Aega ASA annual report 2022 1
Aega ASA
ANNUAL REPORT
2022
Aega ASA Annual Report 2022 2
Contents
About Aega ......................................................................................................................................................................................... 3
Letter from the CEO .......................................................................................................................................................................... 4
Board of Directors report ................................................................................................................................................................ 6
About Aega ..................................................................................................................................................................................... 6
Activities ......................................................................................................................................................................................... 6
Operations ..................................................................................................................................................................................... 7
Financial Summary ...................................................................................................................................................................... 7
Outlook ........................................................................................................................................................................................... 8
Key risk factors .............................................................................................................................................................................. 8
Responsibility statement .......................................................................................................................................................... 11
Corporate governance in Aega ASA ....................................................................................................................................... 12
Financial statements ...................................................................................................................................................................... 17
Consolidated statement of profit and loss and other comprehensive income ........................................................... 18
Consolidated statement of financial positions ................................................................................................................... 19
Consolidated statement of cash flow .................................................................................................................................... 21
Consolidated statement of change in equity....................................................................................................................... 22
Notes ............................................................................................................................................................................................. 23
Parent company statement of profit and loss and other comprehensive income ..................................................... 49
Parent company statement of financial position ............................................................................................................... 50
Parent company statement of cash flow .............................................................................................................................. 52
Parent company statement of change in equity ................................................................................................................. 53
Notes ............................................................................................................................................................................................. 54
Audit report .................................................................................................................................................................................. 63
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 3
About Aega
Aega ASA is an investment company listed on Euronext Expand - Oslo Stock Exchange. Aega’s main focus is
investments in solar power and renewable energy through industrial and financial investments. Our industrial
investments are mainly smaller existing power plants located in Italy. Additionally, we are expanding our
renewable energy footprint through a financial investments portfolio.
The company’s head offices are in Oslo (NO) and Trento (IT).
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2022 4
Letter from the CEO
Dear shareholders,
2022 was an eventful year for Aega and a dramatic
one for Europe. Especially when it comes to the
region’s energy situation. The Russian invasion of
Ukraine gave spark to a large-scale operation from
governments all over Europe to find reliable
sources and suppliers of energy - independent of
Russia. The result was a dramatic spike in prices for
electricity and extreme volatility especially in the
gas-market which is the determining market for
electricity in Europe and Italy. As we know most
European governments introduced some kind of
subsidy towards households and/or businesses
through the year to off-load the most extreme price
fluctuations. In Italy the government among other
measures, introduced a time limited price cap
towards all producers of solar power under the
feed-in regime. It is important to underline that the
“feed-in” itself is not touched and that the result for
producers – like us - are lower revenues than
otherwise. For Aega the relevant way of looking at
this is as a loss of upside potential as we still receive
both feed-in and get paid a reduced price for the
electricity delivered. Obviously not positive for us as
a company, the effect is 17 months with capped
revenues, however a decision outside our control
and one we must deal with. What would have
happened without this interference is forever
unknown.
Economies of scale
Compared to the previous year we purchased
additional capacity and increased energy
production considerably. As a result of this
revenues increased with approximately 43 percent
to Euro 2,640,155. As the observant reader
understand this number would have been
considerably higher without the previously
mentioned price cap. The effect on our key metric
EBITDA, is even stronger with an increase from
389,321 to 943,577, representing a 142 percent
increase. This development supports our view that
any potential new acquisitions on terms similar to
the existing portfolio will have a non-dilutive and
positive effect on EBITDA.
Business environment
Together with a growing demand for energy in
general we observe that Italy’s ambitions when it
comes to solar power is unchanged or even further
elevated. With increasing population and rising
urbanization, the demand for electricity increases
and conventional systems such as coal and gas-
based power generation hardly offer any business
opportunities going forward. The Italian
government has planned to curtail coal-based
power generation by 2025, and even if this should
be postponed it still strongly indicates a
demand/supply situation in favor of less polluting
sources in general, and renewable sources such as
wind and solar in particular.
In addition, the outspoken goal of Italian
government(s) is to increase the installed
photovoltaic capacity from around 22 GW today to
around 60 GW in 2030. The growth is expected to
come from renovation of existing plants and
construction of new ones, especially utility-scaled
sized above 0.8MW. This is exactly the segment
where Aega operates, and a logic that we believe in
and act upon. To take the reasoning one step
further we also know that the irradiation from the
sun is strongest in the southern parts, while the
demand is strongest further north. This supports
our diversification when it comes to the
geographical location of our parks.
Pipeline
As we have communicated earlier, we have focused
on optimizing of production and cost control since
the price-cap was introduced in October
(retrospective force from February 2022 to June
2023). However, we have used the time well and at
the moment we have a large and very firm pipeline.
We believe this to be important as this gives us the
flexibility to move if the timing allows it. Given the
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 5
energy situation in Italy and the arguments listed
earlier, we now focus on second-hand parks with
characteristics like the existing portfolio, and ready
to build projects. Our focus is still with smaller
parks as the bureaucracy is far less prominent for
any project below 5-10MW, and this gives us a
predictability we cherish. As our existing portfolio is
about halfway into the feed in period, we already se
potential for the years after “end of feed in” as
refitting of existing parks will become an
opportunity within 5-8 years. The technology has
developed substantially, and we already see that a
refitting of a 1MW park would give up to 3MW with
2023 technology. It is a premature at the moment,
because of the feed in incentives, however this will
become interesting further down the line. Also for
the Aega parks.
Financial investents
Norsk Solar is our only financial investment of any
mentionable size outside our industrial business.
Aega holds approximately 5.3% of the outstanding
shares in the company, and as Norsk Solar from
Q2/21 is a listed company we book our holding at
market value from that point. We remain
committed to supporting them in their work to
succeed in the parts of the market where we do not
operate. At the same time, we recognize that the
development in the NSOL share price the last year
have a considerably effect on our P&L as the waste
amount of “finance cost” is related to this holding
and the decrease in market value/share price of
NSOL.
Concluding remarks
When I look at the business environment in which
Aega operate it is quite a few opportunities and
factors to consider.
We know that Italia most probably not will be self-
sufficient when it comes to electricity/energy before
2040. This represents a huge opportunity when it
comes to a range of sources for energy including
solar. Even though Italy is the European country
that has developed the most solar power per
capita, the aim is to triple it over the next decade.
From 22 to 60 GW. The country has the eight largest
economy in the world, and Europe’s fourth largest.
Measured by GDP. Italy has around 60 million
inhabitants and an enormous amount of small and
medium sized businesses. All of them consumes
electricity.
Additionally, if we look at this from a non-EU point
of view as many of my readers might be situated
e.g., in Norway. Aega operates in Italy within the
European union. Any investment done by Aega or
with us gives exposure to the business of renewable
energy in general and solar in particular. We aim to
be an attractive player for anyone looking for
exposure towards the Italian renewable market,
with revenues denominated in euro and present in
a fast-growing region for the European
energytransition.
We are proud to contribute to a positive impact on
environment and have great belief that this is an
industry that will flourish and grow for decades
ahead. I, and the team, will continue to work to
strengthen Aega as a company and to contribute to
the deliverance of clean solar power to Italy and
Europe.
Best regards,
Nils Petter Skaset
CEO
Aega ASA Annual Report 2022 6
Board of Directors report
About Aega
Aega ASA (“Aega” or the "Company") is an energy
company listed on Euronext Expand. Aega ASA and
its subsidiaries are referred to as the Group. Aega’s
current portfolio consists of industrial and financial
investments within renewable energy in general
and solar power especially.
As of 27 April 2023, the Company owns nine solar
parks located in Italy, with a combined production
capacity of approximately 8.4 GWh per year.
Through 2022 we have continued to develop our
pipeline and focused on cultivating relations with
potential sellers of both existing solar parks and
new builds. Our pipeline is strong and firm and in
addition to the secondhand market, we also see a
growing potential in purchasing Ready-To-Build
projects of 1-3 MW size. Today our very firm backlog
of acquisition targets is about 10MW of parks under
feed in tariff and approximately 40MW of smaller
ready to build projects. Where many others focus
on large scale projects with a lot more regulatory
risk, we believe the more fragmented part of the
market offer less risk, shorter way to cash flow and
better returns. We are still investigating these
opportunities and look opportunistic on further
acquisitions.
The headquarters are in Oslo (NO) and Trento (IT).
Activities
Purchase of solar parks
On 11 February 2022, Aega purchased Actasol 4 s.r.l.
and Actasol 16 s.r.l. The two parks have a combined
installed power of 1.4 MWp. The parks are located
near each other in the Marche region. Both solar
parks are ground mounted power plants. Actasol 4
is benefitting from Conto Energia 3 and feed in tariff
end is 11 years from cut-off date. Actasol 16 is 11
years from cut-off date and benefits from Conto
Energia 4.
On 12 September 2022, Aega purchased Terrasol
s.r.l. and Solar s.r.l. The parks have a combined
installed power of 2 MWp. Terrasol is located in
Sicily and benefits from Conto Energia 4 with a
feed-in tariff that ends in 10 years from acquisition.
Solar is located on Sardinia and benefits from
Conto Energia 4, with a feed-in tariff that ends in 10
years from acquisition.
Convertible loan
21 June 2022 Aega successfully completed a private
placement of a convertible loan of NOK 19.88
million. The loan carries an interest at 3-month
NIBOR plus 5.75%, with an upper maximum interest
of 10 %. The loan is secured with a pledge in the
company’s shares in and claims in Aega Solar AS.
The lenders may convert their respective principal
amount of the loan to shares at a subscription price
of NOK 1, subject to customary terms and
conditions, from December 31 20222.
August 31, 2022, Aega accepted and offer for further
financing. The financing consisted of NOK 5 million
in new shares at a price of NOK 1 per share. In
addition, a convertible loan of NOK 10 million was
issued towards the same investor. The loan carries
same terms as the convertible loan of June 21,
2022. By issuing the Loan, Aega has
succeeded in placing the previously announced
convertible loan with proceeds of NOK 30 million.
Furthermore, strengthening of the equity by the
Share Issue will give the Company increased
possibilities for further work towards
implementation of Aega's long-term strategy.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 7
Operations
Through 2022 the power production was as
expected and in line with the business plan. We
have conducted maintenance and standard
upgrades on the solar parks acquired through 2022.
Other than that, we had one minor incident in one
park that resulted in some downtime. Most of this
was covered by insurance. In general, operations
have worked as planned.
Aega has a standard setup that it implements at
each new plant. This includes operations and
maintenance, monitoring and security. Aega’s aim
is to maximize the cash flow from the solar parks
looking at the kWh production versus cost.
In October the Italian government followed France,
Spain and others and imposed a decree that de
Facto caps energy prices for solar energy-producing
assets under feed-in tariff regime. The decree is
time limited and came into retroactive force from
February 1, 2022, ending June 30, 2023. For Aega
this means that our main source of revenue – the
Feed in Tariff - will remain unchanged, while our
sale of electricity is capped. Given this price cap
imposed by Italian government we have through
Q4-22 and into Q1-23 focused on efficient
production and cost control.
