Nordic Financials ASA — Annual Report 2017

Apr 30, 2018

ANNUAL REPORT 2017

Aega ASA

Organization number 997410440

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.

About Aega

Aega ASA is a solar utility company listed on Oslo Axess stock exchange. Aega ASA acquires and operates solar power plants, benefitting from government solar incentives – so called Feed-in-Tariffs. The company currently owns a portfolio of eight solar parks located in Italy, with a combined production capacity of approximately (as per 30 April 2018) 8MWp or around 10 GWh/year. Aega ASA mainly invests in small operating solar parks (below 5MWp capacity), meeting the company's strict investment criteria. Management has identified numerous potential investments that meet the company's investment criteria and thus look opportunistic on further acquisitions. The headquarters are in Oslo (NO) and Trento (IT).

Activities

Investments:

21 April 2017 Aega ASA signed a contract to acquire all shares in Casale S.r.l, which owns a 1MWp solar plant in Mercato Saraceno, Emilia-Romagna, Italy, from a group of Italian investors. The acquisition is completed and settlement for the acquisition was made in cash. Revenues from Casale has been included in the group accounts from the acquisition. The 1 MW solar PV plant in Mercato Saraceno is fixed ground mounted, has a second conto energia feed in tariff and is six years into its 20 year concession period, and delivers an internal rate of return (IRR) in line with Aega's current assets and the group's overall investment target. After the takeover, the solar park has delivered higher production than the base case for the plant.

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

The objective of the Transaction was to insource the management services earlier provided by Solex AS and thereby create a simpler and more sustainable management structure. The assets that was acquired consisted of six ongoing consultancy agreements and two employee contracts, IT equipment and miscellaneous office furniture. The agreement was completed the 31 January 2017.

As consideration for the assets, and the termination of the management agreement, Aega ASA paid a purchase price of NOK 11 million by issuing 3 million shares and 2 million warrants in Aega ASA to Solex AS. As part of the consideration, Aega ASA also assumed certain of Solex AS's liabilities, limited upwards to NOK 6.1 million. 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.

Share capital increase registered:

Following a share issue in December 2016 where roughly NOK 15 million was raised, on 3 January 2017 issuance of 4 991 184 new shares was registered.

Following the consideration shares issued related to the Solex transaction as mentioned above, the new share capital was 43 882 141 divided into 43 882 141, each with a par value of NOK 1.00 per share.

Dividends:

The company paid no dividends in 2017.

Private placements:

No private placements have been conducted in 2017. At the extraordinary general assembly, held the 18 December 2017 a proposal to approve private placement with gross proceed of NOK 35 MNOK was voted down.

Operations

In 2017 Aega had on average 6,5MWp installed capacity, compared to 5,5MWp the year previous. Production in 2017 was 10,9% 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 two minor thefts there has been no major downtime of the plants.

Aega has a standard setup that it implements on each new plant, this include the operations and maintenance, monitoring, security etc. Aega's aim is maximize the cash flow from the solar parks looking at the kWh production versus cost.

Power production kWh	Q4 2017	Q3 2017	Q2 2017	Q1 2017	YTD 2017	Q4 2016	Q3 2016	Q2 2016	Q1 2016	FY 2016
Photo-Volt One S.r.l	236 126	462 742	465 450	284 699	1 449 017	225 487	439 642	451 772	253 638	1 370 539
DT S.r.l	240 376	446 577	451 307	289 792	1 428 052	225 839	449 667	408 051	245 328	1 328 885
Collesanto S.r.l	490 266	932 985	942 200	596 726	2 962 177	489 379	944 590	864 215	508 619	2 806 803
JER-12 S.r.l	205 020	465 538	464 401	268 165	1 403 124	165 305	464 002	437 307	243 325	1 309 938
Piano Mulino S.r.l	244 274	469 790	467 523	261 544	1 443 131	221 388	431 711	0	0	653 099
Casale S.r.l	197 051	412 515	303 579	0	913 145	0	0	0	0	0
Total	1 613 113	3 190 147	3 094 460	1 700 927	9 598 647	1 327 398		2 729 611 2 161 345 1 250 910		7 469 264
Base Case* Power production kWh	Q4 2017	Q3 2017	Q2 2017	Q1 2017	YTD 2017	Q4 2016	Q3 2016	Q2 2016	Q1 2016	FY 2016
Photo-Volt One S.r.l	172 622	448 245	393 679	177 619	1 192 165	173 489	450 498	395 658	178 512	1 198 157
DT S.r.l	221 332	425 038	411 942	255 317	1 313 629	222 445	427 174	414 013	256 599	1 320 231
Collesanto S.r.l	463 751	897 600	854 632	558 620	2 774 603	466 080	902 111	858 926	561 427	2 788 543
JER-12 S.r.l	160 486	427 351	425 701	149 536	1 163 074	161 292	429 499	427 840	150 287	1 168 918
Piano Mulino S.r.l	219 635	436 266	438 125	243 688	1 337 714	220 738	438 458	0	0	659 196
Casale S.r.l
	181 400	400 600	293 900	0	875 900	0	0	0	0	0

All of Aega's plants performed better than the base case in 2017:

* 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.

The wholesale power price in Italy has historically been fairly volatile. From 2014 until 2017, the price has been in the range between 40-55 EUR/MWh. The average price in 2017 was 53,95 compared to 42,78 EUR/MWh in 2016. The price in 2018 has so far also been above 50 EUR/MWh on average.

Financial summary

The financial statement for 2017 showed a loss of EUR 2 561 118 after tax, compared to a loss of EUR 1 871 278 for 2016. The loss in 2017 is mainly due to acquisition and transaction cost of EUR 2 156 307, related mainly to the purchase of assets from Solex . Revenues was EUR 3 193 466 in 2017, compared to EUR 2 486 380 for 2016. On average the MWp installed in 2017 was 6,5MWp vs 5,5MWp a year previous. Cost of operation was EUR 297 083 in 2017 and EUR 358 516 in 2016. The lower cost is due to renegotiation of the major operational contracts. Sales, general and administration expenses was EUR 1 403 530 in 2017 compared to 1 176 135 one year prior. The main reason of increase is that the Aega ASA insourced the management services during 2017, this increased the cost for the year, but is expected to decrease over time.

At the end of the year the company had solar parks valued at EUR 16 731 740 compared to EUR 15 168 954 in 2016.

The company had non-current debt of EUR 11 207 758 outstanding to financial institutions either as leasing or project finance at the end of 2017, at the end of 2015 the amount was EUR 10 201 990. Cash and cash equivalents was EUR 717 030 at the end of 2017, compared to EUR 688 066 one year prior. The company's liquidity is deemed sufficient.

Total equity was EUR 6 229 582 at year end 2017, compared to EUR 6 069 327 one year earlier. There was not paid dividends in 2017 a total of NOK was paid out.

Comments to the former investment portfolio

The company held shares in the listed company Wilson ASA at the begin of 2017. In accordance with the Norwegian Public Companies Act, requiring a majority owner with more than 90 per cent holding to make a compulsory offer to buy the remaining shares, the company has required the majority owner of Wilson ASA to buy the remaining shares. Court proceedings to determine fair value of the shares were held in April 2016 and the court's ruling concluded on a fair value of NOK 10.60 per share, and that Aega ASA shall bear its own and the other defendant's costs.

