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Nordic Financials ASA — Annual Report 2021
Apr 29, 2022
3521_10-k_2022-04-29_496f5afc-b25d-49c7-aa48-d85a3f2f1db4.xhtml
Annual Report
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Aega ASA ANNUAL REPORT 2021
Aega ASA Annual Report 2021
Contents
About Aega ... 3
Letter from the CEO ... 4
Board of Directors report ... 6
About Aega ... 6
Activities ... 6
Operations ... 7
Financial Summary ... 7
Events after year-end ... 7
Outlook ... 8
Key risk factors ... 8
Responsibility statement ... 11
Corporate governance in Aega ASA ... 12
Financial statements ... 17
Consolidated statement of profit and loss and other comprehensive income ........................................................... 18
Consolidated statement of financial positions ................................................................................................................... 19
Consolidated statement of cash flow .................................................................................................................................... 21
Consolidated statement of change in equity....................................................................................................................... 22
Notes ... 23
Parent company statement of profit and loss and other comprehensive income ..................................................... 48
Parent company statement of financial position ............................................................................................................... 49
Parent company statement of cash flow .............................................................................................................................. 51
Parent company statement of change in equity ................................................................................................................. 52
Notes ... 53
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021
About Aega
Aega ASA is an investment company listed on Euronext Expand - Oslo Stock Exchange. Aega’s main focus is investments in solar power and renewable energy through industrial and financial investments. Our industrial investments are mainly smaller existing power plants located in Italy. Additionally, we are expanding our renewable energy footprint through a financial investments portfolio. The company’s head offices are in Oslo (NO) and Trento (IT).
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021
Letter from the CEO
Dear shareholders,
As you are aware Aega is an investment company with industrial and financial holdings within the solar energy sector. We have never doubted the relevance of solar power as a source of energy. Nevertheless, the market has seen a quit dramatic change in attention through 2021. Europe has sped up the transformation of the energy mix, with governments throughout the continent becoming more resolute in their mean to substitute the brownest sources of energy (especially coal) with cleaner sources and renewable energy. This process has through 2021 contributed to more volatility and higher electricity prices than seen in a while. On top of this the war in Ukraine has led to an imminent need to look for sources to substitute Russian gas on the European continent.
As most suppliers of solar energy, Aega being one of them, sell the energy on prices that are fixed year by year the implication doesn’t necessarily impact the 2021 numbers much. However, contracts for 2022 in general have mark- ups compared to 2021. What we do see, and this confirms our view, is the efforts put down and the need for further energy transition is considerable. We are therefore confident that Solar power is and will be, a strong megatrend over the foreseeable future in the markets that we operate.
Through 2021 we have used considerably amount of time and effort to grow Aega’s industrial portfolio in Italy, contributed to further develop our financial holdings and improve our own business with the aim of becoming better, smarter, more cost efficient and faster in all aspects of our business. Compared to the previous year we purchased more capacity and increased energy production considerably. As a result of this revenues increased with approximately 175 percent to Euro 1,840,784 compared to Euro 667,030 in 2020. The positive effect is even stronger on our key metric EBITDA, that came in at Euro 389,000 versus minus 137,000 in 2020. An increase of 283 percent.
We aim to continue to grow and our next milestone is to have a 10 MWp portfolio when we reach the end of 2022. This will, when reached, represent a doubling of the number of assets under management and approximately also our production capacity compared to end of 2021. When I write this letter, we have already 2 new solar parks representing an extra 1.4MWp in the portfolio. In addition, we have signed binding offers for 2 more megawatts and given the finalized closing of these offers we are well on our way to reach the 10 MWp milestone. The portfolio already provides us with a significantly more robust platform for future earnings and will enable us to capitalise on economies of scale. Being yield-compression, increased production, decreasing marginal cost or, more likely, all these factors.
In 2021 our largest financial holding, Norsk Solar AS, was listed on Euronext Growth. Aega today holds 5.4 % of the shares in this company and we are represented on the board. Norsk Solar has come a long way further since then and in our opinion, this is an investment that has considerably potential for growth. Some of you would argue that this is not reflected in the share price development since their listing. I agree on the part regarding the share price, and at the same time remind you that we look at this from a financial and industrial perspective, with medium to long term value creation in mind. In my opinion Norsk Solar is, just as Aega, in better shape than ever. They have accomplished a lot over the last 12 months and from my point of view it is reason to be optimistic for the future on behalf of
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021
Norsk Solar, and therefore for Aega as an investor.
The board of directors and I share the objective of being a transparent and shareholder friendly company. As previously mentioned, this also goes for any changes in capital structure or financing of Aega or its subsidiaries. Through 2022 our focus remains, to continue to build a portfolio of attractive assets, to strengthen our position as a niche player in the European solar market and not at least offer an investment opportunity for those who are looking for exposure to a high growth market with reasonable risk in an industry that will continue to provide clean, renewable, and accessible energy to businesses and households.
Going forward we will look for further renewable investment opportunities. Our short-term focus is our two home markets, Italy and Norway, in addition we keep an eye open for possible interesting investments within the European Economic Community. We have an attractive deal flow and will remain pragmatic in our investment approach and only choose opportunities that we believe are a good fit for Aega and our shareholders.
Best regards,
Nils Petter Skaset
CEO
Aega ASA Annual Report 2021
Board of Directors report
About Aega
Aega ASA (“Aega” or the "Company") is an investment company listed on Euronext Expand. Aega ASA and its subsidiaries are referred to as the Group.
Activities
The Group is focused on solar power and renewable energy through industrial and financial investments. The industrial investments are mainly smaller existing power plants located in Italy. The financial investments are targeted towards renewable energy companies.
Operations
The Group's operations primarily consist of owning and managing solar power plants in Italy and managing a portfolio of financial investments in the renewable energy sector.
Financial Summary
| Metric | 2021 | 2020 | Change (%) |
|---|---|---|---|
| Revenue | €1,840,784 | €667,030 | 175% |
| EBITDA | €389,000 | -€137,000 | 283% |
Events after year-end
Subsequent to the year-end, the Company has acquired two new solar parks representing an additional 1.4MWp. Furthermore, binding offers have been signed for an additional 2MWp, which are expected to close.
Outlook
The Group aims to reach a 10 MWp portfolio by the end of 2022, which would represent a doubling of assets under management and production capacity compared to the end of 2021. The focus will remain on building a portfolio of attractive assets, strengthening the position as a niche player in the European solar market, and offering an investment opportunity in a high-growth market. Short-term focus is on Italy and Norway, with continued evaluation of opportunities within the European Economic Community.
Key risk factors
The key risk factors for Aega ASA include, but are not limited to:
- Market Risk: Fluctuations in electricity prices, changes in regulatory frameworks, and competition within the renewable energy sector.
- Operational Risk: Risks associated with the operation and maintenance of solar power plants, including technical failures, weather-related events, and counterparty risk related to energy offtake agreements.
- Financial Risk: Interest rate fluctuations, currency exchange rate volatility, credit risk of financial investments, and the ability to secure financing for future projects.
- Regulatory and Political Risk: Changes in government policies, subsidies, and environmental regulations affecting the renewable energy sector in the operating countries.
- Geopolitical Risk: The current geopolitical climate, including the war in Ukraine, can impact energy markets and supply chains.
- Project Development Risk: Risks associated with the development and construction of new solar power projects, including permitting, land acquisition, and construction delays.
- Liquidity Risk: The ability to meet short-term obligations and the availability of funding for operational and investment activities.
- Counterparty Risk: The risk that parties to contracts (e.g., off-takers, suppliers, financial institutions) may default on their obligations.
- Investment Risk: The risk that financial investments may not perform as expected, leading to potential losses.
- Technological Risk: The risk of technological obsolescence or the emergence of new, more efficient technologies that could impact the competitiveness of existing assets.
Responsibility statement
The Board of Directors and the CEO confirm that, to the best of their knowledge, the annual report for the period January 1, 2021, to December 31, 2021, has been prepared in accordance with applicable laws and regulations, and provides a true and fair view of the Group's and the Parent Company's financial position, results of operations, and cash flows.
Corporate governance in Aega ASA
Aega ASA is committed to high standards of corporate governance. The Company adheres to the Norwegian Corporate Governance Board's recommendations and the relevant regulations of Euronext Expand. Key aspects of Aega ASA's corporate governance framework include:
- Board of Directors: The Board is responsible for the overall management of the Company, including strategy, risk management, and financial reporting. The Board comprises independent directors with diverse expertise relevant to the Company's business.
- Executive Management: The CEO is responsible for the day-to-day management of the Company.
- Shareholder Rights: The Company respects the rights of its shareholders and aims to ensure that all shareholders are treated equally. General meetings are the highest authority of the Company.
- Internal Control: The Company maintains a system of internal control to safeguard assets, ensure the accuracy of financial reporting, and promote operational efficiency.
- Ethics and Compliance: Aega ASA is committed to conducting its business with integrity and in compliance with all applicable laws and regulations.
- Transparency: The Company strives for transparency in its communications with shareholders and the market.
Financial statements ... 17
Consolidated statement of profit and loss and other comprehensive income ........................................................... 18
Consolidated statement of financial positions ................................................................................................................... 19
Consolidated statement of cash flow .................................................................................................................................... 21
Consolidated statement of change in equity....................................................................................................................... 22
Notes ... 23
Parent company statement of profit and loss and other comprehensive income ..................................................... 48
Parent company statement of financial position ............................................................................................................... 49
Parent company statement of cash flow .............................................................................................................................. 51
Parent company statement of change in equity ................................................................................................................. 52
Notes ... 53# Aega ASA Annual Report 2021
ABOUT AEGA
Aega’s current portfolio consists of industrial and financial investments within renewable energy in general and solar power especially. As of 28 April 2022, the Company owns seven solar parks located in Italy, with a combined production capacity of approximately 9.3 GWh per year. Aega’s industrial focus is smaller operating solar parks (below 5MWp), meeting the Company’s strict investment criteria. Management has identified numerous potential investments that meet the Company’s investment criteria and look opportunistic on further acquisitions. The headquarters are in Oslo (NO) and Trento (IT).
