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Cloudberry Clean Energy ASA

Investor Presentation Jun 1, 2021

3571_iss_2021-06-01_9a04d240-6455-4c25-b471-17b3385fbc96.pdf

Investor Presentation

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Company Presentation

1 June 2021

Important information (1/2)

  • · This company presentation ('has been prepared by Cloudberry Clean Energy ASA (the "Compony") ond its subscribitions (together the "Group") and is mode soler for information purposes. This Presentation to by , sell a atherwise transat with any securites issued by a pertaining to the Company or any member of the Group
  • · These materials are not intended for distribution where such distribution or use would be contray to locallaws or regulations and by accepting these materials, each Recipient contrasention of an without contravention of an unfulfilied registration requirements a other legal or regulatory restrictions in the iurisdicin'n which such resides or conducts business in member states of the European Economic Are ("EEA"), the materials are directed of persons, who are "qualified in Article 2(e) of the Prospectus Regulation (EU) 2017/129, as amended) ("Qualified Investor"), and in the United Kingdom only at () persons hoving to investments who fall within the definition of "investment professionals" in Article 1957 of the Financial Services and Markets Act 2005 (the "Order") or (il) high net worth entities falling within Article 492(c) to (i) of the Order, or (ii) other persons to whom it may otherwise to . The materials do not constitute on offer to sell, a o solicitation of an offer to purchase, any securities in the United States, and the securities and will at be registered under the U.S. Securities Act of 1933, as amended the "Securities Ast" (and may not be offered or sold within the United on an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The materials are not for general distribution in or into the United on your areasonably believed to be a "qualified institutional buyer", as defined in the Securities Act
  • · This Pesentation may include for ward-looking statements with respect to tuture events and financial and operational performance. These forward-looking statements may be ise of forward-looking termindogy. These forwards are not historic facts. Readers of this Presentation is cautioned that forward-oche not guarantees of that the Company's coud financial position, percults and liquidty, and the development of the Company operates, may differ materially from those made in cr suggested, by the foward-looking statements contained in this Presentation. The Company connections, beliefs or current expectations upon which its forwards are based will ccur. By their nature, forward-looking states subject to, known ard unknown isks, uncertainties and assumptions os they relate to events and depend on circumstones that may or noy not cocur in the future. Because of these incertaintes and assumptions, the outcome may differ materially from those set out in the forward-looking statements statements steak only as of the date on wrich they are made. The Company undertakes no obligation to publicly update or public levise any forward-hoking statement, whether as a result of new information, future events or otherwise

Important information (2/2)

  • · No representation or varianty, expess or impliance should be placed on, any information, including but not imited to projections, estimbes, targets and opinans, contained herein, and ho responsibility whatsever is accepted as to any errors, on missions or misstatements contained herein. Acording y neither the Company, any of its subsidiary, or the Compan's officers or employees accepts any responsibility on ideblity whatsover arrisng directly or indirectly from the use of this Presentation and the information contained herein
  • · All information set forth in the Presentation and without notice. In making the Presentation public the Company undertakes no obligation to provide additional information or to make updates the in the Presentation should be considered in the context of the crounstances prevailing at the date hereof and has not been and will not be updated to reflect material developments which may ocur after such adte
  • · The Pesentation and the information constitute or form a part of and hot be construed as an offer for sale of suication or invitation of any offer to subscribe for or purchas issued by the Company. The distribution of this Presentation may be restricted by low in certain jurisdicions ond persons into in election comes should inform themselves about, and observe, any such restriction. Any faily a ch restrictions may constitute a vialation of any such jurisdiction. The Company shall have no responsibility for any such vidations
  • · Investing in the Company involves inherent risks. Please in this Presentation for a description of risk factors

Introduction to Cloudberry

Cloudberry owns, operates and develops Nordic renewables

Local owner, developer and operator of renewable power assets in the Nordics

Large production portfolio, with both hydro and wind assets

Large and growing development backlog and pipeline

Solid development track record - 11 projects developed over the last decade

Aim to be a substantial contributor to the green energy transition

Resolved to proceed with plan to uplist to the Oslo Stock Exchange's main list during Q2-2021

Diversified and growing portfolio of Nordic hydro and wind power assets

In production

Note: (1) holdes assets currently owned by Coudberry and assess where the cssets will be transferred to Coudberry upon completion of the construction. Includes 3.4% owned today, option to own 33.4% unil 30 June 2021); (2) houdes ownership of 20% of Vänen project (20 WV / 70 GWhret to Clouderry), Durialler with (16 GM) project (construction permit) - Cloudberry has grid copacity permit for 30 MV / 82 GWh, but has applied for increased grid capacity to match construction permit. Source: Cloudberry

The value creation happens in both of our two business segments

Keep selected assets

Note: (1) Includes ownership of 20% of Vinet to Cloudberry). Duvhällenwind farm included as 60 MW project (construction permit) – Cloudberry has grid capacity permit for 30 MW, but has applied for increased grid capacity to match construction permit Source: Cloudberry

7

Capability to develop & own - Target to transact at maximum value

00 Note: (1) holudes ovnership of 20% of Vänern project (20 MV net to Clouderry). Durhällen wind farm included as 60 MW project (construction permit) – Cloudberry hos grid capacity permit for 30 MW, but has applied for increased grid capacity to match construction permit Source: Cloudberry