Aega ASA appealed the ruling, but lost also the appeal in April 2017, and the price was determined to be NOK 10.60 per share, Aega ASA has made a provision for own cost related to the court case and also for the defendant. 12 May 2017 Aega ASA transferred the Wilson shares, and has no longer any financial investments from the former Nordic Financials ASA left.

Events after year-end

Shareholder loan:

To secure financing for a potential near term acquisition target, Aega has entered into a loan agreement where 19 shareholders have committed to lend a total of NOK 3.8 million to the Company, at an interest rate of eight percent per annum. Three primary insiders are participating in the shareholder loan, either in person or through their limited companies, including chairman Halldor Christen Tjoflaat (NOK 100,000), board members Nils Petter Skaset (NOK 350,000) and Kathrine Breistøl (NOK 250,000)

Aega will ask the annual general assembly (AGM) to decide if the shareholder loan, including interest rate of eight percent per annum, should be refinanced or converted to shares in Aega at a conversion rate of NOK 1 per share. If the AGM votes against converting the shareholder loan into shares in Aega, the loan will mature with immediate effect and trigger an additional interest rate compensation of ten percent to the lenders.

The shareholder loan is secured against the shares of Aega Yieldco AS, a wholly owned subsidiary of Aega ASA.

The loan has been arranged by the company and no commission will be paid to any external third party facilitator.

Extension of interim CEO contract:

In addition, Aega is pleased to announce that it has extended the contract with Interim CEO, Markus Enge.

Acquisition of new solar park:

Aega has on 15 February 2018 signed a contract to acquire all shares in Solar Park Luino S.r.l , which owns a 0,8 MW solar plant in Luino, Lombardy, Italy, from a group of Italian investors.

The acquisition is completed and settlement for the acquisition was made in cash. Aega's funding of the project has been through the loan mentioned above.

The 0,8 MW solar park in Luino is fixed ground mounted, has a second conto energia feed in tariff and is seven years into its 20-year concession period, and delivers an internal rate of return (IRR) in line with Aega's current assets and the group's overall investment target.

After the acquisition the Chairman of the group Mr. Halldor Tjoflaat has been appointed CEO and constitute the Board of Directors in Solar Park Luino S.r.l. There are no employees in the acquired company.

Outlook

The company's main activity is investments in and operations of solar parks. Aega ASA currently owns a portfolio of seven individual solar parks in northern Italy with a combined production capacity of 8MWp (as of 30 April 2018). The Company focuses on acquisitions of smaller existing solar parks (below 5MW capacity), with strict investment criteria.

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.

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 Company has fixed about 50% of its interest rate exposure. 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.

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.

Employees, anti-discrimination and environment

The Company had two employees as of 31 December 2017, both men. The Company seeks always to employ the best qualified regardless of race, gender, or sexual persuasion

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

The company's activities have in 2017 been investment in solar power plants, the company aims to have a negative carbon footprint by increasing the production of acquired power plants.

Corporate Social responsibility

Aega observes the UN Global Compact's 10 principles in the areas of human rights, labor rights, the environment and anti-corruption, andit gives particular priority to the environmental principles.

The Corporate Strategy, Corporate Governance and the Code of Conduct Policy constitute the fundamental steering principles in the Group. Together these form the foundation of how we should act and operate in the Group as well as giving the priorities and the direction of the Group.

Work environment

The Group has a strong focus on health, safety and environment (HSE) for its employees, subcontractors and customers, embedded in our zero accident objective. We are closely monitoring the established procedures for operations, and on the solar parks. Continuous efforts involve planning, training of personnel and careful selection of subcontractors.

The objective of zero accident applies to personnel injuries, harm to the environment and material damage

Environment

The group main operation is production of renewable energy. The group has focus on getting as high production from our plants as possible and minimize downtime.

Code of conduct

The Group take a zerotolerance approach to modern slavery, bribery and corruption

and are committed to acting professionally and with integrity in all our relationship and business dealings.

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 2018 and the company's long-term strategic predictions for the years to come.

Allocation of profit and loss

The net loss for 2017 was EUR 2 561 118, total comprehensive income was a loss of EUR 2 641 473 and the Board proposes that the annual general meeting resolves that the loss is allocated from Other Reserves. Following this allocation, the company will have Other equity of negative EUR 6 229 582

Oslo, 30 April 2018

Halldor Chisten Tjoflaat Chairman

Board member CEO

Kathrine Breistøl Board member

Nils Petter Skaset Markus H. Enge

Kristine Malm Larneng Board member

Responsibility statement

The Board confirms, to the best of their knowledge, that the financial statements for the company for 2017 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 2017 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.

Halldor Chisten Tjoflaat Chairman

Board member CEO

Oslo, 30 April 2018

Kathrine Breistøl Board member

Nils Petter Skaset Markus H. Enge

Kristine Malm Larneng Board member

Corporate governance in Aega ASA

Implementation and reporting on corporate governance

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 seven individual solar parks in the Umbria and Lazio regions in Italy with a combined production capacity of 7MW. 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.

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 2017 was EUR 6 229 582, and the number of outstanding shares was 43 882 141, 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.

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 2017.

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 2017 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 two 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, Halldor Christen Tjoflaat is a shareholder in AFT Development AS which owns 2 250 152 shares in Aega ASA. In addition Mr. Tjoflaat is also the chairman of Solex AS a company owning 972 910 shares in Aega ASA. In addition he has participated in a shareholder loan to Aega ASA with NOK 100 000 that is proposed to be converted into shares.

At present, Nils Petter Skaset has participated in a shareholder loan to Aega ASA with NOK 350 000 that is proposed to be converted into shares.

At present, Kathrine Breistøl has participated in a shareholder loan to Aega ASA with NOK 250 000 that is proposed to be converted into shares.

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 5 & 7 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 always 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 2018

Halldor Chisten Tjoflaat Chairman

Kathrine Breistøl Board member

Kristine Malm Larneng Board member

Nils Petter Skaset Markus H. Enge Board member CEO

Group financials 2017

Consolidated statement of profit and loss and other comprehensive income

		1 Jaunuary through 31
		December
(EUR)	Note	2017	2016
Feed-In Tariff revenue	3	2 672 196	2 078 247
Sales of electricity	3	483 665	314 270
Other revenue	3	37 605	93 863
Revenues		3 193 466	2 486 380
Cost of operations	4	-297 083	-358 516
Sales, general and administration expenses	4,5,6,7	-1 403 530	-1 176 135
Acquisition and transaction costs	4,5,6,12	-2 156 307	-1 141 020
Depreciation and amortization	12	-1 279 463	-975 720
Operating profit		-1 942 918	-1 165 013
Other gains and losses	15,5	145 890	45 950
Finance income	9,15.1	7 824	2 246
Finance costs	9,15.1	-644 986	-577 983
Net foreign exchange gain/(losses)	9	77 725	-70 229
Profit before income tax		-2 356 465	-1 765 029
Income tax gain/(expense)	8	-204 653	-106 249
Profit/(loss) for the period		-2 561 118	-1 871 278
Earnings per share	10	-0,06	-0,06
Avg. no of shares	10	43 533 876	31 078 951
Other comprehensive income Items that may be reclassified to profit and loss
Translation differences	2.5.1.3	-80 355	93 738
Total comprehensive income		-2 641 473	-1 777 541
Profit for the period attributable to:
Equity holders of the parent company		-2 641 473	-1 777 541

