of the transaction at the Company's extraordinary general meeting to be held in January 2017.

Share capital increase registered

The 3 January 2017 issuance of 4 991 184 new shares was registered. Aega's new share capital is NOK 40 882 141 divided into 40 882 141 shares, each with a par value of NOK 1.00 per share.

Purchase of Casale S.r.l

21 April 2017 Aega ASA has through a 100% owned subsidiary today signed an agreement to buy a solar PV plant of 1MWp production in Emilia-Romagna in Italy by taking over Casale S.r.l. for ca. 2,8mEuro of which 0,9mEuro is equity and the rest is takeover of existing debt. The Casale S.r.l. acquisition is expected to yield an IRR of 15 percent from the equity investment.

Outlook

The company's main activity is investments in and operations of solar parks. Aega ASA currently owns a portfolio of six individual solar parks in northern Italy with a combined production capacity of 6MWp. The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), with strict investment criteria. Aega ASA targets to reach a total production capacity of 20MW within 2017 by taking advantage of the current attractive market for secondary solar parks in Italy.

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

The Group is dependent on government subsidies

The Group depends substantially (80-90% of revenue) on government incentives. A reduction of government support and financial incentives for the installation of solar power plants in Italy could result in a material decline in revenues and possibly the availability of investment opportunities, which would have a material adverse effect on the business prospects, financial condition and results of operations of the Group. Since all solar power plants owned by the company are located in Italy there is no risk diversification with respect to this specific risk.

Liquidity risk

Liquidity risk is the risk of the company not being able to meet its obligations. The company is in a growth phase and it seeks a high portion of its capital employed in the business, therefore taking liquidity risk. The board is continuously assessing the liquidity situation with the management. The growth plans of the company will require substantial new capital.

Currency risk

The Company is located in Norway, but has the main share of its operations through Italian subsidiaries. All revenues are denominated in EUR, while costs occur in both EUR and NOK. The Company will therefore be exposed to currency risk, primarily to fluctuations in EUR towards NOK. Such fluctuations could materially adversely affect the Company's business, financial condition or results of operations

Interest rate risk

The Group plans to fund the acquisition of solar power plans with 70-80% debt in normal cases, and with up to 100% debt in special cases. The target leverage ratio is approximately 75% on a portfolio level. Increasing interest rates could significantly reduce the profitability of investing in solar power plants, which could have a material adverse effect on the Group's business, prospects, financial condition and results of operations.

Credit risk

The company is exposed to credit risk through cash and cash equivalents, and receivables. The company's banks are mainly large Norwegian and Italian financial institutions. The main receivables are from GSE a subsidiary owned by the Italian Ministry of Economy and Finance. The risk of loss on cash and receivables is considered to be low.

Employees, anti-discrimination and environment

The company had no employees as of 31 December 2016, see subsequent events for further details.

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 33% women and 67% men.

The company's activities have in 2016 been investment in solar power plants, the company aims to have a negative carbon footprint by increasing the production of acquired power plants.

Social responsibility

The company has not implemented specific guidelines for social responsibility, however the group are now working on new guidelines.

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 2017 and the company's long-term strategic predictions for the years to come.

Allocation of profit and loss

The net loss for 2016 was EUR 1 871 278, total comprehensive income was a loss of EUR 1 777 541 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 equity of 6 069 327.

Oslo, 30 April 2017

Knut Øversjøen

Chairman

Rolf M. Normann

Chief Executive Director

Geir Upsaker

Board member

Anne Young Syrrist Board member

Responsibility statement

The Board confirms, to the best of their knowledge, that the financial statements for the company for 2016 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 2016 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.

Oslo, 30 April 2016

Knut Øversjøen

Chairman

Geir Upsaker Board member

Anne Young Syrrist Board member

Rolf M. Normann

Chief Executive Director

MANAGEMENT REPORT FOR 2016

Operations

Production in 2016 was 4,68% above the base case scenario for the year. The higher production is a result of close to 100% uptime, good operation and maintenance and high irradiation. Except for a minor theft on one of the parks there has been no major downtime of the plants.

In Q2 Aega signed an operation and maintenance agreement with one of the world's leading specialists for renewable energies; Juwi AG. Already from the start of Q3, Juwi was the O&M operator of 5 out of 6 plants. The new contract is expected to result in higher production and Opex savings, but will first have full effect from 2017, because of termination clauses in previous contracts.

During the year Aega has installed Meteocontrol on all but one plant, and has now a uniform platform for its portfolio making monitoring and rectifications more efficient.

All of Aega's plants except Piano Mulino have performed better than the base case in 2016:

Power production kWh	Q4 2016	Q3 2016	Q2 2016	Q1 2016	FY 2016	Q1 2015	Q2 2015	Q3 2015	Q4 2015	FY 2015
Photo-Volt One S.r.l	225 487	439 642	451 772	253 638	1 370 539	229 809	406 535	448 461	213 074	1 297 879
DT S.r.l	225 839	449 667	408 051	245 328	1 328 885	0	429 523	442 588	219 652	1 091 763
Collesanto S.r.l	489 379	944 590	864 215	508 619	2 806 803	0	0	0	477 666	477 666
JER-12 S.r.l	165 305	464 002	437 307	243 325	1 309 938	0	0	0	85 995	85 995
Piano Mulino S.r.l	221 388	431 711	0	0	653 099	0	0	0	0	0
Total	1 327 398	2 729 611	2 161 345	1 250 910	7 469 264	229 809	836 058	891 049	996 386	2 953 303

Base Case* Power production kWh	Q4 2016	Q3 2016	Q2 2016	Q1 2016	FY 2016	Q1 2015		Q2 2015 Q3 2015	Q4 2015	FY 2015
Photo-Volt One S.r.l	173 489	450 498	395 658	178 512	1 198 157	179 409	397 646	452 761	174 361	1 204 177
DT S.r.l	222 445	427 174	414 013	256 599	1 320 231	0	416 093	429 321	231 275	1 076 689
Collesanto S.r.l	466 080	902 111	858 926	561 427	2 788 543	0	0	0	468 422	468 422
JER-12 S.r.l	161 292	429 499	427 840	150 287	1 168 918	0	0	0	85 217	85 217
Piano Mulino S.r.l	220 738	438 458	0	0	659 196	0	0	0	0	0
Total	1 244 045	2 647 739	2 096 437	1 146 824	7 135 045	179 409	813 739	882 082	959 275	2 834 505

* The base case AEGA uses is the case put as a basis for our valuation and purchases of power plants. Every year we estimate that the production is reduced by 0,5% due to degradation.

Electricity price developments

The wholesale power price in Italy has been fairly volatile since 2004, and the price increased from just above 50 EUR/MWh in 2004 to the peak level of 80-90 EUR/MWh in 2008. In recent years, the price has dropped to between 40-55 EUR/MWh. The average price in 2016 was 42,78 EUR/MWh which is the lowest seen over the last twelve years, however so far in 2017 we have seen a comeback in the energy prices. The construction of PV and wind power plants between 2008 and 2012 and the decrease in electricity consumption are seen as the main long term forces behind the price decrease by the Italian regulatory Authority for Electricity, Gas and Water

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 6MW. 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 20MW within the year 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 2016 was EUR 6 969 327, and the number of outstanding shares was 35 890 957, all with equal rights and listed on Oslo Axess.

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 when the portfolio is large enough.

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, 29 May 2017.

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 2016.

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 2016 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. Nomination committee 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 one woman 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 shareholders.

At present, Geir Upsaker owns indirectly 602 430 shares and 15 890 warrants in Aega ASA through his ownership of Solex AS. None of the other 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 board of directors are the remuneration committee for the Chief executive officer.

The board has evaluated the need for an audit committee, and for the time being decided 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 board members receive 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.

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 NOTE 17 statement on the remuneration for senior executives highlights the remuneration policies adopted by the company.

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, 30 April 2016

Knut Øversjøen

Chairman

Geir Upsaker Board member

Anne Young Syrrist Board member

Rolf M. Normann

Chief Executive Director

Brief biographies of the members of the Board:

Knut Øversjøen, Chairman

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

Geir Upsaker

Geir Upsaker has been a part of the Aega system since its foundation. He previously held a Board position in NorskSolkraft AS and has an extensive background from the financial services industry, from firms such as Gjensidige NOR, Fellesbanken and Elcon Securities. Mr. Upsaker holds a degree from the University of Karlstad.

Current positions	directorships	and	senior	management	Laboremus Eiendom AS (CEO), Rød Gård Holding AS (Chairman), Fronco AS (Chairman), Aega ASA (board member)
fiveyears	Previous directorships and senior management positions last				Gjensidige Nor (Head of proprietary Trading), Elcon Securities (Head of fixed income), Fellesbanken (Deputy General Manager), AEGA Solar AS (board member)

Anne Young Syrrist

Anne Syrrist holds a Master of Science from NTH and an Executive MBA within Financial Management from NHH. Syrrist has nearly 20 years experience from business development & advisory from various roles within management consulting (BCG), venture capital investments (Convexa), corporate development (Lindorff & Carlsberg) and for the last four years leadership advisory with Amrop. Syrrist has held various board positions roles previously in her career, in both listed and non-listed companies. Syrrist currently leads business development in Haugen-Gruppen AS, a leading Nordic distributor of food and beverage to the retail and foodservice market.

Current positions	directorships	and	senior	management	Aega ASA (board member), Haugen-Gruppen AS (head of business development)
five years	Previous directorships and senior management positions last				Ringnes AS (Business Development Director), Sensonor Technologies AS (CFO), Amrop (Partner)

Group financials 2016

1 Jaunuary through 31
	December
Note	2016	2015
3	2 078 247	773 878
3	314 270	142 968
3	93 863	15 874
	2 486 380	932 720
		-13 991
		-214 334
		-463 776
		-374 736
	-1 165 013	-134 117
		24 916
		19 011 -257 471
		178 411
		-169 249
		-185 596
	-1 871 278	-354 845
10	-0,06	-0,08
10	31 078 951	1 382 798
		239 046
	-1 777 541	-115 799
		-115 799
	4 4,5,6,7 4,5,6,12 12 9,15.1 9,15.1 9,15.1 9 8 Items that may be reclassified to profit and loss	-358 516 -1 176 135 -1 141 020 -975 720 45 950 2 246 -577 983 -70 229 -1 765 029 -106 249 93 738 -1 777 541

Consolidated statement of profit and loss and other comprehensive income

Consolidated statement of financial positions

		31 December
(EUR)	Note	2016	2015
ASSETS
Property, plant and equipment	12,14	15 168 954	13 217 323
Deferred tax assets	8	691 449	796 959
Non-current assets		15 860 403	14 011 140
Receivables	15.1	1 104 031	816 432
Other current assets	15.1	1 002 556	404 415
Cash and short term deposits	15.2	688 066	1 387 519
Current assets		2 794 653	2 608 367
TOTAL ASSETS		18 655 056	16 619 506
EQUITY AND LIABILITIES
Share capital	11	3 950 008	60 442
Share premium	11	6 524 409	4 829 919
Paid in capital		10 474 417	4 890 361
Accumulated profit & loss		-4 737 873	-387 621
Foreign Currency translation reserve		332 784	239 046
Other equity		-4 405 089	-148 575
Total equity		6 069 327	4 741 786
Long term loans	15.3	3 019 563	3 186 113
Leasing	15.3	7 182 426	6 249 475
Total non-current liabilities		10 201 990	9 435 588
Trade payables and other payables	15.4,16	629 451	878 522
Short term financing	15.3	963 660	772 216
Current tax	8	19 152	3 142
Derivative financial instruments	15.5	771 477	791 395
Total current liabilities		2 383 739	2 442 132
Total liabilities		12 585 729	11 877 720
TOTAL EQUITY AND LIABILITIES		18 655 056	16 619 506