Constructing Odal windfarm alongside tier 1 partners

  • · Option to increase ownership from current 15% to 33.4% during Q2-2021
    • o Option exercisable until 30 June 2021
  • · Equity investment of additional NOK 70 million in Odal windfarm following successful placing of EUR 90 million project debt(1)(2)
    • o Project partners agreed on somewhat lower level (40% of project capex vs. originally estimated 50%) and increased cash reserve/buffer
    • Expected equity IRR unchanged at 12% due to highly attractive amortization profile and low and fixed interest rate with >20-year maturity
  • · Received approval for construction extension to 30 June 2022
    • o Mitigate risk of Covid-19 travel restriction related delays
    • o Not expecting any delays from original schedule
  • · Turbine installation and production start planned for H2-2021 and H1-2022, respectively
  • 34 turbines (23 at Songkjølen and 11 at Engerfjellet)
  • ~3 225 wind hours (estimated by Kjeller Vindteknikk)

0

Note: (1) Figure assuming 33.4% owned today, option to own 33.4% until 30 June 2021); (2) Approx. NOK 30m at 15% ownership level Source: Cloudberry

Value of first shallow-water wind project crystallised

The Vänern Project

  • Signed share purchase agreement and shareholder agreement with Downing LLP for construction and ownership of 100 MW nearshore, shallowwater windfarm in Lake Vänern, Sweden
  • Close proximity to existing shallow-water windfarm and infrastructure
  • Expected value realization (sales value) of NOK ~3m/MW (NOK ~300m), including project development fee(3)
    • · ~1/3 of value expected to be paid in 2021 (at expected FID)
    • · Remaining ~2/3 to be paid at project commissioning in 2023(3)
  • Cloudberry to re-invest to keep ~20% ownership in the project
  • · Procurement and overall project progressing well COD expected in 2023
  • 10 Note: (1) Net copolity to Claudberry at 20% ovnership (100 MV); (2) Includes value realizction to Cloudberry of NOK -300m; (3) Based on terms in share purchase agreement. Subject to actual costs and that the find investment decision is being made. Popected 2028 Source: Cloudberry

Wind development in Sweden's largest lake

Becoming a substantial developer of shallow-water wind

  • · Ambition to develop 2.5 GW offshore wind power in the Baltic Sea area by 2030
  • Currently working on consultation papers and conducting meetings with local stakeholders - focus on 4 shallow-water projects that represent a combined installed capacity of 1,200-1,500 MW
  • · Under the current scheme, offshore wind power projects are granted with indefinite environmental permits
  • · In a unique position to leverage knowledge and experience from Vänern project on further shallow-water developments
    • Focusing on projects with similar characteristics/shallow-water lower capex and risk than floating/deep water offshore projects

Overview of the offshore development process

Focus on shallow-water wind licensing in the Baltic Sea

Positive Nordic power market outlook

Power price forecasts 2030-2040 (NOK (øre)/kWh)

Market development YTD-2021:

Very positive price development; average monthly Nordic system price of EUR 41.2/MWh (Jan-Apr 2021)

Long term market development:

Statnett expecting ~40% increase in Nordic power consumption by 2040, largely due to electrification of power intensive industries, as well as new industries (hydrogen, battery, data centers)

Ambitious climate goals will lead to a reduction in fossil fuels consumption

Statnett expecting doubling of European power consumption by 2050 – with most to be met by solar and wind (which are expected to grow tenfold)

Power price hedging strategy:

  • Flexibility to secure up to 75% of future electricity generation through PPAs/forward market
  • Focused on finding the right balance between attractive fixed prices and . merchant exposure in the Nordic market
  • Currently have PPA for Røyrmyra windfarm continuously considering . pricing strategy for remainder of production portfolio

Integrating sustainability into our business strategy and operations

  • · Strengthened our sustainability management
  • · Initiated assessment of our climate related financial risks and opportunities (TCFD)
  • · Reporting on carbon emissions following the guidelines in the Greenhouse Gas Protocol (GHG)
  • · Sustainability in figures (2020):

  • · Delivering renewable energy solutions, contributing positively to an overall reduction in emissions
  • Note: (1) Scope 1, 2 and 3, EU-27 electricity mix (IEA 2020) and only based on actual 13 production in 2020 (21 GWh) Source: Cloudberry

Our strategies for growth and value creation in the Nordics

Contemplated private placement

Use of net proceeds from contemplated private placement

1 Construction of in-house windfarm project Hån:

o Civil works targeted to commence in H2-2021, with estimated equity financing requirement of NOK ~160 million. Final ratification of power export agreement expected shortly

2 Construction of in-house windfarm project Duvhällen:

  • o Applied for increased grid capacity to match construction permit of 60 MW / 165 GWh (currently 30 MW / 82 GWh) – civil works expected to commence following receipt of increased grid capacity permit (expected 2022), with estimated equity financing requirement of NOK ~310m
  • Investing additional equity of NOK 70 million in Odd windfarm (at 33.4% ownership level) at expected equity IRR of 12%
  • Several actionable M&A options available that could be executed near-term, including strategic opportunities, development assets and production assets across hydro and wind, in addition to funding of accelerated development of project portfolio, working capital and general corporate purposes