Consolidated statement of financial positions

		31 December
(EUR)	Note	2017	2016
ASSETS
Property, plant and equipment	12,14	16 731 740	15 168 954
Deferred tax assets	8	409 498	691 449
Non-current assets		17 341 238	15 860 403
Receivables	15.1	1 492 902	1 104 031
Other current assets	15.1	768 032	1 002 556
Cash and short term deposits	15.2	717 030	688 066
Current assets		2 977 964	2 794 653
TOTAL ASSETS		20 319 202	18 655 056

EQUITY AND LIABILITIES

Share capital	11	4 842 179	3 950 008
Share premium	11	8 208 942	6 524 409
Paid in capital		13 051 121	10 474 417
Accumulated profit & loss		-7 073 968	-4 737 873
Foreign Currency translation reserve		252 429	332 784
Other equity		-6 821 539	-4 405 089
Total equity		6 229 582	6 069 327
Long term loans	15.3	2 933 328	3 019 563
Leasing	15.3	8 274 430	7 182 426
Total non-current liabilities		11 207 758	10 201 990
Trade payables and other payables	15.4,16	1 120 794	629 451
Short term financing	15.3	1 052 174	963 660
Current tax	8	11 259	19 152
Derivative financial instruments	15.5	697 635	771 477
Total current liabilities		2 881 862	2 383 739
Total liabilities		14 089 620	12 585 729
TOTAL EQUITY AND LIABILITIES		20 319 202	18 655 056

Oslo, 30 April 2018

Halldor Chisten Tjoflaat Chairman

Board member CEO

Nils Petter Skaset Markus H. Enge

Kathrine Breistøl Board member

Kristine Malm Larneng Board member

Consolidated statement of cash flow

(EUR)	Note	2017	2016
Ordinary profit before tax		$-2356465$	-1 765 029
Paid income taxes		$-9675$	$-138341$
Depreciation	14	1 279 463	975 720
Changes in trade receivables and trade payable		102 473	-536 670
Changes in other accruals		10229	$-8995$
Cash flow from operations		-973 975	$-1473315$
Acquisition net of cash acquired	12,2	$-854640$	$-1$ 106 449
Cash flow from investments		$-854640$	$-1106449$
Proceeds from issue	11	2732291	3 148 217
Dividends or shareholder distributions		0	-732 091
Repayment of loans	15,3	$-874712$	$-629553$
Cash flow from financing		1857579	1786 574
Cash at beginning of period		688 066	1387519
Net currency translation effect		0	93738
Net increase/(decrease) in cash and cash equivalents		28964	-793 191
Cash at end of period		717030	688 066

Consolidated statement of changes in equity

			Foreign Currency
(EUR)	Share capital	Share premium fund	Other equity	translation reserve	Total equity
Equity 2016	3 950 008	6 524 408	-4 737 873	332 784	6 069 327
Share issue 3.1.2017	554 638	1 009 466			1 564 104
Share issue asset purchase	337 534	675 068	225 023		1 237 624
Profit (loss) After tax			-2 561 118		-2 561 118
Other comprehensive income					0
Other				-80 355	-80 355
Equity 31.12.2017	4 842 179	8 208 942	-7 073 968	252 429	6 229 582

(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 7 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 2017, were approved by the Board of Directors and CEO on 30 April 2018, and will be presented for approval at the annual General Meeting on 30 May 2018.

2 Basis of preparation

The consolidated financial statements for the financial year 2017 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 2017.

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.

A number of new standards and amendments to standards and interpretations are effective for annual periods

beginning on or after 1 January 2018. None of these is expected to have significant effect on the consolidated

statements of the Group, except the following set out below:

IFRS 9, 'Financial instruments'

The final version of IFRS 9 Financial Instruments contains the revised regulations concerning the classification and measurement of financial instruments, accounting of impairment of financial assets and hedge accounting.

The standard is to fully replace IAS 39. The new regulations for the classification and measurement of financial instruments no longer contain the categories "available for sale", "held to maturity" and loans and receivables from IAS 39. Apart from the measurements "at amortised cost" and at "fair value through profit or loss" it will henceforth be possible to account for financial instruments at "fair value through OCI".

All financial instruments for which the cash flow condition (contractual cash flow characteristics test) is not met are automatically accounted for at fair value through profit or loss,. By way of exception, changes of the fair value of equity instruments not held for trading can be recognised in other comprehensive income. If the cash flow condition is deemed met and the financial instrument is held for the purpose of collecting the contractual cash flows, the financial instrument shall be accounted for at amortised cost. The standard is effective for accounting periods beginning on or after 1 January 2018.

IFRS 9 doesn't change the basic accounting model for financial liabilities under IAS 39. Two measurement categories continue to exist: fair value through profit or loss and amortised cost. Financial liabilities held for trading are measured as fair value through profit or loss unless the fair value option is applied. Aega does not have any financial liabilities held for trading. Therefore, the measurement of financial liabilities shall continue at amortised cost as previously. There are no indications that this standard will have a material impact on the Group

IFRS 15, 'Revenue from Contracts with Customers'

IFRS 15, 'Revenue from Contracts with Customers' deals with revenue recognition and establishes principlesfor reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers.

The core of the new IFRS 15 is the introduction of a five-step model in which the customer contract and the separate performance obligations it contains are first identified. In the third and fourth steps, the transaction price is determined and allocated to the individual performance obligations. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service.

Disclosures: IFRS 15 adds several disclosure requirements to the annual and interim reports, e.g. capitalization of contract costs and disclosures of contract balances.

The standard replaces IAS 18 'Revenue' and IAS 11 'Construction contracts' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2018 and earlier application is permitted. The group has assessed the impact of IFRS 15. Different revenue streams and contracts have been analysed.

The Group recognises revenues from following main sources:

Sale of electricity (see Note 3 below)

Under IFRS 15, revenue will be recognised when a customer obtains control of the electricity. Currently, the Group recognizes revenue when the electricity are delivered to the customer. The Group does not expect any significant impact on the timing of the revenue recognition from the sale of electricity.

Feed in tariff: (see Note 3 below)

Feed in tariff is government grant and recognized in line with IAS 20.

Based on its assessment, the Group does not expect the application of IFRS15 to have a significant impact on its consolidated financial statements. The scope of the disclosures will not increase.

IFRS 16, 'Leases'

IFRS 16, 'Leases' significantly changes the accounting principles for many lease contracts, including leased premises, vehicles and equipment leases, and subleases. The standard will require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding assets. As a consequence, a lessee recognizes depreciation of the right-of-use asset and interest on the lease liability, instead of recognising the expenses as today in Other operating costs. The standard was issued in January 2016 and is effective for annual reports beginning on or after 1 January 2019, with earlier application permitted

The Group has conducted an initial assessment of the impact of the new IFRS 16. The assessment is based on preliminary effects identified so far and might be changed later.

The company currently leases 5 of its solar parks, however, all of them are already recognized on the balance sheet.

The headquarter rent agreement is terminated as of 30.4.2018, and is therefore not recognized.

Based on its assessment, the Group does not expect the application of IFRS16 to have a significant impact on its consolidated financial statements. The scope of the disclosures will not increase.

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 9,8403 and 9,0863 for 31 December 2017 and 2016 respectively.

The group consolidates all subsidiaries at the Aega ASA level.