Financial Summary
In 2022, Aega’s revenue was EUR 2,640,155
compared to EUR 1 840,784 in 2021. The increase is
mainly driven by the acquisition of four additional
solar plants in 2022. Operating profit for 2022 was
minus EUR 456,142 compared to minus EUR
509,987 for 2021.
At the end of 2022, the company had non-current
debt of EUR 13,139,408 compared to 7,893,853 at
the end of 2021. Cash and cash equivalents were
EUR 2,534,385 at the end of 2022, compared to EUR
4,300,351 one year prior. The company’s liquidity is
deemed sufficient.
Total equity was EUR 8,661,968 at year-end 2022,
compared to EUR 10,263,994 one year earlier.
Events after year-end
No significant events to report. The government
introduced capping of revenues in Italy for
companies under the feed-in tariff regime is
supposed to end June 30, 2023, and the company
has not received any signals that this will change.
War in Ukraine
So far, the Ukrainian war has not affected Aega
operations. However, we see even more interest for
solar power as the governments in Europe through
2022 have executed urgent measures to become
less dependent on Russian gas. There has been
quite substantial volatility in the price of electricity
in Italy during the year. Italian gas inventories are
well above 80% at year-end 2022, up for around 10
% at end of 2021. The reason for this is among other
factors a national plan to contain energy
consumption and favorable weather conditions.
The achievement of increasing the energy (gas)
inventories to these levels is not to be neglected
when you consider that Italy is the 8th largest
economy in the world and has approximately 60
million inhabitants.
Aega ASA Annual Report 2022 8
Outlook
Given the current market situation the
management and board of directors look positive
and opportunistic on new investments. The
Company has good access to deal flow and are in
negotiations with several possible sellers of solar
power plants in Italy in addition to the possibilities
to enter new builds.
It is the management’s firm belief that Aega’s
position as an agile investment company will
provide the opportunity to create shareholder value
over the next years.
Key risk factors
The Group is dependent on government
subsidies
For the Italian solar power plants investments, Aega
depends substantially (80-90% of revenue) on
government incentives (feed-in-tariff). A reduction
of government support and financial incentives for
the installation of solar power plants in Italy could
result in a material decline in revenues and possibly
the availability of investment opportunities, which
would have a material adverse effect on the
business prospects, financial condition, and results
of operations of the Group.
Through 2022 some political risks have materialized
through the imposed decree that caps the
company’s revenues related to sale of energy. The
result is less revenues than anticipated as the cap
imposed is lower than market price for the energy.
The cap is to be lifted from 1. July 2023.
Currency risk
The Company is located in Norway and has the
main share of its operations through Italian
subsidiaries. All revenues are denominated in EUR,
while costs occur in both EUR and NOK. The
Company will therefore be exposed to currency risk,
primarily to fluctuations in EUR towards NOK. Such
fluctuations could materially adversely affect the
Company’s business, financial condition, or results
of operations. In addition, at year end the main
reserves of the Company was kept in EUR.
Interest rate risk
Aega prefers to fund any acquisition of solar power
plants with debt and equity. Interest rates could
significantly reduce the profitability of investing in
solar power plants, which could have a material
adverse effect on the Group’s business, prospects,
financial condition and results of operations.
Credit risk
The Company is exposed to credit risk through cash
and cash equivalents, and receivables. The
Company’s banks are mainly large Norwegian and
Italian financial institutions. The main receivables
are from GSE, a subsidiary owned by the Italian
Ministry of Economy and Finance. The risk of loss
on cash and receivables is considered to be low.
Liquidity risk
Liquidity risk is the risk of the Company not being
able to meet its obligations. The company seeks to
have a high portion of its capital employed in the
business, therefore taking liquidity risk. This risk is
considered low.
Employees, anti-discrimination, and
environment
The Company had two employees as of 31
December 2022, both men. The Company seeks to
employ the best qualified person regardless of race,
gender, or sexual persuasion.The Board of Directors
consists of one woman and two men. The
company’s activities have in 2022 been industrial
investments in solar power plants and financial
investments within the same sector. The company
aims to have a negative carbon footprint.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2022 9
Corporate social responsibility
Aega observes the UN Global Compact's 10
principles in the areas of human rights, labour
rights, the environment and anti-corruption, and it
gives particular priority to the environmental
principles.
The Corporate Strategy, Corporate Governance and
the Code of Conduct Policy constitute the
fundamental steering principles in the Company.
Together these form the foundation of how we
should act and operate in the Group as well as
giving the priorities and the direction of the
Company.
Work environment
The Company has a strong focus on health, safety
and environment (HSE) for its employees,
subcontractors and customers, embedded in our
zero-accident objective. We are closely monitoring
the established procedures for operations, and on
the solar parks. Continuous efforts involve
planning, training of personnel and careful
selection of subcontractors.
The objective of zero accident applies to personnel
injuries, harm to the environment and material
damage.
Environment
The Company’s main operation in the reporting
period is production of renewable energy. The
group has focus on getting as high production from
our plants as possible and minimize downtime.
Code of conduct
The Company takes a zero-tolerance approach to
modern slavery, bribery and corruption and is
committed to acting professionally and with
integrity in all our relationships and business
dealings.
The Company has not implemented specific
guidelines for social responsibility.
Corporate governance
Corporate governance is the Board of Directors’
most important instrument for ensuring that the
Company’s resources are managed in an optimal
manner and contribute to long-term value creation
for shareholders. Reference is in this regard made
to the separate presentation of the company’s
corporate governance in this annual report.
Going concern
Pursuant to section 3-3a of the Norwegian
Accounting Act, confirmation is hereby given that
the going concern assumption is realistic. That
assumption rests on the company’s financial
position, including events after the balance sheet
date, as well as profit forecasts for 2023 and the
company’s long-term strategic predictions for the
years to come.
Insurance coverage
Board liability insurance has been established for
the board members and the general manager for
their possible liability to the company and third
parties. The total insurance coverage is up to NOK
50 million (group agreement).
Transparency Act
The Group’s account of due diligence in
accordance with the OECD Guidelines for
Multinational Enterprises will be published on the
website www.aega.no.
Allocation of profit and loss
The net loss for 2022 was EUR 1,974,937, total
comprehensive income was minus EUR 2,007,595
and the Board proposes that the annual general
meeting resolves that the loss is allocated to Other
Reserves. Following this allocation, the company
will have total equity of EUR 8,661,968.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2022 10
Oslo, 27 April 2023
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
Aega ASA Annual Report 2022 11
Responsibility statement
The Board confirms, to the best of their knowledge, that the financial statements for the Company for 2022 have
been prepared in accordance with the with IFRSs and IFRICs as adopted by the EU and additional disclosure
requirements in the Norwegian Accounting Act, and that should be used as of 31 December 2022.
The information presented in the financial statements for 2022 gives a true and fair view of the Company’s
assets, liabilities, financial position and results for the period viewed in their entirety, and that the Board of
Directors’ report gives a true and fair view of the development, performance and financial position of the
company, and includes a description of the material risks that the Board of Directors, at the time of this report,
deem might have a significant impact on the financial performance of the Group.
Oslo, 27 April 2023
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 12
Corporate governance in Aega ASA
Implementation and reporting on
corporate governance
Pursuant to section 3, sub-section 3b of the
Norwegian Accounting Act, Aega ASA is required to
include a description of its principles for good
corporate governance in the directors’ report of its
annual report or alternatively refer to where this
information can be found. The Norwegian
Corporate Governance Board (NCGB) has issued
the Norwegian code of practice for corporate
governance (the code), which can be found at
www.nues.no. Observance of the code is based on
the “comply or explain” principle, which means that
companies must explain either how they comply
with each of the recommendations in the code or
why they have chosen an alternative approach. The
Oslo Stock Exchange requires that listed companies
provide an annual explanation of their corporate
governance policy in line with the applicable code.
The following presentation of Aega ASA's corporate
governance follows the same structure as the code.
The business
Aega is an energy company listed on Euronext
Expand in Oslo. The Company has two main
business areas. One that focuses on acquisitions of
smaller existing solar parks (below 5MWp capacity)
in Italy. This is defined as Aega’s industrial
investments. The other area is financial investments
within renewable energy in general, and solar
power especially.
In Aega ASA’s articles of association the company’s
activities and purpose is defined as “Investments in
and ownership of companies within the solar
energy industry and all activities related to this. The
company may also invest in financial instruments,
mainly in shares, equity certificates and derivatives
of these, and engage in activities in relation to this.
Equity
Total equity as of end 2022 was EUR 8,661,968, and
the number of outstanding shares was 71,375,949,
all with equal rights and listed on Euronext Expand.
Equal treatment of shareholders and
transactions with associated parties
Share class
All outstanding shares of Aega ASA are of the same
share class, carry the same rights to dividends and
carry one vote.
Transactions with associated parties
Should Aega ASA be a party to a transaction with
parties associated to the company or with
companies in which directors or senior executives,
or their close associates, have a significant interest,
directly or indirectly, the parties concerned must
immediately notify the board. All such transactions
must be approved by the board and, where
required, also the general meeting. Such
transactions must also, where required, be reported
to the market. In the event of any not immaterial
transactions between the company and associated
parties, the board will arrange for a valuation to be
obtained from an independent third party. See note
6 for related party transactions. All related party
transactions during the year have been approved
by the board and are in accordance with arm length
principles.
Own share transactions
Aega ASA holds no own shares.
Aega ASA Annual Report 2022 13
Conflicts of interest
The company has guidelines for handling conflicts
of interest. If a board member or executive has
other commitments or interests that may result in a
conflict of interest on a more regular basis, or in
other extraordinary circumstances, additional
procedures for the board’s proceedings will be
implemented, in order to avoid such conflicts of
interest occur.
Freely negotiable shares
The Aega ASA share is listed on Euronext Expand.
All shares are freely negotiable. The articles of
association impose no restrictions on the
negotiability of the shares.
General meetings
The general meeting is Aega ASA’s highest
authority. The board endeavours to ensure that the
general meeting is an effective forum for
communication between the board and the
company’s shareholders. As a result, the board
seeks to facilitate the highest possible participation
by the company’s shareholders at the general
meeting. The company’s general meetings in 2022
were held in accordance with the Norwegian Public
Companies Act.
The general meeting is normally held before 1 June.
Notice of the meeting is published in a stock
exchange announcement and sent to all
shareholders no later than 21 days before the
general meeting. The notice and supporting
documentation for items on the agenda are also
published on the company’s website no later than
21 days before the general meeting.
Provision is made to vote in advance of the
company’s general meeting. Shareholders who
cannot attend the general meeting in person are
able to appoint a proxy to vote on their behalf. In
the proxy form the shareholder can also give the
proxy instructions on how to vote on each agenda
item.
The board determines the agenda for the general
meeting. However, the most important items on the
agenda are dictated by the Public Companies Act
and the company’s articles of association. Minutes
of the meetings are published in stock exchange
announcements and posted to the company’s
website.
Nomination committee
The nomination committee submits justified
recommendations to the general meeting on the
election of directors and nominates candidates for
the election of board members and chair.
Furthermore, the committee will submit proposals
for the remuneration of directors and recommend
members to the nomination committee.