Progressing our near-term, highly attractive in-house developments

17

Hån windfarm planned to be constructed for production portfolio

Production Capacity
74 GWh 21 MW
Estimated equity IRR Estimated COD
12% 2022
  • · Civil works targeted to commence H2-2021
    • Following final ratification of power export agreement which will allow produced power to be exported to Norway
  • · Project capex estimated to NOK 320m
  • · Estimated equity IRR well above company targets
  • · Low risk project with ideal size and location
  • Final negotiations ongoing with well known European turbine supplier (4-5 WTGs)
  • Substation/infrastructure in place from Marker windfarm (Cloudberry developed project)

Marker windfarm (handed over to BKW in May 2020)

Duvhällen windfarm planned to be constructed for production portfolio

Production Capacity
165 GWh 60 MW
Estimated equity IRR Estimated COD
12% 2023
  • · Civil works targeted to commence in 2022
    • Following expected approval of increased grid capacity to match construction permit of 10 turbines (60 MW)
  • · Project capex estimated to NOK 620m
  • · Estimated equity IRR well above company targets
  • · Low risk project with attractive size and location
    • Flat land plot close to existing infrastructure

Duvhällen land plot

Hän and Duvhällen will increase the net secured production portfolio capacity by 63%

Net secured production(1)

Net secured production incl. organic opportunities(2)

Note: All figures presented as net figures / proportions of the may once by Cloudery and ossets where firm agreements have been made and where the ssets will be transfered to Charaction. Existing net secured production (production includion, including 33,4% 20 ownership of Odd windfarm (15% ovned today, option to 20% ownership of Vänen project (20 MW net to Cloudberry); (2) Net seared production plus capacity from Hån and Duvhällen Source: Cloudberry

Delivering on our growth strategy

  • · Unique Nordic renewables platform
  • · Substance production portfolio increased ~7x from 2020 to 2021
  • · Project portfolio progressing well Hån and Duvhällen projects offering double digit equity returns and 63% increase in net secured production capacity
  • · Several actionable M&A options that could be executed near-term
  • · Nordic power prices well above Company estimates in 2021
  • Uplisting to the Oslo Stock Exchange's main list

Note: Reference to production portfolio includes assets currently owned by Cloudberry and assets where firm agreements have been made and where the assets will be transferred to Cloudberry upon completion of the construction Source: Cloudberry

Risk Factors

Risk factors (1/13)

Investing in Cloudberry Dean Enerent risks. Before making on investment desison, investors should carefully consider the risk forcus and al information contained in this Company Pesentation. The risks and uncertaintes described in this Company Presentation are the pricipal known isks and uncertaintes fore Carpony and its subscription of this Carpory Presentation the Company beleves are the material risks relevant for an investment in the Compony is suitable only for investors who unterstand the risks casociated with this type of investment and who can afford a loss of all or part of the absence of a negative past experience ossociaed with a given that the risk and uncertainties described herein should not be considered prior to making an investment decision.

If any of the risks were to materialize incumstances, it could have a material and adverse effect on the Group and or its business, financial condition, results of perations, ash flow and cause a decline in the value of the Company's shares that could result in a loss of all a part of any investment in the Company's shares. The risks and uncertainties described below are not the Group may face.

Additional risks and uncertainles that the Campany contracted or that are currently not known to the Company, may also have a material adverse effect on its business, financial of operations and cash flow. The risks are presented below is rati intented to are includion of the Rellinod of their occurrence nor of their severity or significance.

The risk froctors described in this Company Presentation a limited number of categories, where the Company has sought to place on the most appropriate category based on the nature of the list of risk foctors should not be perceived as a ranking of importance, and it is not exhaustine. The risks mentioned herein could materialize individually or cumulatively.

Market related risks

· The power industry is a highly regulated sector and thus subject to political risk

The pover industry is publicy regulations may change over time. Thus, there is political risk of investments in the renevable and infrastructure industries in the Nordic countries.

Risk factors (2/13)

· The revenues from sale of electricity, electricity certificates and guarantees of origin are subject to price risk

Sole of electricity Certificates and Gurantees of Origin constitutes a material share of the Group's producing power plants depends on the volume and pross of the Electricity Certificates and the Guarantees of Origin. Although some of the sale ville based on fixed pice purchase agreements, the majority of the uposed to price risk related to electricity sold at spot ates, the market price for Electricity Certificates and the naket of Origin. The Group has entered into fired price contracts for sale of the production of Reymyra Vindbork AS, which overs the period until the end of 2021. The remaining part of the market prices for elections in the market prices for electricity Centrical sun Guarantees of Origin, unless new fixed terms agreements are entered into.

Electricity prices are inter alia dependent on substitute or call as e.g. oil, gas and only prices, but also dependent on metrologioal conditions, CO2 pricing and other supply and demand factors going into the market price of electricity.

· The Electricity Certificate scheme is subject to political risk

The Electricity Certification scheme with intertion of increasing the renewable power generation in Nowoy and Sweden. New renevable pover generation in Norway and Sweden, which commence within the end increatificates. The Electricty Certification scheme will be disontinued in 2035.

The investment decision related to several of the Company has been mack based on inclusion of Electricity Certificates are traded in a market where the indetermined by the market cross between supply and demand is based on a quota system determined by policial objectives. Revenue from the sale of Electricity Certificates is consequently subject to political risk.