Oslo, 30 April 2016

Knut Øversjøen

Chairman

Geir Upsaker Board member

Anne Young Syrrist Board member

Rolf M. Normann Chief Executive Director

Consolidated statement of cash flow

(EUR)	Note	2016	2015
Ordinary profit before tax		-1 765 029	-169 249
Paid income taxes	8	-138 341	-205 551
Depreciation	12	975 720	374 736
Changes in trade receivables and trade payable		-536 670	131 117
Changes in other accruals		-8 995	311 296
Cash flow from operations		-1 473 315	442 349
Acquisition of subsidiary, net of cash acquired		-1 106 449	758 223
Cash flow from investments		-1 106 449	758 223
Proceeds from issue of share capital		3 148 217	0
Dividends or shareholder distributions	11	-732 091	-308 201
Repayment of loans		-629 553	-390 731
Cash flow from financing		1 786 574	-698 932
Cash at beginning of period		1 387 519	885 880
Net currency translation effect		93 738	0
Net increase/(decrease) in cash and cash equivalents		-793 191	501 640
Cash at end of period	15.1	688 066	1 387 520

Consolidated statement of changes in equity

	Foreign Currency
(EUR)	Share capital	Share premium fund	Other equity	translation reserve	Total equity
Equity 2014	1 176 340	0	14 398	30 120	1 220 858
Dividends or distribution to
shareholders		-308 201			-308 201
Merger Aega Yieldco	-1 121 623	4 621 773	-47 411		3 452 739
Share issue 16-Dec-15	5 725	516 347			522 071
Profit (loss) After tax			-379 761		-379 761
Other comprehensive income			24 916	239 046	263 963
Other			237	-30 120	-29 883
Equity 2015	60 442	4 829 919	-387 621	239 046	4 741 786

(EUR)				Foreign Currency
	Share capital	Share premium fund	Other equity	translation reserve	Total equity
Equity 2015	60 442	4 829 919	-387 621	239 046	4 741 786
Share issue Aega Yieldco 7.1.2016	4 710	562 342			567 052
Acqusition NOFIN, inc. Increase
denomination	2 969 549	198 380	-2 478 974		688 955
Dividends or distribution to		-732 091			-732 091
shareholders
Capital increase 30.5.2016	915 307	1 665 859			2 581 166
Profit (loss) After tax			-1 871 278		-1 871 278
Other comprehensive income				93 738	93 738
Equity 2016	3 950 008	6 524 408	-4 737 873	332 784	6 069 327

1 General information

Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Munkedamsveien 35, NO-0250 Oslo, Norway.

Aega Energy Prima AS was the first company in the group, and was founded on 28 April 2014. Aega Energy Prima AS bought the first solar power park in August 2014, Photo-Volt One Srl. In the end of Q1 2015 it bought the second park DT Srl. In November 2015, Aega Yieldco AS purchased Aega Prima Energy AS, Aega Seconda Energy AS and Aega Terza Energy AS, with consideration in shares, for accounting purposes. In January 2016 Aega Yieldco AS was purchased by Nordic Financials ASA with consideration in shares (now Aega ASA), the transaction was considered a reverse takeover for accounting purposes.

Aega ASA owns and operates 6 photovoltaic power plants in Italy, and its main business activity is to invest in photovoltaic power plants in Italy.

The parent company was listed on Oslo Axess in 2011. The consolidated financial statements for Aega ASA, including disclosure requirements for the accounting period ended 31 December 2016, were approved by the Board of Directors and CEO on 30 April 2017, and will be presented for approval at the annual General Meeting on 19 May 2017.

2 Basis of preparation

The consolidated financial statements for the financial year 2016 have been prepared in accordance International Financing Reporting Standards as adopted by the European Union ("IFRS") and interpretations that are relevant to the Group, as well as the disclosure requirements in the Norwegian Accounting Act and requirements set out by Oslo Stock Exchange, which are effective for financial periods commencing 1 January 2016.

All amounts are presented Euro if not otherwise stated.

2.1 Going concern

The annual accounts have been prepared based on the going concern assumption in accordance with section 3-3a of the Norwegian Accounting Act. This is based on the group's plans, budgets and level of activity going forward.

2.2 Segment reporting

Aega owns and group's business is to operate solar power plants in Italy. For management purposes, the group is only organised into one segment, the Italian solar power business. All Italian Companies in the group owns one solar power plant except for Collesanto Srl that owns two. Financial information operates five solar power plants in Italy, which generate electricity.

Since the company only has one segment it does not publish separate segment reporting.

2.3 Approved IFRSs and IFRICs with future effective dates with effect for the group

Standards and interpretations that are issued up to the date of issuance of the consolidated financial statements, but not yet effective, are disclosed below. Note that only relevant standards and interpretations are discussed. The group's intention is to adopt the relevant new and amended standards and interpretations when they become effective, subject to EU approval.

2.3.1 IFRS 9 Financial Instruments

In July 2014, the final version of IFRS 9 Financial Instruments was issued to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The group currently plans to apply IFRS 9 initially on 1 January 2018. The actual impact of adopting IFRS 9 on the group's consolidated statements in 2018 is not known and cannot be reliably estimated because it will be dependent on the financial instruments that the group holds and economic conditions at that time as well as accounting elections and judgements that it will make in the future.

2.3.2 IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes a comprehensive framework to determine whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance. IFRS 15 is effective for annual periods beginning on or after 1 January 2018. The core principle of IFRS 15 is that revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all revenue contracts and provides a model for the recognition and measurement of sales of some non-financial assets (e.g., disposals of property, plant and equipment). The group has not yet finally assessed the impact as per date of this report, however it is not expected that the new standard will have significant effect on the group's financial statements.

2.3.3 IFRS 16 Leases

IFRS 16 introduces a single, on-balance sheet accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are optional exemptions for short-term leases and leases of low value items. The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15 revenue from contracts with customers at or before the date of initial application of IFRS 16. The impacts are not limited to the balance sheet. There are also changes in accounting over the life of the lease. For most leases, there will now be recognized a frontloaded pattern of expense, even when they pay constant annual rentals. The group consider that IFRS 16 may have future effect on the financial statements at the date of implementation, but has not yet assessed the impact as per date of this report.

2.4 Use of estimates and assumptions

The preparation of financial statements in accordance with IFRS requires management to make estimates, judgments and assumptions that both affect the application of accounting principles and the reported amounts of assets, liabilities, revenues and costs. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances.

Actual results may differ from the estimated amounts. Estimates, judgments and underlying assumptions are continuously assessed. Changes in estimates are recognised in the accounting period when the estimates are changed and in future accounting periods affected by the changes.

Key areas for judgments, assumptions and estimates at the balance sheet date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed in the respective note marked with the icon

2.5 Significant accounting principles

The accounting principles are outlined below or in the respective note marked with the icon . The accounting principles have been consistently applied in all periods for all of the group companies. Where required, the subsidiaries' financial statements have been adjusted to ensure consistent accounting principles within the Group.

2.5.1 Foreign currency

2.5.1.1 Functional currency and presentation currency

The group's presentation currency is the Euro (EUR) and the parent company's functional currency is the Norwegian Krone (NOK). The group's activity and all its plants are located in Italy. Revenue and related expenses are in EUR. As such, the Company is of the opinion that the results for the group are best reflected using EUR as the presentation currency.

2.5.1.2 Consolidation

The accounts of any unit in the group which uses a functional currency deviating from the group's functional currency are translated to NOK as follows:

• Assets and liabilities are translated at the foreign exchange rate at the balance sheet date,
• The income statement is translated at average exchange rates for the period, and
• All exchange differences are booked to other comprehensive income

On disposal of a foreign operation, the accumulated translation differences relating to the subsidiary are recognised in the statement of comprehensive income.

Translation differences arising from the translation of a net investment in foreign operations are specified as translation differences in the statement of equity.

The functional currencies of the group entities are NOK and EUR. At year end, the statement of financial position was converted from functional currency to presentation currency EUR using 9,0863 and 9,6190 31 December 2016 and 2015 respectively.

The group consolidates all subsidiaries at the Aega ASA level.

The following shows the time the relevant companies are included in the group consolidated statements.

AEGA Energy Prima AS Founded 28.4.2014 Photo-Volt One Srl DT Srl	Purchased 14.8.14	Consolidated from 1.4.15
AEGA Yieldco AS		Consolidated from 1.11.15
AEGA Energy Seconda AS Collesanto Srl		Consolidated from 1.11.15 Consolidated from 1.11.15
AEGA Energy Terza AS JER-12 Srl		Consolidated from 1.11.15 Consolidated from 1.11.15
AEGA ASA (NOFIN)		Consolidated from 20.1.16
Piano Molino Srl		Consolidated from 1.7.2016

Company: 2015-01 2015-02 2015-03 2015-04 2015-05 2015-06 2015-07 2015-08 2015-09 2015-10 2015-11 2015-12 2016-1 2016-2 2016-3 2016-4 2016-5 2016-6 2016-7 2016-8 2016-9 2016-10 2016-11 2016-12

Green marking signals that the company accounts is included in the group-consolidated account for the relevant month.

As illustrated in the Timeline above the annual report is based on Aega Energy Prima AS being identified as the acquirer of first Aega Yieldco AS and then Aega Yieldco AS as the acquirer of Nordic Financials ASA. This assessment is based on a substance over form consideration. The main argument for having Aega Energy Prima AS and later Aega Yieldco AS as the acquirer is that the shareholders in the acquired company actually gains a material stake in the acquiring company, and the business of the acquired company is the one that prevails. In addition Aega Energy Prima AS has the longest history in the segment of the "new" Aega ASA.

Aega Energy Prima AS was established 28 April 2014 and bought the first solar power park in August 2014, Photo-Volt One Srl. In the end of Q1 2015 it bought the second park DT Srl. In November 2015, Aega Yieldco AS purchased Aega Prima Energy AS, Aega Seconda Energy AS and Aega Terza Energy AS, with consideration in shares, for accounting purposes. In January 2016 Nordic Financials ASA (now Aega ASA) purchased Aega Yieldco AS with consideration in shares. The transaction was considered a reverse takeover for accounting purposes. The reverse takeover has impacted the comparison numbers.

2.5.1.3 Transactions and balances in foreign currency

Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into the functional currency using the exchange rate applicable at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Change in exchange rates are recognised in the statement of comprehensive income as they occur during the accounting period. These changes are likely to be reversed the profit and loss going forward.

3 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

The Group has two main sources of revenue:

Feed-in Tariff (FiT)

The Feed-in Tariff is a fixed nominal fee that is paid to the operator of a solar power plant for each kWh of produced electricity over the 20 year contract period. Payment of FiT is managed by Gestore dei Servizi Energetici ("GSE"), which is a governmental agency with the purpose of promoting and supporting renewable energy sources in Italy. The fixed Feed-in Tariff received from GSE typically represents approximately 80-90% of the solar power plant revenues. Since 6 July 2013, FiTs are no longer available to newly permitted Photovoltaic plants (PV )projects.

The incentive is paid in equal instalments each month based on 90% of a basis production set out by GSE. In June/July the following year the Group receives the difference between the payments received by GSE and the actual production multiplied by the Feed-in Tariff.

From an accounting perspective Aega recognises full Feed-in Tariff when the electricity is produced.

Sales of electricity

The actual wholesale price of electricity is paid to the operator of a solar power plant for each kWh of produced electricity the system feeds into the grid. The system operator can decide whether to sell the electricity on the spot market or agree on a fixed contract. The operator's dependency on the market price will primarily depend on the level of fixed FiT relative to variable wholesale price.

The wholesale power price in Italy has been fairly volatile since 2004, and the price increased from just above 30 EUR/MWh in 2004 to the peak level of 80-90 EUR/MWh in 2008. In recent years, the price has dropped to around 50 EUR/MWh.

Revenue from the sale of electricity is recognised in the statement of profit and loss once delivery has taken place and the risk and rewards of ownership have been transferred.

GENERAL

The group derives the following types of revenue:

(EUR)	2016	2015
Feed-In Tariff revenue	2 078 247	773 878
Sales of electricity	314 270	142 968
Other revenue	93 863	15 874
Revenues	2 486 380	866 976

3.1.1.1 The Group is dependent on government subsidies, incentives and supportive regulatory framework

The Group depends substantially on government incentives. Without government incentives, or with reduced government incentives, the cost of electricity generated by solar power plants currently would not be competitive with conventional energy sources (e.g., nuclear power, oil, coal and gas) in most current markets, and the availability of profitable investment opportunities to the Group would be significantly lower, which could have a material adverse effect on the Group's business, financial condition, results of operations and cash flows.