Establishment of the committee is stipulated in the
articles of association, and its work is regulated by
instructions adopted by the general meeting.
Nomination committee members are independent
of the board and the company’s executive
management.
Members of the committee receive a fixed
remuneration, which is not dependent on results.
The general meeting decides on all
recommendations made by the committee.
Corporate assembly and board of
directors: composition and independence
Aega ASA does not have a corporate assembly.
The board is organized in accordance with the
Public Companies Act, with one woman and two
men, all elected by the shareholders.
Aega ASA regards all its board members as
independent of the company’s executive
management. The board members are also
regarded as independent from all significant
business partners, while the chairman is considered
Aega ASA Annual Report 2022 14
as related party to Mamalao AS – one of the
company's largest shareholders.
For list of shares held by management and board of
directors see note 5.
The board members and chair are elected by the
general meeting and are elected for two-year terms.
Elections are conducted in such a way that new
directors can join the board every year.
The work of the board of directors
The board is responsible for the management of the
Company, and the board’s work is regulated by
instructions. The board is responsible for the
management of the Company, which includes
determining the Company’s strategy and overall
goals, approving investments, and ensuring an
acceptable organization of the business in line with
the Company’s articles of association. The board
can also determine guidelines for the business and
issue orders in specific cases. The board members
must look after Aega ASA’s interests holistically, and
not their individual interests.
The board shall keep itself updated on the financial
position of the company, and ensure that the
business, accounts, and management are under
assuring quality control. The board makes
enquiries, if necessary, to perform its oversight
responsibility. The board shall make such enquiries
at the request of one or more board members. The
board oversees the work of the executive
management.
The board conducts an annual evaluation of its
work, competence, and performance.
The board of directors are the remuneration
committee for the CEO.
The board has evaluated the need for an audit
committee, and for the time being decided that the
Board shall function collectively as the audit
committee.
Instructions for the board’s work
The company has instructions for the board's work.
It contains the following main points; the board’s
responsibilities and duties, the executive
management’s obligations to inform the board, and
guidelines for the board’s proceedings.
Division of duties between the board and the
executive management
A clear division of responsibility has been
established between the board and the executive
management. The chair is responsible for ensuring
that the work of the board is conducted in an
efficient and correct manner in accordance with
relevant legislation. The CEO is responsible for
operational management of the Company and
reports regularly to the board.
The mandate and responsibilities of the chief
executive officer is regulated in the management
agreement. The board oversees the fulfilment of the
agreement.
Financial accounting
The accounting is outsourced to an external
accounting firm. The board receives financial
reporting for the Company and the Group quarterly.
Financial and performance reports from the solar
plants are received more frequently. All these
reports constitute the foundation for the evaluation
and potential adjustments of the Company's
strategic goals. The reports also form the basis for
the Company's external financial reporting. External
financial reports are approved by the board.
The board ensures that the auditor fulfils a
satisfactory and independent control function. It
presents the auditor’s report to the general
meeting, which also approves the remuneration of
the auditor.
Aega ASA Annual Report 2022 15
Plan for the board's work
The board focuses on the company’s objectives
and strategy, and the implementation thereof, and
every year the board sets a plan for the board
meetings for the coming year. In addition to the
planned meetings, the board is summoned for extra
meetings if needed. All board members receive
background information related to the agenda
points well in advance of the meeting. The board
members are free to consult the administration if
needed. Normally the CEO summons the board,
and the agenda is set by the CEO and the chair. The
administration is responsible for preparing
background material for the board meetings.
Confidentiality
The board’s proceedings and minutes are
confidential unless the board decides otherwise.
Risk management and internal control
The board receives financial and operational
reporting from management regularly and
evaluates the operational and financial
performance up against the assumptions in the
projections underlying the initial investment
decision and the investment criteria. The board
makes a yearly evaluation of company risk, risk
control and internal control including in relation to
the financial reporting process.
Managing investment risk
The company's investment criteria contain strict
limitations on investment risk, and each investment
case must pass a rigorous due diligence before the
management company makes an investment
recommendation to the board. The investment
process is designed to minimize the risk of an
investment turning out to not meet the financial
goals set for the investments.
Remuneration of the board of directors
The nomination committee recommends the
directors’ fees to the general meeting, and takes
account of their responsibility, qualifications, time
spent and the complexity of the business. Directors’
fees are not profit-related or in any other way linked
to the Company's performance. Aega ASA has not
issued any options to its directors.
Remuneration of executive management
The Note 17 statement on the remuneration for
senior executives highlights the remuneration
policies adopted by the company.
Information and communication
Aega ASA keeps shareholders and investors
regularly informed about its commercial and
financial status. The board is concerned to ensure
that actors in the stock market receive the same
information at the same time, and all financial and
commercial information is accordingly made
available on the Company’s website. Stock
exchange announcements are distributed through
www.newsweb.no.
The annual financial statements for Aega ASA are
made available on its website at least three weeks
before the general meeting. The Company
publishes an annual financial calendar which is
available on the Oslo Stock Exchange website.
The board gives emphasis to openness and equal
treatment in relation to all players in the market
and strives always to give as correct a picture as
possible of the Company’s financial position.
The board has established guidelines for handling
of inside information, such as the Company's
reporting of financial and other information. These
guidelines also guidance for the Company's contact
with shareholders other than through general
meetings.
Aega ASA Annual Report 2022 16
Takeovers
Aega ASA’s articles of association contain no
restrictions on or defence mechanisms against the
acquisition of the Company’s shares, and the
company has no internal guidelines that limits a
takeover. In accordance with its general
responsibility for the management of Aega ASA, the
board will act in the best interests of all the
Company’s shareholders in such an event. Unless
special grounds exist, the board will not seek to
prevent takeover offers for the Company’s business
or shares. Should an offer be made for the shares of
Aega ASA, the board will issue a statement, which
recommends whether shareholders should accept
it. If necessary, the board will also make available
an independent third-party assessment of the
takeover offer.
In August 2022 Aega issued a convertible loan to its
investor Mamalao AS. This loan comes with a
change of control clause related to the Aega ASA
chairman. If the chairman is exchanged, Mamalao
has the right (not duty) to demand partially or full
repayment of its loan.
Auditor
The auditor is elected by the general meeting. The
annual financial statements are audited by
PricewaterhouseCoopers AS. The board receives
and considers the auditor’s report after the
financial statements for the relevant year have been
audited. The auditor submits an annual plan for the
conduct of audit work and attends board meetings
when the consideration of accounting matters
requires its presence. In at least one of these
meetings, the auditor makes a presentation to the
board without the executive management being
present. The auditor presents a declaration of
independence and objectivity. Relations with the
auditor are regularly reviewed by the board to
ensure that the auditor exercises an independent
and satisfactory control function. The board
presents the auditor’s fee to the general meeting for
approval by the shareholder
Oslo, 27 April 2023
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
Aega ASA Annual Report 2022 17
Financial statements
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 18
Consolidated statement of profit and loss and other comprehensive
income
(EUR)
Note
2022
2021
Feed-In Tariff revenue
2
2 143 942
1 352 686
Sales of electricity
2
496 213
488 098
Revenues
2 640 155
1 840 784
Personnel expenses
3,5
-497 045
-435 070
Other operating expenses
4,5
-1 199 533
-1 016 393
Depreciation and amortization
13,15
-1 399 719
-899 309
Operating expenses
-3 096 297
-2 350 771
Operating profit
-456 142
-509 988
Finance income
8
153 583
769 809
Finance costs
8
-2 032 475
-247 202
Net foreign exchange gain/(losses)
8
422 963
-233 681
Profit before income tax
-1 912 071
-221 062
Income tax
7
-62 866
-75 331
Profit for the period
-1 974 937
-296 393
Earnings per share continuing operations
9
-0.03
-0.01
Avg. no of shares
10
71 375 949
57 375 949
Other comprehensive income
Items that may be reclassified to profit and loss
Translation differences
1.5.1.3
-32 658
362 310
Total comprehensive income
-2 007 595
65 917
Profit for the period attributable to:
Equity holders of the parent company
-2 007 595
65 917
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 19
Consolidated statement of financial positions
(EUR)
Note
31.12.2022
31.12.2021
ASSETS
Property, plant and equipment
12,13
11 721 516
6 367 486
Right-to-use assets
12,15
5 355 419
3 698 258
Financial investments
16
1 501 612
2 894 992
Non-current assets
18 578 547
12 960 736
Receivables
14
1 858 711
1 095 273
Other current assets
14
1 240 192
1 144 024
Cash and short-term deposits
14
2 534 385
4 300 351
Current assets
5 633 288
6 539 648
TOTAL ASSETS
24 211 835
19 500 384
EQUITY AND LIABILITIES
Share capital
10
7 499 938
6 996 859
Share premium
10
7 665 664
7 763 174
Paid in capital
15 165 602
14 760 033
Miscellaneous other equity
-6 572 715
-4 597 778
Foreign Currency translation reserve
69 081
101 739
Other equity
-6 503 634
-4 496 039
Total equity
8 661 968
10 263 994
Long term loans
14
5 241 641
4 337 490
Convertible loans
14
2 841 979
0
Leasing
14,15
5 055 788
3 556 364
Total non-current liabilities
13 139 408
7 893 853
Leasing
14,15
467 351
232 291
Trade payables and other payables
14
1 060 868
541 665
Short term financing
14
769 260
474 260
Current tax
7
112 980
94 320
Total current liabilities
2 410 459
1 342 537
Total liabilities
15 549 867
9 236 390
TOTAL EQUITY AND LIABILITIES
24 211 835
19 500 384
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 20
Oslo, 27 April 2023
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Aega ASA Annual Report 2022 21
Consolidated statement of cash flow
(EUR)
Note
2022
2021
Profit before tax
-1 912 071
-221 062
Paid income taxes
7
-94 320
-61 453
Depreciation
12
1 399 719
899 309
Changes in trade receivables and trade payable
13
-660 772
35 594
Changes in other accruals
-43 023
29 889
Fair value adjustment financial assets
8
1 448 561
-704 054
Cash flow from operations
138 094
-21 778
Acquisition net of cash acquired
12
-3 826 327
-344 131
Financial investments
16
0
-176 301
Cash flow from investments
-3 826 327
-520 433
Proceeds from issue of shares
10
405 569
2 460 133
Sale of treasury shares
10
0
81 361
Convertible loan issue
2 823 183
0
Lease payments
15
-555 683
-345 966
Repayment of loans
14
-750 802
-439 928
Cash flow from financing
1 922 267
1 755 600
Cash at beginning of period
4 300 351
3 086 962
Net increase/(decrease) in cash and cash equivalents
-1 765 966
1 213 389
Cash at end of period
2 534 385
4 300 351
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 22
Consolidated statement of change in equity
(EUR)
Share
capital
Share
premium fund
Other
equity
Currency
translation
reserve
Total
equity
Equity 31.12.2021
6 996 859
7 763 174
-4 597 778
101 739
10 263 994
Profit (loss) after tax
0
0
-1 974 937
0
-1 974 937
Other comprehensive income
0
0
0
-32 658
-32 658
Share issue
503 079
-97 510
0
0
405 569
Equity 31.12.2022
7 499 938
7 665 664
-6 572 715
69 081
8 661 968
(EUR)
Share
capital
Share
premium fund
Other
equity
Currency
translation
reserve
Total
equity
Equity 31.12.2020
5 162 293
7 056 247
-4 301 385
-260 571
7 656 584
Profit (loss) after tax
0
0
-296 393
0
-296 393
Other comprehensive income
0
0
0
362 310
362 310
Sale of own shares
32 548
48 813
0
0
81 361
Share rights issue
1 802 018
658 115
0
0
2 460 133
Equity 31.12.2021
6 996 859
7 763 174
-4 597 778
101 739
10 263 994
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 23
Notes
General information
Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA
is Thunes Vei 2, NO-0274 Oslo, Norway.