· The Guarantee of Origin scheme is subject to political risk

In coordance with EU legistion, power plants in the years at a time. Energy supplies may buy such guarantees of origin from the power producer in order to guarantee its customers that the delivered energy is produced from renewable sources.

The relevance of the latest revison of the currently being assessed by the EB/EFTA. The revision seems to extend the guarantee of origin scheme, although no decision has been made. The scheme is thus subject to political isk.

Risk factors (3/13)

· The renewable sector is still under development

Unexpected success in other are of renewable the presure on the authorities to allow for development of wind parks The may affect the Group s future investment opportunities and rate of the same may also hold tue for non-renewable or currently unknown energy technologies.

Commercial and operational risks

· The Company has a limited operating history

The Company has a linited operating history upon which the Company's likely cerformance. This equally holds true for the Group's power plants. Some of the Group's power plants are not yet constructed and the Group to bose its assessment of future performance on for such power plants. Return calculations, budgets and accounting are based on forecasts and assumptions that may change over the life of the Group.

· Several of the Group's development projects may not be realized

Several of the Group's projects are under develsed. The right to build and operate a renewable priest is subject to public concessions and permis in addition to private ownership rights to land waterfals. This comprise all stages of a renewable project, from early development stage to onstruction, production, transmission and sale of pover. The necessions and permits will be of project, classification, developments tage of the projects and jurisdiction. In addition to the energy/productions and permits, licenses and regulatory requirements are also applicable, such as licenses related to safety, pollution, noise, etc.

The Group is required to obtain various governments for ecch of its projects, including inter alia construction concessions. As of the date hered, all permis and lieen obtained for the assets that are in croduction and permits for the projects under construction. Completion permissions for sale of power, etc. are not yet in place due to the stage of the construction work.

For greenfield projects that are not under in oceration, the Group will need to obtains, permis and contracts with and contracts with and contracts with and contracts with an

Whether the profitable depends on several factors outside the Group's contral. Before onstruction of any projects commence, the Group will make an assessment of whether it is expect will be profit ble. It a project does not move to the construction and severable. For several projects, the granted concessors initiation of the construction phase. If the ceadlines are not met, the concessions vill lapse.

Risk factors (4/13)

· The Group may make acquisitions that prove unsuccessful or strain or divert management resources

The Group was crected in 2020 thruition of three separate businesses. During 2020 and 2021 the Group has had active neegers ond aquisition strategy. Making acquisitions will continue to be an important part of the Group's strategy to support growth and profitability.

Successful growth through acquisitions is croup's dolity to identify suitable acquisition targets, conduct appropriate aligence, negation transactions on favorable terms, obtain required in and ultimately complete such coquired entities into the Group. It the Group makes acquisitions, it noy be unded margins ar cash flows or redize the anticipated benefits of such aquistions, including growth or expected synergies. The Group's assessment of and as a caraing coquisition targets could prove to be incorrects may differ significantly for expeatations. The Group may not be able to integration may require greater investment than anticipated, and the Group could incur or cssume unincipated lidalities a contingencies with respect to customers, employees, government authorities or other parties. The process of interrating cocusitions may also be disuptive to the Groups of annong other things unforeseen legal, regultions of other issues on difficulties in redizing synergies, which could cause the Groups results of coperations to decime. Moreover, any consistion from doy-to-doy business and may result in the incula any of the clove occur in connection with an acquisition, there could be a moterial a vese effect on the Group.

· Specific risks related to the Group's shares in Forte Energy Norway AS The Group owns 34% of the shares in Forte Energy Norway AS ("FEN").

As a minority shareholder in FEN, the Group will no control the business and oceations of FEN's poyment of dividents to its shoreholders. It is therefore a risk that the Group's investment in FEN will not generate the expected returns or cash flows.

In case EN requires additional function in EN could be reduced, e.g. due to diution as a result of shore capital increases in ENT the Group des not subscribe for its pro rata share or at all. It the Group's of the Group's influence as a shareholder in FEN will be significantly limited.

Pursuant to the shareholders' agreement reduction AS is obligated to vote in favor of a share issue in EN directed on earlies, however subject to Cludberry Production AS ownership not talling below issue. Futhermore, such shareholders' agreement has droy he by 50% ownership. There is thus a risk that the Group's shares in FEN may be sold at terms or at a time not cleemed foverable by the Group.

The shares in FEN are also subject to certains. If the Group should wish to sell all or parts of its shares in FEN, there is a risk that the share price could be negatively impacted by such transfer restrictions or that the Group will not be able at all.

Risk factors (5/13)

· Specific risks related to completion of acquisition of Amotsfoss Kraft AS

In September 2020, the Grane purchase agreement to buy 10% of the shares of Anatsfors Kraft AS, a hydropower plant under construction in Norwoy with expected annual production of 22.5 GWh. In May 2021, the promissioning phase. The Group has not assumed any construction isk, and the financial close is scheduled for QS 2021. The hydropower plant atorage caposity. The Group will not pay for the shares in Andsfors Kraft AS before the power plant is up and aproved by the relevant authorities. The main risk electis that the construction process may be delayed, which will result in a postponed closing and delay the Group's revenue streams from the hydropower plant.

