Magnora ASA

Investor Presentation • Apr 16, 2024

Q1 2024 Presentation

CEO Erik Sneve, 16 April 2024

A pure play, "asset-light" renewables developer with greenfield origination

(1) GW x Magnora ownership = Net share; (2) As of March 2024 2

Highlights in Q1, subsequent events and a look ahead: Restructuring combined with rapid growth and cash conversion

• Subject to approval,1) the legacy business is on track for trading on the Oslo Stock Exchange in June with 70 per cent of the shares assigned to Magnora shareholders - a dividend/share distribution made possible by our increasingly profitable renewables business
• Breakthrough in South Africa on 5 April when Globeleq became preferred supplier for the largest stand-alone BESS project in Africa. The 153 MW / 612 MWh Red Sands was acquired from Magnora and progress triggered a milestone payment with more due at financial close, 2H 2024. A 360 MUSD battery energy storage project. Largest in Africa to date.
  • o (Equals 8.160 Tesla Model Y batteries.)
• On 23 February, Helios delivered a large-scale pv plant (40 MW) on Gotland to Nordic Solar AS
• Magnora's portfolio of renewable projects reached 9.1 GW with robust growth in all onshore markets
• Magnora's BESS portfolio leaped 50 per cent to 1.6 GW with new assets being added in Finland, South Africa and the UK
• Accelerating growth in South Africa with new hires coming on board to assist in origination and new sales opportunities
• At the end of Q1, cash and cash equivalents declined by 39.7 million to NOK 308 million as the company returned 0.187 per share to shareholders1) and increased investments in South-Africa and the UK
• High activity across the board in Q1, with a particular focus on sales as well as many deliveries and milestones being met.

Q1 - 2024 in numbers Solid origination and value creation

Figures as of 31 March 2024

Sustained portfolio growth of ~100% annually: Magnora's portfolio typically grows ~20% per quarter

A portfolio diversified across technologies and regions

All figures in MW net to Magnora1 as of 31 March 2024	Solar PV	Offshore floating wind	Offshore bottom-fixed	Onshore wind	Storage	Under development
Sweden	3,090		250		782	4,122
Finland2	332				361	693
Scotland		396				396
England	140				160	300
Norway	432					432
South Africa	1,950			845	353	3,148
Development portfolio	5,944	396	250	845	1,656	9,091

(1) Figures includes some volumes that have been transferred to customer – these are strictly speaking not in the portfolio but may trigger future milestone payments. (2) Indirect ownership through Helios Nordic Energy AB.

Both our clean energy projects and our business are built in a sustainable way

2024 Outlook: Scaling and harvesting • Separating legacy from renewable Large potential "dividend" in Q2 '24, utility index, shareholder push, strong organic cashflow from both fossil and renewables, mutual funds, split of deferred assets, M&A and more. "Magnora 2.0"	2018-2020	New strategy established • Returned 517 MNOK to shareholders • Four employees and 50 MNOK cash • Focus on renewables with support from top shareholders
• Revenue recognition More businesses shifting from origination to sales, or from sales to delivery. Magnora more than Helios and Evolar in 2024. Breakthrough in South Africa.	2020-2021	Building business Diversification to various segments • • Investments in Helios, South Africa • ScotWind application • Kustvind, Evolar
Organic growth •
Strong organic growth and cashflow across geographies and products/technologies. New business development. • Milestones payments	2022	Operational and financial excellence • First dividend from portfolio company Hafslund becoming largest shareholder •
Multiple milestone payments from previous sales as well as legacy business.		• New mutual funds top 20 shareholders
• Farm-downs and alliances Remain a very real prospects short to mid term.	2023	"Go-to-market" • Exit from Evolar at up to 10x multiple
• Capital allocation Dividend and buybacks as we receive more cash		• Sold 420 MW net: 3 to Globeleq + Hafslund, Commerz etc. Growth and return of capital • • Legacy contract extension

Business model

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

Criteria: Small initial investment (2-20 MNOK) Criteria: Minimum 5x return potential

Developing projects to Ready-to-Build phase ("asset-light") with limited balance sheet risk

Feasibility and conceptual	Design development/permitting	Procurement and construction
Development phase		Construction phase
Landowner agreement
Grid connection
Environmental assessment/concession
Technical management
Project management