The parent company was listed on Euronext Expand in 2011. The consolidated financial statements for Aega
ASA, including disclosure requirements for the accounting period ended 31 December 2022, were approved by
the Board of Directors and CEO on 27 April 2023.
Note 1: Basis for preparation
The consolidated financial statements for the financial year 2022 have been prepared in accordance
International Financing Reporting Standards (IFRS) as adopted by the European Union and interpretations
issued by the International Accounting Standards Board (IASB) that are relevant to the Group. In compliance
with the Norwegian Accounting Act, additional disclosure requirements are included in the notes to the financial
statements. The financial statements have been prepared on a historical cost basis, except for financial assets
measured at fair value.
All amounts are presented Euro if not otherwise stated.
1.1. Going concern
The annual accounts have been prepared based on the going concern assumption. This is based on the group’s
plans, budgets and level of activity going forward.
1.2. Segment reporting
For management purposes, the group is organised into one segment, the Italian solar power business.
Since the company only has one segment it does not publish separate segment reporting.
1.3. Approved IFRSs and IFRICs with effect for the group
A number of new standards and amendments to standards and interpretations are effective for annual periods
beginning on or after 1 January 2022. None of these have significant effect on the consolidated statements of the
Group.
1.4. Use of estimates and assumptions
The preparation of financial statements in accordance with IFRS requires management to make estimates,
judgments and assumptions that both affect the application of accounting principles and the reported amounts
of assets, liabilities, revenues and costs. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the circumstances.
Actual results may differ from the estimated amounts. Estimates, judgments and underlying assumptions are
continuously assessed. Changes in estimates are recognized in the accounting period when the estimates are
changed and in future accounting periods affected by the changes.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 24
Key areas for judgments, assumptions and estimates at the balance sheet date, which have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
discussed in the respective notes.
1.5. Significant accounting principles
The accounting principles have been consistently applied in all periods for all the group companies. Where
required, the subsidiaries’ financial statements have been adjusted to ensure consistent accounting principles
within the Group.
1.5.1. Foreign currency
1.5.1.1. Functional currency and presentation currency
The group’s presentation currency is the Euro (EUR) and the parent company’s functional currency is the
Norwegian Krone (NOK).
1.5.1.2. Consolidation
The accounts of any unit in the group which uses a functional currency deviating from the group’s functional
currency are translated to NOK as follows:
• Assets and liabilities are translated at the foreign exchange rate at the balance sheet date,
• The income statement is translated at average exchange rates for the period, and
• All exchange differences are booked to other comprehensive income
On disposal of a foreign operation, the accumulated translation differences relating to the subsidiary are
recognised in the statement of profit and loss.
Translation differences arising from the translation of a net investment in foreign operations are specified as
translation differences in the statement of equity.
The functional currencies of the group entities are NOK and EUR. At year end, the statement of financial position
was converted from functional currency to presentation currency EUR using 10,51 and 9,99 for 31 December 2022
and 2021 respectively.
The group consolidates all subsidiaries at the Aega ASA level.
1.5.1.3. Transactions and balances in foreign currency
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in
a foreign currency are translated into the functional currency using the exchange rate applicable at the end of
the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
Change in exchange rates are recognised in the statement of comprehensive income as they occur during the
accounting period. These changes are likely to be reversed in the profit and loss going forward.
Aega ASA Annual Report 2022 25
1.5.2 Fixed assets
The group’s property, plant and equipment are stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All
other repairs and maintenance are charged to profit or loss during the reporting period in which they are
incurred.
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period. Acquisition of solar parks SPVs are considered as acquisition of fixed assets.
1.5.3 Leasing
The group leases office space and land related to solar power plants. Office leases are typically made for fixed
periods. Land lease agreements will normally have a duration equal to the Feed-in-tariff period of the associated
plant.
Contracts may contain both lease and non-lease components. The group allocates the consideration in the
contract to the lease and non-lease components based on their relative stand-alone prices.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of lease payments over the leasing period.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a
straight-line basis.
Note 2: Revenue recognition
The group derives the following types of revenue:
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair
value of the consideration received or receivable, considering contractually defined terms of payment and
excluding taxes or duty.
(EUR)
2022
2021
Feed-In Tariff revenue
2 143 942
1 352 686
Sales of electricity
496 213
488 098
Revenues
2 640 155
1 840 784
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 26
From solar power plant operations, the group has two main sources of revenue:
Feed-in Tariff (FiT)
The Feed-in Tariff is a fixed nominal fee that is paid to the operator of a solar power plant for each kWh of
produced electricity over the 20-year contract period. Payment of FiT is managed by Gestore dei Servizi
Energetici (“GSE”), which is a governmental agency with the purpose of promoting and supporting renewable
energy sources in Italy. The fixed Feed-in Tariff received from GSE typically represents approximately 80-90% of
the solar power plant revenues. The payment is settled once a year based on production the previous year.
From an accounting perspective Aega recognises full Feed-in Tariff when the electricity is produced.
Sales of electricity
The actual wholesale price of electricity is paid to the operator of a solar power plant for each kWh of produced
electricity the system feeds into the grid.
Revenue from the sale of electricity is recognised once delivery has taken place and the risk and rewards of
ownership have been transferred.
Note 3: Personnel expenses
Payroll and related expenses
2022
2021
Salaries and vacation pay
378 741
314 105
Social security tax
37 430
36 144
Pension expense
22 480
26 215
Remuneration to the Board of Directors and nomination committee
58 393
58 606
Total payroll and related expenses:
497 045
435 070
In 2022 the group had two average work years employed compared to two in 2021.
The Company has a defined contribution pension scheme that complies with the Norwegian occupational
pension legislation (called “OTP”). The pension contributions were 2 % for the Company in 2022. The retirement
age for all employees, including the management, is 70 years. The Group is obliged to have an occupational
pension scheme pursuant to the Act on Occupational Pensions. The Group's pension plans meet the
requirements of this Act.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 27
Note 4: Remuneration to auditors
(EUR)
2022
2021
Statutory audit
73 364
82 490
Other assurance services
17 815
3 500
Total remuneration to auditors
91 178
85 990
The Group is audited by PricewaterhouseCoopers.
Note 5: Remuneration to management and Board of Directors
Remuneration to the Board of Directors:
All numbers in NOK
Board remuneration
Other expensed
benefits
Name
Position
Periode served to/from
2022
2021
2022
2021
Halldor Christen Tjoflaat*
Chairman
From 28 December 2017
250 000
250 000
623 799
835 938
Jan Peter Harto**
Member
From June 2020
150 000
150 000
0
20 000
Kristine Malm Larneng
Member
From 28 December 2017
150 000
150 000
0
0
*In addition to his role as Chairman of Aega ASA, Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as
sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. This structure is implemented to reduce
management resources spent on following up the Italian SPVs.
**In addition to his role as board member of Aega ASA, Mr. Harto has received remuneration for his role in the nomination committee.
Remuneration to management:
All numbers in NOK
Salary
Other expensed
benefits
Name
Position
Periode served to/from
2022
2021
2022
2021
Nils Petter Skaset
CEO
From February 2020
2 023 692
1 800 000
73 268
5 188
Aega ASA Annual Report 2022 28
Shares held by the board of directors and management as of 31.12.2022
Person
Role
Ownership with control
Halldor Christen Tjoflaat
Chair
Through Mamalao AS, controls 5 086 643
shares (7,1 percent).
Through RYBO NOR AS, controls 1 738 735
shares (2,4 percent).
Jan Peter Harto
Board member
Through Jan P Harto AS controls 1 210 566
shares (1,7 percent).
Nils Petter Skaset
CEO
Through Brezza AS, controls 882 793
shares (1,2 percent).
Ingebrikt Bjørkhaug
CFO
Owns directly 313 807 shares (0,4
percent).
Fabio Buonsanti
COO
Owns directly 48 745 shares (0,1 percent).
Note 6: Related party transactions
Related party transactions are transfers of resources, services or obligations between the reporting entity and a
related party, regardless of whether a price is charged.
The Company has given a loan of NOK 3 million to Bolshøyden AS. The chairman Mr. Tjoflaat, of Aega ASA is also
chairman of Bolshøyden AS. NOK 1,5 million of the loan was repaid in 2022. The loan has an interest rate of 15%
and is secured with first priority lien in a property of about 59,000 square meters positioned outside Molde on
Bolsøya (1502-19/59).
In addition, Aega ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the
chairman Mr. Tjoflaat. The agreement is a back-to-back rent agreement with a potential 2% margin to cover cost
of the renting company.
Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all
subsidiaries and with special responsibility for the Italian subsidiaries. The remuneration for 2022 was NOK
623 799.
In August 2022 Aega issued a convertible loan to its investor Mamalao AS. This loan comes with a change of
control clause related to the Aega ASA chairman. If the chairman is exchanged, Mamalao has the right (not duty)
to demand partially or full repayment of its loan.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 29
Note 7: Tax
Income tax expense consists of current tax and changes to deferred tax. Current tax comprises the expected tax
payable on the taxable income for the year. Current tax is measured using tax rates enacted or substantively
enacted at the reporting date. Deferred tax liability/tax asset is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. Temporary differences related to investments in subsidiaries where the group controls when
the temporary differences are to be reversed and this is not expected to take place in the foreseeable future is
not recognized. Deferred tax assets are recognised when it is probable that the company will have a sufficient
profit for tax purposes in subsequent periods to utilise the deferred tax asset.
The company recognise previously unrecognised deferred tax assets to the extent it has become probable that
the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the
extent that the company no longer regards it as probable that it can utilise the deferred tax asset. Deferred tax
liability and deferred tax asset are measured at the tax rates that are expected to be applied to temporary
differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax liability and deferred tax asset are recognised at their nominal value and classified as non-current
asset and liability in the balance sheet. Deferred tax asset and deferred tax liabilities are offset only if certain
criteria are met. Tax payable and deferred tax are recognised directly in equity to the extent that they relate to
equity transactions.