· Specific risks related to the Rewind Vänern project

In September 2020, Coudberry ocquired 100% of the Wind AS (greviously named Scanind2 AS), a company that develops the offishore wind power aroped "Rewind Varen" in Swedoment plan includes 16 turbines with an estimated installed effect of 100 MV and annual power production around 350 GWh. The project has been grant for the Swedish Land and Environmental Court (Sv. Mark- och miliödomstolen land a anstruction libense with Swedish Mark-och Milidans Court). The loense permit severasting not linted in time and there are no locse or rental obligations when producing, The project is located in fresh- and shallow-water and construction deadline is Q3 2024.

The Rewind Vänern project is under develsion has been made. Before on investment desision will be mote, the Group must inter dig secure grid connection, negatiate and construction, maintenance and operation of the plant and obtain firancing for the project. There can be no gurantee that the Gray will be able to completed, the equired are equired agreements are entered into on fovourable terms or in a timely manner to meet the deadlines set forth in the project timeline.

In January 2021 it wos agreed to sell 80% of the transaction is subject to a number of conditions, including that the partes agree to make a final investment decision. If the Group nust consider and resolve other alternatives to realize the process. It amot be guarateed that the Rewind Vänern project will be realized.

Risk factors (6/13)

Specific risks related to the Odal project

The Group is a minority owner, currently owning 15% of the resease the overship to 33.4%, which is the owner of the Col wind form project. The Odd wind farm project is currently with expected completion in Q4202. So for, the and budget with minimal overums on veriation orders (less than NOK 6 million). However, as a result of the authorities as a result of the covid-19 pandems, the construction of the project may be delayed.

The original deadline for energization of the wind and Vird AS opplied for an extersion of up to 6 months with was opproved by the NVE This means that the new deadline for energization is not met, Odal Vind AS moy be fined for delays of n a worst cose scenario must abandon the project and decommission the work in progress.

Regardless of the extention permit from the NE, the project will not receive Electricity Certificates if the turkines are not energized within 31 December 2021 as the turbines which and will not be subject to cocelerated depreciation of 5 years. If these risks material adverse effect on the value of the Group's investment in the project.

As a minority shareholder in Odd Vind AS, the Group will no be business and operations of Odal Vind AS or Odd Vind AS yoyment of dividends to its shareholders. It is therefore a risk that the Group's investment in Odal Vind AS will not generate the expected returns or cash flows.

Pursuant to the shareholders' ageement for Odal Vind AS, the Group hos an the funding of the construction of the wind form. If the Group defaults on its financing obligations, and such is not remedied within an agreed the other shoreholders have a right to aquire the Group's shares at a significant discount. If this risk materialize, it will have a material adverse effect on the Group's investment in Odal Vind AS.

The shares in Odal Vind AS are also subject to sharing the construction period. If the Group should wish to sell all or parts of its shares in Odd Vind As, there is a risk that the share price could be new restrictions or that the Group will not be able to complete any such sale at all

Risk factors (7/13)

· Specific risks related to the Hån project

Han wind farm is a 21 MV wind argect hoose to the constructed Marker wird farm (developed by Couldberry ond sold to BKW) which is icoated on the Norwegian side of the border.

Hom 22 KV AS holds a grid concession to build and column Marker and Hån. Hån 22 KV AS has dso been granted a grid concession with the Swedish Energy Markets Inspectorate. The Group has appt license with the Sweeksh authorities, which in March 2021 has confirmed that they do not have any dojections to the expart of power into Norwoy. The power expect to final ratification. The Group currently expects to make of invinnestment decision related to the project as soon as the power export agreement has been ratified.

It is expected that the civil works will on the wind farm will be completed in H2 2022. Pursuant to the tems of the processors, the deadine for completion of the construction of project in Q3 2023. Atthough, the Group expect to be completed will before the deadline, there is a risk of construction deloys. If the wind farn is not energied within the concessions, this may have a material adverse effect on the Groups in the project.

· Specific risks related to the Duvhällen project

Duvidilen wird farm is an in have the Group has been granted a construction permit for 10 turning (quivalent to 60 MW / 165 GM (). However, due to initied grid copacity the project has only been granted of 30 WW / 82 GW.. The grid owner, Vatterfoll, has combeted an enviro mental impost assessment and fled for an increased grid capacity permit with the construction permit. A find investment decision for the project will not be mode until on increased grid capacity permit has been granted, the project may not be redized.

· The Group's capital expenditure and cost estimates for development and construction projects are subject to final agreements

The estimated capital experiality to the Group's development and construction projects are based on the Group's best assessment, and are subject to find negotiations and agreements with suppliers and control of the Croup has not made a incli investment decision for its development and construction projects. There is that the catual capital experiality on the Group's currently bet estimates.

· Laws and regulations may affect the Group's operating costs and reduce demand for its services Changes in lows and regulations appliance costs, mandate significant and costy changes to the way the Graup implements its services and solutions, and threaten the Group's ability to continue to serve certain markets.

Risk factors (8/13)

· Changes in tax lows of any jurisdiction in which the Group cares, or any failure to comply with application, may have a material adverse effect for the Group

The Group is subject to prevailing to regulations in the iniscibitits in which it is operating, and the interpretation and enforcement thereof. The Group's income tox expenses are based upon the tax lows in effect at the time that the expense is nourred. If applicable laws, treations change, or if the Group's interpretation of the interpetation of the same tax lows by tax authorities, this could have a moterial adverse effect on the Group's business, results of operations or financial condition.