Activities
Purchase of solar parks
On 18 February 2021, Aega purchased Rio Verde s.r.l. and S.T.A. s.r.l. These are two 1 MWp solar parks on Sardinia. Both of the solar parks are elevated ground mounted power plants, benefitting from Conto Energia 4. Feed-in tariff end is 14 years from cut-off date for Rio Verde S.r.l., and 13 years from cut-off date for S.T.A. S.r.l., out of their respective 20-year concession period.
On 9 March 2021, Aega purchased EnergyLife s.r.l. This is a 1 MWp solar park located in Emilia Romagna, Italy. The solar park is a ground mounted power plant benefitting from conto energia 3. The end of feed-in tariff is 10 years from cut-off date, out of their respective 20-year concession period.
During Q4 2021 Aega signed two contracts to acquire two additional solar parks in the Marche region, Italy. Both parks are 1MWp parks. These transactions were executed and completed 11. February 2022.
Rights issue – growth plan
28 October 2021 Aega successfully completed a rights issue with warrants of 18 million new shares in the company. The rights issue was considerably oversubscribed by investors and net proceeds of NOK 27 million was raised. The proceeds will be used to purchased additional solar parks in Italy. The rights issues were the first step in Aega’s plan to grow the portfolio of industrial holdings to at least 10MW. The plan will probably be conducted through a three-step plan, where this rights issue was the first.
Workshop for students
The last weekend in June 2021 Aega hosted a “summer solar workshop” at our solar park in Cori, Latina. We addressed 10 award winning students from the Universita degli Studi della Basilicata with intention of sharing knowledge and give insights about the solar industry to students on the brink of their professional career. We were assisted by several of our Italian partners and the weekend was a success with great feedback from students and nice press coverage of Aega in Italy.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021
Operations
Through 2021 the power production was as expected and in line with business plan. We did an upgrade at EnergyLife after our takeover, and we also had one incident at that park that resulted in some downtime. Most of this was covered by insurance. Other than that, operations have worked as planned. Aega has a standard setup that it implements at each new plant. This includes the operations and maintenance, monitoring, security etc. Aega’s aim is to maximize the cash flow from the solar parks looking at the kWh production versus cost.
Financial Summary
In 2021, Aega’s revenue was EUR 1 840,784 compared to EUR 667,030 for 2020. The increase is mainly driven by the acquisition of three addition solar plants during 2021. Operating profit for 2021 was minus EUR 509,987 compared to minus EUR 562,855 for 2020. At the end of 2021, the company had non-current debt of EUR 7,893,853 compared to 3,103,826 at the end of 2020. Cash and cash equivalents were EUR 4,300,351 at the end of 2021, compared to EUR 3,086,962 one year prior. The company’s liquidity is deemed sufficient. Total equity was EUR 10,263,994 at year-end 2021, compared to EUR 7,656,584 one year earlier.
Events after year-end
During Q1 2022, Aega finalized two acquisitions for Italian solar parks. Both parks in Marche region. These two parks have a combined production of 1.4MW. These acquisitions bring the total Aega portfolio to 6.4MW. Towards the end of Q1, Aega also signed a binding offer to purchase two more Italian solar parks. Both 1MWp parks. If conducted it is expected that this transaction can be closed towards the end of Q2. In March 2022 the first round of warrants related to the rights issue from Q4 2021 expired out of the money, and not giving any proceeds to Aega.
War in Ukraine
So far, the Ukrainian war has not affected Aega operations. However, we see an even bigger interest for solar power as the governments in Europe have started to plan for urgent measures to become less dependence of Russian gas. In this respect and on a medium-term time period solar will play a role, especially as solar power can be built, implemented and operative faster than most alternatives.
Corona virus
The Covid-19 pandemic has affected the entire world through 2021. Aega’s business and operations have not been affected significantly. Power production from Aega’s parks continue as normal and is unaffected by the ongoing coronavirus situation. Nevertheless, M&A activities in Italy have seen some new challenges, mainly related to practical issues such as limited possibilities to travel or meet in person. This goes for all counterparties and partners. However, Aega continues to pursue investment opportunities in this market with full force.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021
Outlook
Given the current market situation the management and board of directors look positive and opportunistic on new investments. This goes for both Aega’s industrial and financial arm. The Company has good access to deal flow and are in negotiations with several possible sellers of solar power plants in Italy. The Company is in parallel evaluating other financial investment opportunities that could fit with Aega’s investment profile to secure value- creation for its shareholders. It is the management’s firm belief that Aega’s position as an agile investment company will provide the opportunity to create shareholder value over the next years.
Key risk factors
The Group is dependent on government subsidies
For the Italian solar power plants investments, Aega depends substantially (80-90% of revenue) on government incentives (feed-in-tariff). 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.
Currency risk
The Company is located in Norway and 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. In addition, at year end the main reserves of the Company was kept in EUR.
Interest rate risk
Aega prefers to fund any acquisition of solar power plants with debt and equity. The Company will consider fixing its interest rate exposure. 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 seeks to have a high portion of its capital employed in the business, therefore taking liquidity risk. This risk is considered low.
Employees, anti-discrimination and environment
The Company had two employees as of 31 December 2020, both men. The Company seeks to employ the best qualified person regardless of race, gender, or sexual persuasion. The Board of Directors consists of one woman and two men. The company’s activities have in 2021 been industrial investments in solar power plants and financial investments within the same sector. The company aims to have a negative carbon footprint.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021
Corporate social responsibility
Aega observes the UN Global Compact's 10 principles in the areas of human rights, labour rights, the environment and anti-corruption, and it 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 Company. 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 Company.
Work environment
The Company 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 Company’s main operation in the reporting period 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 Company takes a zero-tolerance approach to modern slavery, bribery and corruption and is committed to acting professionally and with integrity in all our relationship and business dealings. The Company has not implemented specific guidelines for social responsibility.
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 2022 and the company’s long-term strategic predictions for the years to come.
Insurance coverage
Board liability insurance has been established for the board members and the general manager for their possible liability to the company and third parties. The total insurance coverage is up to NOK 50 million (group agreement).
Allocation of profit and loss
The net loss for 2021 was EUR 296,393, total comprehensive income was EUR 65,917 and the Board proposes that the annual general meeting resolves that profit is allocated to Other Reserves. Following this allocation, the company will have an equity of EUR 10,263,994.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021 10
Oslo, 28 April 2022
Halldor Christen Tjoflaat Chairman (electronically signed)
Jan Peter Harto Board member (electronically signed)
Kristine Malm Larneng Board member (electronically signed)
Nils Petter Skaset CEO (electronically signed)
Aega ASA Annual Report 2021 11
Responsibility statement
The Board confirms, to the best of their knowledge, that the financial statements for the Company for 2021 have been prepared in accordance with the with IFRSs and IFRICs as adopted by the EU and additional disclosure requirements in the Norwegian Accounting Act, and that should be used as of 31 December 2021. The information presented in the financial statements for 2021 gives a true and fair view of the Company’s assets, liabilities, financial position and results for the period viewed in their entirety, and that the Board of Directors’ report gives a true and fair view of the development, performance and financial position of the company, and includes a description of the material risks that the Board of Directors, at the time of this report, deem might have a significant impact on the financial performance of the Group.
Oslo, 28 April 2022
Halldor Christen Tjoflaat Chairman (electronically signed)
Jan Peter Harto Board member (electronically signed)
Kristine Malm Larneng Board member (electronically signed)
Nils Petter Skaset CEO (electronically signed)
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 12
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
Aega is an investment company listed on Euronext Expand in Oslo. The Company has two main business areas. One that focuses on acquisitions of smaller existing solar parks (below 5MWp capacity) in Italy. This is defined as Aega’s industrial investments. The other area is financial investments within renewable energy in general, and solar power especially. 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
Total equity as of end 2021 was EUR 10,263,994, and the number of outstanding shares was 66,375,949, all with equal rights and listed on Euronext Expand.
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. See note 6 for related party transactions. All related party transactions during the year have been approved by the board and are in accordance with arm length principles.
Own share transactions
Aega ASA holds no own shares.
Aega ASA Annual Report 2021 13
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 Euronext Expand. All 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 endeavours 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 2020 were held in accordance with the Norwegian Public Companies Act. The general meeting is normally held before 1 June. Notice of the meeting is published in a stock exchange announcement 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 no later than 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 announcements and posted to the company’s website.
Nomination committee
The nomination committee submits justified recommendations to the general meeting on the election of directors and nominates candidates for the election of board members and chair. Furthermore, the committee will submit proposals for the remuneration of directors and recommend members to the nomination committee. Establishment of the committee is stipulated in the articles of association, and its work is regulated by instructions adopted by the general meeting. Nomination committee members are independent of the board and the company’s executive management. Members of the committee receive a fixed remuneration, which is not dependent on results. The general meeting decides on all recommendations made by the committee.
Corporate assembly and board of directors: composition and independence
Aega ASA does not have a corporate assembly. The board is organized in accordance with the Public Companies Act, with one woman and two men, all elected by the shareholders. 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.