Basic economics ensure that Ready-to-Build projects will remain in high demand with limited new supply

The global energy market is only starting to shift

Our customers are leaders in their respective markets with low risk and high future potential for Magnora

Globeleq	Our first customer in South Africa - is owned by the Norwegian and UK governments and is an ambitious and respected developer
Commerz Real AG	A Helios customer and a leading European bank and infrastructure investor
Hafslund	Leading European utility Hafslund produces 21 TWh year in green energy: a Helios customer and a partner in Hafslund Magnora Sol AS
Nordic Solar	Leading European Solar Independent power producers (IPP) and Helios customer
Solgrid	Owned by some of the largest utilities in Norway, Helios customer
First Solar Inc.	America's leading manufacturer of Solar PV, and the most valuable solar PV company anywhere, acquired Evolar AB from Magnora

Business update

South Africa has huge potential and a growing urgency to sort out the electricity crisis

Renewables are entering the scene…

• Coal fired power plant account for ca 50.000 MW installed effect. But…
• Some 60 million customers in a potential midincome market – with rolling black-outs
• A power-consuming and export-oriented industry that needs secure, green power supply
• A well-established system of gov auctions (REIPPP)
• Ambition is to secure another 20-30 GW in a decade from private suppliers
• Abundant land, best-in-class sun resources and stable wind resources

…while coal power is collapsing

Figure: Avg. annual energy availability factor for Eskom fleet, 2013-2022

• A run-down power system where coal contributes to 80-85% of the current electricity supply
• Rolling shut-downs drives strong interest from corporate and industrial customers bypassing the government auction system

Sources: Eskom, Integrated Resource Plan, https://www.bloomberg.com/netzeropathfinders/best-practices/integrated-resource-plan-south-africa/, 2023 Large-Scale Renewable Energy: market intelligence report, GreenCape 2023

Magnora South Africa today resembles Sweden 15 months ago, with the perfect foundation for rapid growth

Right market

A huge electricity demand & excellent wind/sun resources

• A huge shortfall in energy generation
• Power intensive export industries
• High electricity prices
• Large tracts of available land with windy hills and 2,500 sun hours/year

	1	C
. J		Kni

Right team

A dozen incentivized, battlehardened people

• Extensive industry experience
• Mature 3.1 GW portfolio with wind, solar PV and BESS
• Culture: No bragging, no nonsense, just getting projects to market!

Right business model

Emerging market for Ready-to-Build renewables projects

• Various investors and IPPs are flocking to the South African energy market
• Improving deal flow
• Customers knows who brags and who delivers

Right timing

Not an easy market, but with an urgency to improve

• No spot market, but aiming for deregulation
• Grid being separated from production
• The auction system works private funding required for renewables
• 60 TWh of renewables replacing coal

Renewables by far the cheapest way to meet electricity demand

Growing portfolio with over 1GW ready to market in 2024

Three projects sold – a total of 278 MW to a satisfied customer Every year has been better than the previous

Organization

Hand-picked management supporting strong local teams with experience and entrepreneurial approach

• Co-founder of Lundin Petroleum Norway and DNO
• Held several executive positions during his 25 years at Saga Petroleum
• Chairman of Attica Exploration/Concedo, vice chair of Panoro Energy and board member for Aquila Holding, previously Chairman of Lundin Petroleum Norway
• Master's degree in Engineering (geology, geophysics and mining engineering) from NTH

• 25 years' experience from investment and renewables • Worked with EY, DnB Markets, Energy Future Invest,*

Tore Tønne and Torstein Tvenge

• COO in a software company built business in Norway, the UK, Romania and Sri Lanka
• Work experience from Norway, the US, Sweden and Germany
• Has twice done profitable exits from Swedish solar technology company Solibro AB (Evolar AB) first to Qcells, then to First Solar
• B.Sc. in Finance from Arizona State University with Summa Cum Laude (Dean's list)

Responsibilities as of 31 March

Board and management exposure Skin in the game

Person		Number of shares	Number of options
Erik Sneve	CEO	1,173,871	450,000
Torstein Sanness	Chairman	629,442	325,000
Haakon Alfstad	CEO Magnora Offshore Wind	111,177	200,000
Hilde Ådland	Board Member	39,011	10,000
Bård Olsen	CFO	75,000	125,000
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	15,000	50,000
Total		2,108,586	1,550,000
% of shares outstanding		3.16 %