Political developments could lead to a material deterioration of the conditions for, or a discontinuation of, the incentives for solar power plants. It is also possible that government financial support for solar power plants will be subject to judicial review and determined to be in violation of applicable constitutional or legal requirements, or be significantly reduced or discontinued for other reasons. A reduction of government support and financial incentives for the installation of solar power plants in any of the markets in which the Group currently operates or intends to operate in the future could result in a material decline in the availability of investment opportunities, which would have a material adverse effect on the business prospects, financial condition and results of operations of the Group. The Group's current investments are located in Italy and hence subject to the same incentive scheme regime; i.e. there is limited or no risk diversification with respect to this specific risk.

3.1.1.2 Weather variations could have a material adverse effect on the Group

Even in a stable climate, the weather, and hence the production of energy from the solar power plants, varies from year to year. This will influence the periodic revenues, and hence the results of operation and cash-flows of the Group. Over time the irradiation and production may approach the expected average, but still with the risk of less production than anticipated. However, due to climate changes it is also possible that the expected annual irradiation changes over long periods of time. It is possible that this may materially adversely influence the expected performance of the Group's plants during their technical lifetime.

3.1.1.3 Falling power prices may materially reduce the Group's income and profitability

The market price for electricity changes according to market conditions. In Italy, the total revenue from power sales is composed of a fixed Feed-in Tariff plus the market price for electricity. The market price component currently represents approximately 20% of revenues for the Group's current portfolio, and in certain projects even more of the power sale revenues. If local power market prices fall, the Group's revenues, results of operation and cash flow may be materially adversely affected. Power prices may be affected by several factors, including the level of installed photovoltaic ("PV") capacity and changes in the prices of hydrocarbons (e.g. oil, gas and carbon).

4 Operating cost

Operating cost is presented by function in the statement of comprehensive income as this provides the most relevant and reliable information of the group's performance.

ANALYSIS OF THE NATURE OF OPERATION COSTS (EUR)	2016	2015
Revenues	2 486 380	932 720
Cost of operations	-358 516	-13 991
Land rent	-7 000	-7 000
Insurance	-53 934	-23 746
Operation & Maintenance	-195 262	-42 848
Other operations costs	-102 321	59 602
Sales, General & Administration	-1 176 135	-214 334
Accounting, audit & legal fees	-99 761	-54 445
IMU tax	-16 847	-27 110
AEGA Solar management fee	-466 282	-110 606
Other administrative costs	-593 246	-22 173
Acquisition & financing cost	-1 141 020	-463 776
Acquisition transaction costs	-718 527	-212 032
Funding & IPO costs	-347 134	-9 786
Other non-recurring items	-75 359	-241 958
EBITDA	-189 293	240 619

For salary- and AEGA Solar management fee, please refer to Salary note and Related party note respectively.

REMUNERATION TO AUDITORS

(NOK)	Note	2016	2015
Statutory audit		97 317	2 393
Prospectus and cost relating to lising etc		8 501	0
Tax consultant services		640	0
Other assurance services		4 304	13 776
Total auditor fee		110 763	16 170

Operating cost RISK

Increasing OPEX

The Group plans to operate and maintain the power plants according to best practice and continuous improvements in a cost efficient manner. However, increased costs related to the amount of consumables or the manpower cost may change over time. Replacement of main or auxiliary systems may come at more frequent intervals than planned. Financing, insurance and regulatory requirements may also lead to increased operating cost. This may have a material adverse effect on the Group's operating results and cash-flows.

MARKET RISK

Foreign exchange risk

The Group is exposed to currency risk relating to costs, receivables and liabilities in currency other than the functional currencies for its entities, which are NOK and EUR. All revenue is denominated in EUR. Costs are in EUR and NOK. At present, the Group does not utilise financial instruments to handle this currency risk. The Group's balance sheet is exposed to exchange rate movements between the functional currencies and the presentation currency (EUR). The Group aims to have around 3 million NOK to cover costs in the Norwegian entities, the remaining cash reserves should normally be hold in EUR. A decreasing EUR compared to NOK could limit the cash flow to investors.

Inflation

Increasing inflation could have a significant negative impact on the profitability of investing in solar power plants. As the major part of the income generated by solar power plants is fixed in nominal terms and operational expenses are subject to inflation there is a risk that increasing inflation will have a material adverse effect on the profitability of the Group.

Interest rates

Increasing interest rates could have a significant negative impact on the profitability of investing in solar power plants The Group plans to fund the acquisition of solar power plans with 70-80% debt in normal cases, and with up to 100% debt in special cases. Increasing interest rates could significantly reduce the profitability of investing in solar power plants, which could have a material adverse effect on the Group's business, prospects, financial condition and results of operations. To remedy this risk the Group has interest swap agreements related to 5 out 6 financing contracts.

5 Salary and salary related

The group has no employees. All administrative, technical and commercial services necessary for the operation of the group is conducted by Aega Solar AS through the Management Agreement as described in the Related party note. The position as

CEO is outsources and held by Mr. Finstad, employed by Vaagen Corporate Finance AS as described in the Remuneration to management and Board of Directors note.

The group does not have any pension or retirement benefit schemes or any share-based payment incentive schemes.

6 Remuneration to management and Board of Directors

MANAGEMENT

During 2016 the CEO position (Vegard Knut Fartein Torsøn Finstad) is outsourced to Vaagen Corporate Finance AS, a company that has management for hire assignments as its main activity. The assignment is governed by an engagement letter and the remuneration is based on an agreed hourly fee witch is on market terms and considered suitable for the services provided. The amount paid to Vaagen Corporate Finance AS is EUR 91 038 (NOK 846 000) and EUR 33 868 (NOK 302.813) for 2016 and 2015 respectively.

From 1 February 2017, Rolf Martin Normann have been employed as the CEO of Aega ASA.

Other management personnel have been provided by Solex AS in 2016 (Aega Solar AS) see related party transactions for further details about the agreement. The agreement has been terminated from 1 February 2017, see subsequent events.

Mr. Finstad are not entitled to any other forms of remuneration or any additional remuneration. No member of group management have any service contracts providing for benefits upon termination of employment.

BOARD OF DIRECTORS

The remuneration to Board members for their services for the period from the Annual General Meeting held 18 May 2016 to the Annual General Meeting held in 2017 is EUR 26 903 (NOK 250,000) for the Chairman of the Board and EUR 21 522 (NOK 200,000) for each board member.

Remuneration to the Board of Directors paid:

				Salary	Other expensed benefits and bonus
Name	Position	Periode served to/from	2016	2015	2016	2015
Knut Øversjøen	Chairman	Served from 18 January 2016.	237 329	0	385 898	0
		Served from 18 December 2015.
Geir Upsaker	Member	Served until 18 January 2016 and	4 247	1 781	0	0
		again from 29 November 2016
		Served from 18 December 2015.
Grete Sønsteby	Member	Served until 29 November 2016	144 110	1 781	0	0
		Served from 18 January 2016. Until			0 399 618
Göran Mikael Schoultz	Member	29 November 2016	189 863			0
		Served from 22 February 2016 until
		27 January 2017. Remuneration does
Solveig Fagerheim Bugge*	Member	not include fee invoiced by	170 685	0	0	0
		Advokatfirmaet Thommessen AS for
		legal services
Anne Syrrist
		Served from 18 December 2015
Ketil Reed Aasgaard	Chairman	Served until 18 January 2016	8 494		3 562	0	0
Lars Tore Brandeggen	Chairman	Served until 18 December 2015	0	96 438	0	0
Anine Tennøe	Member	Served until 27 May 2015	0	20 137	0	0
Svend Egil Larsen	Member	Served until 18 December 2015	0	48 219	0	0
Inger Lise Larsen	Member	Served until 27 May 2015	0	20 137	0	0
Silje Christine Auguston		Served from 27 May 2015 until 15	0 19 315
	Member	October 2015			0	0
		Served from 15 October 2015.Served				0
Kine Beyer Bruvik	Member until 18 December 2015	0	8 767	0

No member of the Board of Directors have any service contracts providing for benefits upon termination of employment.

7 Related party transactions

Related party transactions are transfers of resources, services or obligations between the reporting entity and a related party, regardless of whether a price is charged.

Aega Solar AS owns approximately 16,75% of Aega ASA. Aega ASA has a management agreement with Aega Solar AS. The current management agreement was signed on 11 April 2016. The general assembly of Aega ASA approved the agreement on 18 May 2016. The agreement covers operations of the solar park portfolio, sourcing of new investments, due diligence and other services related to the business.

As consideration for the services provided Aega ASA will pay:

• A fixed base fee of NOK 3 Million a year, until the time AEGA ASA has made equity investments of at least NOK 500 Million
• A variable fee of 2,5% of invested equity in projects acquired after the signing of the management agreement
• A success fee of 23% of cash flow exceeding 7,5% of invested equity
• For the investments already made at date of signing of the management agreement 1% of the enterprise value should be the management fee

According to the agreement the parties should have renegotiate the agreement when the first of the following occur: (i) Aega ASA has made equity investments of more than NOK 1 Billion or (ii) 31 December 2017. The agreement is cancelled at 31 January 2016, refer to Subsequent event note for further information.

EUR	Management fee 2016	Management fee 2015
AEGA Solar managment fee	-166 479	-110 606
AEGA Solar basefee	-299 803	0
Others	0	0
Total	-466 282	-110 606

EUR	Balance 31 December 2016	Balance 31 December 2015
Solex	373 829	-92 327
Total	373 829	-92 327

As of 31 December 2016, Aega ASA has a net receivable of EUR 373k towards Solex AS (previously Aega Solar AS). This amount is mainly related to coverage of cost related to listing of Aega Yieldco AS and split of other fees related to capital raising.

8 Tax

Income tax expense consists of current tax and changes to deferred tax. Current tax comprimises the expected tax payable on the taxable income for the year. Current tax is measured using tax rates enacted or substantively enacted at the reporting date. Deferred tax liability/tax asset is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, with the exception of temporary differences related to investments in subsidiaries where the group controls when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future. Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes in subsequent periods to utilise the deferred tax asset. The company recognise previously unrecognised deferred tax assets to the extent it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it as probable that it can utilise the deferred tax asset. Deferred tax liability and deferred tax asset are measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax liability and deferred tax asset are recognised at their nominal value and classified as non-current asset and liability in the balance sheet. Deferred tax asset and deferred tax liabilities are offset only if certain criteria are met. Tax payable and deferred tax are recognised directly in equity to the extent that they relate to equity transactions.

Amounts recognised in statement of profit and loss:

Income tax expense	2016	2015
Income tax payable	-19 152	-3 142
Income tax set of by deferred tax	-125 900	-55 505
Other changes deferred tax	18 726	-125 082
Adjustment for previous years income tax	20 077	-1 867
Income tax expense	-106 249	-185 596

Movement in deferred tax balances:

2015
3 142
3 142
2015
796 959
796 959
1 518 440

All recognized deferred tax is related to the Italian subsidiaries. The deferred tax in Norway is not recognized due to high uncertainty related to the usage of the position.

Bridge deferred tax:

	2016	2015
IB	796 959	153 627
Deferred tax purchased during the year	-159 328	768 414
Tax credits used	18 726	- 125 082
Other adjustments	35 091	-
Deferred tax assets	691 448	796 959

Specification of source of deferred tax:

Deferred tax	2016	2015
Tax losses carried forward	896 979	830 755
Deferred tax leasing	66 785	139 785
Deferred tax property plant and equipment	-508 721	-461 327
Deferred tax derivatives	181 041	189 935
Deferred tax depreciation adjustment	38 574	29 588
Other adjustments	16 791	68 223
Deferred tax assets	691 448	796 959

9 Financial income and expense

Financial income consists of interest income on financial investments, gains related to the disposal of financial investments and changes in the fair market values of financial assets at fair value through profit and loss. Interest income is recognized by applying the effective interest rate method.

Financial expenses consist of interest expense on financial instruments, finance charges in respect of finance leases and changes in the fair market values of financial assets at fair value through profit and loss.

Currency gains and losses are reported net.