Aega ASA Annual Report 2021 14
For list of shares held by management and board of directors see note 5. The board members and chair are elected by the general meeting and are elected for two-year 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.# Governance, Risk Management and Internal Control
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 board of directors are the remuneration committee for the CEO. The board has evaluated the need for an audit committee, and for the time being decided that the Board shall function collectively as the audit committee.
Instructions for the board’s work
The company has instructions for the board's work. 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 CEO is responsible for operational management of the Company and reports regularly to the board. The mandate and responsibilities of the chief executive officer is regulated in the management agreement. The board oversees the fulfilment of the agreement.
Financial accounting
The accounting is outsourced to an external accounting firm. The board receives financial reporting for 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 form 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.
Aega ASA Annual Report 2021 15
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 financial and operational reporting from management regularly 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 profit-related or in any other way linked to the Company's performance. Aega ASA has not issued any options to its directors.
Remuneration of executive management
The Note 17 statement on the remuneration for senior executives highlights the remuneration policies adopted by the company.
Information and communication
Aega ASA keeps shareholders and investors regularly informed about its commercial and financial status. The board is concerned to ensure that actors 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. 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.
Aega ASA Annual Report 2021 16
Takeovers
Aega ASA’s articles of association contain no restrictions on or defence 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 shareholder
Oslo, 28 April 2022
Halldor Christen Tjoflaat Chairman (electronically signed)
Jan Peter Harto Board member (electronically signed)
Kristine Malm Larneng Board member (electronically signed)
Nils Petter Skaset CEO (electronically signed)
Aega ASA Annual Report 2021 17
Financial statements
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 18
Consolidated statement of profit and loss and other comprehensive income (EUR)
| Note | 2021 | 2020 | |
|---|---|---|---|
| Feed-In Tariff revenue | 2 | 1 352 686 | 549 283 |
| Sales of electricity | 2 | 488 098 | 117 747 |
| Revenues | 1 | 1 840 784 | 667 030 |
| Personnel expenses | 3,5 | -435 070 | -210 333 |
| Other operating expenses | 4,5 | -1 016 393 | -593 763 |
| Depreciation and amortization | 13,15 | -899 309 | -425 789 |
| Operating expenses | -2 350 771 | -1 229 886 | |
| Operating profit | -509 988 | -562 856 | |
| Finance income | 8 | 769 809 | 40 818 |
| Finance costs | 8 | -247 202 | -66 413 |
| Net foreign exchange gain/(losses) | 8 | -233 681 | 458 276 |
| Profit before income tax | -221 062 | -130 174 | |
| Income tax | 7 | -75 331 | -56 428 |
| Profit for the period | -296 393 | -186 602 | |
| Earnings per share continuing operations | 9 | -0.01 | 0.00 |
| Basic and diluted earnings per share | 9 | -0.01 | 0.00 |
| Avg. no of shares | 10 | 57 375 949 | 48 050 833 |
| Other comprehensive income | |||
| Items that may be reclassified to profit and loss | |||
| Translation differences | 1.5.1.3 | 362 310 | -249 377 |
| Total comprehensive income | 65 917 | -435 980 | |
| Profit for the period attributable to: | |||
| Equity holders of the parent company | 65 917 | -435 980 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 19
Consolidated statement of financial positions (EUR)
| Note | 31.12.2021 | 31.12.2020 | |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 12,13 | 6 367 486 | 4 642 154 |
| Right-to-use assets | 12,15 | 3 698 258 | 539 106 |
| Financial investments | 16 | 2 894 992 | 1 910 154 |
| Other long term assets | 14 | 0 | 331 235 |
| Non-current assets | 12 | 12 960 736 | 7 422 650 |
| Receivables | 14 | 1 095 273 | 693 187 |
| Other current assets | 14 | 1 144 024 | 136 170 |
| Cash and short-term deposits | 14 | 4 300 351 | 3 086 962 |
| Current assets | 6 539 648 | 3 916 319 | |
| TOTAL ASSETS | 19 500 384 | 11 338 969 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 10 | 6 996 859 | 5 162 293 |
| Share premium | 10 | 7 763 174 | 7 056 247 |
| Paid in capital | 14 | 760 033 | 12 218 540 |
| Miscellaneous other equity | -4 597 778 | -4 301 385 | |
| Foreign Currency translation reserve | 101 739 | -260 571 | |
| Other equity | -4 496 039 | -4 561 956 | |
| Total equity | 10 263 994 | 7 656 584 | |
| Long term loans | 14 | 4 337 490 | 2 624 709 |
| Leasing | 14,15 | 3 556 364 | 479 117 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021
20
Oslo, 28 April 2022
Halldor Christen Tjoflaat
Chairman (electronically signed)
Jan Peter Harto
Board member (electronically signed)
Kristine Malm Larneng
Board member (electronically signed)
Nils Petter Skaset
CEO (electronically signed)
Aega ASA Annual Report 2021
21
Consolidated statement of cash flow (EUR)
| Note | 2021 | 2020 |
|---|---|---|
| Profit before tax | -221 062 | -130 174 |
| Paid income taxes | -61 453 | 0 |
| Depreciation | 899 309 | 425 789 |
| Changes in trade receivables and trade payable | 35 594 | -87 211 |
| Changes in other accruals | 29 889 | -77 140 |
| Fair value adjustment financial assets | -704 054 | 0 |
| Cash flow from operations | -21 778 | 131 264 |
| Acquisition net of cash acquired | -344 131 | -1 573 768 |
| Financial investments | -176 301 | -1 910 154 |
| Cash flow from investments | -520 433 | -3 483 922 |
| Dividends or shareholder distributions | 0 | -181 222 |
| Proceeds from issue of shares | 2 460 133 | 0 |
| Sale of treasury shares | 81 361 | 0 |
| Lease payments | -345 966 | -38 300 |
| Repayment of loans | -439 928 | -395 498 |
| Cash flow from financing | 1 755 600 | -615 020 |
| Cash at beginning of period | 3 086 962 | 7 304 018 |
| Net currency translation effect | 0 | -249 377 |
| Net increase/(decrease) in cash and cash equivalents | 1 213 389 | -3 967 678 |
| Cash at end of period | 4 300 351 | 3 086 962 |
Consolidated statement of change in equity (EUR)
| Share capital | Share premium fund | Other equity | Currency translation reserve | Total equity | |
|---|---|---|---|---|---|
| Equity 31.12.2020 | 5 162 293 | 7 056 247 | -4 301 385 | -260 571 | 7 656 584 |
| Profit (loss) after tax | 0 | 0 | -296 393 | 0 | -296 393 |
| Sale of own shares | 32 548 | 48 813 | 0 | 0 | 81 361 |
| Share rights issue | 1 802 018 | 658 115 | 0 | 0 | 2 460 133 |
| Other comprehensive income | 0 | 0 | 0 | 362 310 | 362 310 |
| Equity 31.12.2021 | 6 996 859 | 7 763 174 | -4 597 778 | 101 739 | 10 263 994 |
| Share capital | Share premium fund | Other equity | Currency translation reserve | Total equity | |
|---|---|---|---|---|---|
| Equity 31.12.2019 | 5 162 293 | 7 237 469 | -4 114 783 | -11 193 | 8 273 785 |
| Profit (loss) after tax | 0 | 0 | -186 602 | 0 | -186 602 |
| Other comprehensive income | 0 | 0 | 0 | -249 377 | -249 377 |
| Capital repayment | 0 | -181 222 | 0 | 0 | -181 222 |
| Equity 31.12.2020 | 5 162 293 | 7 056 247 | -4 301 385 | -260 571 | 7 656 584 |
Notes
General information
Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Thunes Vei 2, NO-0274 Oslo, Norway. The parent company was listed on Euronext Expand in 2011. The consolidated financial statements for Aega ASA, including disclosure requirements for the accounting period ended 31 December 2020, were approved by the Board of Directors and CEO on 28 April 2022.
Note 1: Basis for preparation
The consolidated financial statements for the financial year 2021 have been prepared in accordance International Financing Reporting Standards (IFRS) as adopted by the European Union and interpretations issued by the International Accounting Standards Board (IASB) that are relevant to the Group. In compliance with the Norwegian Accounting Act, additional disclosure requirements are included in the notes to the financial statements. The financial statements have been prepared on a historical cost basis, except for financial assets measured at fair value. All amounts are presented Euro if not otherwise stated.
1.1. Going concern
The annual accounts have been prepared based on the going concern assumption. This is based on the group’s plans, budgets and level of activity going forward.
1.2. Segment reporting
For management purposes, the group is organised into one segment, the Italian solar power business. Since the company only has one segment it does not publish separate segment reporting.
1.3. Approved IFRSs and IFRICs with effect for the group
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 January 2021. None of these have significant effect on the consolidated statements of the Group.
1.4. 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 recognized 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 notes.
1.5. Significant accounting principles
The accounting principles have been consistently applied in all periods for all the group companies. Where required, the subsidiaries’ financial statements have been adjusted to ensure consistent accounting principles within the Group.
1.5.1. Foreign currency
1.5.1.1. 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).
1.5.1.2. 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 profit and loss. 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 9,99 and 10,47 for 31 December 2021 and 2020 respectively. The group consolidates all subsidiaries at the Aega ASA level.
1.5.1.3. 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.
1.5.2 Fixed assets
The group’s property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Acquisition of solar parks SPVs are considered as acquisition of fixed assets.