Aega ASA Annual Report 2022 30
Amounts recognised in statement of profit and loss:
Reconciliation expected and actual tax expense
2022
2021
Profit before tax
-1 912 071
-221 062
Calculated tax (22%)
420 656
48 634
Tax effect permanent differences
-330 844
154 892
Deferred tax asset not recognised
-157 257
-273 356
Difference in tax rate between countries
4 579
-5 500
Actual tax expense
-62 866
-75 331
Effective tax rate
3 %
34 %
Income tax expense
2022
2021
Income tax payable
-62 866
-75 331
Income tax set of by deferred tax
0
0
Income tax expense
-62 866
-75 331
Tax payable
2022
2021
Income tax payable
112 980
94 320
Tax payable
112 980
94 320
Tax assets recognized
2022
2021
Deferred tax asset
0
0
Total tax assets
0
0
Tax asset not recognized in the balance sheet
2 113 575
2 131 347
The Norwegian operations has tax loss carry forward that are not recognized in the balance sheet. It is uncertain
if the group will be able to utilise the tax loss since investment gains in Norway stemming from equity
instruments are not taxable.
Aega ASA Annual Report 2022 31
Note 8: Financial income and expense
Financial income consists of interest income on financial investments, gains related to the disposal of financial
investments and changes in the fair market values of financial assets at fair value through profit and loss. Interest
income is recognized by applying the effective interest rate method.
Financial expenses consist of interest expense on financial instruments, finance charges in respect of finance
leases and changes in the fair market values of financial assets at fair value through profit and loss.
Currency gains and losses are reported net.
(EUR)
2022
2021
Interest income
88 223
54 405
Derivatives
65 360
11 350
Fair value adjustment of shares
0
704 054
Total finance income
153 583
769 809
Interest expense
-583 914
-247 202
Other financial cost
0
0
Fair value adjustment of shares
-1 448 561
0
Total finance costs
-2 032 475
-247 202
Net foreign exchange gain/losses
422 963
-233 681
Note 9: Earning per share
Basic earnings per share is calculated by dividing the majority shareholders’ share of the profit/loss for the
period by the weighted average number of ordinary shares outstanding over the course of the period.
2022
2021
Ordinary shares
71 375 949
66 375 949
Potential shares warrants
0
36 000 000
Profit for the year EUR
-1 974 937
-296 393
Basic earnings per share
-0.03
-0.01
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 32
Note 10: Share capital and shareholder information
Ordinary shares are classified as equity. Financial instruments are classified as equity in accordance with the
underlying economic realities. Amounts distributed to holders of financial instruments that are categorized as
equity, will be recorded directly in equity.
Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax
expenses.
Dividend distributions to the shareholders of the Company are classified as liability from the date on which the
dividend is adopted by the general meeting.
General
As of 31 December 2022, Aega ASA had a share capital of NOK 71,375,949 comprising 71,375,949 shares with a par
value of NOK 1. Aega ASA has only one share class. All shares have equal voting rights and rights to dividends
from the Company. All shares are fully paid.
Warrants
The Company has no outstanding warrants as of 31 December 2022.
.
Own shares
Aega ASA holds no own shares as of 31.12.2022. 325,116 own shares were sold in 2021.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 33
20 Largest Shareholders 31.12.2022
Shareholders
Share
Percentage
MAMALAO AS
5 086 643
7,13 %
ASBJØRN JOHN BUANES
2 753 136
3,86 %
ERIK WAHLSTRØM
2 162 345
3,03 %
RYBO NOR AS
1 738 735
2,44 %
MORO AS
1 622 777
2,27 %
THORVALD MORRIS HARALDSEN
1 452 100
2,03 %
HEDEN HOLDING AS
1 334 750
1,87 %
SOHAIL SARWAR MIRZA
1 241 055
1,74 %
JAN P HARTO AS
1 210 566
1,70 %
Nordnet Bank AB
1 210 347
1,70 %
Fin Serck-Hanssen
1 196 247
1,68 %
NORDNET LIVSFORSIKRING AS
1 140 433
1,60 %
BREZZA AS
882 793
1,24 %
KÅRE REIDAR JOHANSEN
844 722
1,18 %
OLAV VESAAS
836 142
1,17 %
ROALD ARNOLD NYGÅRD
753 720
1,06 %
RACCOLTA AS
708 022
0,99 %
VESOLDO AS
690 880
0,97 %
JAN STEINAR NEREM
632 069
0,89 %
C - BY - C AS
593 208
0,83 %
Total 20 largest shareholders
28 090 690
39,36 %
Aega ASA outstanding shares
71 375 949
100,00 %
Aega ASA Annual Report 2022 34
Note 11: Interests in other entities
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the group obtains
control, and continue to be consolidated until the date when such control ceases. The acquisition method is
applied when accounting for business combinations. A change in the ownership interest of a subsidiary, without
loss of control, is accounted for as an equity transaction.
All intra-group balances, transactions, unrealised gains and losses resulting from intragroup transactions and
dividends are eliminated in full.
Ownership
The Group’s subsidiaries on 31 December 2022 are set out below. Unless otherwise stated, they have share
capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. The country of incorporation or registration is also their
principal place of business.
Name of entity
Place of
business
Ownership
31.12.2022
Voting power
31.12.2022
Principal activities
Aega Capital AS
Norway
100 %
100 %
Holding company
Aega Management AS
Norway
100 %
100 %
Management Company
Aega Solar AS
Norway
100 %
100 %
Holding company
Aega Investments AS
Norway
100 %
100 %
Holding company
Norita Invest S.r.l.
Italy
100 %
100 %
Holding company
Aega Mangement S.r.l.
Italy
100 %
100 %
Management Company
Produzioni Energia Cori S.r.l.
Italy
100 %
100 %
Company owning solar park
Villapiana Fotovoltaico S.r.l.
Italy
100 %
100 %
Company owning solar park
S.T.A. S.r.l.
Italy
100 %
100 %
Company owning solar park
Rio Verde S.r.l.
Italy
100 %
100 %
Company owning solar park
Energylife S.r.l.
Italy
100 %
100 %
Company owning solar park
Actasol 4 S.r.l.
Italy
100 %
100 %
Company owning solar park
Actasol 16 S.r.l.
Italy
100 %
100 %
Company owning solar park
Solar S.r.l.
Italy
100 %
100 %
Company owning solar park
Terrasol Società Agricola S.r.l.
Italy
100 %
100 %
Company owning solar park
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 35
Note 12: Acquisition of solar parks
Acquisition of SPVs that own solar parks are recognised in accordance with the acquisition method. Aega has the
necessary processes and organisation to add new solar parks without taking on the acquired parks existing
organisation. Acquisition of solar parks SPVs are therefore considered as an acquisition of fixed assets. See note
13 for fixed assets. The purchase price allocation will be finalised within 12 months of the acquisition date.
Acquisitions 2022
On 11 February 2022, AEGA signed the final transaction agreement to purchase Actasol 4 S.r.l. and Actasol 16
S.r.l. The two parks have a combined installed power of ca. 1.4 MWp.
On 12 September 2022, AEGA signed the final transaction agreement to purchase Solar S.r.l. and Terrasol Società
Agricola S.r.l. The two parks have a combined installed power of 2 MWp.
Acquisition net of cash acquired
(EUR)
2022
2021
Payment for shares
3 172 549
1 301 883
Payment for shareholder loans
1 695 241
0
Cash position acquired entities
1 041 464
957 752
Acquisition net of cash acquired
3 826 327
334 131
Note 13: Property, plant and equipment
All property, plant and equipment (including solar power plants) are valued at their cost, less accumulated
depreciation and impairment. When assets are sold or disposed of, the carrying amount is derecognised and any
gain or loss is recognised in the statement of comprehensive income. The cost of tangible non-current assets is
the purchase price, including taxes/duties and costs directly linked to preparing the asset for its intended use.
Costs incurred after the asset is in use, such as regular maintenance costs, are recognised in the statement of
comprehensive income as incurred, while other costs expected to provide future financial benefits are
capitalised.
2022
Solar power plants
PPE Cost 31. December 2021
7 416 224
Additions
6 331 450
PPE Cost 31. December 2022
13 747 674
Accumulated depreciation
2 026 159
Book value 31.12.2022
11 721 515
Current year depreciation
977 421
Aega ASA Annual Report 2022 36
Useful life
9-13 years
2021
Solar power plants
PPE Cost 31. December 2020
5 085 513
Additions
2 330 711
PPE Cost 31. December 2021
7 416 224
Accumulated depreciation
1 048 738
Book value 31.12.2021
6 367 486
Current year depreciation
605 379
Useful life
9-13 years
Depreciation is calculated using the straight-line method over the useful lives. The depreciation period and
method are assessed each year. Aega has assessed the useful life to equal to the Feed-In Tariff period with a
residual value if there is an option to extend the operation. Useful life can in certain cases be extended beyond
the Feed-In Tariff period if Aega has extended land surface rights. Feed-In Tariff period is normally 20 years. For
the solar power plants currently owned, the remaining Feed-In Tariff period is 9-13 years from the date Aega
acquired the plant.
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
of disposal and value in use.
Note 14: Financial instruments
Classification
Financial instruments are classified into the following categories:
• Fair value with changes in value through profit or loss
• Loans and receivables
• Financial (assets and) liabilities measured at amortised costs
The classification depends on the purpose for which the investments were acquired. Management determines
the classification of its investments at initial recognition.
On 31 December 2022 and 2021, the group has financial instruments in the following categories:
• Receivables
• Financial assets and liabilities measured at amortised costs
• Derivatives
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 37
Reclassification
The Group may choose to reclassify its financial instruments if this meets the reclassification criteria.
Reclassifications are made at fair value as of the reclassification date.
Recognition and derecognition
The Group initially recognize loans and receivables and debt securities on the date when they are originated. All
other financial assets and liabilities are initially recognized on the trade date when the entity become a party to
the contractual provisions of the instrument. Financial assets are derecognised when the rights to receive cash
flows from the financial assets have expired or have been transferred and the group has transferred substantially
all the risks and rewards of ownership and does not retain control over the transferred asset.
The group holds derivative financial instruments to hedge its interest rate risk exposure. Derivatives are initially
measured at fair value; any directly attributable transaction costs are recognized in profit and loss as incurred.
Measurement
Interest income and interest expense for all financial instruments are measured at amortised cost, interest
income or expense is recorded using the effective interest rate (EIR), which is the rate which exactly discounts the
estimated future cash payments or receipts through the expected life of the financial instrument or a shorter
period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is
included in finance income in the statement of comprehensive income.
Impairment
Assets carried at amortised cost.
For receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and
the present value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced
and the amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s
credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.
The Group has the following financial instruments:
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 38
Financial Assets
2022
(EUR)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
0
1 858 711
1 858 711
Other current assets; Derivatives
162 140
0
162 140
Other current assets; Tax and VAT
0
750 344
750 344
Other current assets; Prepayments and other
0
327 708
327 708
Cash and cash equivalents
0
2 534 385
2 534 385
162 140
5 471 148
5 633 288
2021
(EUR)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
0
1 095 273
1 095 273
Other current assets; Derivatives
96 260
0
96 260
Other current assets; Tax and VAT
0
567 874
567 874
Other current assets; Prepayments and other
0
479 889
479 889
Cash and cash equivalents
0
4 300 351
4 300 351
96 260
6 443 387
6 539 648
Financial Liabilities
2022
(EUR)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Long term borrowing
0
5 241 641
5 241 641
Convertible loan
0
2 841 979
2 841 979
Leasing LT
0
5 055 788
5 055 788
Leasing ST
0
467 351
467 351
Trade payables and other payables
0
1 060 868
1 060 868
Short term borrowing
0
769 260
769 260
0
15 436 886
15 436 886
2021
(EUR)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Long term borrowing
0
4 337 490
4 337 490
Leasing LT
0
3 556 364
3 556 364
Leasing ST
0
232 291
232 291
Trade payables and other payables
0
541 665
541 665
Short term borrowing
0
474 260
474 260
0
9 142 070
9 142 070
Aega ASA annual report 2022 39
Trade credit risk
The Group’s credit risk related to receivables are mainly related to the government and governmental institution.