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 in 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)		1 Jaunuary through 31 December
	Note	2017	2016
Feed-In Tariff revenue	з	2672 196	2078 247
Sales of electricity	з	483 665	314 270
Other revenue	з	37 605	93 863
Revenues		3 193 466	2486380

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)	FY 2017	FY 2016
Revenues	3 193 466	2 486 380
Cost of operations	$-297083$	$-358516$
Land rent	0	$-7000$
Insurance	$-42860$	$-53934$
Operation & Maintenance	$-113772$	$-195262$
Other operations costs	$-140452$	$-102321$
Sales, General & Administration	$-1403530$	-1176135
Accounting, audit & legal fees	$-149632$	-99 761
IMU tax	$-10771$	$-16847$
AEGA Solar management fee	$-140000$	$-466282$
Other administrative costs	$-1103127$	-593 246
Acquisition & financing cost	-2 156 307	$-1141020$
Acquisition transaction costs	-1958274	-718 527
Funding & IPO costs	$-198033$	-347 134
Other non-recurring items	0	$-75.359$
FRITDA	-663 454	$-189.293$

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

REMUNERATION TO AUDITORS

	1 Jaunuary through 31 December
	2017	2016
Statutory audit	104 561	97317
Prospectus and cost related to listing	0	8501
Tax consultant services	25 939	640
Other Assurance services	2412	4 3 0 4
Total renumerations to auditors	132 911	110 762

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

Until the purchase of assets from Solex AS at the end of January 2017 the group had no employees. All administrative, technical and commercial services necessary for the operation of the group was conducted by Solex through the Management Agreement as described in the Related party note. Therefore, there are no comparison figures.

Payroll and related expenses	2017	2016
Salaries and vacation pay	235 696	0
Social security tax	36 382	0
Pension expense ("OTP")	18 376	0
Renumeration to the Board of Directors	58 717	81 217
Total payroll and related expenses:	349 171	81 217

In 2017 the group had roughly 2,5 average work years employed.

Pension scheme:

The Company has a defined contribution pension scheme that complies with the Norwegian occupational pension

legislation (called "OTP"). The pension contributions is set to 6 % for the Company in 2017 and reduced to 2% from April 2018. The National Insurance scheme basic amount for 2017 is NOK 93,634. The retirement age for all employees, including the management, is 70 years. The Group is obliged to have an occupational pension scheme pursuant to the Act on Occupational Pensions. The Group's pension plans meet the requirements of this Act.

The group does not any active 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) for 2016.

Total renumeration paid to management from the Group during the year ended 31 December is as follow:

	2017				2016
	Salary	Remueration Pension cost		Salary	Remueration Pension cost
Rolf M. Normann (CEO)*	107 187	1 598	6 431	0	0	0
Markus H. Enge (CFO & CEO)**	55 022	1 401	3 301	0	0	0

*From 1 February 2017 until 29 September 2017, Rolf M. Normann was employed as the CEO of Aega ASA.

**From 1 February 2017, Markus H. Enge was employed as CFO of Aega ASA, and he has been acting CEO since 29 September 2017.

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. From the Annual General Meeting held 19 May 2017 to the Annual General Meeting held in 2018 the remuneration to the Board members are EUR 250,000 for the Chairman of the Board and NOK 150,000 to each board member.

Remuneration to the Board of Directors:

All numbers in NOK:

			Board renumeration
Name	Position	Periode served to/from	2017	2016
Halldor Chisten Tjoflaat	Chairman	From 28 December 2018	2 055
Kathrine Breistøl	Member	From 28 December 2018	1 233
Kristine Malm Larneng	Member	From 28 December 2018	1 233
Nils Petter Skaset	Member	From 28 December 2018	1 233
		Served from 18 January 2016 to 29 September
Knut Øversjøen	Chairman/Member	2017 as chairman. From 29 September 2017 to	222 603	237 329
		28 December 2017 as member.
		Served from 18 December 2015. Served until
Geir Upsaker	Member	18 January 2016 and again from 29 November	75 616	4 247
		2016 to 19 May 2017
		Served from 18 December 2015. Served until
Grete Sønsteby	Member	29 November 2016		144 110
		Served from 18 January 2016. Until 29
Göran Mikael Schoultz	Member	November 2016		189 863
		Served from 22 February 2016 until 27 January
		2017. Remuneration does not include fee
Solveig Fagerheim Bugge*	Member	invoiced by Advokatfirmaet Thommessen AS	14 795	170 685
		for legal services
Anne Syrrist	Member	From 27 January 2017 to 29 September 2017	116 028
		Served from 18 December 2015
Ketil Reed Aasgaard	Chairman	Served until 18 January 2016		8 494
		Served from 29 September 2017 to 28
Ingrid Elvira Leisner	Member	December 2017	36 986
		Served from 19 May 2017 to 29 September
Lars-Gøran Dysterud Hansen Member		2017	54 658
		Served from 29 September 2017 to 28
Rolf M. Normann**	Chairman	December 2017	61 644

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

Vesoldo AS (Kathrine Breistøl, Board Member)	210 017
E3 Consulting AS (Markus Enge, CEO & CFO)	81 928
Klunken Blessenborg Invest AS (Markus Enge, CEO & CFO)	160 000

Shares held by the board of directors and management as of 31.12.2017

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.

31 January 2017, Aega ASA completed the asset purchase agreement with Solex AS (former Aega Solar). From this date Aega ASA took over the management team and terminated the previous management agreements. As consideration Solex AS received 3 000 000 shares in Aega ASA, 2 000 000 warrants and took over about EUR 680k of liabilites. The Board rational at the time was to provide higher efficiency and substantial long term cost savings, and that following the transaction.

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	2017	2016
Income tax payable	-11 259	-19 152
Income tax set of by deferred tax	-266 853	-125 900
Other changes deferred tax	66 020	18 726
Adjustment for previous years income tax	7 440	20 077
Income tax expense	-204 652	-106 249

Movement in deferred tax balances:

Tax payable	2017	2016
Income tax payable	11 259	19 152
Tax payable	11 259	19 152
Tax assets recognized	2016	2016
Deferred tax asset	409 497	691 448
Total tax assets	409 497	691 448
Tax asset not recognized in the balance sheet	1 712 526	1 892 167

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:

Deferred tax	2017	2016
IB	691 448	796 959
Deferred tax purchased during the year	-124 696	-159 328
Tax credits used	-200 833	18 726
Other adjustments	43 578	35 091
Deferred tax assets	409 497	691 448

Specification of source of deferred tax:

Deferred tax	2017	2016
Tax losses carried forward	772 513	896 979
Deferred tax leasing	-40 180	66 785
Deferred tax property plant and equipment	-544 519	-508 721
Deferred tax derivatives	167 432	181 041
Deferred tax depreciation adjustment	49 313	38 574
Other adjustments	4 938	16 791
Deferred tax assets	409 497	691 448

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)	2017	2016
Interest income	7823	2003
Other financial income	0	244
Total finance income	7824	2 2 4 6
Interest expense	$-251411$	$-187582$
Leasing costs	-393 575	$-387764$
Other financial cost	0	$-2638$
Total finance costs	$-644986$	$-577983$
Net foreign exchange gain/losses	77725	-70 229

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.

	2017	2016
Weighted average of ordinary and potential shares	43 533 876	31 078 951
Profit for the year EUR	-2 561 118	-1 871 278
Basic earnings per share	-0,06	-0,06
Diluted earnings per share	-0,06	-0,06

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 2017, Aega ASA had a share capital of NOK 43 882 141 comprising 43 882 141 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.

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
Registered capital increase 3 January 2017	4 991 184
Registered capital increase 8 February 2017	3 000 000
Shares as of 31 December 2017	43 882 141

In addition the Company has 2 000 000 warrants outstanding. Each of the warrants will entitle the holder 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.

