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EAM Solar

Legal Proceedings Report Mar 3, 2017

3583_iss_2017-03-03_a864d3b0-dc61-4c8d-975b-29ac8e1af624.html

Legal Proceedings Report

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EAM Solar ASA : Legal status update

EAM Solar ASA : Legal status update

3 March 2017

Following the fraudulent sale of 31 Solar PV power plants to EAM Solar ASA in

July 2014 by Enovos Luxembourg SA and Avelar Energy Ltd through their jointly

owned special purpose vehicle Aveleos SA of Luxembourg, the so-called "P31

Acquisition", EAM group has been forced to pursue EAM's legal and economic

rights in several legal venues due to the unwillingness of the sellers to

respect their contractual obligations in accordance with the Share Purchase

Agreement entered into the 31(st) of December 2013.

The financial reporting through annual and quarterly reports issued since July

2014 contains further details relevant for the interpretation of this stock

exchange notice and can be found on the company web site (www.eamsolar.no).

1) Breach of standstill agreement proceedings against Aveleos SA in the Court of

Luxembourg

In October 2014, EAM entered into a so-called standstill agreement with Aveleos

SA that also encompassed Enovos, Avelar and its employees. The purpose of the

standstill agreement was to give the sellers time to resolve the payment

suspension measures of GSE and to document the necessary facts confirming the

validity of the FIT contracts and the technical feasibility of the power plants

within a limited time frame of 6 months. In exchange for this the sellers

pledged to finance the running costs of the criminally affected power plants

with a minimum of EUR 5 million in liquidity until the above matters was

resolved.

In exchange for this pledge and the promises given by the sellers, EAM lifted

the injunction achieved on the bank accounts of Aveleos SA in Luxembourg in

September 2014 in order to avoid the immediate bankruptcy of Aveleos SA in

October 2014 as threatened by the Enovos and Avelar directors.

Aveleos and its Directors breached the standstill agreement already in November

2014, as confirmed in the ruling by the Civil Court of Milan (Enterprise Matters

Specialized Section) in September 2015 and by the Criminal Court of Milan in the

ruling the 13(th) of September 2016.

In the Autumn 2015 Aveleos summoned EAM again in Luxembourg court in order to

misuse the standstill agreement to achieve exclusion from the criminal

proceedings in Milan in order for Enovos and Avelar to escape legal proceedings.

On the 20(th) of September 2016 Aveleos asked the court of Luxembourg for a

postponement of these proceeding, which was granted until January 2017.

The first hearing in the Standstill Agreement procedures in Luxembourg took

place on 17 January 2017. Both parties filed their note of pleadings and

presented to the judge. In the proceedings Aveleos SA has delivered a claim and

EAM Solar ASA a counter-claim.

In a ruling communicated yesterday the court decided that the Luxembourg civil

proceedings regarding the Standstill Agreement shall be put to a halt until the

arbitration award before the Court of Milan is rendered i.e. all claims of

Aveleos have been suspended until further.

2) Defamation case - allegations of false complaint to be tried in the

Luxembourg District Court

The companies EAM Solar ASA and EAM Solar Italy Holding srl, as well as their

CEO and Managing Director, Mr Viktor E. Jakobsen, received in January 2017 a

subpoena to meet in court in Luxembourg on 13 March 2017. The plaintiffs are

Enovos Luxembourg SA, Enovos International SA and their directors.  The

plaintiffs claim that the criminal complaint filed by EAM Solar ASA in February

2016 is false and not merited. This is an attempt by the directors to evade the

ongoing investigation by the criminal court of Luxembourg that followed after

the criminal complaint was filed.

In a communication received yesterday we have been informed that the case will

not be heard until the Prosecutor's Office have decided on the criminal

complaint filed in February 2016 that is still in their hands.

Therefore, the case will not be pleaded on March 13, 2017 and will be

rescheduled.

For information, please contact:

Viktor E Jakobsen, CEO, phone +47 9161 1009, [email protected]

About EAM Solar: EAM Solar is a utility company that acquires and operates solar

power plants. The Company currently owns solar PV power plants in Italy. The

plants are operating under long-term sales contracts.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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