1.5.3 Leasing
The group leases office space and land related to solar power plants. Office leases are typically made for fixed periods. Land lease agreements will normally have a duration equal to the Feed-in-tariff period of the associated plant. Contracts may contain both lease and non-lease components. The group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of lease payments over the leasing period. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.# Note 2: Revenue recognition
The group derives the following types of revenue: 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, considering contractually defined terms of payment and excluding taxes or duty.
| (EUR) | 2021 | 2020 |
|---|---|---|
| Feed-In Tariff revenue | 1 352 686 | 549 283 |
| Sales of electricity | 488 098 | 117 747 |
| Revenues | 1 840 784 | 667 030 |
From solar power plant operations, 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. The payment is settled once a year based on production the previous year. 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. Revenue from the sale of electricity is recognised once delivery has taken place and the risk and rewards of ownership have been transferred.
Note 3: Personnel expenses
| Payroll and related expenses | 2021 | 2020 |
|---|---|---|
| Salaries and vacation pay | 314 105 | 109 158 |
| Social security tax | 36 144 | 35 625 |
| Pension expense | 26 215 | 6 006 |
| Remuneration to the Board of Directors and nomination committee | 58 606 | 59 544 |
| Total payroll and related expenses: | 435 070 | 210 333 |
In 2021 the group had two average work years employed compared to one in 2020. The Company has a defined contribution pension scheme that complies with the Norwegian occupational pension legislation (called “OTP”). The pension contributions were 2 % for the Company in 2021. 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.
Note 4: Remuneration to auditors
| (EUR) | 2021 | 2020 |
|---|---|---|
| Statutory audit | 82 490 | 35 585 |
| Other assurance services | 3 500 | 2 500 |
| Total remuneration to auditors | 85 990 | 38 085 |
The Group is audited by PricewaterhouseCoopers.
Note 5: Remuneration to management and Board of Directors
Remuneration to the Board of Directors:
All numbers in NOK
| Name | Position | Periode served to/from | 2021 | 2020 | Board remuneration 2021 | Board remuneration 2020 | Other expensed benefits 2021 | Other expensed benefits 2020 |
|---|---|---|---|---|---|---|---|---|
| Halldor Christen Tjoflaat* | Chairman | From 28 December 2017 | 250 000 | 249 316 | 835 938 | 426 000 | ||
| Jan Peter Harto** | Member | From June 2020 | 150 000 | 87 260 | 20 000 | 20 000 | ||
| Kristine Malm Larneng | Member | From 28 December 2017 | 150 000 | 150 000 | 0 | 0 |
In addition to his role as Chairman of Aega ASA, Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. This structure is implemented to reduce management resources spent on following up the Italian SPVs.
*In addition to his role as board member of Aega ASA, Mr. Harto has received remuneration for his role in the nomination committee.
Remuneration to management:
All numbers in NOK
| Name | Position | Periode served to/from | Salary 2021 | Salary 2020 | Other expensed benefits 2021 | Other expensed benefits 2020 |
|---|---|---|---|---|---|---|
| Nils Petter Skaset* | CEO | From February 2020 | 1 800 000 | 0 | 5 188 620 | 0 |
*Mr. Skaset was appointed CEO from 1 February 2020. Mr.Skaset was hired from his controlled company Brezza AS in 2020 and began his employment in Aega ASA 1 January 2021.
Shares held by the board of directors and management as of 31.12.2021
| Person | Role | Ownership with control |
|---|---|---|
| Halldor Christen Tjoflaat | Chair | Through Mamalao AS, controls 86 643 shares (0,1 percent). Through RYBO NOR AS, controls 1 738 735 shares (2,6 percent). |
| Jan Peter Harto | Board member | Through Jan P Harto AS controls 1 210 566 shares (1,8 percent). |
| Nils Petter Skaset | CEO | Through Brezza AS, controls 782 793 shares (1,2 percent). |
| Ingebrikt Bjørkhaug | CFO | Owns directly 313 807 shares (0,5 percent). |
| Fabio Buonsanti | COO | Owns directly 48 745 shares (0,1 percent). |
Note 6: 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. The Company has given a loan of NOK 3 million to Bolshøyden AS. The chairman Mr. Tjoflaat, of Aega ASA is also chairman of Bolshøyden AS. Accrued interests of NOK 945,000 was paid to Aega in Q-4 2021, and NOK 1,5 million of the loan was repaid in Q1-2022. The loan has an interest rate of 15% and is secured with first priority lien in a property of about 59,000 square meters positioned outside Molde on Bolsøya (1502-19/59). In addition, Aega ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the chairman Mr. Tjoflaat. The agreement is a back-to-back rent agreement with a potential 2% margin to cover cost of the renting company. Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. The remuneration for 2021 was NOK 835 938.
Note 7: Tax
Income tax expense consists of current tax and changes to deferred tax. Current tax comprises 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. 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 is not recognized. 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: | 2021 | 2020 |
|---|---|---|
| Profit before tax | -221 062 | -130 174 |
| Calculated tax (22%) | 48 634 | 28 638 |
| Tax effect permanent differences | 154 892 | 0 |
| Deferred tax asset not recognised | -273 356 | -82 726 |
| Difference in tax rate between countries | -5 500 | -2 340 |
| Actual tax expense | -75 331 | -56 428 |
| Effective tax rate | 34 % | -43 % |
| Income tax expense | 2021 | 2020 |
|---|---|---|
| Income tax payable | -75 331 | -56 428 |
| Income tax set of by deferred tax | 0 | 0 |
| Income tax expense | -75 331 | -56 428 |
| Tax payable | 2021 | 2020 |
|---|---|---|
| Income tax payable | 94 320 | 61 453 |
| Tax payable | 94 320 | 61 453 |
| Tax assets recognized | 2021 | 2020 |
|---|---|---|
| Deferred tax asset | 0 | 0 |
| Total tax assets | 0 | 0 |
| Tax asset not recognized in the balance sheet | 2021 | 2020 |
|---|---|---|
| 2 131 347 | 1 913 082 |
The Norwegian operations has tax loss carry forward that are not recognized in the balance sheet. It is uncertain if the group will be able to utilise the tax loss since investment gains in Norway stemming from equity instruments are not taxable.
Note 8: 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) | 2021 | 2020 |
|---|---|---|
| Interest income | 54 405 | 40 818 |
| Derivatives | 11 350 | 0 |
| Fair value adjustment of shares | 704 054 | 0 |
| Total finance income | 769 809 | 40 818 |
| Interest expense | -247 202 | -66 413 |
| Other financial cost | 0 | 0 |
| Total finance costs | -247 202 | -66 413 |
| Net foreign exchange gain/losses | -233 681 | 458 276 |
Note 9: Earning 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. The Company has 36 million warrants outstanding, issued in 2021.# 18 million warrants give the right to subscribe for one share in the Company on 10 March 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.70. Another 18 million warrants give the right to subscribe for one share in the Company on 16 June 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.90. See note 10 for further details.
| 2021 | 2020 | |
|---|---|---|
| Ordinary shares | 66 375 949 | 48 375 949 |
| Potential shares warrants | 36 000 000 | 2 000 000 |
| 2021 | 2020 | |
|---|---|---|
| Profit for the year EUR | -296 393 | -186 602 |
| Basic earnings per share | -0.01 | 0.00 |
| Diluted earnings per share | -0.00 | 0.00 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 32
Note 10: 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 are 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 of 31 December 2021, Aega ASA had a share capital of NOK 66,375,949 comprising 66,375,949 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.
Warrants
On 4 November 2021 the Company issued 18 million new shares in the Company with a subscription price of NOK 1.50, whereby each new share was offered with the addition of two warrants. The first Warrant gives the right to subscribe for one additional share in the Company on 10 March 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.70. The second Warrant gives the right to subscribe for one additional share in the Company on 16 June 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.90.
The following primary insiders, including their close associates, was allocated shares and in the Company at the subscription price of NOK 1.50 in accordance with allocation principles set out in the Prospectus:
- Fabio Buonsanti, COO in the Company, was allocated 13,219 shares and corresponding warrants.
- Ingebrikt Bjørkhaug, CFO in the Company, was allocated 73,807 shares and corresponding warrants.
- Brezza AS, a company 100% owned by Nils P. Skaset, CEO in the Company, was allocated 250,000 shares and corresponding warrants.
- Jan P Harto AS, a company controlled by Jan P. Harto, board member in the Company, was allocated 400,000 shares and corresponding warrants.
- Halldor Chr. Tjoflaat, chairperson of the board in the Company, was allocated 100,000 shares and corresponding warrants.
- Rybo Nor AS, a company 100% owned by Halldor Chr. Tjoflaat, chairperson of the board in the Company was allocated 403,730 shares and corresponding warrants.
All shares and corresponding warrants allocated to primary insiders were held by the primary insiders on 31 December 2021.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 33
Own shares
Aega ASA holds no own shares as of 31.12.2021. 325,116 own shares were sold in 2021.