During 2016 the group 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.

During 2017 the group issued 3 00 000 shares and 2 000 000 warrants as consideration in the asset purchase agreement with Solex AS, see note 7.

DIVIDEND

	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

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

No dividends have been paid in 2017.

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. 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
BEARHILL INC AS	3 359 034	7,7%
SOLEX AS*	2 162 615	4,9%
HARALDSEN THORVALD MORRIS	1 627 119	3,7%
SÆTREMYR TORE	1 277 694	2,9%
LJM AS	1 134 890	2,6%
MOGER INVEST AS	1 134 890	2,6%
AFT DEVELOPMENT AS	1 060 447	2,4%
MORO AS	933 667	2,1%
JAN STEINAR NEREM	919 724	2,1%
OLAV VESAAS	877 141	2,0%
PENTHOUSE MIRADORES AS	761 884	1,7%
TORSTEIN SØRLAND	668 890	1,5%
FIN STRØM-RASMUSSEN	666 667	1,5%
JAN P HARTO AS	599 524	1,4%
RACCOLTA AS	595 840	1,4%
CLEAR THOUGHT AS	551 833	1,3%
BETONGCONSULT EIENDOM AS	551 277	1,3%
NYGÅRD ROALD ARNOLD	539 319	1,2%
VIA GLORIA AS	500 000	1,1%
FIN SERCK-HANSSEN	459 917	1,0%
Total 20 largest shareholders	20 382 372	46,4 %
Aega ASA outstanding shares	43 882 141	100,0 %

*Chairman in Aega ASA is also Chairman in Solex AS.

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 acquisition-date 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.

12.1 Acquisition and transaction costs

(EUR)	2017	2016
Acquisition & financing cost	-2 156 307	-1 221 947
Acquisition transaction costs	-1 958 274	-759 603
Funding & IPO costs	-198 033	-344 112
Other non-recurring items	0	-118 232

In 2017 the main transaction cost are the write-down of values related to the Solex asset purchase agreement, see note 7.

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

Purchases 2017:

ACQUISITION OF Casale S.r.l

On 21 April 2017 Aega Yieldco AS signed a purchase agreement with a group of Italian investors to buy Casale S.r.l. The Casale plant is an 1 MW solar plant in Mercato Saraceno, Emilia-Romagna, 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 0.9 million. The payment was divided in two payments EUR 787 thousand at closing and EUR 139 thousand 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 sellers and the Company.

The excess value 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%.

Preliminary purchase price allocation:

	Fair value
EUR (unaudited figures)	recognised on
	Acquisition
Current assets & liabilities	179 409
Cash, bank & securities	71 494
Receivables	126 929
Inventories, advances to suppliers etc.	0
Accounts Payable and Accrued Liabilities	$-78223$
Tax withholdings, public fees, payroll tax, etc.	59 209
Other current liabilities	0
Long term positions	746 725
Deferred tax	$-124696$
Powerplant, equipment and land	2911979
Derivative agreement	$-118119$
Long term financing	$-1922440$
Assets identified for acquisition	$-926134$
Paid for corporate capital at closing	$-787214$
Paid into escrow	$-138920$
Consideration not allocated	$\bf{0}$

There is certain uncertainty regarding a potential EUR 40.000 receivable at takeover. This has not been included in the PPA. The effect of this is that excess value allocated to property plant and equipment is increased with the same amount, if the receivable is later recognized this will be reversed.

Purchases 2016:

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
Write down	361 662

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%.

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

Purchase price allocation Piano Mulino S.r.l:

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 2017 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	2017	2016	2017	2016 Principal activities
Aega Yieldco AS	Norway	100	100	100	100 Holding company
Aega Energy Prima AS	Norway	100	100	100	100 Holding company
Aega Energy Seconda AS Norway		100	100	100	100 Holding company
Aega Energy Terza AS	Norway	100	100	100	100 Holding company
Photo-Volt One S.r.l	Italy	100	100	100	100 Company owning solar park
DT S.r.l	Italy	100	100	100	100 Company owning solar park
Collesanto S.r.l	Italy	100	100	100	100 Company owning solar park
JER-12 S.r.l	Italy	100	100	100	100 Company owning solar park
Piano Mulino S.r.l	Italy	100	100	100	100 Company owning solar park
Casale S.r.l	Italy	100	0	100	0 Company owning solar park

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:

WACC etter skatt	6,30%
Equity ratio	38,00%
Aega Interest rate	4,50%
Cost of Equity	11,30%
Country spesific premium	2,19%
Market premium	5,08%
Beta (levered)	1,28
Risk free rate	2,00%

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 6,3%. 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.

2017	Photo-Volt One Srl	DT Srl	Collesanto Srl	JER-12 Srl	Piano Mulino Srl	Casale Srl	Other	Total
Power plant 31 December 2016	1845925	2 437 778	6 198 052	1591168	2847529		248 502	15 168 955
Currency effect							$-51806$	$-51806$
Additions		2700		0		2911979		2914679
Depreciation	$-130562$	-174 922	$-446861$	$-128330$	$-254832$	$-143955$		$-1279463$
Value at 31 December 2017	1715 363	2 265 556	5751191	1462838	2 5 9 2 6 9 7	2 768 025	196 696	16 752 365

2016	Photo-Volt One Srl	DT Srl	Collesanto Srl	JER-12 Srl	Piano Mulino Srl	Casale Srl	Other	Total
Power plant 31 December 2015	1 976 663	2 612 498	6 636 500	1 719 366	0	0	272 297	13 217 323
Currency effect							-23 795
Additions	0	0	0	0	2 951 146	0		2 927 351
Depreciation	-130 738	-174 720	-438 447	-128 198	-103 617	0		-975 720
Value at 31 December 2016	1 845 925	2 437 778	6 198 052	1 591 168	2 847 529	0	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 2017 and 2016, 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 held-to-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 2016 and 2017.

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

2017

(EUR)		Financial asset at amortized
	Asset at FVPL	cost	Total
Receivables		1,409,423	1,409,423
Other current assets; Tax and VAT		731,511	731,511
Other current assets; Investment in Wilson ASA	0		0
Cash and cash equivalents		717,030	717,030
	0	2,857,964	2,857,964

2016

(EUR)		Financial asset at amortized
	Asset at FVPL	cost	Total
Receivables		1,101,915	1,101,915
Other current assets; Tax and VAT		1,002,556	1,002,556
Other current assets; Investments	112,532		112,532
Other current assets prepayments etc.		2,116	2,116
Cash and cash equivalents		688,066	688,066
	112,532	2,794,653	2,907,185

Financial liabilities

2017

	Liabilities at
(EUR)	Derivatives	amortised
	at FVPL	cost	Total
Long term borrowing		2,933,328	2,933,328
Leasing		8,274,430	8,274,430
Trade payables		671,452	671,452
Other payable		449,343	449,343
Short term borrowing and leasing		1,052,174	1,052,174
Derivatives finacial instruments	697,635		697,635
	697,635	13,380,726	14,078,361

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

Derivatives is valued using a marked to market approach. Fair value was determined by reference to a market price quotations in an active market (classified as level 1 in the fair value hierarchy under IFRS)

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 Feedin 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 2017 and 2016, no provision is booked.