(EUR)	2016	2015
Interest income	2 003	299
Other financial income	244	18 712
Total finance income	2 246	19 011
Interest expense	-187 582	-116 322
Leasing costs	-387 764	-140 926
Other financial cost	-2 638	-222
Total finance costs	-577 983	-257 471
Net foreign exchange gain/losses	-70 229	178 411

10 Earnings per share

Basic earnings per share is calculated by dividing the majority shareholders' share of the profit/loss for the period by the weighted average number of ordinary shares outstanding over the course of the period.

Diluted earnings per share is calculated by adjusting the average number of shares outstanding for all share options and warrants that have a potential dilutive effect. At 31 December 2016 and 2015 there are no share options program/ outstanding share options or warrants.

	2016	2015
Weighted average of ordinary and potential shares	31 078 951	1 382 798
Profit for the year EUR	-1 871 278	-354 845
Basic earnings per share	-0,06	-0,26
Diluted earnings per share	-0,06	-0,26

11 Share capital and shareholder information

Ordinary shares are classified as equity. Financial instruments are classified as equity in accordance with the underlying economic realities. Amounts distributed to holders of financial instruments that is categorized as equity, will be recorded directly in equity.

Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses.

Dividend distributions to the shareholders of the Company are classified as liability from the date on which the dividend is adopted by the general meeting.

GENERAL

As at 31 December 2016, Aega ASA had a share capital of NOK 35 890 957 comprising 35 890 957 shares with a par value of NOK 1. Aega ASA has only one share class. All shares have equal voting rights and rights to dividends from the Company. All shares are fully paid. In addition, an increase of NOK 4 991 184 comprising 4 991 184 shares had been subscribed and paid for, however, not registered.

Neither the company nor any of its subsidiaries owns shares in the company.

SHARE RECONCILIATION

	Number of shares
Shares 1 Jaunary 2015 - AEGA ASA (Nordic Financials ASA)	2 209 020
Registered capital increase 10 January 2016	25 151 275
Registered capital increase 16 June 2016	8 530 662
Shares as of 31 December 2016	35 890 957
Shares paid in 2016 but not registered before 2017	4 991 184

During 2016 the group has raised capital three times were the last, which was a private placement, was registered 3 January 2017:

• 20 January 2016 a capital increase of a total consideration of NOK 75.5 million (EUR 7.81 ) was registered. The company has completed this private placement of 25,151,275 new shares at a subscription price of NOK 3 per share. Total shares after registration was 27,360,295. The successful placement has been used as consideration shares in the acquisition of Aega Yieldco AS.
• 16 June 2016 a capital increase of a total consideration of NOK 25.5 million (EUR 2.72 ) was registered. The company has completed this private placement of 8,530,662 new shares at a subscription price of NOK 3 per share. Total shares after registration was 35,890,957. The successful placement has given the company financial strength to grow according to plan, strengthen the statement of financial positions as well as for general corporate purposes.
• 20 December 2016 a capital increase of total consideration of NOK 15.0 (EUR 1.66 ) was resolved by the Board of Directors. The consideration was fully paid to a deposit account at DnB at 22 December 2016. This capital increase has been registered 3 January 2017, and as such this will first be included in the Q1 financial statement. This private placement consisted of 4,991,184 new shares at a subscription price of NOK 3 per share. Total shares after registration is 40,882,141. The successful placement has given the company financial strength to grow further according to plan, to cover the additional liabilities to be assumed through the contemplated transaction with Aega Solar AS (refer to Subsequent event note) and for general corporate purposes.

Shares in Aega Yieldco AS reconciled with Aega ASA shares

	31.12.2015
Shares AEGA Yieldco AS	5 813 900
Equal in AEGA ASA shares	25 151 275
	31.12.2016
AEGA ASA Shares	35 890 957

DIVIDEND

Overview of dividends paid by Aega ASA in 2016 (Nordic Financials ASA)

	Dividend amount per Share (NOK)	Number of Shares Total dividend
Dividend 29 February 2016	0,027	27 360 295	725 048
Dividend 31 May 2016	0,075	27 360 295	2 052 022
Dividend 31 August 2016	0,075	35 890 957	2 691 822
Dividend 28 December 2016	0,030	35 890 957	1 076 729

Under the current dividend policy adopted by the Board of Directors, the Company intends to pay quarterly dividends and distribute excess cash generated, adjusted for working capital needs, to shareholders. The Company expects to generate positive cash flow when passing ~10MWp installed capacity. There can be no assurances that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be in the range contemplated by the policy. The group's objectives when managing capital are to

• safeguard their ability to continue as a going concern, so that they can continue to provide returns for
• shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.

The company invest in predictable cash yielding solar assets, and the dividend policy is to distribute a stable and attractive cash flow to shareholders on a quarterly basis. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

20 LARGEST SHAREHOLDERS

Shareholders	Shares	Percentage
AEGA SOLAR AS	4 582 534	12,8%
BEARHILL INC AS	2 615 034	7,3%
HARALDSEN THORVALD MORRIS	1 605 333	4,5%
SÆTREMYR TORE	943 694	2,6%
NEREM JAN STEINAR	919 724	2,6%
LJM AS	867 890	2,4%
MOGER INVEST AS	867 890	2,4%
VESAAS OLAV	710 141	2,0%
PENTHOUSE MIRADORES AS	686 667	1,9%
SØLAND TORSTEIN	668 890	1,9%
MORO AS	666 667	1,9%
STRØM-RASMUSSEN FINN	666 667	1,9%
RACCOLTA AS	595 840	1,7%
CLEAR THOUGHT AS	551 833	1,5%
JAN P HARTO AS	507 841	1,4%
NYGÅRD ROALD ARNOLD	500 000	1,4%
VIA GLORIA AS	500 000	1,4%
BETONGCONSULT EIENDOM AS	484 610	1,4%
SERCK-HANSSEN FIN	462 657	1,3%
MAGNOLIA SYSTEM AS	450 667	1,3%
Total 20 largest shareholders	19 854 579	55,3 %
Aega ASA outstanding shares	35 890 957	100,0 %

Soleternus AS, a company controlled by Lars-Gøran Dysterud Hansen, owns 20.99% (1,000,447 shares) of the outstanding shares in Solex.

Geir Upsaker, Board member in Aega ASA owns 7.94%,(378,750 shares) of the outstanding shares in Solex AS.

Solex AS owns 7,582,534 shares (17.28%) and 2,000,000 Warrants in Aega. 60% of the Consideration Shares grated to Solex in connection with the Solex Transaction (3,000,000 shares) are subject to a lock-up period of 24 months.

Both Lars-Gøran Dysterud Hansen and Geir Upsaker are indirect owners of the Company through their ownership in Solex AS. The following table shows the number of shares and Warrants they indirectly own in the Company:

Name:	Number of shares owned indirectly in Aega:	Number of warrants owned indirectly in Aega:
Lars-Gøran Dysterud Hansen (Soleternus AS)	1,591,286	41,972
Geir Upsaker	602,430	15,890

Except from the persons mentioned above, no members of the management or board of directors own shares in the Company.

12 Business combination

Business combinations are accounted for using the acquisition method when control is transferred to the group. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisitiondate fair value as are the identifiable net assets acquired.

Acquisition costs incurred are expensed, except if related to the issue of debt or equity securities. When the group acquires a business, it assesses the fair value of financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. If the business combination is achieved in stages, the acquisition-date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit and loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability will be recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured.

(EUR)	2016	2015
Acquisition & financing cost	-1 141 020	-463 776
Acquisition transaction costs	-718 527	-212 032
Funding & IPO costs	-347 134	-9 786
Other non-recurring items	-75 359	-241 958

12.1 Acquisition and transaction costs

In the first quarter of 2016 the group had a cost of EUR 362k related to the value of consideration of the purchase of Nordic Financials ASA in excess of identified net assets in the transaction. This value is mainly related to the listing on Oslo Axess, and therefore classified as a cost in the period. Funding & IPO cost of EUR 275k in the period relates mainly to cost of the Information memorandum published 26 February 2016 and costs of listing due diligence.

The costs are included in the line item acquisition and transaction costs in the statement of comprehensive income.

12.2 Purchase price allocation

ACQUISITION OF PHOTO-VOLT ONE S.r.l

Aega Prima AS, acquired 100% of the shares in Photo-Volt One S.r.l in its entirety on 14 August 2014. The Montalto plant is a 995.7 kW solar plant in the Lazio region, Italy. It is fixed ground mounted and started operation in August 2011. The primary reason for the acquisition is that the plant satisfies the group's investment criteria to acquire high quality solar parks associated with low risk.

The purchase price was EUR 193 thousand for the corporate capital in addition to purchase of a shareholder loan at book value EUR 152 thousand. The payment for the corporate capital was divided into two payments EUR 153 thousand at closing and EUR 40 thousand as final settlement 31 March 2015.

The excess value has been allocated to the solar power plant and the Feed-In tariff contract. The excess value is depreciated linear over the remaining life of the Feed-In tariff period. The deferred tax on the gross excess value has been estimated to 24%.

All transaction costs are expensed in 2014. There has been made no cash consideration from this Business combination in 2016, and the business if fully consolidated for the entire 2016.

Purchase price allocation Photo-Volt One S.r.l:

Current assets & liabilities	317 644
Cash and cash equivalents	199 979
Receivables	23 029
Other current assets	8 178
Trade payables and other current liabilities	-58 579
Tax and VAT outstanding	158 758
Other current liabilities	-13 721
Long term positions	27 848
Deferred tax	-6 663
Property, plant and equipment	2 118 648
Derivative agreement	-60 040
Long term financing	-2 024 097
Assets identified for acquisition	345 492
Paid for shareholder loan at closing	-152 427
Paid for corporate capital at closing	-153 065
Paid at release of escrow 31.3.2015	-40 000
Consideration not allocated	0

ACQUISITION OF DT S.r.l

Aega Prima AS, acquired 100% of the shares in DT S.r.l in its entirety on 29 March 2015. The DT plant is an 995.2 kW solar plant in the Umbria region, Italy. It is fixed ground mounted and started operation in April 2011. The primary reason for the acquisition is that the plant satisfies the group's investment criteria to acquire high quality solar parks associated with low risk.

The purchase price was EUR 615 thousand for the corporate capital in addition to purchase of a shareholder loan at book value EUR 375 thousand. The payment for the corporate capital was divided in to payments EUR 467 thousand at closing and EUR 149 thousand as a final settlement.

The excess value has been allocated to the solar power plant and the Feed-In tariff contract. The excess value is depreciated linear over the remaining life of the Feed-In tariff period. The deferred tax on the gross excess value has been estimated to 24%.

All transaction costs are expensed in 2015. There has been made no cash consideration from this Business combination in 2016, and the business if fully consolidated for the entire 2016.

Purchase price allocation DT S.r.l:

Current assets & liabilities	720 389
Cash and cash equivalents	252 867
Receivables	136 451
Other current assets	2 015
Trade payables and other current liabilities	-103 950
Tax and VAT outstanding	436 796
Other current liabilities	-3 791
Long term positions	270 511
Deferred tax advantage	56 183
Property, plant and equipment	2 744 515
Derivative agreement	-141 639
Long term financing	-2 388 548
Assets identified for acquisition	990 900
Paid for shareholder loan at closing	-375 422
Paid for corporate capital at closing	-466 978
Paid at release of escrow	-148 500
Gain on bargain purchase	0

ACQUISITION OF AEGA ENERGY PRIMA AS, AEGA SECONDA AS AND AEGA TERZA AS

On 28 October 2015 Aega Yieldco AS acquired Prima, Seconda and Terza the consideration was paid by issuance of consideration shares in Aega Yieldco AS. For accounting purposes Aega Energy Prima AS is considered the acquirer. The acquisition included the Porchiano plant (997.6 kW), Collesanto Narni plant (990 kW) and Magnacavallo plant (992.6 kW). All started operation in first half of 2011. The primary reason for the acquisition is that the plant satisfies the group's investment criteria to acquire high quality solar parks associated with low risk.

The fair value of the consideration shares are estimated to EUR 4.126 thousand.

The excess value has been allocated to the solar power plant and the Feed-In tariff contract. The excess value is depreciated linear over the remaining life of the Feed-In tariff period. The deferred tax on the gross excess value has been estimated to 24%.

