Nordic Financials ASA — Interim / Quarterly Report 2016

Aug 24, 2016

Aega ASA Q2 REPORT – 2016

Contents

	About Aega ASA	3
Q2 in short		3
	Highlights from the reporting period	3
Operations		3
Financial review		4
	Explanation of the accounting structure of the consolidated interim report	5
	Aega Portfolio as of Q2 2016	6
Financials		7
Profit and loss		7
Balance sheet		8
Cash flow		9
Change in equity		10
Note 1:	Summary of significant accounting policies	11
Note 2:	Operational cost breakdown	11
Note 3:	Property plant and equipment	11
Note 4:	Group structure	12
Note 5:	Cash and cash equivalents	12
Note 6:	Purchase price allocations	12
Note 7:	Power production	13
Note 8:	Related party transactions	13
Note 9:	Financing overview	13
	Note 10: Trade receivables and other current assets	13
	Note 11: Shares and shareholder information	14
	Note 12: Subsequent events	14
	Responsibility statement	14
	Investor contact	15

About Aega ASA

Aega ASA is a solar utility company that acquires and operates solar power plants. The company currently owns a portfolio of six individual solar parks in Italy with a combined production capacity of 6MW. The company focuses on acquisitions of smaller operating solar parks (below 5MW capacity), meeting the company's strict investment criteria. It targets to reach a total production capacity of 50MW within the end of 2017 by taking advantage of the current attractive market for secondary solar parks in Italy. The company has its operating offices in Oslo, Norway, and Trento, Italy. The company's shares are listed on Oslo Axess.

Q2 IN SHORT

• Quarterly dividend of NOK 0.075 per share was paid in May, another dividend of NOK 0.075 per share will be paid 31 August
• Intended acquisition of a 14 MW solar park portfolio terminated due to due diligence findings
• Successfully completed capital raise of NOK 25.5 million
• Purchased a new solar park in June, increasing total production capacity to 6 MW
• Attractive investment opportunities and growth plans unchanged. Ambition of reaching 50 MW by end 2017
• Production output was 3.1 per cent over budget in Q2 and 5.1 per cent over budget in first half of 2016. OPEX per MW reduced by entering new agreement for O&M and renegotiated the Italian property tax (IMU)
• Extra ordinary transaction costs relating to listing due diligence, acquisition of Piano Mulino S.r.l and the due diligence of the mentioned 14MW portfolio.

HIGHLIGHTS FROM THE REPORTING PERIOD

Operations

Production is 5.1 per cent above the seasonally adjusted base case production as of 30 June 2016, due to (i) higher irradiation, (ii) close performance monitoring and (iii) the effect of the company's optimization measures. Revenues were 3.4 per cent higher than budget, due to higher production than base case.

In Q2 Aega signed an operation and maintenance agreement with one of the worlds leading specialists for renewable energies Juwi AG. Already from the start of Q3 Juwi will be the O&M operator of 5 out of 6 plants. Aega has worked with Juwi for 2 years already and is confident that this move will lead to higher production. In addition the price of the services are lower than in the previous O&M contracts. The cost saving effect will first be visible from Q1 2017 when old contracts are fully terminated.

New regulation implemented in 2016 opened for a re-calculation of cadastral values for photovoltaic plants. During the quarter Aega has used the new regulation to renegotiate the the property tax "IMU" from EUR 77 220 down to EUR 7 120 for the 5 plants owned at the beginning of the period.

Portfolio Cumulated Production vs. Base Case

Corporate events

In compliance with Aega's policy to pay quarterly dividends, NOK 0.075 per share was paid on 31 May 2016. The next quarterly dividend, also NOK 0.075 per share, will be paid on 31 August 2016.

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

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

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

Outlook

Aega's growth plans are unchanged; the company's ambition is to reach a production capacity of 50 MW within the end of 2017. The 50 MW target will be the company's first milestone.

The management team has worked extensively with screening and evaluation of new investment opportunities. Potential investments that meet the company's investment criteria are abundant, and the management team has now identified new investments with a total production capacity of 12.4 MW where attractive terms are agreed, and preliminary technical and legal screening have been preformed. The company does not see investment opportunities as a limiting factor to the company's growth plans.