20 Largest Shareholders 31.12.2021
| Shareholders | Percentage | |
|---|---|---|
| ASBJØRN JOHN BUANES | 2 | 086 470 |
| RYBO NOR AS | 1 | 738 735 |
| ERIK WAHLSTRØM | 1 | 651 164 |
| MORO AS | 1 | 622 777 |
| NORDNET LIVSFORSIKRING AS | 1 | 583 058 |
| THORVALD MORRIS HARALDSEN | 1 | 372 100 |
| NORDNET BANK AB | 1 | 234 740 |
| JAN P HARTO AS | 1 | 210 566 |
| SPC INVEST AS | 1 | 190 940 |
| FIN SERCK-HANSSEN | 1 | 160 741 |
| ZAFER KARA | 1 | 000 000 |
| KÅRE REIDAR JOHANSEN | 844 | 722 |
| OLAV VESAAS | 836 | 142 |
| BREZZA AS | 782 | 793 |
| ROALD ARNOLD NYGÅRD | 753 | 720 |
| SANDBERG JH AS | 750 | 994 |
| VESOLDO AS | 690 | 880 |
| PENTHOUSE MIRADORES AS | 666 | 666 |
| JAN STEINAR NEREM | 632 | 069 |
| RACCOLTA AS | 608 | 000 |
| Total 20 largest shareholders | 22 417 277 | 33,77 % |
| Aega ASA outstanding shares | 66 375 949 | 100,00 % |
Aega ASA Annual Report 2021 34
Note 11: 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 on 31 December 2021 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.
| Name of entity | Place of business | Ownership 31.12.2021 | Voting power 31.12.2021 | Principal activities |
|---|---|---|---|---|
| Aega Yieldco AS | Norway | 100 % | 100 % | Holding company |
| Aega Management AS | Norway | 100 % | 100 % | Management Company |
| Aega Green Investments AS | Norway | 100 % | 100 % | Holding company |
| Aega Investments AS | Norway | 100 % | 100 % | Holding company |
| Norita Invest S.r.l | Italy | 100 % | 100 % | Holding company |
| Aega Mangement S.r.l | Italy | 100 % | 100 % | Management Company |
| Produzioni Energia Cori S.r.l | Italy | 100 % | 100 % | Company owning solar park |
| Villapiana Fotovoltaico S.r.l. | Italy | 100 % | 100 % | Company owning solar park |
| S.T.A. S.r.l. | Italy | 100 % | 100 % | Company owning solar park |
| Rio Verde S.r.l. | Italy | 100 % | 100 % | Company owning solar park |
| Energylife S.r.l. | Italy | 100 % | 100 % | Company owning solar park |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 35
Note 12: Acquisition of solar parks
Acquisition of SPVs that own solar parks are recognised in accordance with the acquisition method. Aega has the necessary processes and organisation to add new solar parks without taking on the acquired parks existing organisation. Acquisition of solar parks SPVs are therefore considered as acquisition of fixed assets. See note 13 for fixed assets.
Acquisitions 2021
On 18 February 2021, AEGA signed the final transaction agreement to buy Rio Verde S.r.l. and S.T.A. S.r.l. Both 1 MWp plants are located in Sardinia and are elevated ground mounted power plants. Feed-in tariff end is 14 years from cut-off date for Rio Verde S.r.l., and 13 years from cut-off date for S.T.A. S.r.l., out of their respective 20-year concession period.
On 30 March 2021, Aega signed the final transaction agreement to buy the 1 MWp solar park Energylife S.r.l. in Emilia Romagna, Italy. Feed-in tariff end is 10 years from cut-off date.
| 2021 | |
|---|---|
| Acquisition net of cash acquired (EUR) | |
| Payment for shares | 1 301 883 |
| Cash position acquired entities | 957 752 |
| Acquisition net of cash acquired | 334 131 |
Aega ASA Annual Report 2021 36
Note 13: 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.
2021
| Solar power plants | |
|---|---|
| PPE Cost 31. December 2020 | 5 085 513 |
| Additions | 2 330 711 |
| PPE Cost 31. December 2021 | 7 416 224 |
| Accumulated depreciation | 1 048 738 |
| Book value 31.12.2021 | 6 367 486 |
| Current year depreciation | 605 379 |
| Useful life | 9-13 years |
2020
| Solar power plants | |
|---|---|
| PPE Cost 31. December 2019 | 3 526 719 |
| Additions | 1 558 793 |
| PPE Cost 31. December 2021 | 5 085 513 |
| Accumulated depreciation | 443 358 |
| Book value 31.12.2021 | 4 642 154 |
| Current year depreciation | 387 524 |
| Useful life | 9-13 years |
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 equal to the Feed-In Tariff period with a residual value if there is an option to extend the operation. Feed-In Tariff period is normally 20 years. For the solar power plants currently owned, the remaining Feed-In Tariff period is 9-13 years from the date Aega acquired the plant. Assets are tested for impairment whenever events or changes 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.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021 37
Note 14: Financial instruments
Classification
Financial instruments are classified in the following categories:
- Fair value with changes in value through profit or loss
- Loans and receivables
- Financial (assets and) liabilities measured at amortised costs
The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition. On 31 December 2021 and 2020, the group has financial instruments in the following categories:
- Receivables
- Financial assets and liabilities measured at amortised costs
- Derivatives (only 2021)
Reclassification
The Group may choose to reclassify its financial instruments if this meets the reclassification criteria. Reclassifications are made at fair value as of the reclassification date.# 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
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.
Impairment
Assets carried at amortised cost.
Financial Assets
| 2021 (EUR) | |||
|---|---|---|---|
| Asset at FVPL | Financial asset at amortized cost | Total | |
| Receivables | 0 | 1 095 273 | 1 095 273 |
| Other current assets; Derivatives | 96 260 | 0 | 96 260 |
| Other current assets; Tax and VAT | 0 | 567 874 | 567 874 |
| Other current assets; Prepayments and other | 0 | 479 889 | 479 889 |
| Cash and cash equivalents | 0 | 4 300 351 | 4 300 351 |
| 96 260 | 6 443 387 | 6 539 648 |
| 2020 (EUR) | |||
|---|---|---|---|
| Asset at FVPL | Financial asset at amortized cost | Total | |
| Receivables | 0 | 693 187 | 693 187 |
| Other current assets; Tax and VAT | 0 | 136 170 | 136 170 |
| Cash and cash equivalents | 0 | 3 086 962 | 3 086 962 |
| 0 | 3 916 319 | 3 916 319 |
Financial Liabilities
| 2021 (EUR) | |||
|---|---|---|---|
| Derivatives at FVPL | Liabilities at amortized cost | Total | |
| Long term borrowing | 0 | 4 337 490 | 4 337 490 |
| Leasing LT | 0 | 3 556 364 | 3 556 364 |
| Leasing ST | 0 | 232 291 | 232 291 |
| Trade payables and other payables | 0 | 541 665 | 541 665 |
| Short term borrowing | 0 | 474 260 | 474 260 |
| 0 | 9 142 070 | 9 142 070 |
| 2020 (EUR) | |||
|---|---|---|---|
| Derivatives at FVPL | Liabilities at amortized cost | Total | |
| Long term borrowing | 0 | 3 020 207 | 3 020 207 |
| Leasing LT | 0 | 46 838 | 46 838 |
| Leasing ST | 0 | 23 483 | 23 483 |
| Trade payables and other payables | 0 | 77 822 | 77 822 |
| Short term borrowing | 0 | 275 291 | 275 291 |
| 0 | 3 443 641 | 3 443 641 |
Credit risk
The Group’s credit risk related to receivables are mainly related to the government and governmental institution. 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.
Trade and other receivables
Trade receivables are amounts due from customers in the ordinary course of business. Other receivables are mainly related to tax, vat and prepayments. Other receivables also include an escrow account from the sale of solar park portfolio in 2019 and a loan given to Bolshøyden AS. See note 6 for further details regarding the loan to Bolshøyden AS. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets. The fixed Feed-in Tariff received from GSE typically represents approximately 75-90 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 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 2021 and 2020, no provision is booked.
Overview of receivables (EUR)
| 2021 | 2020 | |
|---|---|---|
| Trade receivables | 695 273 | 293 187 |
| Other receivables | 1 447 763 | 536 169 |
| Receivables financial instruments | 2 143 036 | 829 356 |
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.
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.
| 2021 (EUR) | 2020 (EUR) | |
|---|---|---|
| Cash balance Norway | 2 479 143 | 2 558 225 |
| Cash balance Italy | 1 821 207 | 528 738 |
| Total cash | 4 300 351 | 3 086 962 |
Interest rate risk
The group is exposed to interest rate risk in relation to variation in interest rates of bank deposits.
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.
Overview long term loans
Plant Cori SPV Produzioni Energia Cori S.r.l
Bank: Unicredit
Financing form: Project finance
Original finance amount: EUR 4 970 000
Expiration date: 31.12.2028
Interest rate: 3M Euribor + 1,35% spread
Covenants: The target undertakes for all the duration of the loan to have financial availabilities (Equity + Quasi Equity) for an amount equal or higher to €553,000.00
Plant S.T.A. SPV S.T.A. S.r.l.
Bank: Iccrea
Financing form: Project finance
Original finance amount: EUR 1 200 000
Expiration date: 30.09.2030
Interest rate: 3M Euribor + 2,60% spread
Covenants: The target undertakes for all the duration of the loan to have financial availabilities for an amount equal to EUR 75 000. Also The target undertakes to comply with the following indices at 31/12 of each year: historical DSCR >= 1,05x ; average prospective DSCR>= 1,05x ; ratio D/E<= 70/30
Plant Rio Verde SPV Rio Verde S.r.l.