GSE is not credit rated, however, GSE is 100% owned by the Italian Ministry of Economy and Finance and
financed directly over the energy bills of the Italian power consumers. The Group assess the risk related to GSE
as very low.
Trade and other receivables
Trade receivables are amounts due from customers in the ordinary course of business. Other receivables are
mainly related to tax, vat and prepayments. Other receivables also include an escrow account from the sale of
solar park portfolio in 2019 and a loan given to Bolshøyden AS. See note 6 for further details regarding the loan
to Bolshøyden AS.
If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are
presented as non-current assets. The fixed Feed-in Tariff received from GSE typically represents approximately
75-90 per cent of the solar power plant revenues. The incentive is normally paid after 60 days in equal
instalments each month based on 90 per cent of a basis production set out by GSE. In June/July the following
year the Group receives the difference between the payments received by GSE and the actual production
multiplied by the Feed-in Tariff.
The Group considers that there is evidence of impairment if any of the following indicators are present
• Significant financial difficulties of the debtor
• Probability that the debtor will enter bankruptcy or financial reorganisation, and
• Default or delinquency in payments (more than 30 days overdue)
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as
their fair value.
There were no indications of impairment at 31 December 2022 or 2021, no provision is booked
Overview of receivables
(EUR)
2022
2021
Trade receivables
1 285 379
695 273
Other receivables
1 458 078
1 447 763
Receivables financial instruments
2 743 457
2 143 036
Liquidity risk
Management monitors rolling forecasts of the Group’s liquidity reserve (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows. The asset manager in Italy
carries out monthly and yearly liquidity budgets, these are used as basis for the group cash flow.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 40
Cash and cash equivalents
Cash includes cash in hand or at the bank. Cash equivalents are short-term liquid investments which can be
immediately converted into a known amount of cash and have a maximum term to maturity of three months.
(EUR)
2022
2021
Cash balance Norway
418 418
2 479 143
Cash balance Italy
2 115 967
1 821 207
Total cash
2 534 385
4 300 351
Interest rate risk
The group is exposed to interest rate risk in relation to variation in interest rates of bank deposits.
Long term loans and leasing
The group leases certain property, plant and equipment, mainly solar power plants. Leases of property, plant
and equipment where the group has substantially all the risks and rewards of ownership are classified as finance
leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased
property and the present value of the minimum lease payments. Each lease payment is allocated between the
liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other
long-term payables. The interest element of the finance cost is charged to the income statement over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each
period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the
useful life of the asset and the lease term.
Aega ASA Annual Report 2022 41
Overview long term loans
Plant
Cori
SPV
Produzioni Energia Cori S.r.l
Bank
Unicredit
Financing form
Project finance
Original finance amount
EUR 4 970 000
Expiration date
31.12.2028
Interest rate
3M Euribor + 1,35% spread
Covenants
The target undertakes for all the duration of the loan
to have financial availabilities (Equity + Quasi Equity)
for an amount equal or higher to €553,000.00
Plant
S.T.A.
SPV
S.T.A. S.r.l.
Bank
Iccrea
Financing form
Project finance
Original finance amount
EUR 1 200 000
Expiration date
30.09.2030
Interest rate
3M Euribor + 2,60% spread
Covenants
The target undertakes for all the duration of the loan
to have financial availabilities for an amount equal to
EUR 75 000. Also The target undertakes to comply
with the following indices at 31/12 of each year:
historical DSCR >= 1,05x ; average prospective DSCR>=
1,05x ; ratio D/E<= 70/30
Plant
Rio Verde
SPV
Rio Verde S.r.l.
Bank
Iccrea
Financing form
Project finance
Original finance amount
EUR 1 400 000
Expiration date
30.09.2030
Interest rate
3M Euribor + 2,60% spread
Covenants
The target undertakes for all the duration of the loan
to have financial availabilities for an amount equal to
EUR 75 000. Also The target undertakes to comply
with the following indices at 31/12 of each year:
historical DSCR >= 1,05x ; average prospective DSCR>=
1,05x ; ratio D/E<= 70/30
Aega ASA Annual Report 2022 42
Plant
Actasol 4
SPV
Actasol 4 S.r.l.
Bank
BPER
Financing form
Project finance
Original finance amount
EUR 1 500 000
Expiration date
31.12.2029
Interest rate
6M Euribor + 2,50% spread
Covenants
The target undertakes to comply with the following indices
at 31/12 of each year: historical DSCR >= 1,05x ; average
prospective DSCR>= 1,05x ; ratio D/E<= 70/30
Plant
Actasol 16
SPV
Actasol 16 S.r.l.
Bank
BPER
Financing form
Project finance
Original finance amount
EUR 1 000 000
Expiration date
30.06.2028
Interest rate
6M Euribor + 2,50% spread
Covenants
The target undertakes to comply with the following indices
at 31/12 of each year: historical DSCR >= 1,05x ; average
prospective DSCR>= 1,05x ; ratio D/E<= 70/30
Plant
Solar
SPV
Solar S.r.l.
Bank
BNL
Financing form
Project finance
Original finance amount
EUR 800 000
Expiration date
14.10.2027
Interest rate
3M Euribor + 4,00% spread
Covenants
The target undertakes to comply with the following indices
at 31/12 of each year: historical DSCR >= 1,05x ; average
prospective DSCR>= 1,05x ; ratio D/E<= 70/30
Aega ASA Annual Report 2022 43
Convertible loan
In June 2022 Aega announced that it had allocated NOK 19.880.000 in a private placement of a convertible loan.
The Loan carries an interest at 3-month NIBOR plus 5.75%, with an upper maximum of 10% interest, and is
secured with a pledge in the Company's shares in and claims in Aega Solar AS. The lenders may convert
their respective principal amount of the Loan to shares at a subscription price of NOK 1, subject to customary
terms and conditions, from and including 31 December 2022.
As an extension of the capital raise in June, the Company in August accepted an offer for financing from
Mamalao AS. The financing consists of (i) an issuance of a convertible loan of NOK 10 million and (ii) a private
placement by issuing up to 5,000,000 new shares in the Company at a price of NOK 1 per share.
The Loan is issued on the same terms as announced in June 2022 and has an interest rate of 3 months NIBOR
plus 5.75%, with a maximum interest rate of 10%, and is secured by a pledge on the Company's shares in and
claim towards Aega Solar AS. The Lender can convert the principal amount of the Loan into shares at a
subscription price of NOK 1, in accordance with customary terms and conditions, from and including 31
December 2022.
Trade payable and other payables
Trade and other payables represent liabilities for goods and services provided to the group prior to the end of
the financial year which are unpaid. Trade and other payables are classified as current liabilities unless payment
is not due within 12 months after the reporting date.
The carrying amount of trade receivables and trade payables is approximately equal to fair value, as they are
agreed at “normal” conditions and normally have a short period to maturity.
The Group has five main trade payables, the operator of the solar power plants, the insurance of the power
plants, the outstanding salaries, outstanding fees to board and fees to the asset manager.
EUR
2022
2021
Trade and other payables
867 562
541 665
Total trade and other payables
867 562
541 665
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 44
Note 15: Leasing
Right-of-use assets are measured at an amount equal to the lease liability. The Group has land lease agreements
and lease of equipment in Italy. The lease agreement for the headquarter in Oslo has a duration of less than 12
month as of year-end and are therefore not included in the leasing calculation.
In the absence of an identifiable discount rate, implicit in the lease agreement, the discount rate used is the
estimated Groups incremental borrowing rate of 5%.
2022
Right-to Use Assets
Plant and
land lease
Total
As of 1 January 2022
3 986 150
3 986 150
Addition of right-to use assets
2 079 459
2 079 459
Acquisition cost 31 December 2022
6 065 609
6 065 609
Depreciation
710 190
710 190
Net right-to use asset as of 31 December 2022
5 355 419
5 355 419
Undiscounted Lease Liabilities and Maturity of Cash
Outflows
Plant and
land lease
Total
Less than 1 year
740 612
740 612
Over 1 year
6 250 102
6 250 102
Total undiscounted lease liabilities at 31 December 2022
6 990 714
6 990 714
Reconcilliation
Plant and
land lease
Total
At start of 2022
3 788 655
3 788 655
New lease liabilities recognized in the year
2 079 459
2 079 459
Cash payments for the principal portion of lease liability
-344 975
-344 975
Cash payments for the interest portion of lease liability
-210 707
-210 707
Interest expense on lease liabilities
210 707
210 707
Discontinued contracts
-
-
Total lease liability at 31 December 2022
5 523 138
5 523 139
Current lease liabilities
467 351
467 351
Non-curremt lease liabilities
5 055 788
5 055 788
Aega ASA Annual Report 2022 45
2021
Right-to Use Assets
Office rent
agreement
Plant and
land lease
Total
As of 1 January 2021
63 185
520 515
583 700
Addition of right-to use assets
-
3 465 636
3 465 636
Acquisition cost 31 December 2021
63 185
3 986 150
4 049 336
Depreciation
50 631
287 892
338 523
Discontinued contracts
12 554
-
12 554
Net right-to use asset as of 31 December 2021
-
3 698 259
3 698 259
Undiscounted Lease Liabilities and Maturity of Cash
Outflows
Office rent
agreement
Plant and
land lease
Total
Less than 1 year
-
440 560
440 560
Over 1 year
-
4 445 540
4 445 540
Total undiscounted lease liabilities at 31 December 2021
-
4 886 100
4 886 100
Reconcilliation
Office rent
agreement
Plant and
land lease
Total
At start of 2021
46 838
505 698
552 536
New lease liabilities recognized in the year
-
3 465 636
3 465 636
Cash payments for the principal portion of lease liability
-18 240
-182 679
-200 919
Cash payments for the interest portion of lease liability
-937
-144 110
-145 047
Interest expense on lease liabilities
937
144 110
145 047
Discontinued contracts
-28 598
-
-28 598
Total lease liability at 31 December 2021
-
3 788 655
3 788 655
Current lease liabilities
-
232 291
232 291
Non-curremt lease liabilities
-
3 556 364
3 556 364
Note 16: Financial investments
Aega bought a minority stake in Norsk Solar in November 2020. The company was listed on Euronext Growth in
April 2021.
Aega holds 3.989.170 shares in Norsk Solar as of 31.12.2022.
Note 17: Statement on the remuneration for senior executives
The Statement on senior executives’ remuneration has been prepared in accordance with the Norwegian Public
Limited Companies Act, the Norwegian Accounting Act and the Norwegian Code of Practice and is adopted by
the board of directors.