Key figures

	Unaudited	Unaudited
(EUR 000')	Q2 2016	Q2 2015
Electricity production (MWh)	2 161	836
Total revenues	662	275
Cost operations	(54)	(38)
Operating profit	608	238
Other costs Italy	(27)	(11)
Managment fee	(126)	(15)
EBITDA Operations	455	212
HQ cost and adm. Cost	(185)	42
Non recurring	(509)	(20)
EBITDA	(239)	234
Net profit	(722)	81
Total Assets	20 141	6 084
Equity (%)	34%	16%
Net interest bearing debt	10 576	4 075

Per share measures:

Earnings	(0.03)	0.01
Stock price end of quarter (NOK)	3.25	NA
Distribution to shareholders in the quarter (NOK)	0.075	0.31
Quarterly yield	2.31%	NA

FINANCIAL REVIEW

On 20 January 2016, Aega ASA (Former Nordic Financials ASA) acquired Aega Yieldco AS in a reverse takeover transaction. For accounting purposes Aega Yieldco AS has been identified as the acquiring party. Therefore, comparison figures are from Aega Yieldco AS's business in Q2 2015. It should be noted that the Aega group in Q2 2015 only had revenues from two solar power parks, while in Q2 2016 the company owns and operates six solar power parks. This means that comparing financial figures quarter to quarter provides limited information on financial performance.

Revenues in Q2 2016 were EUR 662k compared to EUR 275k in the same period last year. The total power production was 2161 MWh, which is 3.1 per cent higher than the seasonally adjusted base case production of 2096 MWh.

Total costs in Q2 2016 were EUR 901k compared to EUR 41k in the same period last year. The company has had non-recurring cost related to new investments and financing activities. Transaction and other non-recurring costs are estimated to EUR 509k.

Net financial income was negative EUR 245k in Q2 2016, compared to negative EUR 88k in Q2 2015. Pre-tax profit was negative EUR 687k in Q2 2016 and the tax charge was EUR 36k, resulting in a net loss of EUR 722k in the quarter compared to a profit of EUR 81k in Q2 2015.

Earnings per share (EPS) was negative EUR 0.030 in Q2 2016, compared to a gain of EUR 0.013 in the same period last year.

The assets on the balance sheet consist of the portfolio of six individual solar parks in Italy, two remaining financial investments and cash bank deposits. The solar parks are financed with bank loans or leasing finance, where the assets of parks are registered as security. The parks are held in separate single purpose companies, and each company has a separate loan financing (ring fenced).

The company had cash and short term deposits of EUR 1 627k at the end of Q2 2016 compared to EUR 370k one year earlier.

Comments on remaining financial investments

The company holds shares in the listed company Wilson ASA. In accordance with the Norwegian Public Companies Act, requiring a majority owner with more than 90 per cent holding to make a compulsory offer to buy the remaining shares, the company has required the majority owner of Wilson ASA to buy the remaining shares. Court proceedings to determine fair value of the shares were held in April 2016 and the court's ruling concluded on a fair value of NOK 10.60 per share, and that Aega shall bear its own and the other party's costs in connection with the proceedings. Aega has appealed the ruling. The company is of the opinion that the fair value should be around NOK 22-23 per share, consistent with Wilson ASA's booked equity. In the accounts, Aega is using a valuation of NOK 10.60 per share and has made a provision for the other party's costs according to the appealed ruling.

The company's other remaining investment, a fixed income bond issued by Polarcus, is held for sale and is valued at market price.

EXPLANATION OF THE ACCOUNTING STRUCTURE OF THE CONSOLIDATED INTERIM REPORT

Company:		2015-01	2015-02	2015-03	2015-04	2015-05	2015-06	2015-07	2015-08	2015-09	2015-10	2015-11	2015-12	2016-01	2016-02	2016-03
AEGA Energy Prima AS	Founded 28.4.2014
Photo-Volt One Srl	Purchased 14.8.14
DT Srl						Consolidated from 1.4.15
AEGA Yieldco AS	Consolidated from 1.11.15
AEGA Energy Seconda AS													Consolidated from 1.11.15
Collesanto Srl													Consolidated from 1.11.15
AEGA Energy Terza AS													Consolidated from 1.11.15
JER-12 Srl													Consolidated from 1.11.15
AEGA ASA (NOFIN)															Consolidated from 20.1.16

Coloured marking signals that the company accounts is included in the group-consolidated accounts.