Bank: Iccrea
Financing form: Project finance
Original finance amount: EUR 1 400 000
Expiration date: 30.09.2030
Interest rate: 3M Euribor + 2,60% spread
Covenants: The target undertakes for all the duration of the loan to have financial availabilities for an amount equal to EUR 75 000. Also The target undertakes to comply with the following indices at 31/12 of each year: historical DSCR >= 1,05x ; average prospective DSCR>= 1,05x ; ratio D/E<= 70/30
Repayment profile long term loans
| Under 1 year | 1-3 years | Later than 5 years | Total | |
|---|---|---|---|---|
| Cori | 275 000 | 550 000 | 1 800 000 | 2 625 000 |
| STA | 91 320 | 199 680 | 707 760 | 998 760 |
| Rio Verde | 107 940 | 231 280 | 811 020 | 1 150 240 |
| Total | 474 260 | 980 960 | 3 318 780 | 4 774 000 |
Financial debt reconciliation
This section sets out an analysis of financial debt and the movements in net debt for each of the periods presented.```markdown
(EUR)
| | 2021 | 2020 |
| --------------- | ------- | ------- |
| Leasing - repayable within one year | 232 | 291 |
| Leasing - repayable after one year | 3 556 | 363 |
| Borrowings - repayable within one year | 474 | 260 |
| Borrowings - repayable after one year | 4 299 | 740 |
| Financial debt | 8 562 | 655 |
| 2021 (EUR) | Leasing | Borrowing | Total | |
|---|---|---|---|---|
| Net debt as at 31 December 2020 | 552 536 | 2 900 000 | 3 452 536 | |
| New leases and borrowings | 3 437 038 | 2 313 928 | 5 750 966 | |
| Payments | -200 919 | -439 928 | -640 847 | |
| Financial debt as at 31 December 2021 | 3 788 655 | 4 774 000 | 8 562 655 |
| 2020 (EUR) | Leasing | Borrowing | Total | |
|---|---|---|---|---|
| Net debt as at 31 December 2019 | 70 321 | 3 295 498 | 3 365 819 | |
| New leases and borrowings | 520 515 | - | 520 515 | |
| Payments | -38 300 | -395 498 | -433 798 | |
| Financial debt as at 31 December 2020 | 552 536 | 2 900 000 | 3 452 536 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 43
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 five 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 | 2021 | 2020 |
|---|---|---|
| Trade and other payables | 541 665 | 168 395 |
| Total trade and other payables | 541 665 | 168 395 |
Note 15: Leasing
Right-of-use assets are measured at an amount equal to the lease liability. The Group has land lease agreements and lease of equipment in Italy. The lease agreement for the headquarter in Oslo has a duration of less than 12 month as of year-end and are therefore not included in the leasing calculation. In the absence of an identifiable discount rate, implicit in the lease agreement, the discount rate used is the estimated Groups incremental borrowing rate of 5%.
2021
| Right-to Use Assets | Office rent agreement | Plant and land lease | Total |
|---|---|---|---|
| As of 1 January 2021 | 63 185 | 520 515 | 583 700 |
| Addition of right-to use assets | - | 3 465 636 | 3 465 636 |
| Acquisition cost 31 December 2021 | 63 185 | 3 986 150 | 4 049 336 |
| Depreciation | 50 631 | 287 892 | 338 523 |
| Discontinued contracts | 12 554 | - | 12 554 |
| Net right-to use asset as of 31 December 2021 | - | 3 698 259 | 3 698 259 |
Undiscounted Lease Liabilities and Maturity of Cash Outflows
| Office rent agreement | Plant and land lease | Total | |
|---|---|---|---|
| Less than 1 year | - | 440 560 | 440 560 |
| Over 1 year | - | 4 445 540 | 4 445 540 |
| Total undiscounted lease liabilities at 31 December 2021 | - | 4 886 100 | 4 886 100 |
Aega ASA Annual Report 2021 44
Reconcilliation
| Office rent agreement | Plant and land lease | Total | |
|---|---|---|---|
| At start of 2021 | 46 838 | 505 698 | 552 536 |
| New lease liabilities recognized in the year | - | 3 465 636 | 3 465 636 |
| Cash payments for the principal portion of lease liability | -18 240 | -182 679 | -200 919 |
| Cash payments for the interest portion of lease liability | -937 | -144 110 | -145 047 |
| Interest expense on lease liabilities | 937 | 144 110 | 145 047 |
| Discontinued contracts | -28 598 | - | -28 598 |
| Total lease liability at 31 December 2021 | - | 3 788 655 | 3 788 655 |
| Current lease liabilities | - | 232 291 | 232 291 |
| Non-current lease liabilities | - | 3 556 364 | 3 556 364 |
2020
| Right-to Use Assets | Office rent agreement | Plant and land lease | Total |
|---|---|---|---|
| As of 1 January 2020 | 63 185 | - | 63 185 |
| Addition of right-to use assets | - | 520 515 | 520 515 |
| Acquisition cost 31 December 2020 | 63 185 | 520 515 | 583 700 |
| Depreciation | 25 316 | 19 278 | 44 594 |
| Net right-to use asset as of 31 December 2020 | 37 870 | 501 236 | 539 106 |
Undiscounted Lease Liabilities and Maturity of Cash Outflows
| Office rent agreement | Plant and land lease | Total | |
|---|---|---|---|
| Less than 1 year | 23 419 | 50 000 | 73 419 |
| Over 1 year | 23 419 | 600 000 | 623 419 |
| Total undiscounted lease liabilities at 31 December 2020 | 46 838 | 650 000 | 696 838 |
Reconcilliation
| Office rent agreement | Plant and land lease | Total | |
|---|---|---|---|
| At start of 2020 | 70 321 | - | 70 321 |
| New lease liabilities recognized in the year | - | 520 515 | 520 515 |
| Cash payments for the principal portion of lease liability | -23 483 | -14 817 | -38 300 |
| Cash payments for the interest portion of lease liability | -4 833 | -10 183 | -15 016 |
| Interest expense on lease liabilities | 4 833 | 10 183 | 15 016 |
| Total lease liability at 31 December 2020 | 46 838 | 505 698 | 552 536 |
| Current lease liabilities | 23 419 | 50 000 | 73 419 |
| Non-current lease liabilities | 23 419 | 455 698 | 479 117 |
Aega ASA annual report 2021 45
Note 16: Financial investments
Aega bought a minority stake in Norsk Solar in November 2020. The company was listed on Euronext Growth in April 2021. Norsk Solar is a fast-growing solar energy company based in Stavanger, with a focus on high growth markets. The company develops, builds, finances, and operates solar power plants globally. Norsk Solar has approximately 70 MW under construction and a clear path to rapid growth. Aega holds 3.989.170 shares in Norsk Solar as of 31.12.2021.
Note 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: Nils Petter Skaset (CEO). The following guidelines are applied for 2021.
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 labor market trends.
Benefits in kind
The senior executives receive benefits in kind that are common for comparable positions. These include telecommunication.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 46
Pension scheme
A pension contribution “innskuddspensjon” is provided by the Company.
Severance package scheme
The CEO has right to up to 6 months’ severance payment given certain circumstances if CEO is removed from the position. See note 5 for details about the remuneration the previous year.
Note 18: Market risk
Sensitivity currency
All operating revenue, all bank financing and most operating expenses are denominated in EUR. The group is exposed to changes in EUR/NOK exchange rates for cost incurred in Norway and for bank deposits. As the Group mainly invests in Italy, most cash balances in Norway are also held in EUR.
| Impact on post tax profits EUR | 2021 | 2020 |
|---|---|---|
| EUR/NOK exchange rate – increase/decrease 10% | +/- 130 916 | +/- 282 275 |
Note 19 Subsequent events
On 11 February 2022 AEGA, through a wholly owned subsidiary, signed the final transaction agreement to purchase Actasol 4 S.r.l. and Actasol 16 S.r.l. The two parks have a combined installed power of ca. 1.4 MWp. Both parks are located near each other, in the Marche region of Italy.
