Nordic Financials ASA — M&A Activity 2016

Jan 20, 2016

Signed share purchase agreement to acquire 100% of the shares in Aega Yieldco AS

Signed share purchase agreement to acquire 100% of the shares in Aega Yieldco AS

Oslo, Norway, 20 January 2016

Aega ASA (OSE: NOFIN, "NOFIN"), which is in the progress of

changing its name from Nordic Financials ASA, has on 20

January 2016 entered into a definitive agreement to purchase

100% of the shares in Aega Yieldco AS (the "Company") from

the existing shareholders of the Company for a consideration

of approximately NOK 75.5 million with settlement in NOFIN

shares valued at NOK 3.00 per share.

According to the resolutions passed at the extraordinary

general meeting held on 18 January 2016, NOFIN's share

capital will be increased by NOK 25,151,275 by issuing

25,151,275 new shares (the "Consideration Shares")

subscribed by the Company's shareholders. As a result of the

subscription of the Consideration Shares, ownership of all

outstanding shares in the Company will be transferred to

NOFIN as contribution in kind. Registration of the new share

capital with the Norwegian Register of Business Enterprises

is expected to take place on or about 21 January 2016. The

Consideration Shares are expected to be transferred to the

VPS accounts of each individual subscriber on or about the

same date, and are expected to be listed on Oslo Axess after

the publication of an information document controlled by the

Oslo Stock Exchange in accordance with continuing

obligations section 3.5.2 to 3.5.5. The information document

will be published at the latest before the markets open on

the 30th trading day after the share purchase agreement was

entered into. The Consideration Shares will be placed on a

separate ISIN until the information document has been

published.

After completion of the transaction the share capital of

NOFIN will be NOK 27,360,295 divided into 27,360,295 shares,

each with a par value of NOK 1.

Following the acquisition of the Company, the business

operated by the Company will constitute NOFIN's main

activity after the transaction, in accordance with to the

revision of the Articles of Association that was adopted at

the extraordinary general meeting held on 18 January 2016.

The Company is a solar utility company that acquires and

operates solar power plants. The Company currently owns a

portfolio of five individual solar parks in the Umbria and

Lazio regions in Italy with a combined production capacity

of 5MW. The Company focuses on acquisitions of smaller

existing solar parks (below 5MW capacity), strictly with top

level AU (autorizzazione unica) concessions that are

evaluated by the Company to be the strictest concessions

thereby contributing to lower risk investments. The Company

targets to reach a total production capacity of 50MW within

the next two years by taking advantage of the current

attractive market for secondary solar parks meeting the

strict investment criteria.

The Company has a highly experienced management team with

credentials from leading companies in the solar sector. The

team has been present in the Italian solar market since

2003. The Company has a strong on ground operational focus

and contributes to value enhancement of its investments

through delivering best in class asset performance and

effectivity for the solar parks.

The company was incorporated in Norway on 14 October 2015

with organisation number 916 192 134, and is a Norwegian

private limited liability company organized under the laws

of Norway. As the Company has newly been incorporated, it

has not issued any annual accounts, but had balance sheet

items in the amount of approximately NOK 46 million as of 23

November 2015 in accordance with an audited interim balance

sheet. The predecessor to the Company was established in

November 2013 and has since its inception acquired five

parks and delivered consecutive quarterly dividends to its

shareholders the last five quarters. The Company has its

operating offices in Oslo, Norway and Trento, Italy.

The Company is structured as a holding company of unique

Special Purpose Vehicles (SPVs) being the beneficial owners

of the solar parks. The board of the Company exists of Knut

Øversjøen (Chairman of the board), Ida Helliesen (Board

member) and G. Mikael Schoultz (Board member). The executive

management exists of Håvard Lillebo (CEO), and the Company

has no other employees. All administrative, technical and

commercial services will be conducted by Aega Solar AS, reg

no 912 754 626, through a management agreement on market

terms.

For further information, please contact:

Håvard Lillebo,

CEO Aega Solar AS

+47 99 62 41 40, havard@aega.no

Swedbank Norway, branch of Swedbank AB (publ), acts as sole

financial advisor to the Company and

Advokatfirmaet Schjødt AS acts as the Company's legal

counsel in connection with the transaction.