Nordic Financials ASA — Share Issue/Capital Change 2017

Nov 24, 2017

Private placement and rights issue raising gross proceeds of up to NOK 45 million

Private placement and rights issue raising gross proceeds of up to NOK 45 million

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.

Private placement and rights issue raising gross proceeds of up to NOK 45 million

(Oslo, Norway, 24 November 2017)

AEGA ASA ("AEGA" or the "Company") is pleased to announce that the Board of Directors of the Company has resolved to propose that the Company's extraordinary general meeting expected to be held on or about 18 December 2017 (the "EGM") approves a private placement of new shares raising gross proceeds of NOK 35 million through the issuance of 50,000,000 new shares at a subscription price of NOK 0.70 per share (the "Private Placement"). The Private Placement will be subscribed by a group of 22 investors (collectively the "Subscribers").

Furthermore, the Board of Directors of the Company has resolved to propose to the EGM that the Company carries out a subsequent rights offering raising gross proceeds of up to an additional NOK 10 million through the issuance of up to 14,285,714 new shares at a subscription price of NOK 0.70 per share and with transferrable subscription rights to subscribe for and be allocated the new shares for the shareholders in the Company as per the end of the date of the EGM (the "Rights Issue"). The Rights Issue will not be underwritten. Certain employees of the Company and members of the Board of Directors of the Company have an intention to subscribe for shares in the Rights Issue.

In addition, the Board of Directors proposes that the EGM approves to issue a total of 25,000,000 warrants to the Subscribers (the "Warrants"). One Warrant shall give the right to subscribe for one share in the Company at a strike price of NOK 1.10 per share. The Warrants may at the holder's discretion be exercised, fully or partly, at any time during the four 15 consecutive business day periods commencing from the date of the public announcement of the Company's quarterly reports for the first, second, third and fourth quarter of 2018, respectively. The Warrants shall be non-tradable and shall be adjusted for share splits, rights offerings (other than the Rights Issue), dividends, etc. in accordance with market practice.

The Board of Directors has for a period of time explored the possibilities of securing required financing of the growth ambitions of the Company. Based on such efforts, the Board has concluded that the above mentioned proposal is in the best interests of the Company and its shareholders and that the existing shareholders through the Rights Issue will be provided with a satisfactory opportunity to subscribe new shares in the Company (or alternatively realise the value of their subscription rights through a sale of the rights during the subscription period for the Rights Issue). None of the Subscribers are currently shareholders of the Company.

The Private Placement, the Rights Issue and the issuance of Warrants are governed by a Subscription Agreement entered into between the Company and the Subscribers and are conditional upon approval of all of the resolutions by the EGM and that EGM also approves a reduction of the Company's share capital through a reduction of the par value of the shares to NOK 0.70 per share.

The payment date for the Private Placement is expected to be on or about 21 December 2017, and the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the new shares are expected to be completed on or about 5 January 2018. The new shares issued in the Private Placement will be registered on a separate ISIN pending the approval and publication of a prospectus for listing of the new shares by the Norwegian Financial Supervisory Authority. The prospectus will also serve as an offer document for the Rights Issue. The subscription period for the Rights Issue will commence after the approval and publication of the prospectus, expected to take place early February 2018.

The Company has appointed SpareBank 1 Markets AS as Lead Manager for the Private Placement and the Rights Issue, and Pioner Kapital AS as Co-Lead Manager for the Rights Issue. Advokatfirmaet Thommessen AS is acting as the Company's legal counsel.

ABOUT AEGA

AEGA is a solar utility company listed on Oslo Axess (ticker: AEGA) that acquires and operates solar power plants. The Company currently owns and operates a portfolio of seven individual solar parks in the Umbria, Lazio, Abruzzo, Emilia-Romagna and Lombardia regions in Italy with a combined production capacity of 7MWp, corresponding to an annual electricity production of approximately 9,5GWh. The Company focuses on acquisitions of smaller existing solar parks (between 1-5MWp capacity), following strict investment criteria and targets to reach a total production capacity of 20MWp in the foreseeable future by taking advantage of the current attractive market for secondary solar parks in Italy. The predecessor to the Company was established in November 2013 and has since its inception acquired seven solar parks. The Company has its operating offices in Oslo, Norway and Trento, Italy, and is structured as a holding company of unique Special Purpose Vehicles (SPVs) being the beneficial owners of the solar parks. AEGA has a highly experienced management team with credentials from leading companies in the renewables sector. The Company has a strong on-ground operational focus and seeks to create value enhancement of its investments through delivering best in class asset performance and efficiency for the solar parks. AEGA's goal is to ensure steady, competitive yields to its investors through investments in solar power plants.

FOR MORE INFORMATION, PLEASE CONTACT:

Markus H. Enge | +4740064820 | mhe@aega.no

Rolf M. Normann | +4791344134 | rmn@aega.no

IMPORTANT INFORMATION

This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the Company (the "Shares") in the United States, Norway or any other jurisdiction. The securities mentioned herein, including the subscription rights to subscribe for Shares (the "Subscription Rights"), have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). Neither the Shares nor the Subscription Rights may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Any sale in the United States of the Shares or the Subscription Rights mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act pursuant to transactions exempt from, or not subject to, the registration requirements of the Securities Act.

Any offering of securities in the Rights Issue will be made by means of a prospectus to be published that may be obtained from the Company once published, and that will contain detailed information about the Company and its management, as well as financial statements. These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors in the Rights Issue should not subscribe for any Shares or acquire any Subscription Rights referred to in these materials except on the basis of information contained in the prospectus.

In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.

In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Sparebank 1 Markets AS and Pioner Kapital AS are acting for AEGA and no one else in connection with the Rights Issue and will not be responsible to anyone other than AEGA for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue and/or any other matter referred to in this communication.

This communication and any materials distributed in connection with this communication may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect AEGA's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.