As illustrated in the timeline above the Q2 report is based on Aega Energy Prima AS being identified as the acquirer of first Aega Yieldco AS and then Aega Yieldco AS as the acquirer of Nordic Financials ASA. This assessment is based on a substance over form consideration. The main argument for having Aega Energy Prima AS and later Aega Yieldco AS as the acquirer is that the shareholders in the acquired company actually gain a material stake in the acquiring company, and the business of the acquired company is the one that prevails. In addition Aega Energy Prima AS has the longest history in the segment of the "new" Aega ASA.

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

AEGA PORTFOLIO AS OF Q2 2016

Photo-Volt One Srl

Montalto
Photo-Volt One Srl
Montalto di Castro
Lazio
997.5
12/8/2011
Ground mounted
Feed-in tariff (€/KWh): 0.242

DT Srl

DT
DT Srl
Terni
Umbria
995.22
8/4/2011
Ground mounted
Feed-in tariff (€/KWh): 0.318

Collesanto Srl

Plant Name:	Porchiano
Company:	Collesanto Srl
Municipality:	Amelia
Council:	Umbria
Power (kWp):	997.6
Connection date:	29/4/2011
Type	Ground mounted
Feed-in tariff (€/KWh): 0.318

Collesanto Srl

Plant Name:	Collesanto Narni
Company:	Collesanto Srl
Municipality:	Narni
Council:	Umbria
Power (kWp):	990
Connection date:	11/1/2011
Type	Ground mounted
Feed-in tariff (€/KWh): 0.318

JER-12 Srl

Plant Name:	Magnacavallo
Company:	Jer-12 Srl
Municipality:	Magnacavallo
Council:	Lombardia
Power (kWp):	992.64
Connection date:	28/6/2012
Type	Ground mounted
Feed-in tariff (€/KWh): 0.167

Piano Mulino Srl

Plant Name:	Piano Mulino
Company:	Piano Mulino Srl
Municipality:	Casoli
Council:	Abruzzo
Power (kWp):	999.58
Connection date:	30.12.2009
Type	Ground mounted
Feed-in tariff (€/KWh): 0.292

Financials

Profit and loss

		Unaudited	Unaudited	Unaudited	Unaudited
(EUR)	Note	Q2 2016	Q2 2015	1H 2016	1H 2015
Feed-In Tariff revenue	1, 7	602 257	231 570	928 710	287 184
Sales of electricity	1, 7	59 456	40 446	122 573	52 378
Other revenue		-	3 399	-	3 399
Revenues	1, 7	661 712	275 416	1 051 283	342 961
Cost of operations	2	(53 852)	(26 875)	(113 012)	(38 612)
Sales, general and administration expenses	2, 8	(338 196)	5 426	(629 848)	(67 332)
Acquisition and transaction costs	2	(508 519)	(19 987)	(1 145 894)	(19 987)
EBITDA		(238 855)	233 980	(837 471)	217 031
Depreciation, amortizations and write downs	3	(202 682)	(64 303)	(405 315)	(103 161)
Other Operating profit before OGL (EBIT)		(441 537)	169 677	(1 242 786)	113 870
Other gains and losses		(78 015)	10 133	(100 248)	13 670
Finance income		(253)	(2 630)	109	4
Finance costs		(113 053)	(42 207)	(186 474)	(59 862)
Net foreign exchange gain/(losses)		(53 721)	(52 959)	(54 138)	428
Profit before income tax		(686 579)	82 015	(1 583 536)	68 110
Income tax gain/(expense)		(35 624)	(846)	(36 317)	630
Profit/(loss) for the period		(722 204)	81 169	(1 619 853)	68 739