OVERVIEW OF RECEIVABLES

(EUR)	31-Dec-17	31-Dec-16
Trade receivables	1 409 423	1 101 915
Tax Outstanding and VAT	768 032	1002 556
Other current assets
Receivables financial instruments	2 177 455	2 104 471
Prepayments	83 479	2 1 1 6
Receivables	2 260 934	2 106 587

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 2017 and 2016 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)	2017	2016
Cash Norway	48,838	63,457
Cash Italy	468,192	424,609
Restricted cash Italy*	200,000	200,000
Total cash	717,030	688,066

*in the 2017 annual report restricted cash has been reclassified to long term financial receivable, since this is locked up until the financing in DT S.r.l and Photo-Volt One S.r.l have been paid back. And is therefore not freely available to Aega ASA.

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)	2017	2016
Net debt	14 089 620	12 585 729
Total equity	6 229 582	6 069 327
Net debt to eqity ratio	2,26	2,07

For liquidity risk, see under General

15.3 Long term loans and Leasing

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, solar parks with at carrying amount of EUR 13 467 331 and EUR 11 483 360 at 31 December 2017 and 2016 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.

All leasing and project financing in the group have been secured with pledge to the financing institution on the shares in the financed entity and a pledge on the financed solar park. All the financing are annuities, so the part of down payment increases as part of the total payment to the financing institutions over the course of the financing.

Plant	Narni	Amelia	Piano Mulino	DT	Magnecavallo*	Monte alto di Castro**	Casale
SPV	Collesanto S.r.l	Collesanto S.r.l	Piano Mulino S.r.l DT S.r.l		JER-12	Photo-Volt One S.r.l	Casle S.r.l
				BNP Paribas Lease	Banca Polare Etica
Bank	Leasint S.p.A	Leasint S.p.A	Ubi Leasing S.p.A	Group S.p.A.	Scpa	Mediocredito Italiano S.p.A	Mediocredito Italiano S.p.A
Financing form	Leasing	Leasing	Leasing	Leasing	Project finance	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	3 766 492
Expiration date	2029	2031	2024	2029	2031	2027	2027
Fixed interest rate	3,70%	3,70%	3,20%	5,00%	5,00%	5,40%	4,60%
							Keep minimum net worth of EUR
Covenants	N/A	N/A	N/A	N/A	DSCR higher than 1,25 N/A		450 000

Overview long term loans and leases:

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

** Photo-Vole One S.r.l does no longer have a fixed interest loan, the spread of the loan is 5,4% + Euribor 3 month rate.

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

Net debt reconciliation

:

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

(EUR)	2017	2016
Cash and cash
equivalents	717,030	688,066
Liquid investments	0	0
Borrowings - repayable
within one year	-1,052,174	-963,660
Borrowings - repayable
after one year	-11,032,980	-10,064,876
Net debt	-11,368,124	-10,340,470

	Cash and cash	Liquid	Financial lease due	Financial lease due	Borrowing due	Borrowing after
	equivalents	investments	within one year	after one year	within one year	one year	Total
Net debt as at
31 December 2016	688 066	-	-806 731	-7 182 426	-156 929	-2 882 450	-10 340 470
Cash flows	28 964						28 964
Foreign exchange
adjustments							-
Other non-cash
movements			-76 549	-1 092 004	-11 965	123 901	-1 056 618
Net debt as at
31 December 2017	717 030	0	-883 280	-8 274 430	-168 894	-2 758 550	-11 368 124

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 outstanding salaries, outstanding fees to board and fees to the asset manager.

(EUR)	2017	2016
Trade payables	671 452	614 961
Other payables	449 343	14 490
Total trade and other payables	1 120 794	629 451

All trade and other payables at 31 December 2017 and 2016 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	697 635	771 477
Total derivates	697 635	771 477

Profit and loss effect of derivatives:

(EUR)	2017	2016
Change in mark to market value of
derivatives	145 890	45 950
Other gains and losses	0	0
Total Other gains and losses	145 890	45 950

The group has five interest swaps, each connected to the financing agreements. Only JER-12 S.r.l and Photo-Volt One S.r.l 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.

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 group of approximately EUR 1.2 million. The group has disputed the claim in court and won in the first instance court. The Italian tax authorities have appealed, 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 60 thousand related to this case.

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: Markus Enge (CEO & CFO).

The following guidelines are applied for 2018.

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 2% of the base salary up to 12G will be provided by the Company.

Severance package scheme

The CEO 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 29 September 2017 two senior executives. See note 6 for details about the renumeration.

18 Market risk

Sensitivity currency

The group is primarily exposed to changes in EUR/NOK exchange rates. The sensitivity of profit or loss to changes in the exchange rates arises mainly from NOK denominated HQ costs.

	Impact on post tax profits
(EUR)	2017	2016
EUR/NOK exchange rate –
increase 10%	146 387	13 904
EUR/NOK exchange rate –
decrease 10%	-178 918	-74 846

The group's exposure to other foreign exchange movements is not material.

Sensitivity Interest rate

The group has fixed all its interest except for the loan agreements regarding Photo-Volt One S.r.l and Jer-12 S.r.l. A 50bps increase/decrease in the interest rate would decrease/increase the net profit by about EUR 11 thousand.

19 Subsequent events

Shareholder loan:

To secure financing for a potential near term acquisition target, Aega has entered into a loan agreement where 19 shareholders have committed to lend a total of NOK 3.8 million to the Company, at an interest rate of eight percent per annum. Three primary insiders are participating in the shareholder loan, either in person or through their limited companies, including chairman Halldor Christen Tjoflaat (NOK 100,000), board members Nils Petter Skaset (NOK 350,000) and Kathrine Breistøl (NOK 250,000)

Aega will ask the annual general assembly (AGM) to decide if the shareholder loan, including interest rate of eight percent per annum, should be refinanced or converted to shares in Aega at a conversion rate of NOK 1 per share. If the AGM votes against converting the shareholder loan into shares in Aega, the loan will mature with immediate effect and trigger an additional interest rate compensation of ten percent to the lenders.

The shareholder loan is secured against the shares of Aega Yieldco AS, a wholly owned subsidiary of Aega ASA.

The loan has been arranged by the company and no commission will be paid to any external third party facilitator.

Extension of interim CEO contract:

In addition, Aega is pleased to announce that it has extended the contract with Interim CEO, Markus Enge.

Acquisition of new solar park:

Aega has on 15 February 2018 signed a contract to acquire all shares in Solar Park Luino S.r.l , which owns a 0,8 MW solar plant in Luino, Lombardy, Italy, from a group of Italian investors.

The acquisition is completed and settlement for the acquisition was made in cash. Aega's funding of the project has been through the loan mentioned above.

The 0,8 MW solar park in Luino is fixed ground mounted, has a second conto energia feed in tariff and is seven years into its 20-year concession period, and delivers an internal rate of return (IRR) in line with Aega's current assets and the group's overall investment target.

After the acquisition the Chairman of the group Mr. Halldor Tjoflaat has been appointed CEO and constitute the Board of Directors in Solar Park Luino S.r.l. There are no employees in the acquired company.