Aega ASA Annual Report 2022 46
For the purposes of this statement, company employees referred to as senior executives are:
Nils Petter Skaset (CEO).
The following guidelines are applied for 2022.
General principles for the remuneration of senior executives
The remuneration of the CEO is determined by the board of directors, whereas remuneration of other senior
executives is determined administratively on the basis of a framework specified by the board of directors.
The remuneration level shall reflect the complexity and responsibilities of each role and shall take into account
the company’s international operations. Being headquartered in Norway, the board of directors will primarily
look to other Norwegian companies operating in an international environment for comparison.
Remuneration of the senior executives shall be at a competitive level in the relevant labour market(s). It should
be a tool for the board of directors to attract and retain the required leadership and motivational for the
individual executive. The total remuneration package shall therefore consist of fixed remuneration (basic salary
and benefits in kind) and variable, performance-based remuneration (short- and long-term incentives). The
remuneration system should be flexible and understandable.
Market comparisons will be conducted on a regular basis to ensure that remuneration levels are competitive.
Fixed salary
The main element of the remuneration package shall be the annual base salary. This is normally evaluated once
a year according to individual performance, market competitiveness and local labor market trends.
Benefits in kind
The senior executives receive benefits in kind that are common for comparable positions. These include
telecommunication.
Pension scheme
A pension contribution “innskuddspensjon” is provided by the Company.
Severance package scheme
The CEO has right to up to 6 months’ severance payment given certain circumstances if CEO is removed from the
position. See note 5 for details about the remuneration the previous year.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 47
Note 18: Market risk
Sensitivity currency
All operating revenue, all bank financing and most operating expenses are denominated in EUR.
The group is exposed to changes in EUR/NOK exchange rates for cost incurred in Norway and for bank deposits.
As the Group mainly invests in Italy, most cash balances in Norway are also held in EUR.
Impact on post tax profits
EUR
2022
2021
EUR/NOK exchange rate – increase/decrease 10%
+/- 40 282
+/- 130 916
Note 19 Subsequent events
No significant events to report. The government introduced capping of revenues in Italy for companies under the
feed in tariff regime is supposed to end June 30, 2023, and the company has not received any signals that this
will change.
Aega ASA Annual Report 2022 48
Parent company financials
Aega ASA Annual Report 2022 49
Parent company statement of profit and loss and other
comprehensive income
(NOK)
Note
2022
2021
Management fees
2
0
0
Other Income
2
0
0
Revenues
0
0
Personnel expenses
3,5
-3 069 468
-2 984 531
Other operating expenses
4
-3 381 125
-2 984 720
Depreciation and amortization
12
0
-257 332
Operating expenses
-6 450 593
-6 226 582
Operating profit
-6 450 593
-6 226 582
Finance income
8
305 331
43 441 023
Finance costs
8
-16 398 876
-50 532
Impairment of shares in subsidiaries
8
0
-5 000 000
Net foreign exchange gain/(losses)
8
4 396 621
-2 171 797
Profit before income tax
-18 147 517
29 992 112
Income tax
7
0
0
Profit for the period
-18 147 517
29 992 112
Total comprehensive income
-18 147 517
29 992 112
Profit for the period attributable to:
Equity holders
-18 147 517
29 992 112
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 50
Parent company statement of financial position
(NOK)
Note
31.12.2022
31.12.2021
ASSETS
Right-to-use assets
12
0
0
Shares in subsidiaries
10
1 081 801
1 081 801
Financial investments
13
0
28 917 493
Non-current assets
1 081 801
29 999 294
Group receivables
11,14
117 130 863
50 425 642
Other current assets
11
1 884 200
3 132 834
Cash and short-term deposits
11
3 455 210
24 155 107
Current assets
122 470 273
77 713 582
TOTAL ASSETS
123 552 074
107 712 876
EQUITY AND LIABILITIES
Share capital
9
71 375 949
66 375 949
Share premium
9
69 850 284
69 850 284
Own shares
9
0
0
Paid in capital
141 226 233
136 226 233
Other equity
-49 147 972
-30 031 322
Other equity
-49 147 972
-30 031 322
Total equity
92 078 261
106 194 911
Long term leasing
11,12
29 880 000
0
Total non-current liabilities
29 880 000
0
Short term leasing
11,12
0
0
Trade payables and other payables
11,14
1 593 813
1 228 536
Intergroup loans
11,14
0
289 430
Total current liabilities
1 593 813
1 517 966
Total liabilities
31 473 813
1 517 966
TOTAL EQUITY AND LIABILITIES
123 552 074
107 712 876
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 51
Oslo, 27 April 2023
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Aega ASA Annual Report 2022 52
Parent company statement of cash flow
(NOK)
Note
2022
2021
Ordinary profit before tax
-18 147 517
29 992 112
Paid income taxes
7
0
0
Changes in receivables and payables
-53 600 488
-19 710 435
Fair value adjustment financial assets
8,13
15 194 749
-7 156 571
Dividend income
8
0
-35 800 690
Impairment of shares in subsidiaries
8
0
5 000 000
Changes in other accruals
973 361
1 348 755
Cash flow from operations
-55 579 896
-26 326 829
Financial investments
13
0
-1 761 038
Interest received
8
0
945 066
Cash flow from investments
0
-815 972
Proceeds from convertible loan
29 880 000
0
Proceeds from issue of share capital
9
5 000 000
24 573 777
Dividends or shareholder distributions
0
0
Sale of own shares
0
812 695
Cash flow from financing
34 880 000
25 386 472
Cash at beginning of period
24 155 106
25 911 435
Net currency translation effect
0
Net increase/(decrease) in cash and cash equivalents
-20 699 896
-1 756 329
Cash at end of period
3 455 210
24 155 107
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 53
Parent company statement of change in equity
(NOK)
Share capital
Own shares
Share
premium fund
Other equity
Total equity
Equity 01.01.2022
66 375 949
0
69 850 284
-30 031 322
106 194 911
Profit (loss) after tax
0
0
0
-18 147 517
-18 147 517
Other comprehensive income
0
0
0
0
0
Capital increase
5 000 000
0
-969 133
0
4 030 868
Equity 31.12.2022
71 375 949
0
68 881 151
-48 178 840
92 078 261
(NOK)
Share capital
Own shares
Share
premium fund
Other equity
Total equity
Equity 01.01.2021
48 375 949
-325 116
62 788 928
-60 023 432
50 816 328
Profit (loss) after tax
0
0
0
29 992 112
29 992 112
Other comprehensive income
0
0
0
0
0
Capital increase
18 000 000
0
6 573 777
0
24 573 777
Own shares sold
0
325 116
487 579
0
812 695
Equity 31.12.2021
66 375 949
0
69 850 284
-30 031 322
106 194 911
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 54
Notes
General information
Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA
is Thunes Vei 2, NO-0274 Oslo, Norway.
The parent company was listed on Euronext Expand in 2011. The financial statements for Aega ASA, including
disclosure requirements for the accounting period ended 31 December 2021, were approved by the Board of
Directors and CEO on 27 April 2023.
Note 1: Basis for preparation
The financial statements for the financial year 2022 have been prepared in accordance International Financing
Reporting Standards (IFRS) as adopted by the European Union and interpretations issued by the International
Accounting Standards Board (IASB) that are relevant to the company. In compliance with the Norwegian
Accounting Act, additional disclosure requirements are included in the notes to the financial statements.
The financial statement for the parent company have been prepared using the same accounting principles as
the consolidated accounts. Refer to note 1 in the consolidated financial statement for further details.
Investments in subsidiaries are booked according to the cost method.
All amounts in are presented NOK if not otherwise stated.
Going concern
The annual accounts have been prepared based on the going concern assumption. This is based on the
company’s plans, budgets and level of activity going forward.
Note 2: Revenue recognition
The company derives the following types of revenue:
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and
the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair
value of the consideration received or receivable, considering contractually defined terms of payment and
excluding taxes or duty.
(NOK)
2022
2021
Management fees
0
0
Other Income
0
0
Revenues
0
0
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 55
Note 3: Personnel expenses
Payroll and related expenses
2022
2021
Salaries
2 024 615
2 016 000
Social security tax
378 196
367 393
Pension expense
5 642
5 188
Other personnel expenses
71 015
6 327
Remuneration to the Board of Directors
590 000
589 623
Total payroll and related expenses:
3 069 468
2 984 531
The company had one employee in 2022 and one employee in 2021.
Aega operates with a defined pension scheme. Pursuant to the pension scheme, the company provide a
contribution of 2% of the salary between 2G and 12G. The company pension scheme meets the Norwegian
requirements of compulsory occupational pension.
Note 4: Remuneration to auditors
(NOK)
2022
2021
Statutory audit
741 266
811 864
Other assurance services
180 000
27 000
Total remuneration to auditors
921 266
838 864
The company is audited by PricewaterhouseCoopers
Note 5: Remuneration to management and Board of Directors
Remuneration to the Board of Directors:
All numbers in NOK
Board remuneration
Other expensed
benefits
Name
Position
Periode served to/from
2022
2021
2022
2021
Halldor Christen Tjoflaat*
Chairman
From 28 December 2017
250 000
250 000
623 799
835 938
Jan Peter Harto**
Member
From June 2020
150 000
150 000
0
20 000
Kristine Malm Larneng
Member
From 28 December 2017
150 000
150 000
0
0
*In addition to his role as Chairman of Aega ASA, Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as
sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. This structure is implemented to reduce
management resources spent on following up the Italian SPVs.
**In addition to his role as board member of Aega ASA, Mr. Harto has received remuneration for his role in the nomination committee.
Aega ASA Annual Report 2022 56
Remuneration to management:
All numbers in NOK
Salary
Other expensed
benefits
Name
Position
Periode served to/from
2022
2021
2022
2021
Nils Petter Skaset
CEO
From February 2020
2 023 692
1 800 000
73 268
5 188
Shares held by the board of directors and management as of 31.12.2022
Person
Role
Ownership with control
Halldor Christen Tjoflaat
Chair
Through Mamalao AS, controls 5 086 643
shares (7,1 percent).
Through RYBO NOR AS, controls 1 738 735
shares (2,4 percent).
Jan Peter Harto
Board member
Through Jan P Harto AS controls 1 210 566
shares (1,7 percent).
Nils Petter Skaset
CEO
Through Brezza AS, controls 882 793 shares
(1,2 percent).
Ingebrikt Bjørkhaug
CFO
Owns directly 313 807 shares (0,4 percent).
Fabio Buonsanti
COO
Owns directly 48 745 shares (0,1 percent).
Note 6: Related party transactions
Related party transactions are transfers of resources, services or obligations between the reporting entity and a
related party, regardless of whether a price is charged.
The Company has given a loan of NOK 3 million to Bolshøyden AS. The chairman Mr. Tjoflaat, of Aega ASA is also
chairman of Bolshøyden AS. NOK 1,5 million of the loan was repaid in 2022. The loan has an interest rate of 15%
and is secured with first priority lien in a property of about 59,000 square meters positioned outside Molde on
Bolsøya (1502-19/59).
In addition, Aega ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the
chairman Mr. Tjoflaat. The agreement is a back-to-back rent agreement with a potential 2% margin to cover cost
of the renting company.
Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all
subsidiaries and with special responsibility for the Italian subsidiaries. The remuneration for 2022 was NOK
623 799.
In August 2022 Aega issued a convertible loan to its investor Mamalao AS. This loan comes with a change of
control clause related to the Aega ASA chairman. If the chairman is exchanged, Mamalao has the right (not duty)
to demand partially or full repayment of its loan.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 57
Note 7: Tax
Amounts recognised in statement of profit and loss:
Reconciliation expected and actual tax expense
2022
2021
Profit before tax
-18 147 517
29 992 112
Calculated tax (22%)
3 992 454
-6 598 265
Tax effect permanent differences
-3 342 845
8 114 313
Deferred tax asset not recognised
-649 609
-1 516 048
Actual tax expense
0
0
Effective tax rate
0 %
0 %
Tax assets recognized
2022
2021
Deferred tax asset
0
0
Total tax assets
0
0
Tax asset not recognised in the balance sheet
20 758 160
19 574 823
The company has tax loss carry forward that are not recognized in the balance sheet. It is uncertain if the
company will be able to utilise the tax loss since investment gains in Norway stemming from equity instruments
are not taxable.
Note 8: Financial income and expense
Financial income consists of interest income on financial investments, gains related to the disposal of financial
investments and changes in the fair market values of financial assets at fair value through profit and loss. Interest
income is recognized by applying the effective interest rate method.
Financial expenses consist of interest expense on financial instruments, finance charges in respect of finance
leases and changes in the fair market values of financial assets at fair value through profit and loss.
Currency gains and losses are reported net.
(NOK)
2022
2021
Dividend from subsidiaries
0
35 800 690
Fair value adjustment of shares
0
7 156 571
Interest income
305 331
483 762
Total finance income
305 331
43 441 023
Interest expense
-1 204 127
-50 532
Fair value adjustment of shares
-15 194 749
0
Impairment of shares in Aega Yieldco AS
0
-5 000 000
Total finance costs
-16 398 876
-5 050 532
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 58
Net foreign exchange gain/losses
4 396 621
-2 171 797
Note 9: Share capital and shareholder information
Ordinary shares are classified as equity. Financial instruments are classified as equity in accordance with the
underlying economic realities. Amounts distributed to holders of financial instruments that is categorized as
equity, will be recorded directly in equity.
Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax
expenses.
Dividend distributions to the shareholders of the Company are classified as liability from the date on which the
dividend is adopted by the general meeting.
General
As of 31 December 2021, Aega ASA had a share capital of NOK 71,375,949 comprising 71,375,949 shares with a par
value of NOK 1. Aega ASA has only one share class. All shares have equal voting rights and rights to dividends
from the Company. All shares are fully paid.
Warrants
The Company has no outstanding warrants as of 31 December 2022.
Own shares
Aega ASA holds no own shares as of 31.12.2022. 325,116 own shares were sold in 2021.
Aega ASA Annual Report 2022 59
20 Largest Shareholders 31.12.2022
Shareholders
Share
Percentage
MAMALAO AS
5 086 643
7,13 %
ASBJØRN JOHN BUANES
2 753 136
3,86 %
ERIK WAHLSTRØM
2 162 345
3,03 %
RYBO NOR AS
1 738 735
2,44 %
MORO AS
1 622 777
2,27 %
THORVALD MORRIS HARALDSEN
1 452 100
2,03 %
HEDEN HOLDING AS
1 334 750
1,87 %
SOHAIL SARWAR MIRZA
1 241 055
1,74 %
JAN P HARTO AS
1 210 566
1,70 %
Nordnet Bank AB
1 210 347
1,70 %
Fin Serck-Hanssen
1 196 247
1,68 %
NORDNET LIVSFORSIKRING AS
1 140 433
1,60 %
BREZZA AS
882 793
1,24 %
KÅRE REIDAR JOHANSEN
844 722
1,18 %
OLAV VESAAS
836 142
1,17 %
ROALD ARNOLD NYGÅRD
753 720
1,06 %
RACCOLTA AS
708 022
0,99 %
VESOLDO AS
690 880
0,97 %
JAN STEINAR NEREM
632 069
0,89 %
C - BY - C AS
593 208
0,83 %
Total 20 largest shareholders
28 090 690
39,36 %
Aega ASA outstanding shares
71 375 949
100,00 %
Note 10: Subsidiaries
The company’s subsidiaries on 31 December 2022 are set out below.
Name of entity
Place of
business
Ownership
31.12.2022
Principal activities
Carrying value (NOK)
Aega Capital AS
Norway
100 %
Holding company
646 231
Aega Management AS
Norway
100 %
Management Company
100 000
Aega Solar AS
Norway
100 %
Holding company
35 570
Aega Investments AS
Norway
100 %
Holding company
300 000
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 60
Note 11: Financial instruments
The company has the following financial instruments:
Financial Assets
2022
(NOK)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
0
117 130 863
116 607 348
Other current assets
1
0
1 884 200
2 407 715
Cash and cash equivalents
0
3 455 210
3 455 210
0
122 470 273
122 470 273
1
Other current assets include a loan given to Bolshøyden AS. See note 6 for further details.
2021
(NOK)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
0
50 425 642
50 425 642
Other current assets
1
0
3 132 834
3 132 834
Cash and cash equivalents
0
24 155 107
24 155 107
0
77 713 582
77 713 582
1
Other current assets include a loan given to Bolshøyden AS. See note 6 for further details.
Financial Liabilities
2022
(NOK)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Leasing LT
0
0
0
Leasing ST
0
0
0
Trade payables and other payables
0
1 593 813
1 593 813
Intergroup loans
0
0
0
0
1 593 813
1 593 813
2021
(NOK)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Leasing LT
0
0
0
Leasing ST
0
0
0
Trade payables and other payables
0
1 228 536
1 228 536
Intergroup loans
0
289 430
289 430
0
1 517 966
1 517 966
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2022 61
Note 12: Leasing
Right-of-use assets are measured at an amount equal to the lease liability. The company has one lease
agreement for the headquarter in Oslo. The office lease was depreciated over the contract period of 3 years and
expired in 2021. The contract is now at a rolling basis with a new 12-month period beginning on the first day of
each calendar month
2021
Right-to Use Assets
Office rent agreement
As of 1 January 2020
396 507
Addition of right-to use assets
-
Acquisition cost 31 December 2021
396 507
Depreciation
257 332
Discontinued contracts
139 174
Net right-to use asset as of 31 December 2021
0
Undiscounted Lease Liabilities and Maturity of Cash Outflows
Office rent agreement
Less than 1 year
0
1-3 years
0
Total undiscounted lease liabilities at 31 December 2021
0
Reconcilliation
Office rent agreement
At start of 2021
490 408
New lease liabilities recognized in the year
-
Cash payments for the principal portion of the lease liability
-186 910
Cash payments for the interest portion of the lease liability
-9 522
Interest expense on lease liabilities
9 522
Discontinued contracts
-303 497
Total lease liability at 31 December 2021
0
Current lease liabilities
0
Non-curremt lease liabilities
0
Total cash outflows for leases
-196 433
Aega ASA Annual Report 2022 62
Note 13 Financial investments
Aega ASA bought a minority stake in Norsk Solar in November 2020. The company was listed on Euronext Growth
in April 2021.
At 29 December 2022, Aega ASA made an intragroup transfer of 3,989,170 shares in Norsk Solar AS to the 100%
owned subsidiary, Aega Investments AS.
Note 14 Intragroup balances
(NOK)
Balance 31.12.2022
Balance 31.12.2021
Aega Capital AS
5 164 240
5 139 240
Aega Management AS
6 088 007
3 994 711
Aega Solar AS
89 080 885
38 694 603
Aega Investments AS
13 433 315
-289 430
Norita Invest S.r.l
2 418 174
2 297 424
Aega Mangement S.r.l
946 242
299 664
Net intragroup balance
117 130 863
50 136 212
Note 15 Subsequent events
No significant events to report. The government introduced capping of revenues in Italy for companies under the
feed in tariff regime is supposed to end June 30 2023 and the company has not received any signals that this will
change.
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Aega ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Aega ASA, which comprise:
• the financial statements of the parent company Aega ASA (the Company), which comprise the
statement of financial position as at 31 December 2022, the statement of profit and loss and
other comprehensive income, statement of change in equity and statement of cash flow for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and
• the consolidated financial statements of Aega ASA and its subsidiaries (the Group), which
comprise the statement of financial positions as at 31 December 2022, the statement of profit
and loss and other comprehensive income, statement of change in equity and statement of
cash flow for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the EU, and
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 12 years from the election by the general meeting of the
shareholders on 1 July 2011 for the accounting year 2011 with a renewed election in October 2018.
2 / 5
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
The Company’s and the Group’s business activities have remained largely unchanged during 2022.
Acquisition of solar parks has approximately the same risks and characteristics as last year and
continues to be in our focus.
Key Audit Matters
How our audit addressed the Key Audit
Matter
Acquisition of solar parks
In 2022 the Group acquired four new parks. The
new solar parks have a combined installed
capacity of 3.4 MWp.
Acquisition of new solar parks has become a
part of the company’s regular business activities.
Management has therefore established a
process and internal control activities in order
ensure that only solar parks with a reasonable
expectation of being profitable are acquired and
that the acquisitions are accounted for according
to IFRS requirements. The process includes
among other things, due diligence work, decision
rules and policies for purchase price allocations
(PPA).
We focused on acquisition of solar parks due to
the material amounts involved. It also constitutes
a major part of the Group’s business activity and
requires exercise of management judgement,
especially as it relates to assessments of PPAs.
See note 12 in the annual report where
management explains the accounting policy
related to the acquisition of solar parks and
provides information about this year’s
acquisitions.
Through discussions with management, we
obtained an understanding of the Group’s
investment process. For this year’s acquisitions,
we tested whether due process was followed by
obtaining due diligence reports and board
meeting protocols. Our testing supported that
due process was followed.
For the acquisitions, we obtained the PPA
documentation and tested the opening balances
against underlying documentation. Further, we
identified and reviewed key information in the
corresponding acquisition contracts, compared
this to the PPAs and considered whether the
results of the PPAs were appropriately reflected
in the financial reporting.
To assess management’s judgement in
allocation of purchase price to the identified
assets we reviewed managements PPA and
challenged the allocation of purchase price to
the identified assets.
We considered whether the disclosures in note
12 was in accordance with IFRS requirements
and appropriately explained this year’s
acquisitions.
No material deviations were noted as a result of
our audit procedures.
3 / 5
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with International Financial Reporting Standards as adopted by the EU, and for such
internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
4 / 5
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
5 / 5
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Aega ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name “5967007LIEEXZXGCJS95-2022-12-31-en”, have been prepared, in
all material respects, in compliance with the requirements of the Commission Delegated Regulation
(EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant
to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 27 April 2023
PricewaterhouseCoopers AS
Jone Bauge
State Authorised Public Accountant
Aega ASA Annual Report 2022 64
Aega ASA
Thunes vei 2
0274 Oslo, Norway
E-mail: ceo@aega.no
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