On 12 Moy 2021, the Nowegian government public for 2021. The budget contained a notice that the goverment are considering to imperient a new excise tax. I w. Podaksjonsayaft) on Norwegian with toxation, and a spective process will be annunced this foll in connection with the state budget for 2022. The guided by the government is that the tax will be "maderate". The new exase tax may hove o moterial adverse effect on the profitability of Norwegian wind farms.

· Power plants are highly technical and thus subject to operational risk

Investments in power generation and energy else thical ond ocerational risks. The Group vill seek to invest in over plants of expected good technical to reduce the technical risk of the investment. The Group will price technical soutions that are new proven and delivered by reputable supplies, so that any repairs can be made within reasonable cost, and that it s possible with attractive insurance terms. Despite the ain of choosing sound solutions, technical problems now cossible stops in production or costly reinvestments that reader the Groups profitability and/or financial postion.

· The revenues from the Group's power plants are dependent on the metrological conditions

The metrological conditions (rain and wind) the Group's power plants are located can vary materially from season and from year to year. If a site proves to have resources than antigated in suffers a sustained decline in metrological conditions, such pover plants one likely to generate lover election volumes and lower revenue than anticipated, which could have effect on the Group's business.

  • · The Group's revenues and costs are dependent on charges related to transmission and distribution hareases in charges relating to the commission and distribution networks and relating to balancing of electing to balancing of electricity supply and cemand, and/or restrictions on the capacty in such he Group's power plants, may result in higher operating osts, lover revenues and fever opportunities for growth.
  • · Future revenues and costs of the Group are dependent on costs related to agreements with landowners

Subsequent decisions by the Group to develop resets are subject to recoling an agreement with the landowners of the contemplated properties for development. Consequently, the dility to develop for the landowners and this the Group's revenues and oosts are subject to the inherent risk thereof.

Risk factors (9/13)

· The Group is reliant on key personnel

The Group ourently has a limited numbyees are considered important for the Group's success and ability to implement its business nodel. Consequently, any loss of current key employees may be detrimental to the Group and its business.

The counter of being dependent on retaining is that the Group fores a corresponding risk of Is-ing its employees to competions. The Group has not included hon-compete or non-solicitation provisions in its employee agreements.

· The Group may be subject to litigation

The members of the Group may become subject to legal ditimately prevails, legal disputes are costly and on divet managements attention from the Groups business. In addition, the Group may decide to settle a legal dispute, which course the Group to nour significant costs. An unforcable outcome of any that the relevant member of the Group cecomes licble for damages, payments or will not be date to realize some of its projects. A settlement or a legal dispute could have advese effects on the Groups business, results of coactions, cash flows, financial condition and prospects.

The Company is involved in a discussion with a count of the work cerformed by the contracter. Although the find account has not yet been presented, the Company has disputed on involved. VAT related to the construction work as the Compony's view sthat this mount is covered by the fire for the construction work. Further the or inquidated damages against the contractor de to deleyed completion of the construction works. On this basis no resear of NOK 8.7 million (end. VAT). The Compony believes the dispute will be setted without litigation. Hovever, it the Company may be liable for payment of the full amount in addition to verder interest payments and legal costs.

· Failure by subcontractors may lead to additional costs for the Group

The Group will use external suppliers for appending , etc. The Group will initially seek to use established subsontractors with proven reputable experience. However, the Group could be exposed to loses, and may be subject to additional costs, in comection with failings of subcontractors.

The Group could further be expsed to cost over recorstruction projects and/or construction projects, for example changes in plans or additional work that becomes necessary over and above what was included in the initial agreement with the subcontractor.

Risk factors (10/13)

Financial risks

  • · Required return by investors may lower the equity value of the Company There is uncertainty with respect to the future investing in renewable energy and energy related infrastructure. If the equired return is increased, the equity value of the Company will decrease.
  • · Increase in interest rates may reduce the Group's profitability

The Group's underling assess will normally be both ginterest rates will lead to higher financing costs, which reduces the Group's profitability.

· Fluctuations in exchange rates could affect the Group's cash flow and financial condition

The Group presents in NOK. However, Nower compones sell the power through Nord Pot. All trades on Nord Pool and Electricity Certificates are traded in SEK, exposing isk. Any fluctuations in exchange rates between NOK, SEK and Euro could materially and adversey affect the Group's business, results of operations, cash flows, financial condition and/or prospects.

Additionally, the Group has encloyees and aperation which also exposes the Group to currency risk. Any fluctuations in exchange rates between NOK and SEK could materially and adversely offect the Groups of operations, cash flows, increases. The Group may want to do usiness in other countries in the fitter exposing the Group its. Should it choose to do so, any fluctuations in exchange rates between NOK and the elevant foreign currency could materially and adversely affect the Group's business, cash flows, financial condition and/or prospects.

The Group does currently not have any currency hedging arrangements in place to limit the exposure to fluctuations.

• Profitability of the Group's projects is not given

There may be errors in the assumptions or net in the firstial models used by the Group in relation to decision to acquire or develop renewable energy asses, whether as part of the Groups currently, which may result in the returns generated by such and expected. Further, the Group will develop, own, operate in assets and projects which are illight The redization of such assets moy take ime and there can be no assurances that the Group will be able to sell its assets or realize its projects as planned.