All transaction costs are expensed in 2015. There has been made no cash consideration from this business combination in 2016, and the business if fully consolidated for the entire 2016.

Purchase price allocation Aega Yieldco AS:

Current assets & liabilities	1 992 954
Cash and cash equivalents	531 769
Intergroup receivables	455 146
Receivables	564 695
Other current assets	-818 890
Trade payables and other current liabilities	49 153
Tax and VAT outstanding	1 211 080
Long term positions	2 133 067
Other long tern assets	525 452
Deferred tax	-149 368
Property, plant and equipment	8 258 847
Derivative agreement	-627 136
Long term financing	-5 874 728
Assets identified for acquisition	4 126 021
Value of consideration shares	-4 126 022
Consideration not allocated	0

ACQUISITION OF AEGA YIELDCO AS

On 20 January 2016, Nordic Financials ASA (Now Aega ASA) signed the final share purchase agreement with Aega Yieldco AS. Aega Yieldco AS is a solar utility company that acquires and operates solar plants, and is structured as a holding company of unique special purpose vehicles being the beneficial owners of the solar power plants. The acquisition represents a change in strategic direction for Nordic Financial ASA to investments in secondary solarparks in Italy. The consideration has been paid by issuance of consideration shares in Aega ASA. As such, cash balances from the acquiree are the only cash with effect for the statement of cash flow. For accounting purposes Aega Yieldco AS is considered the acquirer.

The fair value of the consideration shares is estimated to EUR 6.890 thousand.

Due to the fact that Nordic Financials ASA was used as a vehicle to list the shares of the group on Oslo Axess, the difference between identified net assets and the consideration transferred is treated as cost of listing the group on Oslo Axess rather than goodwill. Aega management's judgement is that this cost should be expensed at the date of the acquisition. See note 9 for further details.

See note 15.1 for transaction costs.

Purchase price allocation Nordic Financials ASA:

Current assets & liabilities	327 293
Cash and cash equivalents	93 551
Financial assets at fair value	153 392
Receivables	1 720
Unsettled trades	112 677
Trade payables and other payables	-34 045
Long term assets	0
Assets identified for acquisition	327 293
Value of consideration shares	-688 955

ACQUISITION OF PIANO MULINO S.r.l

On 24 June 2016 Aega ASA signed a purchase agreement with Solis SpA. The Piano Mulino plant is an 1 MW solar plant in Casoli, Abruzzo, Italy. It is fixed ground mounted, holds a top level concession, is six year into its 20-year concession period, and delivers an internal rate of return in line with Aega's current assets and the group's overall investment target. The primary reason for the acquisition is that the plant satisfies the group's investment criteria to acquire high quality solar parks associated with low risk.

The purchase price was EUR 1.2 million with an agreement that the solar plant shall be returned to the seller, Solis SpA, after the expiry of the FiT contract. The payment was divided in two payments EUR 960 thousand at closing and EUR 240,000 has been transferred to an escrow account held by an Italian notary. The escrow amount will be released on certain conditions defined in the purchase agreement between Solis SpA and the Company.

The excess value of EUR 318.330 has been allocated to the solar power plant. The excess value is depreciated linear over the remaining life of the Feed-In tariff period. The deferred tax on the gross excess value has been estimated to 24%.

Purchase price allocation Piano Mulino S.r.l:

Current assets & liabilities	51 998
Receivables	132 752
Other current assets	2 768
Trade payables and other current liabilities	-80 247
Tax and VAT outstanding	238
Other current liabilities	-3 513
Long term positions	1 148 002
Deferred tax	-146 471
Property, plant and equipment	2 938 290
Derivative agreement	-40 712
Long term financing	-1 603 104
Assets identified for acquisition	1 200 000
Paid for corporate capital at closing	-960 000
Paid into escrow	-240 000
Consideration not allocated	0

13 Interests in other entities

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the group obtains control, and continue to be consolidated until the date when such control ceases. The acquisition method is applied when accounting for business combinations. A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction.

All intra-group balances, transactions, unrealised gains and losses resulting from intragroup transactions and dividends are eliminated in full.

OWNERSHIP

The group's subsidiaries at 31 December 2016 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

		Ownership interest held		Voting power held
Name of entity	Place of business	2016	2015	2016		2015 Principal activities
Aega Yieldco AS	Norway	100	0	100		0 Holding company
Aega Energy Prima AS	Norway	100	0	100		0 Holding company
Aega Energy Seconda AS Norway		100	0	100		0 Holding company
Aega Energy Terza AS	Norway	100	0	100		0 Holding company
Photo-Volt One S.r.l	Italy	100	0	100		0 Holding company
DT S.r.l	Italy	100	0	100		0 Holding company
Collesanto S.r.l	Italy	100	0	100		0 Holding company
JER-12 S.r.l	Italy	100	0	100		0 Holding company
Piano Mulino S.r.l	Italy	100	0	100		0 Holding company

ORGANISATIONAL CHART

14 Property, plant and equipment

All property, plant and equipment (including solar power plants) are valued at their cost, less accumulated depreciation and impairment. When assets are sold or disposed of, the carrying amount is derecognised and any gain or loss is recognised in the statement of comprehensive income. The cost of tangible non-current assets is the purchase price, including taxes/duties and costs directly linked to preparing the asset for its intended use. Costs incurred after the asset is in use, such as regular maintenance costs, are recognised in the statement of comprehensive income as incurred, while other costs expected to provide future financial benefits are capitalised.

Depreciation is calculated using the straight-line method over the useful lives. The depreciation period and method are assessed each year.

Aega has assessed the useful life to be 20 years from the start of the Feed-In Tariff period. Some components like the inverter have shorter guarantee periods however; the group insures the remaining risk. On leased solar power plants the group has estimated a certain value at the end of the leasing period, the leased assets are depreciated over the shorter of the lease term and their useful lives.

Assets are tested for impairment whenever events or change in circumstances indicate that the 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.

Main assumptions for impairment test

Cost of Capital:

Risk free rate	1,80%
Market premium	6,00%
Country spesific preimum	2,84%
Equity beta	0,80
Illquidity premium	2,00%
Cost of equity	10,88%

Risk free rate	1,80%
AEGA Spread	0,04
Tax deduction	-1,82%
Cost of debt	3,98%
Equity ratio	35,00%
WACC	6,39%

We would like to point out that the assumptions in the impairment test are made to indicate scenarios that management find explanatory at the reporting date. Actual outcome might be different. Cost of capital: Average WACC after tax used in DCF calculation of cash flow from power plant assets equals approximately 6,4%. Other main assumptions include:

• No changes in the Feed in tariff's
• No residual value beyond FIT contract period
• Cost and interest rate according to budgets
• Power production as in base cases, degradation of 0,5% each year
• Market price of electricity going for in the North of EUR 4 per kWh
• No inflation assumed on the electricity price or on OPEX. This is because OPEX on solar power plants so far have had a negative inflation and the management assumes this or a 0% inflation scenario will continue

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

Refer also to Leasing note

2015	Photo-Volt One S.r.l		DT S.r.l Collesanto S.r.l	Jer-12 S.r.l Other	Total
Power plant 31 December 2014	2 107 528	0			2 107 528
Additions	0	2 744 515	6 711 663	1 756 057	272 297 11 484 532
Depreciation	-130 865	-132 017	-75 163	-36 691	-374 736
Value at 31 December 2015	1 976 663	2 612 498	6 636 500	1 719 366	272 297 13 217 323

2016	Photo-Volt One S.r.l		DT S.r.l Collesanto S.r.l JER-12 S.r.l		Piano Mulino S.r.l Other		Total
Power plant 31 December 2015	1 976 663	2 612 498	6 636 500	1 719 366	0	272 297	13 217 323
Additions	0	0	0	0	2 951 146	-23 795	2 927 351
Depreciation	-130 738	-174 720	-438 447	-128 198	-103 617		-975 720
Value at 31 December 2016	1 845 925	2 437 778	6 198 052	1 591 168	2 847 529	248 502	15 168 955

15 Financial instruments

Classification

Financial instruments are classified in the following categories

• fair value with changes in value through profit or loss
• held to maturity financial assets
• loans and receivables
• available for sale financial assets

• financial (assets and) liabilities measured at amortized costs

• derivatives

The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition.

At 31 December 2016 and 2015, the group has financial instruments in the following categories:

• receivables, and
• derivatives
• financial (assets and) liabilities measured at amortized costs

Reclassification

The group may choose to reclassify is financial instruments if this meets the reclassification criteria. Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date are subsequently made. Effective interest rates for financial assets reclassified to loans and receivables and heldto-maturity categories are determined at the reclassification date. Further increases in estimates of cash flows adjust effective interest rates prospectively.

Recognition and derecognition

The group initially recognize loans and receivables and debt securities on the date when they are originated. All other financial assets and liabilities are initially recognized on the trade date when the entity become a party to the contractual provisions of the instrument. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership and does not retain control over the transferred asset.

The group holds derivative financial instruments to hedge its interest rate risk exposure. Derivatives are initially measured at fair value; any directly attributable transaction costs are recognized in profit and loss as incurred.

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 expensed in profit or loss.

Receivables are subsequently carried at amortised cost using the effective interest method.

Financial assets and liabilities 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 as follows:

• for 'financial assets and liabilities at fair value through profit or loss' – in profit or loss within other income or other expenses

• for other monetary and non-monetary securities classified as available-for-sale – in other comprehensive income.

Interest income and interest expense for all financial instruments are measured at amortised cost, interest income or expense is recorded using the effective interest rate (EIR), which is the rate which exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the statement of comprehensive income.

Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognised in profit and loss. The group has not applied hedge accounting for 2015 and 2016.

Impairment

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Assets carried at amortised cost

For receivables, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

GENERAL

The group has the following financial instruments:

Financial assets

		Financial asset at
(EUR)	Asset at FVPL	amortized cost	Total
Receivables		1 101 915	1 101 915
Other current assets; Tax and VAT		1 039 077	1 039 077
Other current assets; Investment in Wilson ASA	112 532		112 532
Other current assets prepayments etc.		2 116	2 116
Cash and cash equivalents		688 066	688 066
	112 532	2 831 174	2 943 706

2015

		Financial asset at
(EUR)	Asset at FVPL	amortized cost	Total
Receivables		816 432	816 432
Other current assets; Tax and VAT		856 282	856 282
Other current assets prepayments etc.		37 260	37 260
Cash and cash equivalents		1 387 494	1 387 494
	0	3 097 468	3 097 468

Financial liabilities

2016

	Derivatives at	Liabilities at
(EUR)	FVPL	amortised cost	Total
Long term borrowing		3 019 563	3 019 563
Leasing		7 182 426	7 182 426
Trade payables		614 961	614 961
Other payable		14 490	14 490
Short term borrowing and leasing		963 660	963 660
Derivatives finacial instruments	771 477		771 477
	771 477	11 795 100	12 566 577

2015

	Derivatives at	Liabilities at
(EUR)	FVPL	amortised cost	Total
Long term borrowing		3 186 113	3 186 113
Leasing		6 249 475	6 249 475
Trade payables and other payables		676 428	676 428
Other payable		202 093	202 093
Short term borrowing		772 216	772 216
Derivatives finacial instruments	791 395		791 395
	791 395	11 086 325	11 877 720

RISK MANAGEMENT

The group is exposed to various risks arising from its normal business activities. The group's risk management is carried out by the central administration under policies approved by the board of directors. The management proposes to the board hedging options if they are deemed nessecary. Marked- and credit risks related to the financial statement and how these risks could effect the group's future financial performance are discussed in its associated notes.

LIQUIDITY RISK

Management monitors rolling forecasts of the group's liquidity reserve (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. The asset manager in Italy carries out monthly and yearly liquidity budgets , these are used as basis for the group cash flow.

15.1 Trade and other receivables

Trade receivables are amounts due from customers in the ordinary course of business. Other receivables are related to tax and vat. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets. The fixed Feed-in Tariff received from GSE typically represents approximately 80-90 per cent of the solar power plant revenues. The incentive is normally paid after 60 days in equal instalments each month based on 90 per cent of a basis production set out by GSE. In June/July the following year the Group receives the difference between the payments received by GSE and the actual production multiplied by the Feed-in Tariff. The remaining 10-20 per cent of the revenue is the market price which the Group sells to energy trading companies normally with 30 days payment notice and on one year contracts.

