Magnora ASA

Investor Presentation • May 16, 2023

Q1 2023 Presentation

15 May 2023

magnoraasa.com

Q1/23 - Status and highlights

• On May 12 Magnora sold all shareholding in Evolar AB for USD 29 million/NOK 310 million with another USD 24 million contingent on future technological milestones – combined approx. NOK 565 million*
• Magnora is a streamlined project developer after sale of non-core technology company Evolar AB to First Solar inc. The sale also removes Magnora cash injection to Evolar, currently at NOK 5 million per month
• Another quarter of rapid capacity growth our net share of the development portfolio grew to above 5.000 two years ahead of our previous guiding. New guiding expected to be significantly above 5.000 MW - to be published soon
• Helios expects to deliver solid dividend short term. Current cash-holding in Helios of SEK 145 million
• NOK 26.6 million in profit from associated companies in the first quarter 2023
• Payment from our legacy design business provided strong cash flow in Q1 USD 7.5 million. Further payments expected later this year and early 2024 (USD 4.3 + 4.3 million = USD 8.6 million)
• Ongoing sales and farm-down processes in multiple companies
• Board is currently reviewing re-introduction of dividend (return of capital), share buybacks against profitable growth opportunities. Currently, above NOK 400 million in cash and zero debt

^*Invested capital SEK 55 million and SEK 35 million in loans at transaction date and exchanged at USD/NOK 10.685 on 12 May.

A pure play "asset light" renewables developer

Growing an asset-light development portfolio of renewable energy projects

Highly experienced renewable energy investment and project team

Reached our ambition to develop 5,000 MW ¹ renewables two years ahead of time

Financing from near-term cash flow from legacy business, dividends from portfolio companies as well as sale of Evolar

Listed on the main board of Oslo Stock Exchange with 8,400 shareholders2

1. GW x Magnora ownership = Net share 2. As of end March 2023

We invest in renewable and clean energy built in a sustainable way.

• First dividend	• First "hand-overs" –
received from	126 MW in Q1
portfolio company	Exit from Evolar at up •
• Hafslund becoming	to x10 invested
largest shareholder	capital
• New mutual funds	• Accelerated growth in
top 20 shareholders	development pipeline
2022	2023

Key metrics

Cash (mNOK)

Net profit from associated companies (mNOK)

400+

26.6

Up from -4.5 in Q4 '22

5.0

Projects (in portfolio companies) 139

+3.4GW from 2021

Very frequent updates

Top 10 shareholders

	# shares	% ownership
HAFSLUND VEKST AS	4,474,272	6.7
KING KONG INVEST AS	2,670,995	4
GINNY INVEST AS	2,469,144	3.7
ALDEN AS	1,881,860	2.82
F1 FUNDS AS	1,750,000	2.62
CARE HOLDING AS	1,729,829	2.59
PHILIP HOLDING AS	1,668,121	2.5
F2 FUNDS AS	1,648,377	2.47
BEKKESTUA EIENDOM AS	1,630,000	2.44
Total, 10 largest shareholders	20,949,848	31.35 %
Other shareholder accounts	45,872,831	68. 46%
Total number of shares	66,822,679	100.00 %

Diversified across technologies and regions

(As of 31 March 2023, projects in development, excluding four Swedish projects handed over to customer)

	Solar MW	Offshore floating wind MW	Offshore bottom-fixed MW	Onshore wind MW	Storage MWh	Under development
Sweden1	1,894		250		296	2,440
Scotland		400				396
England	30				50	80
Norway	120					120
South Africa	1,200			800		2,000
Development portfolio2	3,244	400	250	800	346	5,040

1) Net 190 MW has been sold to customers as of 31 March 2023; an additional four projects with a net share of 59 MW has been handed over to customers in 2022 and 2023 and is not included above.

2) Total capacity in MW x Magnora's ownership share = Net share

We are developing renewable projects to the Ready-to-Build phase

("ASSET LIGHT") Collective drive towards green shift gives lower risk in earlystage development

Value premium for early-stage project development with low operational costs

Reducing risk in development phase through high competence and experience

Strategic partnerships

Developing projects to Ready-to-Build phase with limited balance sheet risk

Hand-picked management and team executing on large renewables opportunity with entrepreneurial background

Torstein Sanness Executive Chairman

• Co-founder of Lundin Petroleum Norway and DNO, and from several executive positions during his 25 years at Saga Petroleum.
• Board member IPC, Panoro Energy, Carbon Transition, previously Chairman of Lundin Petroleum Norway.
• Master's degree in Engineering (geology, geophysics and mining engineering) from NTH.