· The Group is dependent on external financing

Further expansion of the Group's business will required financing. If the Group is not able to collied financing on a timely basis and on othractive terms this could result in lost business opportunities, shortent assets and/or that the Group is forced to redize its interest in certain projects.

Risk factors (11/13)

Risks related to the shares

· Future issuances of shares in the Company of other provincitions, may dilute the holdings of shareholders and could materially affect the trading price of the Company's share

The Company's general meeting") has resolved an equity incentive scheme which may cover up to 5% of the at any time outstanding shares in the Company. Currently, 2,20,000 warents have the incentive scheme, with a strike price between NOK 11.1 and NOK 12.2 per share. It is expected that the number of varrants will increase in 202. Each warant entiles the boder to scener in the Company if the parties of the equity incentive program exercise their rights under the incentive scheme, this will have a dilutive effect on the existing Shareholders.

Further, the Company seeks to have a board at times, which will allow the Board to resolve to ssue new shares on short notice to meet to abligations. The current outscarian allews the Board to incresse the Company's share capital with maximum NOK 6,56,532 shores, equivalent to approximately 25% of the currently outstanding shares of the Company, and is valid until 30 June 2022.

In addition, the Company is considering directed towards retailinyestors in comestion with the contemplated uplisting to the Osb Stock Exchange's main list during Q2 2021.

Depending on the structure of any future funders may not be able to purchase or subscribe for additional equity securities. It the Company rass additional funds by issuing addition is a clotices the relative holdings and the financial interests of the Shareholders my be olluted.

· The market price of the shares may be volatile which could result in investors losing a significant part of their investment

An investment in the Shares involves risk of loss of capities markets in general have been volation in the shares may fluctuate significantly in response to a number of the Compony's control, including adverse developments and prospects, variations in evenue and ocerating results, changes in financial estimates by the Competitors of new development or new circumstances within the industry, legal actions against the Gray, unforeseen events and Indiances in management, changes to the regulatory environment in which the Group cereral market conditions. The market value of the Shares could also be the extent to which a secondary market develops or sustains for the Shares.

· The Company may not realize its intention to list on the Oslo Stock Exchange's main list

The Compony's shores are currently admitted to traditions of the Company has initiated a process to prepare for listing on Oslo Stock Exhange's man ist and aim to complete such listing during is subject to several requirements, including publication of a prospects approved by the Norwegan Financial Supervisory Authority and an and Stock Exchange. This process may take longer than anticipations for uplishing nay not be met.

Risk factors (12/13)

· The value of the shares could for foreign investors be adversely affected by exchange rate fluctuations

The Compony's shores are priced in NOK on Europents of dividents on the shores will be made in NOK. Investor registered in the VPS who have not supplied the VPS with details of the resive payment of dividends uness their book coount details with the VPS Registra: The exchange rate(s) that is applied when denominating any future payments of the relevant investor's currency will be the VPS Registrars exchange rate on the poyment date. Exchange ate movements of NOK will these dividends on investors whose pricipal currency is not NOK Further, the market when the shares as expressed in fluctuate in part as a result of foreign exchange fluctuations. This could of the shares and of any dividends paid on the shares for an investor whose principal currency is not NOK.

· Norwegian law imposes certain restrictions on shares and shareholders

The rights of the shareholders are governed by the Company's articles of association. These rights may differ from the rights of shareholders in companies incorporated in other jurisdian Norwegion law limits the circumstances under which share of Narwegian companies noy biring derivative actions. For instance, under Norwegian law, any action in respect of wrongful lacts committed against such compony will be prioritied over actions brought by shareholders daiming compensation in real may be difficult to prevailing claim a caim against the Compony under, or to enforce libilities predicated upon, securities laws in other jurisdictions.

· Shareholders may not be able to exercise their voting rights for shares registered in a nominee account

Beneficial where of the shares that are registered in other was through a nomines arrangement (such as brokers on other than parties) may not be able to exercise voting rights and other shareholders whose shares are registeed in their own names with the VPS pror to the Company's general meetings. The Company connect that beneficial owners of the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their shares in the manner desired by such beneficial owners.

· The shares are subject to restrictions on dividend payments

Norwegian law provides that any declaration of dividents must be company's General Meeting. Dividends may only be declared to the extent the extent the extent the extent the Company has distributable funds and the Board of the such a declaration to be prodent in consideration of the size, noture, society with the Company's operations and the need to mainting. In addition, severd of the Group Companies are, through their financing arrangements, subject to restrictions on dividends and other forms of contribution to the Stee of any future dividend from the Company to the shareholders is dependent on a number of frompany's business development, results, financial position, cash flow, wall ble lighting man need for working copital. There are many risks that may offect the Company's earnings, and there company will be able to present results that enable distribution of dividents to the final if no divideral is distributed, the shareholders' eturn on investment in the Company will soley generate on the boss of the development of the share price.