The group considers that there is evidence of impairment if any of the following indicators are present

• significant financial difficulties of the debtor
• probability that the debtor will enter bankruptcy or financial reorganisation, and
• default or delinquency in payments (more than 30 days overdue)

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

There are no indications of impairment at 31 December 2016 and 2015, no provision is booked.

OVERVIEW OF RECEIVABLES

(EUR)	2016	2015
Trade receivables	1 101 915	779 172
Tax Outstanding and VAT	1 002 556	404 415
Receivables financial instruments	2 104 471	1 183 587
Prepayments	2 116	37 260
Receivables	2 106 587	1 220 847

CREDIT RISK

The group's credit risk related to receivables are mainly related to the government and governmental institution as approximately 90% of total receivables, in 2016 and 2015 respectively, are related to this. GSE is not credit rated, however, GSE is 100% owned by the Italian Ministry of Economy and Finance and financed directly over the energy bills of the Italian power consumers, the Group assess the risk related to GSE as very low.

15.2 Cash and cash equivalents

Cash includes cash in hand or at the bank. Cash equivalents are short-term liquid investments which can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.

(EUR)	2016	2015
Cash Norway	63 457	630 011
Cash Italy	424 609	557 483
Restricted cash Italy	200 000	200 000
Total cash	688 066	1 387 494

The restricted cash is subject to restrictions from the financing banks and are therefore not available for use by the entities within the group before the end of the financing agreements.

For liquidity risk, see under General

Interest rate risk

The group is exposed to interest rate risk in relation to variation in interest rates of bank deposits.

(EUR)	2016	2015
Net debt	12 585 729	11 877 720
Total equity	6 069 327	4 741 786
Net debt to eqity ratio	2,07	2,50

For liquidity risk, see under General

15.3 Leasing and project financing

The group leases certain property, plant and equipment, mainly solar power plants. Leases of property, plant and equipment where the group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.

The group leases various property, plant and equipment with at carrying amount of EUR 9 261 977 and EUR 8 648 810 at 31 December 2016 and 2015 respectively. These are a finance leases expiring within 2029 to 2031. A general description of the lessee's significant leasing arrangements including, but not limited to, the following: (i) basis on which contingent rent payable is determined; (ii) existence and terms of renewal or purchase options and escalation clauses; (iii) restrictions imposed by lease arrangements, such as those concerning dividends, additional debt and further leasing. Under the terms of the leases the group has the options to acquire the leased assets for 1% of the initial financing amount.

Plant	Narni	Amelia	Piano Mulino	DT	Magnecavallo	Monte alto di Castro
SPV	Collesanto S.r.l		Collesanto S.r.lPiano Mulino S.r.l DT S.r.l		JER-12	Photo-Volt One S.r.l
				BNP Paribas	Banca Polare
				Lease Group	Etica
Bank	Leasint S.p.A		Leasint S.p.A Ubi Leasing S.p.A	S.p.A.	Scpa	Mediocredito Italiano S.p.A
Financing form	Leasing	Leasing	Leasing	Leasing	Project finance	Project finance
Original finance amount	4 302 650	4 078 585	3 705 927	3 215 154	1 637 000	2 177 298
Expiration date	2029	2031	2024	2029	2031	2027
Fixed interest rate	3,70%	3,70%	3,20%	5,00%	5,00%	6,50%

* JER-12 (Magnecavallo) does not have a fixed interest loan, the spread of the loan is 5% + Euribor 3 month rate.

Commitments in relation to finance leases and project financing are payable as follows:

2016	2015
963 660	772 216
3 016 245	2 219 576
7 048 631	7 115 958
11 028 536	10 107 749
137 113	100 054
11 165 649	10 207 803

15.4 Trade payable and other payables

• Trade and other payable represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. Trade and other payables are classified as current liabilities unless payment is not due within 12 months after the reporting date.
• The carrying amount of trade receivables and trade payables is approximately equal to fair value, as they are agreed at "normal" conditions and normally have a short period to maturity.

The Group has six main trade payables, the operator of the solar power plants, the insurance of the power plants, the management fee to Solex AS, outstanding fees to board and CEO and fees to the asset manager.

(EUR)	2016	2015
Trade payables	614 961	676 428
Other payables	14 490	202 093
Total trade and other payables	629 451	878 522

All trade and other payables at 31 December 2016 and 2015 have a maturity of less than 6 months

Trade payables are unsecured and are usually paid within 30 days of recognition.

15.5 Derivative financial instruments

Derivatives are classified as held for trading unless they are designated and meet the hedging criteria.

The group has the following derivative financial instruments:

(EUR)	2016	2015
Derivates at mark to market value	771 477	791 395
Total derivates	771 477	791 395

Profit and loss effect of derivatives:

(EUR)	2016	2015
Change in mark to market value of
derivatives	45 950	24 916
Other gains and losses	0	0
Total Other gains and losses	45 950	24 916

The group has five interest swaps, each connected to the financing agreements. Only JER-12 S.r.l (Magnecavallo) does not have a swap. The interest swaps fixes the interest rates for the underlying financing. However, the swaps are not documented as hedge accounting nor are the duration a good enough match with financing instruments to use hedge accounting.

16 Provisions

A provision is recognised when the group has an obligation (legal or constructive) as a result of a past event, it is probable (more likely than not) that a financial settlement will take place as a result of this obligation, and the size of the amount can be measured reliably. Provisions are not recognised for future operation losses.

Provision are measured at the present value of management's best estimate of the future cash flow required to settle the present obligation at the end of the reporting period. If the effect is material, the provision is calculated by discounting estimated future cash flows using a discount rate before tax which reflects the market's pricing of the time value of money and, if relevant, risks specifically linked to the obligation. The increase in provision due to passage of time is recognised as interest expense.

Investment in Wilson ASA

In accordance with Norwegian legislation related to majority owners holding more than 90% of the shares , the group has requested the majority owner of Wilson ASA to buy the shares held by the group. The request has been agreed to by the majority owner. However, there is an ongoing dispute regarding the valuation of the shares. A valuation case was held in the Haugaland court of first instance in April 2016, and on 6 may 2016 the court determined the value and decided that the group should carry its own and the other party's costs in relation to the case. The group has appealed the decision, and the appeal court came to the same conclusion. A provision for case costs has been made with about 700k EUR.

Tax dispute in Italy

The group is currently involved in a tax dispute with the Italian tax authorities with respect to two of the group's Italian subsidiaries. Italian tax authorities have claimed repayment from the companies related to certain years, the claim can after management assessment maximum reach EUR 950 thousand. The group has disputed the claim in court and are awaiting the ruling. If the outcome should be unfavorable, the group's view is that any liability deriving from said claims is covered by the warrants provided for in the share purchase agreements signed with the seller of the relevant plants, as the (potential) due tax is from the period before AGEA purchased the assets and the warrants in the purchase agreements put any tax claims prior to the acquisition on the seller solely. The company has so far deemed it necessary to pay installments on the tax claim until the ruling is made, so far the group has paid about EUR 40 thousand related to this case.

Tax dispute Norway

Aega has responded to questions received from Norwegian tax authorities regarding the handling of running cost for portfolio management for the period 2012-2014. At the time, the company was a portfolio management company investing mainly in listed securities in the Nordic region. The tax authorities deem that portfolio management costs should be treated as acquisition costs (non-deductible) as opposed to deductible operational costs. The company disagrees with the tax authorities' assessment. Own process cost is booked as they accrue. The company has not made provisions for a potential penalty tax.

17 Statement on the remuneration for senior executives

The Statement on senior executives' remuneration has been prepared in accordance with the Norwegian Public Limited Companies Act, the Norwegian Accounting Act and the Norwegian Code of Practice and is adopted by the board of directors.

For the purposes of this statement, company employees referred to as senior executives are: Rolf M. Normann (CEO) and Markus Enge (CFO).

The following guidelines are applied for 2017.

General principles for the remuneration of senior executives

The remuneration of the CEO is determined by the board of directors, whereas remuneration of other senior executives is determined administratively on the basis of a framework specified by the board of directors.

The remuneration level shall reflect the complexity and responsibilities of each role and shall take into account the company's international operations. Being headquartered in Norway, the board of directors will primarily look to other Norwegian companies operating in an international environment for comparison.

Remuneration of the senior executives shall be at a competitive level in the relevant labour market(s). It should be a tool for the board of directors to attract and retain the required leadership and motivational for the individual executive. The total remuneration package shall therefore consist of fixed remuneration (basic salary and benefits in kind) and variable, performance based remuneration (short- and long term incentives). The remuneration system should be flexible and understandable.

Market comparisons will be conducted on a regular basis to ensure that remuneration levels are competitive.

Fixed salary

The main element of the remuneration package shall be the annual base salary. This is normally evaluated once a year according to individual performance, market competitiveness and local labour market trends. Benefits in kind

The senior executives receive benefits in kind that are common for comparable positions. These include newspapers, telecommunication, broadband, insurance and car salary

Performance based remuneration

The performance based remuneration scheme aligns the senior executives incentives with the company's short/medium term growth targets. The executives will receive one off remuneration if and when the company reaches certain targets on it's growth path. The targets are linked to the size of the cash flow generating asset base (MWp), and the executives incentives are therefore linked to the ability to service the shareholders with future dividends.

Pension scheme

A pension contribution "innskuddspensjon" of 6% of the base salary up to 12G will be provided by the Company.

Severance package scheme

The CEO has a severance pay guarantee under which he has the right to receive 100% of his annual salary for 6 months after leaving the company. The CFO has no severance payment beyond a normal three month notice period. Statement on senior executive remuneration in the previous fiscal year

Aega ASA had until 31 January 2017 no employees. The executive management of the company was in 2016 outsourced to Vaagen Corporate Finance AS, a company that has management for hire assignments as its main activity. The assignment is governed by an engagement letter and the remuneration was based on an agreed hourly fee which is considered suitable for the services provided. The company's CEO until 31 January 2017 was an employee of Vaagen Corporate Finance AS. An overview of remuneration paid in 2016 is given in note 6.

18 Subsequent events

Share capital increase registered

The 3 January 2017 issuance of 4 991 184 new shares was registered. Aega's new share capital is NOK 40 882 141 divided into 40 882 141 shares, each with a par value of NOK 1.00 per share.

Acquisition of assets from Aega Solar AS(Solex AS)

Aega Solar AS, a Norwegian private limited company, is a management company providing management services to Aega ASA through a management agreement, refer to note 4 Related party. The objective of the Transaction is to insource the management services currently provided by Aega Solar AS to Aega ASA and thereby create a simpler and more sustainable management structure. The assets to be acquired consist of six ongoing consultancy agreements and two employee contracts, personal IT equipment and miscellaneous office furniture. The parties agreed to terminate the Management Agreement from the time of the transaction.

9 December 2016, the extraordinary general meeting of Aega Solar AS approved the transaction whereby Aega ASA will acquire certain assets from Aega Solar AS related to the operation of Aega ASA's solar plants. The asset purchase agreement governing the transaction was subsequently signed by Aega Solar AS and Aega ASA.

As consideration for the assets, and the termination of the management agreement, Aega ASA shall as full and final settlement pay a purchase price of NOK 11 million. Aega ASA will issue 3 million shares (consideration shares) and 2 million warrants in Aega ASA to Aega Solar AS. As part of the settlement, Aega ASA will also assume certain of Aega Solar AS's liabilities, limited upwards to NOK 6.1 million. 60% of the consideration shares will be subject to a 24-month lock-up period from the closing date. Each of the warrants will entitle Aega Solar AS to subscribe for one share in Aega ASA at an initial exercise price of NOK 3.10 per share. The exercise price for each warrant shall at the time of exercise of such warrant be adjusted downwards on a NOK-for-NOK basis by any dividend per share paid by Aega ASA in excess of an annual dividend of 7% of NOK 3.10 in the period from the issue of the warrant until the exercise of the warrant. The warrants shall be exercisable during exercise periods lasting for four weeks from the date of publication of Aega ASA's annual financial statements for the financial years 2017, 2018, 2019 and 2020, provided, however, that the last exercise period shall end no later than 30 June 2021. Any unexercised warrants shall expire without any compensation to the holder on 30 June 2021.