Other comprehensive income

Translation differences		(120 424)	(9 733)	1 663	(9 733)
Other comprehensive income net of tax		(120 424)	(9 733)	1 663	(9 733)
Total comprehensive income		(842 628)	71 436	(1 618 190)	59 007
Profit for the period attributable to:
Equity holders of the parent company		(722 204)	81 169	(1 619 853)	68 739
Total comprehensive income attributable to:
Equity holders of the parent company		(842 628)	71 436	(1 618 190)	59 007
Earnings per share		(0.03)	0.013	(0.06)	0.011
Avg. no of shares	11	30 203 849	5 421 210	26 266 945	5 421 210

Balance sheet

		Unaudited	Unaudited
(EUR)	Note	30 Jun 2016	30 Jun 2015
ASSETS
Property, plant and equipment	3	15 045 231	4 684 945
Intangible assets		431 224	-
Deferred tax asset		-	-
Other long term assets		402 568	-
Non-current assets		15 879 024	4 684 945
Receivables	10	812 379	320 559
Other current assets	10	1 822 289	708 879
Cash and short term deposits	5	1 627 318	369 858
Current assets		4 261 986	1 399 296
TOTAL ASSETS		20 141 010	6 084 241
EQUITY AND LIABILITIES
Share capital	11	3 823 384	977 768
Share premium	11	6 879 843	-
Other paid in equity		49 211	53 293
Paid in capital		10 752 438	1 031 061
Accumulated profit & loss Other equity		(3 938 711)	(73 891) -
		-
Foreign Currency translation reserve		104 964	(9 733)
Other equity		(3 833 747)	(83 624)
Total equity		6 918 691	947 437
Long term loans	9	3 103 964	1 835 412
Leasing	9	7 472 468	2 239 165
Other long term debt	9	-	465 419
Total non-current liabilities		10 576 432	4 539 996
Trade payables and other payables		966 314	206 031
Short term financing - interest bearing		730 166	207 504
Derivative financial instruments		949 406	183 272
Other current liabilities		-	-
Total current liabilities		2 645 886	596 807
Total liabilities		13 222 319	5 136 803
TOTAL EQUITY AND LIABILITIES		20 141 010	6 084 241

Oslo, 24 August 2016

Vegard Finstad Knut Øversjøen Grete Sønsteby Göran Mikael Schoultz Solveig Fagerheim Bugge CEO Chairman of the board Board member Board member Board member

Cash flow

Note Q2 2015 Q2 2016 82 015 (686 579) - - 3 64 303 202 682 6 - - (109 358) (319 642) 225 164 628 596 Cash flow from operations (174 943) 262 124 6 (1 200 458) - - Cash flow from investments (1 200 458) 2 530 961 - (220 629) (36 782) - - (131 329) (236 864) 2 179 004 (273 647) 944 141 391 114 (120 424) (9 733) 803 603 (11 522)			Unaudited	Unaudited
	(EUR)
	Ordinary profit before tax
	Paid income taxes
	Depreciation
	Write down
	Changes in trade receivables and trade payable
	Changes in other accruals
	Acquisition of subsidiary, net of cash acquired
	Proceeds from issue of share capital
	Dividends or shareholder distributions
	Proceeds from new loans
	Repayment of loans
	Cash flow from financing
	Cash at beginning of period
	Net currency translation effect
	Net increase/(decrease) in cash and cash equivalents
	Cash at end of period	5	1 627 320	369 858

Change in equity

(EUR)	Share capital	Share premium fund	Other paid in equity	Other equity	Foreign Currency translation reserve	Total equity
Equity as at 31 December 2015	60 442	5 232 154	(260 655)	(364 555)	223 726	4 891 112
Acqusition NOFIN, inc. Increase denomination	2 845 745	110 039	309 866	(2 561 707)		703 943
Dividends or distribution to shareholders		(296 743)				(296 743)
Capital increase 30.5.2016	917 197	1 834 393				2 751 590
Profit (loss) After tax				(1 619 853)		(1 619 853)
Other comprehensive income					(118 761)	(118 761)
Policy changes and other				607 403		607 403
Equity as at 30 June 2016	3 823 384	6 879 843	49 211	(3 938 712)	104 965	6 918 691