Board and management exposure Ownership structure as of 27 March 2024

Shareholder	Shares	% of total
HAFSLUND VEKST AS	4,474,272	6.70
KING KONG INVEST AS	2,670,995	4.00
GINNY INVEST AS	2,469,144	3.70
ALDEN AS	2,217,825	3.32
F1 FUNDS AS	1,811,870	2.71
F2 FUNDS AS	1,688,249	2.53
PHILIP HOLDING AS	1,648,377	2.47
CARE HOLDING AS	1,500,000	2.24
DNB BANK ASA	1,450,995	2.17
JPMorgan Chase Bank	1,434,742	2.15
MP PENSJON PK	1,242,732	1.86
NORDNET LIVSFORSIKRING AS	1,222,887	1.83
ALTEA AS	1,154,944	1.73
MAGNORA ASA	1,070,854	1.60
AARSKOG	1,000,000	1.50
Morgan Stanley & Co. Int. Plc.	820,334	1.23
BALLISTA AS	760,372	1.14
BAKLIEN	756,100	1.13
DANSKE BANK	698,552	1.05
CLEARSTREAM BANKING S.A.	684,274	1.02
Total number owned by top 20	30,777,518	46.06
Total number of shares	66 822 679	100.00

Financials

Condensed profit and loss Q1 2024, NOK million

• EBITDA of negative NOK 11.3m vs. negative NOK 12.9m* in Q4 '23
  • Other income increased by NOK 5.5m due to milestone payments from previous sales in South Africa
  • Operating expenses in Q1 are affected by legal services and other cost related to restructuring. Operating expenses in Q4 '23 is low due to slightly lower activity level. All quarters are adjusted for discontinued operation.
  • The Development and M&A expense are lower in Q1 2024 than in the previous quarter
• Operating loss of NOK 2m vs. loss of NOK 15.9m in Q4 '23
  • Gain from associated companies was NOK 9.3m vs loss of NOK 3.0m in Q4
• 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

	Q1 '24	Q4 '23*	Q1 '23*
Operating revenue	0.3	0.2	11.1
Other income	14.9	9.4	0.0
Operating expense (ex. non-cash)	-10.8	-4.5	-6.2
EBITDA	-11.3	-12.9	-12.6
Option expense (opex non-cash)	-2.1	-3.5	-1.9
Development and M&A expense	-14.5	-20.2	-17.4
Profit/loss from associated companies	9.3	-3.0	26.6
Operating profit/loss	-2.0	-15.9	14.0
Net financial items	-4.6	1.1	-7.0
Profit/loss before tax	-6.6	-14.9	7.0
Discontinued operation	1.7	-1.0	3.7
Total result	-4.9	-15.9	10.7

*) The licensing business is presented as discontinued operations and previous quarters are restated.

Cash flow Q1 2024, NOK million

Cashflow from:

• Operating activities: NOK -22.6
  • Mainly operating activities in Magnora ASA, Magnora Offshore Wind AS, Magnora Offshore Wind N3 & Magnora South Africa
• Investment activities: NOK -5.4m
  • Investments in associated companies (GMDC & Kustvind)
• Financing activities: NOK -11.7m
  • Mainly capital distribution to shareholders
• Ending cash balance: NOK 308.0m
  • The Group's cash and available credit facilities was NOK 458.0 million as of 31 March 2024

Outlook

(*) Most sales occur pre "ready-to-build" with significant advance payments and subsequent payments subject to milestones. We recognize revenue when these milestones are met; (**) E.g. stand-alone solar PV in South Africa is unlikely to fetch premium prices. Prices for certain markets and projects may also be above this range; (***) A sustained fall in the prices of solar PV and batteries serve to improve or maintain the pricing power of developers with mature projects.