On 20 December 2016, Aega ASA announced the completion of a private placement of new shares in the Company raising gross proceeds of NOK 15.0 million and the waiver of the condition in the Agreement regarding the completion of a private placement with minimum gross proceeds of NOK 25 million. Completion of the transaction is also subject to the fulfilment of certain other conditions, including:

• The general meeting of Aega ASA shall, validly and with the required majority, and subject only to completion of the transaction, have approved the issue of the consideration shares, the Warrants and the private placement shares.
• The agreements to be transferred to Aega ASA pursuant to the Agreement shall be legal, binding, valid and enforceable in accordance with their terms and there shall not be, or have been, any breach of any such agreement or any circumstances giving rise to such a breach.
• All of Aega Solar AS's contracting parties in the agreements mentioned above, shall have given their consent to the assignment of the relevant agreements to Aega ASA on existing terms.

• Aega shall have entered into new employment agreements with the employees of Aega Solar with effect from the closing date and on terms satisfactory to Aega ASA, and the employees' existing employment agreements with Aega Solar AS shall terminate with effect from the Closing Date.

• The employees of Aega Solar AS shall have accepted that Aega ASA, with the exception of the assumed liabilities and liabilities pertaining to the period from the closing date, does not assume any liabilities with respect to the employees of Aega Solar AS.

The deal was completed the 31 January 2017, the management agreement between the companies have been terminated. After the payment of the consideration there is now 43 882 141 shares outstanding in Aega ASA.

Investment in Wilson ASA

See point 16 for details of the case. The Company appealed the decision and the appeal hearing was held 7-8 March 2017 in Gulating Court of Appeal. The appeal case confirmed the value at NOK 10,60. In the Interim Financial Statements, a value of NOK 10.60 per share has been used and a provision for potential case costs has been made.

Purchase of Casale S.r.l

21 April 2017 Aega ASA has through a 100% owned subsidiary today signed an agreement to buy a solar PV plant of 1MWp production in Emilia-Romagna in Italy by taking over Casale S.r.l. for ca. 2,8mEuro of which 0,9mEuro is equity and the rest is takeover of existing debt. The Casale S.r.l. acquisition is expected to yield an IRR of 15 percent from the equity investment.

Parent company financials 2016

Statement of profit and loss

(NOK)	Note	2016	2015
Managment fees	3	780 849	0
Revenues		780 849	0
Sales, general and administration expenses	4,5,6	-6 662 186	-858 188
Acquisition and transaction costs		-6 401 108	0
Operating profit		-13 063 295	-858 188
Finance income	9	256 350	724 070
Finance costs	9	-907 030	-160 000
Net foreign exchange gain/(losses)	9	45 855	0
Profit before income tax		-12 887 270	-294 118
Income tax gain/(expense)	7	0	0
Profit/(loss) for the period		-12 887 270	-294 118
No. Of shares		35 890 957	2 209 020

1 Jaunuary through 31 December

Statement of financial positions

		31-Dec
(NOK)	Note	2016	2015
Shares in subsidiaries	2	87 091 564	0
Non-current assets		87 091 564	0
Receivables	8	2 208 089	16 541
Financial assets held for sale	12	1 022 500	2 559 313
Cash and short term deposits	10	415 205	899 864
Current assets		3 645 794	3 475 719
TOTAL ASSETS		90 737 358	3 475 719

EQUITY AND LIABILITIES

Share capital	11	35 890 957	2 209 020
Share premium	11	59 282 734	0
Paid in capital		95 173 691	2 209 020
Accumulated profit & loss		-11 948 053	939 217
Other equity		-11 948 053	939 217
Total equity		83 225 638	3 148 237
Trade payables and other payables	8	3 062 989	327 482
Intergroup loans	8	4 448 731	0
Total current liabilities		7 511 720	327 482
Total liabilities		7 511 720	327 482
TOTAL EQUITY AND LIABILITIES		90 737 358	3 475 719

Knut Øversjøen Chairman

Oslo, 30 April 2016

Geir Upsaker Board member

Anne Young Syrrist

Board member

Rolf M. Normann

Chief Executive Director

Statement of cash flow

(NOK)	Note	2016	2015
Ordinary profit before tax		-12 887 270	-294 118
Changes in trade receivables and trade payable	8	-2 191 547	0
Changes in other accruals		2 674 945	-148 430
Cash flow from operations		-12 403 873	-442 548
Acquisition of subsidiary, net of cash acquired		-11 577 177	0
Sale of financial investments		1 536 813	0
Net payments for financial assets at fair value through profit or loss		0	-2 300 708
Unrealized gains and losses on financial assets at fair value through profit or loss		0	-258 606
Cash flow from investments		-10 040 364	-2 559 314
Proceeds from issue of share capital		24 056 466	0
Dividends or shareholder distributions	12	-6 545 620	0
Proceeds from new loans		4 448 731	0
Repayment of loans		0	0
Cash flow from financing		21 959 577	0
Cash at beginning of period		899 864	3 901 726
Net currency translation effect		0	0
Net increase/(decrease) in cash and cash equivalents		-484 660	-3 001 862
Cash at end of period	10	415 204	899 865

Statement of changes in equity

NOK	Share capital	Share premium fund	Other paid in equity	Other equity	Total equity
Equity 2014	2 209 020	0	0	1 233 335	3 442 355
Profit (loss) After tax	0	0	0	-294 118	-294 118
Equity 2015	2 209 020	0	0	939 217	3 148 237

NOK	Share capital	Share premium fund	Other paid in equity	Other equity	Total equity
Equity 2015	2 209 020	0	0	939 217	3 148 237
Acqusition Aega Yieldco AS	25 151 275	50 302 550	0	0	75 453 825
Dividends or distribution to shareholders	0	-6 545 620	0	0	-6 545 620
Capital increase 30.5.2016	8 530 662	15 525 804	0	0	24 056 466
Profit (loss) After tax	0	0	0	-12 887 270	-12 887 270
Equity 2016	35 890 957	59 282 734	0	-11 948 053	83 225 638

Note 1: Accounting pricipals

19 General information

Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Munkedamsveien 35, NO-0250 Oslo, Norway.

In January 2016 Aega Yieldco AS was purchased by Nordic Financials ASA with consideration in shares (now Aega ASA), the transaction was considered a reverse takeover for accounting purposes.

Aega ASA indirectly own and operates 6 photovoltaic power plants in Italy, and its main business activity is to invest in photovoltaic power plants in Italy.

The company was listed on Oslo Axess in 2011. The consolidated financial statements for Aega ASA, including disclosure requirements for the accounting period ended 31 December 2016, were approved by the Board of Directors and CEO on 30 April 2017, and will be presented for approval at the annual General Meeting on 19 May 2017.

20 Basis of preparation

The consolidated financial statements for the financial year 2016 have been prepared in accordance International Financing Reporting Standards as adopted by the European Union ("IFRS") and interpretations that are relevant to the Group, as well as the disclosure requirements in the Norwegian Accounting Act and requirements set out by Oslo Stock Exchange, which are effective for financial periods commencing 1 January 2016.

All amounts are presented NOK if not otherwise stated.

20.1 Going concern

The annual accounts have been prepared based on the going concern assumption in accordance with section 3-3a of the Norwegian Accounting Act. This is based on the group's plans, budgets and level of activity going forward.

20.2 Approved IFRSs and IFRICs with future effective dates with effect for the group

Standards and interpretations that are issued up to the date of issuance of the consolidated financial statements, but not yet effective, are disclosed below. Note that only relevant standards and interpretations are discussed. The group's intention is to adopt the relevant new and amended standards and interpretations when they become effective, subject to EU approval.

20.2.1 IFRS 9 Financial Instruments

In July 2014, the final version of IFRS 9 Financial Instruments was issued to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The group currently plans to apply IFRS 9 initially on 1 January 2018. The actual impact of adopting IFRS 9 on the company statement in 2018 is not known and cannot be reliably estimated because it will be dependent on the financial instruments that the group holds and economic conditions at that time as well as accounting elections and judgements that it will make in the future.

20.2.2 IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes a comprehensive framework to determine whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance. IFRS 15 is effective for annual periods beginning on or after 1 January 2018. The core principle of IFRS 15 is that revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all revenue contracts and provides a model for the recognition and measurement of sales

of some non-financial assets (e.g., disposals of property, plant and equipment). The group has not yet finally assessed the impact as per date of this report, however it is not expected that the new standard will have significant effect on the financial statements.

20.2.3 IFRS 16 Leases

IFRS 16 introduces a single, on-balance sheet accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are optional exemptions for short-term leases and leases of low value items. The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15 revenue from contracts with customers at or before the date of initial application of IFRS 16. The impacts are not limited to the balance sheet. There are also changes in accounting over the life of the lease. For most leases, there will now be recognized a frontloaded pattern of expense, even when they pay constant annual rentals. The company consider that IFRS 16 may have future effect on the financial statements at the date of implementation, but has not yet assessed the impact as per date of this report.

20.3 Use of estimates and assumptions

The preparation of financial statements in accordance with IFRS requires management to make estimates, judgments and assumptions that both affect the application of accounting principles and the reported amounts of assets, liabilities, revenues and costs. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances.

Actual results may differ from the estimated amounts. Estimates, judgments and underlying assumptions are continuously assessed. Changes in estimates are recognised in the accounting period when the estimates are changed and in future accounting periods affected by the changes.

Key areas for judgments, assumptions and estimates at the balance sheet date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed in the respective note marked with the icon

20.4 Significant accounting principles

The accounting principles are outlined below or in the respective note marked with the icon . The accounting principles have been consistently applied in all periods.

Note 2: Investment In subsidiaries

OWNERSHIP

The company subsidiaries at 31 December 2016 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the company. The country of incorporation or registration is also their principal place of business.

Ownership interest held Voting power held

Place of business	2015	2016	2015 Principal activities
	0	100	0 Holding company
	0	100	0 Holding company
	0	100	0 Holding company
	0	100	0 Holding company
	0	100	0 Holding company
	0	100	0 Holding company
	0	100	0 Holding company
	0	100	0 Holding company
	0	100	0 Holding company
	Norway Norway Aega Energy Seconda AS Norway Norway Italy Italy Italy Italy Italy	2016 100 100 100 100 100 100 100 100 100

ORGANISATIONAL CHART

Note 3: Revenue

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

Revenues are exclusively from management services delivered to group companies.

(NOK)	Note	2016	2015
Managment fees		780 849	0
Revenues		780 849	0
(NOK)	Note	2016	2015
Norway		120 635	0
Italy		660 215	0

Note 4: Related party

Related party transactions are transfers of resources, services or obligations between the reporting entity and a related party, regardless of whether a price is charged.

Solex AS (previously Aega Solar AS) owns approximately 16,75% of Aega ASA. Aega ASA has a management agreement with Aega Solar AS. The current management agreement was signed on 11 April 2016. The general assembly of Aega ASA approved the agreement on 18 May 2016. The agreement covers operations of the solar park portfolio, sourcing of new investments, due diligence and other services related to the business.

As consideration for the services provided Aega ASA will pay:

• A fixed base fee of NOK 3 Million a year, until the time AEGA ASA has made equity investments of at least NOK 500 Million
• A variable fee of 2,5% of invested equity in projects acquired after the signing of the management agreement
• A success fee of 23% of cash flow exceeding 7,5% of invested equity
• For the investments already made at date of signing of the management agreement 1% of the enterprise value should be the management fee

According to the agreement the parties should renegotiate the agreement when the first of the following occur: (i) Aega ASA has made equity investments of more than NOK 1 Billion or (ii) 31 December 2017. The agreement is cancelled at 31 January 2016, refer to Subsequent event note for further information.

	Management fee	Management fee
NOK	2016	2015
Solex* managment fee	2 860 666	0
Total	2 860 666	0

NOK	Balance 31 December 2016 Balance 31 December 2015
Solex*	-336 248	0
Total	-336 248	0

* Solex was previously known as Aega Solar

Aega ASA owed Solex AS 336 248 NOK in management fee as of 31 December 2016.