Erik Sneve

CEO

• 25 years experience from various positions in the investment and renewable industry
• Experience from working as an analyst, consultant and investment director in EY, DnB Markets, Energy Future Invest (EFI – a Statkraft, Hafslund and Eidsiva Energi joint-venture), Tore Tønne and Torstein Tvenge.
• COO Has worked internationally in the US, Sweden, Germany and opened offices in the UK and Sri Lanka in software company.
• Responsible for the Solibro AB (Swedish solar technology company) development, construction and exit for EFI to Qcells.
• Former Chairman Evolar AB development and exit to Fist Solar Inc.
• B.Sc. in Finance from Arizona State University with Summa Cum Laude and Dean's list.

Strong team of professionals with extensive experience from the energy industry

Bård Olsen

CFO

Stein

Bjørn Drangsholt CEO Hafslund Magnora Sol AS

Emilie Brackman VP Wind & Solar

Peter Nygren Expert Advisor

Trond Gärtner SVP Business development

CEO Magnora

Espen Erdal VP Business development

Haakon Alfstad

Example of Helios farmdowns – Magnora is largest shareholder in Helios

Helios in brief

• Founded in 2019, Helios is a Swedish developer of large-scale solar plants
• Specialised in project development with expertise across all project development phases
• Current pipeline consists of projects across Sweden, Norway and the Baltics

Pipeline overview

118 ongoing projects

5,574 MW total capacity in pipeline (solar 4,733 MW and 741 MW Battery Energy Storage)

600 MW Sold capacity, approximately

900 MW In sales process, approximately

Helios: Long-term growth driven by strong megatrends

• Highly supportive renewables and solar market

Megatrends driving global and local support for solar energy Solar PV is a key constituent in energy transition

Source: Lazard's levelized cost of energy analysis, BCG (Why electric cars can't come fast enough, Capital monitor, European Commission, Swedish Government, Swedish solar trade association, IEA (World energy outlook 2022 & renewables data explorer), Solar power Europe (Global Market outlook for solar power, Energimyndigheten (short-term forecast summer 2022)

Magnora has sold its holdings in Evolar AB to First Solar, Inc. Upfront payment of NOK 310 mill /USD 29 mill excluding milestone payments. With milestones potentially NOK 565 mill in payments

• In early 2020, Magnora joined forces with a team of Swedish scientists and developers led by Professor Lars Stolt University of Uppsala
• Magnora and the team did a buyout of an insolvent research facility and its IPR. In subsequent years, Magnora has provided venture funding and lead the development (Chairman)
• The team has multiple world records with thin film solar cells, making such cells ever more effective. On 12 May 2023, Magnora and the founders sold all shareholding to First Solar Inc. – S&P 500 company listed on the NYSE and one of the global leaders - US maker of solar cell panels
• The transaction values 100 per cent of Evolar at up to USD 80 million (NOK 838 million)
• Magnora received USD 29 million (NOK 310 million) in upfront payment plus up to USD 24 million (NOK 255 million) in future payments contingent on technical milestones
• Magnora will no longer be required to fund the operating expenses of Evolar a SEK 5 million cost reduction per month impacting Magnora positively

Projects sold & guidance MW, net share of project capacity1

Price range for RTB solar PV and onshore wind range from NOK 0.5 to above 1.5 million per MW2 subject to risk factors such as unit economics, grid, permitting, etc.