	Share	Share	Other	Other	Foreign Currency translation	Total
(EUR)	capital	premium fund	paid in equity	equity	reserve	equity
Equity as at 31 December 2014	977 768	-	139 822	(23 494)	-	1 094 096
Dividends or distribution to shareholders			(60 920)			(60 920)
Profit (loss) After tax				68 739		68 739
Other comprehensive income					(9 733)	(9 733)
Policy changes and other			(25 609)	(119 137)		(144 746)
Equity as at 30 June 2015	977 768	-	53 293	(73 892)	(9 733)	947 437

Note 1: Summary of significant accounting policies

Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Munkedamsveien 35, NO-0250 Oslo, Norway. Aega Energy Prima AS was the first company in the group, and was founded on 28 April 2014. Aega ASA owns and operates 6 photovoltaic power plants in Italy, and has as its business to invest in photovoltaic power plants in Italy.

Basis for preparation of the interim financial statement

These condensed interim consolidated financial statements are prepared in accordance with recognition, measurement and presentation principles consistent with International Financing Reporting Standards as adopted by the European Union ("IFRS") for interim reporting under International Accounting Standard ("IAS") 34 Interim Financial Reporting. These condensed interim consolidated financial statements are unaudited.

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

The group's presentation currency is the Euro (EUR) and the parent company's functional currency is the Norwegian Krone (NOK). Balance sheet items in the group companies with a functional currency other than EUR are converted to EUR by applying the currency rate applicable on the balance sheet date. Currency translation differences are booked against other comprehensive income. Income statement items are converted by applying the average currency rate for the period. The interim financial report is prepared under the assumption of going concern.

We refer to the Q1 report for a full overview of the accounting principles applied by Aega ASA.

Key risk factors

There has not been any significant change in the risk exposures or the risks and uncertainties described in the Q1 report.

Note 3: Property plant and equipment

Note 2: Operational cost breakdown

	AEGA	AEGA
(EUR)	H1 2016	H1 2015
Revenues	1 051 283	342 961
Cost of operations	(113 012)	(38 612)
Land rent	(3 500)	(3 500)
Insurance	(20 263)	(5 508)
Operation & Maintenance	(67 500)	(20 548)
Other operations costs	(21 749)	(9 056)
Sales, General & Administration	(629 848)	(67 332)
Commercial management	(20 653)	(4 595)
Accounting, audit & legal fees	(76 447)	(3 061)
IMU tax	(12 321)	(8 517)
AEGA Solar management fee	(243 772)	(19 334)
Other administrative costs	(276 655)	(31 824)
Acquisition & financing cost	(1 145 894)	(19 987)
Acquisition transaction costs	(655 239)	-
Funding & IPO costs	(374 062)	-
Other non-recurring items	(116 593)	(19 987)
EBITDA	(837 471)	217 031

Value at 30 June 2015	1 918 774	2 619 243	146 928	4 684 945
Depreciation	(61 799)	(37 268)	(4 095)	(103 162)
Additions	-	2 656 511	-	2 656 511
Power plant 31 Dec 2015	1 980 573	-	151 023	2 131 596
(EUR) Q2 2015	Photo-Volt One S.r.l	DT S.r.l	Other	Total

(EUR) Q2 2016 Photo-Volt One S.r.l DT S.r.l Collesanto S.r.l JER-12 S.r.l Piano Mulino S.r.l Other Total Power plant 31 Dec 2015 1 854 346 2 544 708 5 239 877 1 374 978 - 1 682 724 12 696 633 Additions - - - - 2 501 501 252 411 2 753 912 Depreciation (61 896) (74 535) (156 381) (59 410) - (53 093) (405 315) Value at 30 June 2016 1 792 450 2 470 173 5 083 496 1 315 568 2 501 501 1 882 042 15 045 231

Power plants are depreciated over the feed-in tariff period of 20 years.