Parent company financials 2017

Statement of profit and loss

	1 Jaunuary through 31
		December
(NOK)	Note	2017	2016
Managment fees	3	1 892 195	780 849
Revenues		1 892 195	780 849
Sales, general and administration expenses	4,5,6	-10 752 317	-6 662 186
Acquisition, transaction and writedown costs	2	-21 079 762	-6 401 108
Operating profit		-31 832 079	-13 063 295
Finance income	9	110 678	256 350
Finance costs	9	-74 943	-907 030
Net foreign exchange gain/(losses)	9	-229 360	45 855
Profit before income tax		-30 133 509	-12 887 270
Income tax gain/(expense)	7	0	0
Profit/(loss) for the period		-30 133 509	-12 887 270
No. Of shares		43 882 141	35 890 957

Statement of financial positions

		31-Dec
(NOK)	Note	2017	2016
Shares in subsidiaries	2	69 091 564	87 091 564
Non-current assets		69 091 564	87 091 564
Receivables	8	4 371 900	2 208 089
Financial assets held for sale	12	0	1 022 500
Cash and short term deposits	10	384 684	415 205
Current assets		4 756 584	3 645 794
TOTAL ASSETS		73 848 148	90 737 358

EQUITY AND LIABILITIES

Share capital	11	43 882 141	35 890 957
Share premium	11	74 366 689	59 282 734
Paid in capital		118 248 830	95 173 691
Accumulated profit & loss		-57 184 266	-11 948 053
Other equity		-57 184 266	-11 948 053
Total equity		61 064 564	83 225 638
Trade payables and other payables	8	5 719 801	3 062 989
Intergroup loans	8	7 063 782	4 448 731
Total current liabilities		12 783 584	7 511 720
Total liabilities		12 783 584	7 511 720
TOTAL EQUITY AND LIABILITIES		73 848 148	90 737 358

30 April 2018

Halldor Chisten Tjoflaat Chairman

Kathrine Breistøl Board member

Kristine Malm Larneng Board member

Nils Petter Skaset Markus H. Enge Board member CEO

Statement of cash flow

(NOK)	Note	2017	2016
Ordinary profit before tax		$-30$ 133 509	$-12887270$
Changes in trade receivables and trade payable	8	493 001	$-2$ 191 547
Changes in other accruals		0	2 674 945
Cash flow from operations		$-29640508$	$-12403873$
Acquisition of subsidiary, net of cash acquired		-6 102 702	$-11577177$
Sale of financial investments		1022 500	1536813
Net payments for financial assets at fair value through profit or loss		0	$\circ$
Writedown subsidiaries		18 000 000	0
Cash flow from investments		12919798	$-100040364$
Proceeds from issue of share capital		14 075 139	24 056 466
Dividends or shareholder distributions	$12^{12}$	0	$-6545620$
Proceeds from new loans		2615051	4 4 4 8 7 3 1
Repayment of loans		$\Omega$	0
Cash flow from financing		16 690 190	21 959 577
Cash at beginning of period		415 205	899 864
Net currency translation effect		0	0
Net increase/(decrease) in cash and cash equivalents		$-30519$	$-484660$
Cash at end of period	10	384 686	415 204

Statement of changes in equity

NOK	Share capital	Share premium fund	Foreign Currency translation reserve	Other equity	Total equity
Equity IB 2017	35 890 957	59 282 734	0	$-11948053$	83 225 638
Share issue 3.1.2017	4991184	9083955			14 075 139
Share issue asset purchase	3 000 000	6 000 000		-15 102 703	-6 102 703
Profit (loss) After tax				-30 133 509	-30 133 509
Equity 31.12.2017	43 882 141	74 366 689	$\bf{0}$	-57 184 265	61064564

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

General information

Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Oscars gate 52, NO-0258 Oslo, Norway.

Aega ASA indirectly own and operates 7 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 2017, were approved by the Board of Directors and CEO on 30 April 2018, and will be presented for approval at the annual General Meeting on 30 May 2018.

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.

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.

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.

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.

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.

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 front-loaded 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.

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

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 2017 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
Name of entity	Place of business	2017	2016	2017	2016	Principal activities
Aega Yieldco AS	Norway	100	100	100		100 Holding company
Aega Energy Prima AS	Norway	100	100	100		100 Holding company
Aega Energy Seconda AS	Norway	100	100	100		100 Holding company
Aega Energy Terza AS	Norway	100	100	100		100 Holding company
Photo-Volt One S.r.l	Italy	100	100	100		100 Company owning solar park
DT S.r.l	Italy	100	100	100		100 Company owning solar park
Collesanto S.r.l	Italy	100	100	100		100 Company owning solar park
JER-12 S.r.l	Italy	100	100	100		100 Company owning solar park
Piano Mulino S.r.l	Italy	100	100	100		100 Company owning solar park
Casale S.r.l	Italy	100	0	100		0 Company owning solar park

ORGANISATIONAL CHART

´

The Company has written down the values of the shares in Aega Yieldco AS with NOK 18m based on the company yearly impairment test. Due to the reduced growth achieved over the last year.

Investments in Aega ASA	Bookvalue as of 31.12.2017
Shares in Piano Mulino S.r.l	11 577 177
Shares in Aega Yieldco AS	57 514 387
Total investment	69 091 564

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	2017	2016
Managment fees		1 892 195	780 849
Revenues		1 892 195	780 849

Geographical distribution

(NOK)	Note	2017	2016
Norway		120 635	120 635
Italy		1 771 560	660 215
Revenues		1 892 195	780 849

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.

31 January 2017, Aega ASA completed the asset purchase agreement with Solex AS (former Aega Solar). From this date Aega ASA took over the management team and terminated the previous management agreements. As consideration Solex AS received 3 000 000 shares in Aega ASA, 2 000 000 warrants and took over about EUR 680k of liabilites. The Board rational at the time was to provide higher efficiency and substantial long term cost savings, and that following the transaction.

As of 31.12.2017 Solex owned 2 162 615 shares of Aega ASA.

NOK	Management fee	Management fee
Solex* managment fee	386 835	2 860 666
Total	386 835	2 860 666

NOK	Balance 31	Balance 31
Solex*	-7 412	-336 248
Total	-7 412	-336 248

* Solex was previously known as Aega Solar

Note 5: Audit fee

(NOK)	Note	2017	2016
Statutory audit		630 000	313 000
Prospectus and cost relating to lising etc		0	79 000
Tax consultant services		242 000	5 950
Other assurance services		22 500	40 000
Auditor cost		894 500	437 950

The numbers are excluding VAT.

Note 6: Remuneration to management and Board of Directors

(all figures in EUR)

Until the purchase of assets from Solex AS at the end of January 2017 the group had no employees. All administrative, technical and commercial services necessary for the operation of the group was conducted by Solex through the Management Agreement as described in the Related party note.

Therefore, there are no comparison figures.

Payroll and related expenses	2017	2016
Salaries and vacation pay	235 696	0
Social security tax	36 382	0
Pension expense ("OTP")	18 376	0
Renumeration to the Board of Directors	58 717	81 217
Total payroll and related expenses:	349 171	81 217

In 2017 the group had roughly 2,5 average work years employed.

Pension scheme:

The Company has a defined contribution pension scheme that complies with the Norwegian occupational pension

legislation (called "OTP"). The pension contributions is set to 6 % for the Company in 2017 and reduced to 2% from April 2018. The National Insurance scheme basic amount for 2017 is NOK 93,634. The retirement age for all employees, including the management, is 70 years. The Group is obliged to have an occupational pension scheme pursuant to the Act on Occupational Pensions. The Group's pension plans meet the requirements of this Act.

The group does not any active share-based payment incentive schemes.

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) for 2016.

Total renumeration paid to management from the Group during the year ended 31 December is as follow:

	2017		2016
	Salary		Remueration Pension cost	Salary	Remueration Pension cost
Rolf M. Normann (CEO)*	107 187	1 598	6 431	0	0	0
Markus H. Enge (CFO & CEO)**	55 022	1 401	3 301	0	0	0

*From 1 February 2017 until 29 September 2017, Rolf M. Normann was employed as the CEO of Aega ASA.