Updated guiding

7.7

2021 2022 2023 2024 2025

1.6

3.7

• We strive to be conservative in portfolio estimates, counting assets with signed land agreements and a reasonable prospect for grid connection
• In 2024, deliveries and sales have even higher priority than origination in most markets
• ~2 GW of portfolio is "marketable" a lot towards EOY a full 1.1 GW can be put to market in SA, but the timing is contingent on finding an available window of opportunity (typically announcement of a REIPPP auction or grid availability)

2022 2023 2024

⁴²⁰ 500-625

226

11.0

Net sales to Magnora (MW)

• Sales are frequently closed early, combining up-front and milestone payments*
• Prices differ between markets with e.g. high prices in the UK and lower prices in South Africa due to historical auctions. Deregulation drive prices.
• In 2023, the mid price range provided an accurate picture of average asset value when Ready-to-Build*
• As previously, outliers are excluded**

25

Outlook

2023 was about going to market, 2024 will be cash and profits

2023 2024 Mid-term Maturing investment portfolio • Continue growing the portfolio • Farm-down 500-625 MW typically at NOK 0.5m to 1.5m or more per MW* • Listing our legacy business and its deferred assets implies a large dividend, a place on the utility index, attractive position for new investor groups, and M&A options for "Magnora 2.0" • Strong organic cashflow, accelerating sales from onshore and renewable businesses, milestone payments and dividends More businesses reaching the market, more farm down opportunities and opportunities for partnering. A broad focus aiming for deliveries and sales, but also a growing land bank 2025 development portfolio > > target of 11 GW > > Board initiated an evaluation of corporate structure and engaged Pareto Securities to assist in the process of enhancing shareholder value based on interest for the group and group companies Development portfolio of 9,1 GW Sold 420 MW Sold net cash position– funds from Evolar and Helios – began returning capital to shareholders

Appendices

2024 outlook Scaling and harvesting

Revenues from a diversified business, with long-term growth prospects,* give a bright outlook across all our segments

Onshore	Offshore	Legacy – Royalty
Self-sustained, accelerating, profitable growth • Rapid growth in origination – above 20% quarterly Increase emphasis on diversification • • Increased emphasis on harvesting A large portion of the landbank is • marketable – timing the sales is key	Cyclical – starting high, going low, and rising again • Kustvind: Arguably the most cost-efficient offshore wind project in Sweden Talisk: The best wind resource in Europe • with potential for early grid connection • Very supportive regulatory environment in the UK** • Revenue potential from farm-downs	Long-term, low-risk revenue – a foundation for new business • Established as a separate legal entity heading for the Oslo Stock Exchange A secure revenue stream coupled with • deferred tax assets and an ability to return cash to shareholders • Near and mid-term revenue at USD 8.6 million from Shell Penguins • Legacy extension securing long term revenues of 50 cent per barrel in years to come

Gross numbers per March 2024

Broad portfolio of attractive companies and projects

Ownership	40%	100%	100%	80%	47% Option 50%	50%	50%	48%
						STORAGE UK	PV UK
Segment	Solar & Energy Storage	Onshore Wind & Solar		Offshore Wind	Offshore Wind Shallow Water	Energy Storage	Solar	Solar
Gross Capacity	11,411 MW	3,148 MW		495 MW	500 MW	320 MWh	281 MW	900 MW
Location	Sweden, Finland	South Africa		Scotland	Sweden	UK	UK	Norway

FY 2023 and subsequent events An eventful year of growth and harvesting

JUNE Received ~NOK 24 million in dividends paid by Helios (second dividend from Helios) JULY First sale in South Africa: 153 MW battery storage to Globeleq JULY Helios divested 7 projects totaling 252 MW to Hafslund AUGUST Returned NOK 0.187 per share to shareholders³ AUGUST Evaluated corporate structure and engaged Pareto Securities 2023 → FEBRUARY Received USD 7.5 million license fees from Shell JUNE Reached portfolio goal two years ahead of time JUNE Resumed return of capital to shareholders through dividends and share buy-back² MAY Sold shares in Evolar to First Solar for NOK 314 million and additional milestone payments up to NOK 256 million¹ FEBRUARY/MARCH 126 MW handed over from Helios 2024 → OCTOBER Second sale in South Africa: solar PV project sold to Globeleq (later expanded to 125MW) FEBRUARY Additional handover from Helios to Nordic Solar JANUARY Decided to demerge legacy business aiming for OSE listing in 1H24 NOVEMBER Agreement with NEO and Dana Petroleum to redeploy the Western Isles FPSO to the Greater Buchan Area NOVEMBER Returned NOK 0.187 per share to shareholders³