On 16 March 2022 AEGA, through a wholly owned subsidiary signed a mutually binding offer for the acquisition of two solar parks in Italy with a total capacity of 2MW. The solar parks have a capacity of 1MWp each and are located at Sardinia and Sicily. Both parks have the same owner. If either of the parties chooses to withdraw from the deal, it would trigger a compensation clause. The closing of the transaction will take place within 30 June 2022.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 47
Parent company financials
Aega ASA Annual Report 2021 48
Parent company statement of profit and loss and other comprehensive income (NOK)
| Note | 2021 | 2020 |
|---|---|---|
| Management fees | 2 | 0 |
| Other Income | 418 812 | 0 |
| Revenues | 418 812 | 0 |
| Personnel expenses | 3,5 | -2 984 531 |
| Other operating expenses | 4 | -2 984 720 |
| Depreciation and amortization | 12 | -257 332 |
| Operating expenses | -6 226 582 | |
| Operating profit | -6 226 582 | |
| Finance income | 8 | 43 441 023 |
| Finance costs | 8 | -50 532 |
| Impairment of shares in subsidiaries | 8 | -5 000 000 |
| Net foreign exchange gain/(losses) | 8 | -2 171 797 |
| Profit before income tax | 29 992 112 | |
| Income tax | 7 | 0 |
| Profit for the period | 29 992 112 | |
| Total comprehensive income | 29 992 112 | |
| Profit for the period attributable to: | ||
| Equity holders | 29 992 112 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 49
Parent company statement of financial position (NOK)
| ASSETS | Note | 31.12.2021 | 31.12.2020 |
|---|---|---|---|
| Right-to-use assets | 12 | 0 | 396 507 |
| Shares in subsidiaries | 10 | 1 081 801 | 57 949 957 |
| Financial investments | 13 | 28 917 493 | 19 999 885 |
| Other long-term assets | 6 | 0 | 3 468 135 |
| Non-current assets | 29 999 294 | 81 814 483 | |
| Group | |||
| ```# CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS |
Aega ASA Annual Report 2021 50
Oslo, 28 April 2022
Halldor Christen Tjoflaat Chairman (electronically signed)
Jan Peter Harto Board member (electronically signed)
Kristine Malm Larneng Board member (electronically signed)
Nils Petter Skaset CEO (electronically signed)
Aega ASA Annual Report 2021 51
Parent company statement of cash flow (NOK)
| Note | 2021 | 2020 |
|---|---|---|
| 29 | 992,112 | 1,796,729 |
| 7 | 0 | 0 |
| -19,710,435 | -18,627,194 | |
| 8,13 | -7,156,571 | 0 |
| 8 | -35,800,690 | 0 |
| 8 | 5,000,000 | 0 |
| 1,348,755 | -539,320 | |
| -26,326,829 | -17,369,785 | |
| 13 | -1,761,038 | -23,468,020 |
| 8 | 945,066 | 0 |
| -815,972 | -23,468,020 | |
| 9 | 24,573,777 | 0 |
| 0 | -1,935,038 | |
| 812,695 | 0 | |
| 25,386,472 | -1,935,038 | |
| 25,911,435 | 68,684,278 | |
| 0 | 0 | |
| -1,756,329 | -42,772,843 | |
| 24,155,107 | 25,911,435 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 52
Parent company statement of change in equity (NOK)
| Equity | Share capital | Own shares | Share premium fund | Other equity | Total equity |
|---|---|---|---|---|---|
| Equity 01.01.2021 | 48,375,949 | -325,116 | 62,788,928 | -60,023,432 | 50,816,328 |
| Profit (loss) after tax | 0 | 0 | 0 | 29,992,112 | 29,992,112 |
| Other comprehensive income | 0 | 0 | 0 | 0 | 0 |
| Capital increase | 18,000,000 | 0 | 6,573,777 | 0 | 24,573,777 |
| Own shares sold | 0 | 325,116 | 487,579 | 0 | 812,695 |
| Equity 31.12.2021 | 66,375,949 | 0 | 69,850,284 | -30,031,322 | 106,194,911 |
| Equity | Share capital | Own shares | Share premium fund | Other equity | Total equity |
|---|---|---|---|---|---|
| Equity 01.01.2020 | 48,375,949 | -325,116 | 64,723,966 | -61,820,162 | 50,954,637 |
| Profit (loss) after tax | 0 | 0 | 0 | 1,796,729 | 1,832,071 |
| Other comprehensive income | 0 | 0 | 0 | 0 | 0 |
| Capital repayment | 0 | 0 | -1,935,038 | 0 | -1,935,038 |
| Equity 31.12.2020 | 48,375,949 | -325,116 | 62,788,928 | -60,023,432 | 50,816,328 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 53
Notes
General information
Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Thunes Vei 2, NO-0274 Oslo, Norway. The parent company was listed on Euronext Expand in 2011. The financial statements for Aega ASA, including disclosure requirements for the accounting period ended 31 December 2021, were approved by the Board of Directors and CEO on 28 April 2022.
Note 1: Basis for preparation
The financial statements for the financial year 2021 have been prepared in accordance International Financing Reporting Standards (IFRS) as adopted by the European Union and interpretations issued by the International Accounting Standards Board (IASB) that are relevant to the company. In compliance with the Norwegian Accounting Act, additional disclosure requirements are included in the notes to the financial statements. The financial statement for the parent company have been prepared using the same accounting principles as the consolidated accounts. Refer to note 1 in the consolidated financial statement for further details. Investments in subsidiaries are booked according to the cost method. All amounts in are presented NOK if not otherwise stated.
Going concern
The annual accounts have been prepared based on the going concern assumption. This is based on the company’s plans, budgets and level of activity going forward.
Note 2: Revenue recognition
The company derives the following types of revenue: 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, considering contractually defined terms of payment and excluding taxes or duty.
| (NOK) | 2021 | 2020 |
|---|---|---|
| Management fees | 0 | 418,812 |
| Other Income | 0 | 0 |
| Revenues | 0 | 418,812 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 54
Note 3: Personnel expenses
| Payroll and related expenses | 2021 | 2020 |
|---|---|---|
| Salaries | 2,016,000 | 0 |
| Social security tax | 367,393 | 90,008 |
| Pension expense | 5,188 | 0 |
| Other personnel expenses | 6,327 | 0 |
| Remuneration to the Board of Directors | 589,623 | 638,355 |
| Total payroll and related expenses: | 2,984,531 | 728,363 |
The company had one employee in 2021 and no employees in 2020. Aega operates with a defined pension scheme. Pursuant to the pension scheme, the company provide a contribution of 2% of the salary between 2G and 12G. The company pension scheme meets the Norwegian requirements of compulsory occupational pension.
Note 4: Remuneration to auditors (NOK)
| 2021 | 2020 | |
|---|---|---|
| Statutory audit | 811,864 | 351,500 |
| Other assurance services | 27,000 | 27,000 |
| Total remuneration to auditors | 838,864 | 378,500 |
The company is audited by PricewaterhouseCoopers
Note 5: Remuneration to management and Board of Directors
Remuneration to the Board of Directors:
All numbers in NOK
| Name | Position | Periode served to/from | Board remuneration | Other expensed benefits | ||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||
| Halldor Christen Tjoflaat* | Chairman | From 28 December 2017 | 250,000 | 249,316 | 835,938 | 426,000 |
| Jan Peter Harto** | Member | From June 2020 | 150,000 | 87,260 | 20,000 | 20,000 |
| Kristine Malm Larneng | Member | From 28 December 2017 | 150,000 | 150,000 | 0 | 0 |
*In addition to his role as Chairman of Aega ASA, Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. This structure is implemented to reduce management resources spent on following up the Italian SPVs.
**In addition to his role as board member of Aega ASA, Mr. Harto has received remuneration for his role in the nomination committee.
Remuneration to management:
All numbers in NOK
| Name | Position | Periode served to/from | Salary | Other expensed benefits | ||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||
| Nils Petter Skaset* | CEO | From February 2020 | 1,800,000 | 0 | 5,188 | 620,000 |
*Mr. Skaset was appointed CEO from 1 February 2020. Mr.Skaset was hired from his controlled company Brezza AS in 2020 and began his employment in Aega ASA 1 January 2021.
Shares held by the board of directors and management as of 31.12.2021
| Person | Role | Ownership with control |
|---|---|---|
| Halldor Christen Tjoflaat | Chair | Through Mamalao AS, controls 86,643 shares (0,1 percent). Through RYBO NOR AS, controls 1,738,735 shares (2,6 percent). |
| Jan Peter Harto | Board member | Through Jan P Harto AS controls 1,210,566 shares (1,8 percent). |
| Nils Petter Skaset | CEO | Through Brezza AS, controls 782,793 shares (1,2 percent). |
| Ingebrikt Bjørkhaug | CFO | Owns directly 313,807 shares (0,5 percent). |
| Fabio Buonsanti | COO | Owns directly 48,745 shares (0,1 percent). |
Aega ASA Annual Report 2021 55
Note 6: 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. The Company has given a loan of NOK 3 million to Bolshøyden AS. The chairman Mr. Tjoflaat, of Aega ASA is also chairman of Bolshøyden AS. Accrued interests of NOK 945,000 was paid to Aega in Q-4 2021, and NOK 1,5 million of the loan was repaid in Q1-2022. The loan has an interest rate of 15% and is secured with first priority lien in a property of about 59,000 square meters positioned outside Molde on Bolsøya (1502-19/59). In addition, Aega ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the chairman Mr. Tjoflaat. The agreement is a back-to-back rent agreement with a potential 2% margin to cover cost of the renting company. Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. The remuneration for 2021 was NOK 835 938.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 56
Note 7: Tax
Amounts recognised in statement of profit and loss:
| Reconciliation expected and actual tax expense | 2021 | 2020 |
|---|---|---|
| Profit before tax | 29,992,112 | 1,796,729 |
| Calculated tax (22%) | -6,598,265 | -395,280 |
| Tax effect permanent differences | 8,114,313 | 0 |
| Deferred tax asset not recognised | -1,516,048 | 395,280 |
| Actual tax expense | 0 | 0 |
| Effective tax rate | 0 % | 0 % |
Tax assets recognized
| 2021 | 2020 | |
|---|---|---|
| Deferred tax asset | 0 | 0 |
| Total tax assets | 0 | 0 |
| Tax asset not recognised in the balance sheet | 2021 | 2020 |
|---|---|---|
| 19,574,823 | 18,058,775 |
The company has tax loss carry forward that are not recognized in the balance sheet. It is uncertain if the company will be able to utilise the tax loss since investment gains in Norway stemming from equity instruments are not taxable.# Note 8: 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.
| (NOK) | 2021 | 2020 |
|---|---|---|
| Dividend from subsidiaries | 35 800 690 | 0 |
| Fair value adjustment of shares | 7 156 571 | 0 |
| Interest income | 483 762 437 | 029 |
| Total finance income | 43 441 023 | 437 029 |
| Interest expense | -50 532 | -286 949 |
| Impairment of shares in Aega Yieldco AS | -5 000 000 | 0 |
| Total finance costs | -5 050 532 | -286 949 |
| Net foreign exchange gain/losses | -2 171 797 | 4 765 824 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 57
Note 9: 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 of 31 December 2021, Aega ASA had a share capital of NOK 66,375,949 comprising 66,375,949 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.
Warrants
On 4 November 2021 the Company issued 18 million new shares in the Company with a subscription price of NOK 1.50, whereby each new share was offered with the addition of two warrants. The first Warrant gives the right to subscribe for one additional share in the Company on 10 March 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.70. The second Warrant gives the right to subscribe for one additional share in the Company on 16 June 2022 with a nominal value of NOK 1 at a subscription price of NOK 1.90.
The following primary insiders, including their close associates, was allocated shares and in the Company at the subscription price of NOK 1.50 in accordance with allocation principles set out in the Prospectus:
- Fabio Buonsanti, COO in the Company, was allocated 13,219 shares and corresponding warrants.
- Ingebrikt Bjørkhaug, CFO in the Company, was allocated 73,807 shares and corresponding warrants.