… positioning Magnora for new opportunities

• Started with two legacy royalty agreements and 50 MNOK in cash in 2020, proceeds used towards profitable renewable development projects
• Solid cash position to fund value accretive developments in the coming years
• Strong market drivers and major opportunities materializing in the coming years
• Progressing towards a "green" economy long term profitable growth opportunities for a competent project developer

Cash flow from project sales and legacy assets used to fund new high-return investments

Financials

CONDENSED PROFIT AND LOSS

Q1 2023, NOK million

	Q1'23	Q4'22	Q1'22
Operating revenue	16.4	79.9	3.8
Operating expense (ex. non-cash)	-7.9	-10.1	-7.9
Adjusted EBITDA1	10.7	72.6	-3.2
Option expense (opex non-cash)	-2.2	-2.9	-1.0
Development and M&A expense	-17.4	-4.3	-9.8
EBITDA	-8.9	65.5	-14.0
Profit/loss from associated companies	26.6	-4.5	-4.7
Operating profit/loss	17.8	61.0	-18.7
Net financial items	-7.0	1.6	0.0
Profit/loss before tax	10.7	62.6	-18.7

For further details see Q1 report 2023 (magnoraasa.com)

• Adj. EBITDA1 of NOK 10.7m vs. NOK 72.6m in Q4'22 ‐ Solid revenues and EBITDA due to intercompany services
• EBITDA of NOK 8.9m vs. NOK 65.5m in Q3'22
  • ‐ All companies with ownership >50% are consolidated 100% in P&L
  • ‐ Higher development and M&A expense compared with prior quarter due to high activity level but in line with Q3'22, but will be lower due to Evolar going forward
• Operating profit of NOK 17.8m vs. of NOK 61 m Q4'22
  • ‐ Profit from associated companies was positive NOK 26.6m vs negative NOK 4.5m prior quarter
• Tax not payable due to accumulated tax losses of over NOK 3.5 billion from legacy business
• Paid in capital of NOK 8.4 billion

1) Excludes development and M&A related expenses, and non-cashitems and adjustments,such as optionsrelated expenses.

CASH FLOW Q1 2023, NOK million

Activities

• Operating activities NOK 42m
  • ‐ Impacted by receiving the Penguins cash payment, development costs in Evolar, Magnora Offshore Wind, and Magnora South Africa – due to consolidation
• Investment activities negative NOK 15.2m
  • ‐ Purchase of assets and associated companies
• Financing activities of negative NOK 77.3m
  • ‐ Paid down the loan facility of NOK 76.3 million used, leaving the full NOK 150 million available for future use
• Ending cash balance of NOK 121.4m
  • ‐ The Group's cash and available credit facilities was NOK 271.4 million as of 31 March 2023
• Received Penguins cash payment equivalent to NOK 77 million2 after hedging in February 2023

• (Last two payments totaling USD 8.6 million from Penguins contract expected in the short to mid-term3)

• 2) USD 7.5 million.

• 3) Magnora estimate.

¹⁾ USD/NOK conversion rate of NOK 10.3.

Outlook

Outlook

Share buyback, capital reduction and dividends

• Magnora's long standing position remains unchanged
• The authorization to initiate share buyback was renewed by the annual general meeting of Magnora on 25 April 2023
• For the last couple of years, quarterly dividends were halted to conserve cash for investments
• Board has started a review of share buybacks and return of capital (dividend)

Appendices

www.magnoraasa.com

Broad portfolio of attractive companies and projects – Gross Numbers

(per 10th of April 2023)

Ownership:	40%	63.5%*	100%	92%	80%	44% Option to 50%	50%	50%	48%	33%
							STORAGE UK	PV UK
Segment:	Solar	Solar Tech		Onshore Wind and Solar	Offshore Wind	Offshore Wind Shallow Water	Energy Storage	Solar	Solar	Green Hydrogen and Ammonia
Gros capacity:	5,474 MW	3 joint development agreements	2,000 MW		500 MW	500 MW	200 MWh	60 MW	250 MW	Large-scale production
Location:	Sweden, Latvia and Lithuania	Sweden	South Africa		Scotland	Sweden	UK	UK	Norway	Norway

*Sold 12 May 2023 to First Solar, Inc.