Note 4: Group structure

Note 5: Cash and cash equivalents

(EUR)	Q2 2016	Q2 2015
Cash Norway	1 162 775	12 883
Cash Italy	364 543	256 975
Restricted cash Italy	100 000	100 000
Total cash	1 627 318	369 858

Note 6: Purchase price allocations

Purchase price allocation Piano Mulino S.r.l

	Fair value recognised
EUR (unaudited figures)	on Acquisition
Current assets & liabilities	(27 845)
Cash, bank & securities	-
Receivables	132 752
Inventories, advances to suppliers etc.	2 768
Accounts Payable and Accrued Liabilities	(83 760)
Tax withholdings, public fees, payroll tax, etc.	(79 605)
Other current liabilities	-
Long term positions	1 227 845
Deferred tax	(66 628)
Powerplant, equipment and land	2 938 290
Derivative agreement	(40 712)
Long term financing	(1 603 104)
Assets identified for acquisition	(1 200 000)
Paid for corporate capital at closing	(960 000)
Paid into escrow	(240 000)
Consideration not allocated	-

Acquisition of Piano Mulino S.r.l

Aega ASA acquired Piano Mulino S.r.l in its entirety on 24 June 2014. The acquisition amount was EUR 1 200k for the corporate capital. The payment for the corporate capital was divided in two payments EUR 960k at closing and EUR 240k was paid into escrow. For accounting purposes the takeover date has been adjusted to 30 June 2016.

Note 7: Power production

Power production kWh	Q2 2016	Q1 2016	Q1 2015	Q2 2015	Q3 2015	Q4 2015	FY 2015
Photo-Volt One S.r.l	451 772	253 638	229 809	406 535	448 461	213 074	1 297 879
DT S.r.l	408 051	245 328	-	429 523	442 588	219 652	1 091 763
Collesanto S.r.l	864 215	508 619	-	-	-	477 666	477 666
JER-12 S.r.l	437 307	243 325	-	-	-	85 995	85 995
Piano Mulino S.r.l	-	-	-	-	-	-	-
Total	2 161 345	1 250 910	229 809	836 058	891 049	996 386	2 953 303
Base Case 1 Power production kWh	Q2 2016	Q1 2016	Q1 2015	Q2 2015	Q3 2015	Q4 2015	FY 2015
Photo-Volt One S.r.l	395 658	178 512	179 409	397 646	452 761	174 361	1 204 177
DT S.r.l	414 013	256 599	-	416 093	429 321	231 275	1 076 689
Collesanto S.r.l	858 926	561 427	-	-	-	468 422	468 422
JER-12 S.r.l	427 840	150 287	-	-	-	85 217	85 217
Piano Mulino S.r.l	-	-	-	-	-	-	-
Total	2 096 437	1 146 824	179 409	813 739	882 082	959 275	2 834 505

¹ Base case: Historic seasonally adjusted production. The company estimates that the production is reduced by 0.5 per cent yearly due to degradation of the solar modules.

Note 8: Related party transactions

Aega Solar AS owns approximately 12.77 per cent of Aega ASA.

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

As consideration for the services provided Aega ASA will pay:

• A fixed base fee of NOK 3 Million a year, until the time Aega ASA has made equity investments of at least NOK 500 Million
• A variable fee of 2.5 per cent per year of invested equity in solar parks acquired after the signing of the management agreement
• A success fee of 23 per cent of cash flow exceeding 7.5 per cent of invested equity per year
• Management fee of 1 per cent per year of enterprise value of solar parks acquired before the date of signing of the new management agreement.

According to the agreement the parties should renegotiate the agreement when the first of the following occur: (i) Aega ASA has made equity investments of more than NOK 1 Billion or (ii) 31 December 2017.

	Management fee	Management fee
EUR	H1 2016	H1 2015
AEGA Solar managment fee	(79 600)	(19 334)
AEGA Solar basefee	(164 172)	-
Others	-	-
Total	(243 772)	(19 334)
	Balance	Balance
EUR	30 June 2016	30 June 2015
AEGA Solar	236 256	(6 449)
Total	236 256	(6 449)

As of 30 June 2016 Aega ASA has a receivable of EUR 402k towards Aega Solar AS. This amount is related to coverage of cost related to listing of Aega Yieldco AS and split of other fees related to capital raising. Accrued and unpaid management fee was EUR 164k. Thus Aega ASA has a net receivable of EUR 236k against Aega Solar AS.