- Brezza AS, a company 100% owned by Nils P. Skaset, CEO in the Company, was allocated 250,000 shares and corresponding warrants.
- Jan P Harto AS, a company controlled by Jan P. Harto, board member in the Company, was allocated 400,000 shares and corresponding warrants.
- Halldor Chr. Tjoflaat, chairperson of the board in the Company, was allocated 100,000 shares and corresponding warrants.
- Rybo Nor AS, a company 100% owned by Halldor Chr. Tjoflaat, chairperson of the board in the Company was allocated 403,730 shares and corresponding warrants.
All shares and corresponding warrants allocated to primary insiders were held by the primary insiders on 31 December 2021.
Aega ASA Annual Report 2021 58
Own shares
Aega ASA holds no own shares as of 31.12.2021. 325,116 own shares were sold in 2021.
20 Largest Shareholders 31.12.2021
| Shareholders | Share | Percentage |
|---|---|---|
| ASBJØRN JOHN BUANES | 2 086 470 | 3,14 % |
| RYBO NOR AS | 1 738 735 | 2,62 % |
| ERIK WAHLSTRØM | 1 651 164 | 2,49 % |
| MORO AS | 1 622 777 | 2,44 % |
| NORDNET LIVSFORSIKRING AS | 1 583 058 | 2,38 % |
| THORVALD MORRIS HARALDSEN | 1 372 100 | 2,07 % |
| NORDNET BANK AB | 1 234 740 | 1,86 % |
| JAN P HARTO AS | 1 210 566 | 1,82 % |
| SPC INVEST AS | 1 190 940 | 1,79 % |
| FIN SERCK-HANSSEN | 1 160 741 | 1,75 % |
| ZAFER KARA | 1 000 000 | 1,51 % |
| KÅRE REIDAR JOHANSEN | 844 722 | 1,27 % |
| OLAV VESAAS | 836 142 | 1,26 % |
| BREZZA AS | 782 793 | 1,18 % |
| ROALD ARNOLD NYGÅRD | 753 720 | 1,14 % |
| SANDBERG JH AS | 750 994 | 1,13 % |
| VESOLDO AS | 690 880 | 1,04 % |
| PENTHOUSE MIRADORES AS | 666 666 | 1,00 % |
| JAN STEINAR NEREM | 632 069 | 0,95 % |
| RACCOLTA AS | 608 000 | 0,92 % |
| Total 20 largest shareholders | 22 417 277 | 33,77 % |
| Aega ASA outstanding shares | 66 375 949 | 100,00 % |
Note 10: Subsidiaries
The company’s subsidiaries on 31 December 2021 are set out below.
| Name of entity | Place of business | Ownership 31.12.2021 | Principal activities | Carrying value (NOK) |
|---|---|---|---|---|
| Aega Yieldco AS | Norway | 100 % | Holding company | 646 231 |
| Aega Management AS | Norway | 100 % | Management Company | 100 000 |
| Aega Green Investments AS | Norway | 100 % | Holding company | 35 570 |
| Aega Investments AS | Norway | 100 % | Holding company | 300 000 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 59
Note 11: Financial instruments
The company has the following financial instruments:
Financial Assets
| 2021 (NOK) | |||
|---|---|---|---|
| Asset at FVPL | Financial asset at amortized cost | Total | |
| Receivables | 0 | 50 425 642 | 50 425 642 |
| Other current assets | 1 031 328 | 3 132 834 | 4 164 162 |
| Cash and cash equivalents | 0 | 24 155 107 | 24 155 107 |
| 0 77 713 582 | 77 713 582 | 77 713 582 | |
| 1 Other receivables include a loan given to Bolshøyden AS. See note 6 for further details. |
| 2020 (NOK) | |||
|---|---|---|---|
| Asset at FVPL | Financial asset at amortized cost | Total | |
| Other long term assets | 1 034 681 | 3 468 135 | 4 502 816 |
| Receivables | 0 | 26 335 312 | 26 335 312 |
| Other current assets | 0 | 200 404 | 200 404 |
| Cash and cash equivalents | 0 | 25 911 435 | 25 911 435 |
| 0 55 915 287 | 55 915 287 | 55 915 287 | |
| 1 Other long term assets include a loan given to Bolshøyden AS. See note 6 for further details. |
Financial Liabilities
| 2021 (NOK) | |||
|---|---|---|---|
| Derivatives at FVPL | Liabilities at amortized cost | Total | |
| Leasing LT | 0 | 0 | 0 |
| Leasing ST | 0 | 0 | 0 |
| Trade payables and other payables | 0 | 1 228 536 | 1 228 536 |
| Intergroup loans | 0 | 289 430 | 289 430 |
| 0 1 517 966 | 1 517 966 | 1 517 966 |
| 2020 (NOK) | |||
|---|---|---|---|
| Derivatives at FVPL | Liabilities at amortized cost | Total | |
| Leasing LT | 0 | 245 204 | 245 204 |
| Leasing ST | 0 | 245 204 | 245 204 |
| Trade payables and other payables | 0 | 415 486 | 415 486 |
| Intergroup loans | 0 | 82 539 414 | 82 539 414 |
| 0 83 445 307 | 83 445 307 | 83 445 307 |
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 60
Note 12: Leasing
Right-of-use assets are measured at an amount equal to the lease liability. The company has one lease agreement for the headquarter in Oslo. There are no extension options. The office lease is depreciated over the contract period of 3 years.
2021
Right-to Use Assets
| Office rent agreement | |
|---|---|
| As of 1 January 2020 | 396 507 |
| Addition of right-to use assets | - |
| Acquisition cost 31 December 2021 | 396 507 |
| Depreciation | 257 332 |
| Discontinued contracts | 139 174 |
| Net right-to use asset as of 31 December 2021 | 0 |
Undiscounted Lease Liabilities and Maturity of Cash Outflows
| Office rent agreement | |
|---|---|
| Less than 1 year | 0 |
| 1-3 years | 0 |
| Total undiscounted lease liabilities at 31 December 2021 | 0 |
Reconcilliation
| Office rent agreement | |
|---|---|
| At start of 2021 | 490 408 |
| New lease liabilities recognized in the year | - |
| Cash payments for the principal portion of the lease liability | -186 910 |
| Cash payments for the interest portion of the lease liability | -9 522 |
| Interest expense on lease liabilities | 9 522 |
| Discontinued contracts | -303 497 |
| Total lease liability at 31 December 2021 | 0 |
| Current lease liabilities | 0 |
| Non-curremt lease liabilities | 0 |
| Total cash outflows for leases | -196 433 |
Aega ASA Annual Report 2021 61
2020
Right-to Use Assets
| Office rent agreement | |
|---|---|
| As of 1 January 2020 | 662 485 |
| Addition of right-to use assets | - |
| Acquisition cost 31 December 2020 | 662 485 |
| Depreciation | 265 979 |
| Net right-to use asset as of 31 December 2020 | 396 507 |
Undiscounted Lease Liabilities and Maturity of Cash Outflows
| Office rent agreement | |
|---|---|
| Less than 1 year | 245 204 |
| 1-3 years | 245 204 |
| Total undiscounted lease liabilities at 31 December 2020 | 490 407 |
Reconcilliation
| Office rent agreement | |
|---|---|
| At start of 2020 | 693 633 |
| New lease liabilities recognized in the year | - |
| Cash payments for the principal portion of the lease liability | -203 226 |
| Cash payments for the interest portion of the lease liability | -51 813 |
| Interest expense on lease liabilities | 51 813 |
| Total lease liability at 31 December 2020 | 490 407 |
| Current lease liabilities | 245 204 |
| Non-curremt lease liabilities | 245 204 |
| Total cash outflows for leases | -255 039 |
Note 13: Financial investments
Aega bought a minority stake in Norsk Solar in November 2020. The company was listed on Euronext Growth in April 2021. Norsk Solar is a fast-growing solar energy company based in Stavanger, with a focus on high growth markets. The company develops, builds, finances, and operates solar power plants globally. Aega holds 3.989.170 shares in Norsk Solar as of 31.12.2021.
Aega ASA Annual Report 2021 62
Note 14: Intragroup balances (NOK)
| Balance 31.12.2021 | Balance 31.12.2020 | |
|---|---|---|
| Aega Yieldco AS | 5 139 240 | -82 539 414 |
| Aega Management AS | 3 994 711 | 883 424 |
| Aega Green Investments AS | 38 694 603 | 23 928 125 |
| Aega Investments AS | -289 430 | 5 570 |
| Norita Invest S.r.l | 2 297 424 | 785 273 |
| Aega Mangement S.r.l | 299 664 | 314 109 |
| Net intragroup balance | 50 136 212 | -56 622 913 |
Note 15: Subsequent events
On 11 February 2022 AEGA, through a wholly owned subsidiary, signed the final transaction agreement to purchase Actasol 4 S.r.l. and Actasol 16 S.r.l. The two parks have a combined installed power of ca. 1.4 MWp. Both parks are located near each other, in the Marche region of Italy.
On 16 March 2022 AEGA, through a wholly owned subsidiary signed a mutually binding offer for the acquisition of two solar parks in Italy with a total capacity of 2MW. The solar parks have a capacity of 1MWp each and are located at Sardinia and Sicily. Both parks have the same owner. If either of the parties chooses to withdraw from the deal, it would trigger a compensation clause. The closing of the transaction will take place within 30 June 2022.# CONTENTS
ABOUT AEGA
ANNUAL REPORT
FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 63
Aega ASA
Thunes vei 2
0274 Oslo, Norway
E-mail: [email protected]
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