Reported financials

Condensed consolidated income statement

NOK million	Note	Q1 2023	Q4 2022	Q1 2022	2022
Operations
Operating revenue	6	16.4	79.9	3.8	91.7
Operating expense		-7.9	-10.1	-7.9	-31.8
Development and M&A expense		-17.4	-4.3	-9.8	-49.4
EBITDA		-8.9	65.5	-14.0	10.5
Profit/loss from associated companies		26.6	-4.5	-4.7	-3.9
Operating profit/(loss)		17.8	61.0	-18.7	6.6
Financial income/(loss)		-0.5	-1.2	0.6	-2.1
FX gain/(loss) 12		-6.5	2.8	-0.6	7.4
Net financial items		-7.0	1.6	0.0	5.4
Profit/(loss) before tax		10.7	62.6	-18.7	12.0
Tax income/(expense)		0.1	-8.2	0.0	-8.1
Net profit/(loss)		10.8	54.4	-18.7	3.9

Reported financials

Condensed statement of financial position

NOK million Note	31.03.23	31.03.22	31.12.22
Deferred tax assets 4	15.1	23.4	15.1
Intangible assets	193.7	10.2	170.9
Right -of -use assets	8.7	0.0	9.0
Fixed assets	19.8	0.0	15.3
Goodwill	35.7	4.8	34.1
Investment in associates 9	86.0	57.4	26.4
Total non -current assets	359.1	95.8	270.9
Trade and other receivables	19.7	9.4	97.7
Other current financial assets	22.2	25.0	23.7
Cash and cash equivalents	121.4	61.2	171.9
Total current assets	163.4	95.6	293.3
Total assets	522.4	191.4	564.2
Share capital	32.7	27.9	32.7
Treasury shares	0.0	0.0	0.0
Other equity	382.6	124.5	353.3
Total shareholders' equity	415.3	152.4	386.0
Non -controlling interest	45.6	27.1	45.8
Total equity	460.9	179.5	431.8
Deferred tax liability	5.2	2.8	4.9
Non -current liabilities	5.9	0.0	5.2
Total non -current liabilities	11.0	2.8	10.1
Overdraft facility*	0.0	0.0	76.3
Current liabilities 11	50.5	9.1	46.0
Total current liabilities	50.5	9.1	122.3
Total liabilities	61.5	11.9	132.4
Total equity and liabilities	522.4	191.4	564.2

For further details and notes see Q1 report 2023 (magnoraasa.com)

Reported financials

Condensed statement of cash flow

NOK million	Q1 2023	Q4 2022	Q1 2022	2022
Cash flow from operating activities
Cash from operations	42.0	-19.8	-10.2	-67.7
Taxes paid/repaid	0.0	0.0	0.0	0.0
Net cash generated from operating activities	42.0	-19.8	-10.2	-67.7
Cash flow from investment activities
Net purchase of marketable securities	0.0	0.0	0.0	0.0
Investment in fixed assets	-3.7	-4.0	0.0	-8.7
Dividend received	0.0	0.0	0.0	6.1
Investment in subsidiary net of cash acquired	0.0	0.0	0.0	-6.7
Net purchase of associated companies	-11.5	-2.5	-25.5	-21.4
ScotWind lease option fee	0.0	0.0	0.0	-118.3
Received loan related to Scotwind lease option	0.0	0.0	0.0	23.7
Net cash from investment activities	-15.2	-6.5	-25.5	-125.3
Cash flow from financing activities
Capital distribution/increase	0.0	0.0	0.0	194.4
Leasing payments	-1.0		0.0	-2.7
Overdraft facility drawn*	-76.3	1.7	0.0	76.3
Net cash from financing activities	-77.3	1.7	0.0	268.0
Net cash flow from the period	-50.4	-24.6	-35.7	75.0
Cash balance at beginning of period	171.9	196.4	96.9	96.9
Cash balance at end of period	121.5	171.9	61.2	171.9

For further details and notes see Q1 report 2023 (magnoraasa.com)

Board and management exposure

Board and Management exposure

Person		Number of shares	Number of options
Erik Sneve	CEO	1,173,871	350,000
Torstein Sanness	Chairman	594,442	250,000
Haakon Alfstad	CEO Magnora Offshore Wind	61,177	250,000
Hilde Ådland	Board Member	39,011	10,000
Bård Olsen	CFO	50,000	150,000
John Hamilton	Board Member	33,837	40,000
Espen Erdal	VP Business Development	17,174	125,000
Trond Gärtner	SVP Business Development	7,000	100,000
Emilie Brackman	VP Wind & Solar	2,600	75,000
Hanne Wiger	Business Controller	4,474	50,000
Stein Bjørnstad	Head Advisor	0	50,000
Total		2,019,536	1,450,000
% of shares outstanding		3.02 %

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