Note 9: Financing overview

	Financial liabilities at	Financial liabilities at
Financial liabilities:	30 Jun 2016	30 Jun 2015
Secured long term loans	3 103 964	1 835 412
Obligations under finance leases	7 472 468	2 239 165
Other long term debt	-	465 419
Trade and other payables	966 314	206 031
Current interest bearing loans and
borrowings	161 118	87 481
Current leasing	569 048	120 023
Other current loans	949 406	183 272
Total	13 222 318	5 136 803
Total current	2 645 886	596 807
Total non-current	10 576 432	4 539 996

Note 10: Trade receivables and other current assets

Trade receivables are mainly accrued feed-in tariff. 90 per cent of the feed-in tariff on historical production is normally paid within 60 days, whereas surplus actual production is paid in June/July in the following year.

EUR 1.1m of other current assets are outstanding tax and VAT receivables.

Note 11: Shares and shareholder information

	30 Jun 2015
A Shares AEGA Prima Energy AS	3 000
B Shares AEGA Prima Energy AS	1 060 000

Equal in AEGA ASA shares1 5 421 210

¹ Shares in Aega Prima Energy are recalculated based on the transaction value in the reverse takeover of Aega ASA.

	30 Jun 2016
AEGA ASA Shares	35 890 957

AEGA ASA has only one shareclass.

Largest 20 shareholders as of 30 June 2016:

Shareholders	Shares	Percentage
AEGA AS	4 582 534	12.8%
BEARHILL INC AS	2 615 034	7.3%
THORVALD MORRIS HARALDSEN	1 605 333	4.5%
TORE SÆTREMYR	943 694	2.6%
JAN STEINAR NEREM	919 724	2.6%
LJM AS	867 890	2.4%
MOGER INVEST AS	867 890	2.4%
OLAV VESAAS	710 141	2.0%
TORSTEIN SØLAND	668 890	1.9%
PENTHOUSE MIRADORES AS	666 667	1.9%
MORO AS	666 667	1.9%
FINN STRØM-RASMUSSEN	666 667	1.9%
RACCOLTA AS	595 840	1.7%
CLEAR THOUGHT AS	551 833	1.5%
JAN P HARTO AS	507 841	1.4%
ROALD ARNOLD NYGÅRD	500 000	1.4%
VIA GLORIA AS	500 000	1.4%
BETONGCONSULT EIENDOM AS	484 610	1.4%
FIN SERCK-HANSSEN	468 224	1.3%
MAGNOLIA SYSTEM AS	450 667	1.3%
Total 20 largest shareholders	19 840 146	55.3%
Aega ASA outstanding shares	35 890 957	100.0%

Responsibility statement

We confirm to the best of our knowledge that the condensed set of financial statements for the period 1 January 2016 to 30 June 2016 has been prepared in accordance with the IAS 34 "Interim Financial Reporting" and 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 interim report includes a fair review of any significant events that arose during the six-month period and their effect on the half-yearly financial report and any significant related parties' transactions. The report includes, to the best of our knowledge, 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 company.

Oslo, 24 August 2016

√egard Finstad
CEO

Note 12: Subsequent events

Two company subsidiaries were notified with tax claims relating to pre-acquisition tax liabilities during the quarter. The total amount of the tax liabilities is EUR 630k. The company is of the view that the share purchase agreement signed between the company and the seller of the affected subsidiaries covers said liabilities. No provisions are made in the Q2 accounts because the company expects the seller to cover the liabilities.

CEO Chairman of the board Board member Board member Board member

Vegard Finstad Knut Øversjøen Grete Sønsteby Göran Mikael Schoultz Solveig Fagerheim Bugge

Investor contact

Vegard Finstad CEO Mob: +47 911 92 132 E-mail: vegard@aega.no Web: www.aega.no

Munkedamsveien 35 N-0250 Oslo