Consolidation of portfolio companies

• Companies with a shareholder interest of more than 50% are accounted by the consolidation method
  • The full net profit/loss is recognized
• Companies with a shareholder interest of less or equal to 50% and more than 20% are accounted by the equity method
  • The Group recognizes its share of the financial results according to its ownership share
• Typically, sales convert to revenues from 0-24 months from signing based on maturity of projects and "ready-to-build" status depending on multiple factors
• Helios local GAAP
• Helios reporting year from 1st May to 30th of April
• Remaining companies IFRS

MAGNORA ASA

100%	Magnora South Africa1
100%	African Green Ventures2
80%	Magnora Offshore Wind

50% Magnora in the UK 47% Kustvind AB 48%³ Hafslund Magnora Sol 40% Helios

CONSOLIDATION METHOD

EQUITY METHOD

Reported financials

Condensed consolidated income statement

NOK million	Note	Q1 2024	Q4 2023 (restated*)	Q1 2023 (restated*)	2023 (restated*)
Operations
Operating revenue	5	0.3	0.2	11.1	12.1
Other income	4	14.9	9.4	0.0	249 2
Operating expense	2	-12.0	-2.4	-6.2	-25.9
Development and M&A expense	2	-14.5	-20.2	-17.4	-74.7
EBITDA		-11.3	-12.9	- 2.6	160.7
Profit/loss from associated companies		9.3	-3.0	26.6	10.5
Operating profit/(loss)		-2.0	-15.9	14.0	171.2
Financial income/(expense)		0.4	-0.2	-0.5	1.8
FX gain/ (loss)		-5.0	1.3	-6.5	0.5
Net financial items		-4.6	1.1	-7.0	2.3
Profit/(loss) before tax		-6.6	- 4.9	7.0	173.6
Tax income/(expense)		0.0	0.0	0.1	0.1
Net profit/(loss)		-6.6	-14.9	7.1	173.7
Net profit/ (loss) discontinued operations	12	1.7	-1.0	3.7	5.2
Total result		-4.9	-15.9	10.7	178.9

Reported financials

Condensed statement of financial position

NOK million	Note	31.03.24	31.03.23	31.12.23
Deferred tax assets	3	8.2	15.1	15.1
Intangible assets		141.5	193.7	135.2
Right-of-use assets		1.0	8.7	1.1
Fixed assets		0.3	19.8	0.3
Goodwill		8.4	35.7	8.4
Loan to associates		21.6	0.0	19.5
Other non-current assets		18.2	0.0	3.4
Investment in associates		53.5	86.0	41.3
Total non-current assets		252.6	359.1	224.3
Trade and other receivables		6.7	19.7	7.3
Other current financial assets		28.7	22.2	25.4
Cash and cash equivalents		308.0	121.4	347.6
Discontinued operations	12	6.9	0.0	0.0
Total current assets		350.3	163.4	380.3
Total assets		603.0	522.4	604.6
Share capital		33.4	32.7	32.7
Treasury shares		-0.5	0.0	-0.5
Other reserves		0.0	0.0	8.6
Other equity		496.9	382.6	497 5
Total shareholders' equity		529.8	415.3	538.3
Non-controlling interest		11.3	45.6	14.0
Total equity		541.1	460.9	552.3
Deferred tax liability		0.4	5.2	0.4
Non-current liabilities		0.1	5.9	0.9
Total non-current liabilities		0.5	11.0	1.3
Trade payables		0.0	0.0	6.3
Overdraft facility*		0.9	0.0	0.0
Provisions		0.0	0.0	4.0
Current liabilities	10	60.5	50.5	40.7
Total current liabilities		61.3	50.5	51.0
Total liabilities		61.8	61.5	52.3
Total equity and liabilities		603.0	522.4	604.6

* As of 31 March 2024, there was no draw on the loan facility, leaving the full NOK 150 million loan facility available.

Reported financials

Condensed statement of cash flow

* As of 31 March 2024, there was no draw on the loan facility, leaving the full NOK 150 million loan facility available.

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