After the consummation of the Asset Purchase Agreement 31 January 2017, the management agreement have been terminated.

Note 5: Audit fee

		1 Jaunuary through 31
(NOK)	Note	2016	2015
Statutory audit		313 000	56 250
Prospectus and cost relating to lising etc		79 000
Tax consultant services		5 950
Other assurance services		40 000
Too much accrued in 2014			-87 500
Operating profit		437 950	-31 250

The 2015 amounts are incl. VAT. The 2016 are ex. VAT since the company has been VAT registered during the year.

Note 6: Remuneration to management and Board of Directors

MANAGEMENT

The CEO position (Vegard Knut Fartein Torsøn Finstad) is outsourced to Vaagen Corporate Finance AS, a company that has management for hire assignments as its main activity. The assignment is governed by an engagement letter and the remuneration is based on an agreed hourly fee which is on market terms and considered suitable for the services provided. The amount paid to Vaagen Corporate Finance AS is NOK 846 000 and NOK 302 813 for 2016 and 2015 respectively.

Other management personnel have been provided by Solex AS (Aega Solar AS) see related party transactions for further details about the agreement.

Mr. Finstad are not entitled to any other forms of remuneration or any additional remuneration. No member of group management has any service contracts providing for benefits upon termination of employment.

BOARD OF DIRECTORS

The remuneration to Board members for their services for the period from the Annual General Meeting held 18 May 2016 to the Annual General Meeting held in 2017 is NOK 250 000 for the Chairman of the Board and NOK 200 000 for each board member.

Remuneration to the Board of Directors paid:

		Ownership interest held		Voting power held
Name of entity	Place of business	2016	2015	2016	2015 Principal activities
Aega Yieldco AS	Norway	100	0	100	0 Holding company
Aega Energy Prima AS	Norway	100	0	100	0 Holding company
Aega Energy Seconda AS Norway		100	0	100	0 Holding company
Aega Energy Terza AS	Norway	100	0	100	0 Holding company
Photo-Volt One S.r.l	Italy	100	0	100	0 Holding company
DT S.r.l	Italy	100	0	100	0 Holding company
Collesanto S.r.l	Italy	100	0	100	0 Holding company
JER-12 S.r.l	Italy	100	0	100	0 Holding company
Piano Mulino S.r.l	Italy	100	0	100	0 Holding company

No member of the Board of Directors has any service contracts providing for benefits upon termination of employment.

Note 7: Tax

(NOK)	2016	2015
Profit before income tax	-12 887 270	-294 118
Tax at current tax rate	-3 221 817	-79 412
Non deductible expenses	787 591	-36 856
Adjustment tax rate	631 228	1 067 719
Deferred tax asset not recognized	1 802 998	-951 451
Sum	0	0

Deferred tax asset	2016	2015
Loss carried forward	15 149 482	13 346 484
Net deferred tax asset	15 149 482	13 346 484
Deferred tax asset not recognized	15 149 482	13 346 484

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 company's investments and revenue are located in Italy and taxed in Italy.

The Board of Directors are investigating whether some or all the deferred tax asset is recoverable.

Note 8: Receivable and liabilities

	31-Dec
(NOK)	2016 2015
Trade receivable	811 008	16 541
VAT receivable	1 397 081	0
Total receivables	2 208 089	16 541

	31-Dec
(NOK)	2016	2015
Trade payables	1 907 955	18 459
Tax, sosial contribution VAT etc.	92 162	16 843
Intergroup loans	4 448 731	0
Other current liabilities	762 872	292 180
Total liabilities	7 211 720	327 482

Note 9: Financial income and expenses

	2016	2015
Interest income	17 358	22 085
Profit realized financial intruments	211 480	0
Received dividends	0	50 000
Fair value adjustments	27 513	651 985
Financial income	256 350	724 070

	2016	2015
Interest cost	-39 815	-160 000
Fair value adjustments	-866 777	0
Other financial expenses	-438	0
Financial income	-907 030	-160 000
Net foreign exchange gain/(losses)	45 855	0

Note 10: Cash and cash equivalents

NOK	2016	2015
Cash	345 759	899 742
Restricted cash	69 446	122
Total cash	415 205	899 864

Note 11: Shareholders and share capital

	Number of shares	Share capital	Sharepremium	Total
Total as of 31 December 2015	2 209 020	2 209 020	0	2 209 020
Total as of 31 December 2016	35 890 957	35 890 957	59 282 734	95 173 691

20 Largest shareholders:

Shareholders	Shares	Percentage
AEGA SOLAR AS	4 582 534	12,8%
BEARHILL INC AS	2 615 034	7,3%
HARALDSEN THORVALD MORRIS	1 605 333	4,5%
SÆTREMYR TORE	943 694	2,6%
NEREM JAN STEINAR	919 724	2,6%
LJM AS	867 890	2,4%
MOGER INVEST AS	867 890	2,4%
VESAAS OLAV	710 141	2,0%
PENTHOUSE MIRADORES AS	686 667	1,9%
SØLAND TORSTEIN	668 890	1,9%
MORO AS	666 667	1,9%
STRØM-RASMUSSEN FINN	666 667	1,9%
RACCOLTA AS	595 840	1,7%
CLEAR THOUGHT AS	551 833	1,5%
JAN P HARTO AS	507 841	1,4%
NYGÅRD ROALD ARNOLD	500 000	1,4%
VIA GLORIA AS	500 000	1,4%
BETONGCONSULT EIENDOM AS	484 610	1,4%
SERCK-HANSSEN FIN	462 657	1,3%
MAGNOLIA SYSTEM AS	450 667	1,3%
Total 20 largest shareholders	19 854 579	55,3 %
Aega ASA outstanding shares	35 890 957	100,0 %

Note 12: Financial assets held for sale

	Value as of 31.12.2016
Wilson ASA	1 022 500
Total	1 022 500

At the end of 2016, Aega ASA owned 100.000 shares in Wilson ASA. The value of the shares has been disputed, however, both in Tingretten and Lagmansretten the value has been set at 10,6 NOK per share. Therefore, the value as of year-end is set to 10,6 less transaction cost. About 700 000 NOK have been provisioned for cost related to the proceedings. See point 16 for further detail.

	Value as of 31.12.2015
Wilson ASA	1 200 000
Polarcus	275 474
Unsettled trades	1 083 839
Total	2 559 313

Note 12: Dividends

Overview of dividends paid by Aega ASA in 2016 (Nordic Financials ASA)

	Dividend amount per Share (NOK)	Number of Shares Total dividend
Dividend 29 February 2016	0,027	27 360 295	725 048
Dividend 31 May 2016	0,075	27 360 295	2 052 022
Dividend 31 August 2016	0,075	35 890 957	2 691 822
Dividend 28 December 2016	0,030	35 890 957	1 076 729

Under the current dividend policy adopted by the Board of Directors, the Company intends to pay quarterly dividends and distribute excess cash generated, adjusted for working capital needs, to shareholders. The Company expects to generate positive cash flow when passing ~10MWp installed capacity. There can be no assurances that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be in the range contemplated by the policy. The group's objectives when managing capital are to

• safeguard their ability to continue as a going concern, so that they can continue to provide returns for
• shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.

The company invest in predictable cash yielding solar assets, and the dividend policy is to distribute a stable and attractive cash flow to shareholders on a quarterly basis. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Note 13: Subsequent events

Share capital increase registered

The 3 January 2017 issuance of 4 991 184 new shares was registered. Aega's new share capital is NOK 40 882 141 divided into 40 882 141 shares, each with a par value of NOK 1.00 per share.

Acquisition of assets from Aega Solar AS(Solex AS)

Aega Solar AS, a Norwegian private limited company, is a management company providing management services to Aega ASA through a management agreement, refer to note 4 Related party. The objective of the Transaction is to insource the management services currently provided by Aega Solar AS to Aega ASA and thereby create a simpler and more sustainable management structure. The assets to be acquired consist of six ongoing consultancy agreements and two employee contracts, personal IT equipment and miscellaneous office furniture. The parties agreed to terminate the Management Agreement from the time of the transaction.

9 December 2016, the extraordinary general meeting of Aega Solar AS approved the transaction whereby Aega ASA will acquire certain assets from Aega Solar AS related to the operation of Aega ASA's solar plants. The asset purchase agreement governing the transaction was subsequently signed by Aega Solar AS and Aega ASA.

As consideration for the assets, and the termination of the management agreement, Aega ASA shall as full and final settlement pay a purchase price of NOK 11 million. Aega ASA will issue 3 million shares (consideration shares) and 2 million warrants in Aega ASA to Aega Solar AS. As part of the settlement, Aega ASA will also assume certain of Aega Solar AS's liabilities, limited upwards to NOK 6.1 million. 60% of the consideration shares will be subject to a 24-month lock-up period from the closing date. Each of the warrants will entitle Aega Solar AS to subscribe for one share in Aega ASA at an initial exercise price of NOK 3.10 per share. The exercise price for each warrant shall at the time of exercise of such warrant be adjusted downwards on a NOK-for-NOK basis by any dividend per share paid by Aega ASA in excess of an annual dividend of 7% of NOK 3.10 in the period from the issue of the warrant until the exercise of the warrant. The warrants shall be exercisable during exercise periods lasting for four weeks from the date of publication of Aega ASA's annual financial statements for the financial years 2017, 2018, 2019 and 2020, provided, however, that the last exercise period shall end no later than 30 June 2021. Any unexercised warrants shall expire without any compensation to the holder on 30 June 2021.

On 20 December 2016, Aega ASA announced the completion of a private placement of new shares in the Company raising gross proceeds of NOK 15.0 million and the waiver of the condition in the Agreement regarding the completion of a private placement with minimum gross proceeds of NOK 25 million. Completion of the transaction is also subject to the fulfilment of certain other conditions, including:

• The general meeting of Aega ASA shall, validly and with the required majority, and subject only to completion of the transaction, have approved the issue of the consideration shares, the Warrants and the private placement shares.
• The agreements to be transferred to Aega ASA pursuant to the Agreement shall be legal, binding, valid and enforceable in accordance with their terms and there shall not be, or have been, any breach of any such agreement or any circumstances giving rise to such a breach.
• All of Aega Solar AS's contracting parties in the agreements mentioned above, shall have given their consent to the assignment of the relevant agreements to Aega ASA on existing terms.
• Aega shall have entered into new employment agreements with the employees of Aega Solar with effect from the closing date and on terms satisfactory to Aega ASA, and the employees' existing employment agreements with Aega Solar AS shall terminate with effect from the Closing Date.
• The employees of Aega Solar AS shall have accepted that Aega ASA, with the exception of the assumed liabilities and liabilities pertaining to the period from the closing date, does not assume any liabilities with respect to the employees of Aega Solar AS.

The deal was completed the 31 January 2017, the management agreement between the companies have been terminated. After the payment of the consideration there is now 43 882 141 shares outstanding in Aega ASA.

Investment in Wilson ASA

See point 16 for details of the case. The Company appealed the decision and the appeal hearing was held 7-8 March 2017 in Gulating Court of Appeal. The appeal case confirmed the value at NOK 10,60. In the Interim Financial Statements, a value of NOK 10.60 per share has been used and a provision for potential case costs has been made.

Purchase of Casale S.r.l

21 April 2017 Aega ASA has through a 100% owned subsidiary today signed an agreement to buy a solar PV plant of 1MWp production in Emilia-Romagna in Italy by taking over Casale S.r.l. for ca. 2,8mEuro of which 0,9mEuro is equity and the rest is takeover of existing debt. The Casale S.r.l. acquisition is expected to yield an IRR of 15 percent from the equity investment.

Investors contacts:

Rolf M. Normann Chief Executive Oficer

Mobile: +47 91344134 E-mail: rmn@aega.no Web: www.aega.no

Visit AEGA ASA Oscars gate 52 N-0258 Oslo, Norway

Markus H. Enge Chief Financial Oficer

Mobile: +47 40064820 E-mail: mhe@aega.no Web: www.aega.no

Visit AEGA ASA Oscars gate 52 N-0258 Oslo, Norway