Risk factors (13/13)

· The Company will incur increased costs as a result of being listed on Oslo Stock Exchange

The Company has resolved to intide the process of appling for admin on Oslo Stock Exchange. As a company with its shares Isted on Oslo Stock Exchange, the Company will be required to comply with the Osbox requirements which are more burdensome than the rules for companies listed on Europen . The Company will incur additional legal, cocounting and other to ensure on make applicable ules and regulations. The Company anticipaties that increative expenses as a company with its shares isted on Oslo Stock Exchange will nolude, among other things, costs associated with annual and interim reports to the Shareholders, incremental director and office lice lice lice lice includity insurance costs and director compensation. In addition, the Board of Directors and Management may be required to ensure compliance with applications for companies with its shares issed on Oslo Stock Exchange, which may entall that less time and effort an be devoted to other aspects of the business. Any such increased could have an adverse effect on the Group's business, financid condition, results of operations, cash flows and prospects.

· The transfer of shares is subject to restrictions under the United States and other jurisdictions

None of the Shares have been registered under the "US Securities Act", or any US state securities laws or any other inistic in outside of Norway and are not expected in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from or in transacions not subject to, the registration is and other applicable securities laws In addition, there is no assurances that Shareholders resding or donicled in the United States will be agatal increases or rights offerings. Futher, investors in the United States and other juisdicions moy have difficulty enforcing any judgment obtained in their local urisdiction against the Company or its directors of Norway.

Our team

Anders J. Lenborg Chief Executive Officer

Christian A. Helland Chief Value Officer (CFO)

Suna F. Alkan Chief Sustainability Officer

Jon Gunnar Solli Chief Operating Officer

Tor Arne Pedersen Chief Development Officer

Marie N. Gulsvik Group Accounting Manager

Sebastian Prause Project Manager

Elisabet Wahlstedt Project Manager

Stefan Larsson Environmental Lawyer

Malin Wahlman Project Developer

Ingemar Andersson Wind Analyst

Roger Grøndahl Project Manager

10 years track-record from development

  • · Attractive development portfolio of mainly Swedish wind projects
  • · Development of projects to ready-to-build, and strategically decide to keep and construct selected assets in-house or alternatively farm down or divest
  • · Experienced, local and well-connected development team securing Cloudberry an edge in sourcing and executing on development projects
  • · Wind project development track-record of 10+ years, with 11(1) projects totaling 1 414 GWh (443 MW) developed and divested/farmed down(2)

11(1) projects developed and divested over the last decade

Project (wind) Location Production
(GWh)
Capacity
(MW)
Year
realised
Tysvær Vindpark AS Rogaland, Norway 101 39 2011
Sandbackmossen Värmland, Sweden 2 1 2011
Velinga-Nybruun Västra Götaland, Sweden 24 10 2012
Sättravallen Värmland, Sweden 136 48 2013
Sögårdsfjället Västra Götaland, Sweden 25 10 2014
Tormoseröd Vindpark AB Västra Götaland, Sweden 117 ਤਰੇ 2014
Jämnemon, Arjäng Värmland, Sweden 50 21 2015
Project Rewind Värmland, Sweden 348 100 2016
Ränsliden Västra Götaland, Sweden 84 24 2017
Marker Vindpark AS Viken (Østfold), Norway 196 54 2018
Project Vänern(2) Värmland, Sweden 348 100 2021
Total divested assets 1 414 443

Note: (1) 10 if excluding the two terms Cloudberry has owned the Vänem development project Rewind" and "Project Vänern"); (2) 38 Including Project Vänern. Financial close / FID not completed - expected in 2021 Source: Cloudberry

Net secured production portfolio and construction permit projects

Note: (1) Includes 33.4% ownership of Odal windfarm (15% owned today, option to own 33.4% until 30 June 2021); (2) Duvhällen windfarm included as 60 39 MW project; «Net secured production» includes assets where firm agreements have been made and where the assets will be transferred to Cloudberry upon completion of the construction. Source: Cloudberry

Shareholder overview (10 May 2021)

Shareholders # Shares % Shares
JOH JOHANNSON EIENDOM AS 16 145 780 15.37 %
HAVFONN AS (Bergesen family) 9 168 596 8.73 %
SNEFONN AS (Bergesen family) 8 558 472 8.15 %
State Street Bank and Trust Comp (Swedbank Robur) 6 783 799 6.46 %
CLEARSTREAM BANKING S.A. 3 295 349 3.14 %
CCPARTNER AS 3 173 147 3.02 %
Carnegie Investment Bank AB 3 005 519 2.86 %
Danske Invest Norge Vekst 2 380 952 2.27 %
Skandinaviska Enskilda Banken AB 2 200 000 2.09 %
GJENSIDIGE FORSIKRING ASA 2 119 953 2.02 %
CACEIS Bank 2 100 000 2.00 %
MP PENSJON PK 1 702 380 1.62 %
GULLHAUGGRENDA INVEST AS 1626 190 1.55 %
KLAVENESS MARINE FINANCE AS 1 598 358 1.52 %
NORDEA BANK ABP 1 440 363 1.37 %
LENCO AS 1 283 546 1.22 %
STRØMSTANGEN AS 1 246 360 1.19 %
CADDIE INVEST AS 1 196 202 1.14 %
ASHEIM INVESTMENTS AS 1 097 561 1.04 %
Verdi Storebrand Norge Fossilfri 1072 637 1.02 %
Top 20 71 195 164 67.76%
Other shareholders 33 870 172 32.24 %
Total 105 065 336 100.00 %

Source: VPS Issuer Services; Cloudberry

Cloudberry.no

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