**From 1 February 2017, Markus H. Enge was employed as CFO of Aega ASA, and he has been acting CEO since 29 September 2017.

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. From the Annual General Meeting held 19 May 2017 to the Annual General Meeting held in 2018 the remuneration to the Board members are EUR 250,000 for the Chairman of the Board and NOK 150,000 to each board member.

Remuneration to the Board of Directors:

All numbers in NOK:

			Board renumeration
Name	Position	Periode served to/from	2017	2016
Halldor Chisten Tjoflaat	Chairman	From 28 December 2018	2 055
Kathrine Breistøl	Member	From 28 December 2018	1 233
Kristine Malm Larneng	Member	From 28 December 2018	1 233
Nils Petter Skaset	Member	From 28 December 2018	1 233
		Served from 18 January 2016 to 29 September
Knut Øversjøen	Chairman/Member	2017 as chairman. From 29 September 2017 to	222 603	237 329
		28 December 2017 as member.
		Served from 18 December 2015. Served until
Geir Upsaker	Member	18 January 2016 and again from 29 November	75 616	4 247
		2016 to 19 May 2017
		Served from 18 December 2015. Served until
Grete Sønsteby Member		29 November 2016		144 110
		Served from 18 January 2016. Until 29
Göran Mikael Schoultz	Member	November 2016		189 863
		Served from 22 February 2016 until 27 January
		2017. Remuneration does not include fee
Solveig Fagerheim Bugge*	Member	invoiced by Advokatfirmaet Thommessen AS	14 795	170 685
		for legal services
Anne Syrrist	Member	From 27 January 2017 to 29 September 2017	116 028
		Served from 18 December 2015
Ketil Reed Aasgaard	Chairman	Served until 18 January 2016		8 494
		Served from 29 September 2017 to 28
Ingrid Elvira Leisner Member		December 2017	36 986
		Served from 19 May 2017 to 29 September
Lars-Gøran Dysterud Hansen Member		2017	54 658
		Served from 29 September 2017 to 28
Rolf M. Normann**	Chairman	December 2017	61 644

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

Shares held by the board of directors and management as of 31.12.2017

Vesoldo AS (Kathrine Breistøl, Board Member)	210 017
E3 Consulting AS (Markus Enge, CEO & CFO)	81 928
Klunken Blessenborg Invest AS (Markus Enge, CEO & CFO)	160 000

Note 7: Tax

(NOK)	2017	2016
Profit before income tax	-30 133 509	-12 887 270
Tax at current tax rate	-7 232 042	-3 221 817
Non deductible expenses	4772666	787 591
Adjustment tax rate	971 221	631 228
Deferred tax asset not recognized	1488 155	1802998
Sum	0	o

Deferred tax asset	2017	2016
Loss carried forward	16 419 988	14 931 833
Net deferred tax asset	16 419 988	14 931 833
Deferred tax asset not recognized	16 419 988	14 931 833

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)	2017	2016
Trade receivable	152 313	811008
VAT receivable	0	1 397 081
Other receivable	215 706	O
Total receivables	368 019	2 208 089

	31-Dec
(NOK)	2017	2016
Trade payables	1865 279	1907955
Tax, sosial contribution VAT etc.	290 178	92 162
Intergroup loans	7063782	4 4 4 8 7 3 1
Other current liabilities	3 2 2 4 4 8 6	762872
Total liabilities	12 443 725	7 211 720

Note 9: Financial income and expenses

	2017	2016
Interest income	93 905	17358
Profit realized financial intruments	0	211 480
Received dividends	0	0
Fair value adjustments	0	27513
Financial income	93 905	256 350

	2017	2016
Interest cost	73 760	$-39815$
Fair value adjustments	0	$-866777$
Other financial expenses	1 1 8 2	$-438$
Financial income	74 943	-907 030
Net foreign exchange gain/(losses)	$-229360$	45855

Note 10: Cash and cash equivalents

NOK	2017	2016
Cash	259 425	345 759
Restricted cash	125 259	69 446
Total cash	384 684	415 205

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
Total as of 31 December 2017	43 882 141	43 882 141	74 366 689 118 248 830

20 Largest shareholders:

Shareholders	Shares	Percentage
BEARHILL INC AS	3 359 034	7,7%
SOLEX AS*	2 162 615	4,9%
HARALDSEN THORVALD MORRIS	1 627 119	3,7%
SÆTREMYR TORE	1 277 694	2,9%
LJM AS	1 134 890	2,6%
MOGER INVEST AS	1 134 890	2,6%
AFT DEVELOPMENT AS	1 060 447	2,4%
MORO AS	933 667	2,1%
JAN STEINAR NEREM	919 724	2,1%
OLAV VESAAS	877 141	2,0%
PENTHOUSE MIRADORES AS	761 884	1,7%
TORSTEIN SØRLAND	668 890	1,5%
FIN STRØM-RASMUSSEN	666 667	1,5%
JAN P HARTO AS	599 524	1,4%
RACCOLTA AS	595 840	1,4%
CLEAR THOUGHT AS	551 833	1,3%
BETONGCONSULT EIENDOM AS	551 277	1,3%
NYGÅRD ROALD ARNOLD	539 319	1,2%
VIA GLORIA AS	500 000	1,1%
FIN SERCK-HANSSEN	459 917	1,0%
Total 20 largest shareholders	20 382 372	46,4 %
Aega ASA outstanding shares	43 882 141	100,0 %

Note 12: Subsequent events

Shareholder loan:

To secure financing for a potential near term acquisition target, Aega has entered into a loan agreement where 19 shareholders have committed to lend a total of NOK 3.8 million to the Company, at an interest rate of eight percent per annum. Three primary insiders are participating in the shareholder loan, either in person or through their limited companies, including chairman Halldor Christen Tjoflaat (NOK 100,000), board members Nils Petter Skaset (NOK 350,000) and Kathrine Breistøl (NOK 250,000)

Aega will ask the annual general assembly (AGM) to decide if the shareholder loan, including interest rate of eight percent per annum, should be refinanced or converted to shares in Aega at a conversion rate of NOK 1 per share. If the AGM votes against converting the shareholder loan into shares in Aega, the loan will mature with immediate effect and trigger an additional interest rate compensation of ten percent to the lenders.

The shareholder loan is secured against the shares of Aega Yieldco AS, a wholly owned subsidiary of Aega ASA.

The loan has been arranged by the company and no commission will be paid to any external third party facilitator.

Extension of interim CEO contract:

In addition, Aega is pleased to announce that it has extended the contract with Interim CEO, Markus Enge.

Acquisition of new solar park:

Aega has on 15 February 2018 signed a contract to acquire all shares in Solar Park Luino S.r.l , which owns a 0,8 MW solar plant in Luino, Lombardy, Italy, from a group of Italian investors.

The acquisition is completed and settlement for the acquisition was made in cash. Aega's funding of the project has been through the loan mentioned above.

The 0,8 MW solar park in Luino is fixed ground mounted, has a second conto energia feed in tariff and is seven years into its 20-year concession period, and delivers an internal rate of return (IRR) in line with Aega's current assets and the group's overall investment target.

After the acquisition the Chairman of the group Mr. Halldor Tjoflaat has been appointed CEO and constitute the Board of Directors in Solar Park Luino S.r.l. There are no employees in the acquired company.

Investors contacts:

Markus H. Enge Chief Excecutive Oficer

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

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