Nordic Financials ASA Annual Report 2024 1
Nordic Financials ASA
ANNUAL REPORT
2024
Nordic Financials ASA Annual Report 2024 2
Contents
About Nordic Financials .................................................................................................................................................................. 3
Letter from the CEO .......................................................................................................................................................................... 4
Board of Directors report ................................................................................................................................................................ 6
About Nordic Financials.............................................................................................................................................................. 6
Activities ......................................................................................................................................................................................... 6
Financial Summary ...................................................................................................................................................................... 7
Events after year-end ................................................................................................................................................................... 7
Outlook ........................................................................................................................................................................................... 8
Key risk factors .............................................................................................................................................................................. 8
Corporate social responsibility ................................................................................................................................................. 9
Corporate governance ................................................................................................................................................................ 9
Going concern ............................................................................................................................................................................... 9
Insurance coverage ...................................................................................................................................................................... 9
Responsibility statement .......................................................................................................................................................... 12
Corporate governance in Nordic Financials ASA ................................................................................................................ 13
Financial statements ...................................................................................................................................................................... 18
Consolidated statement of comprehensive income ......................................................................................................... 19
Consolidated statement of financial positions ................................................................................................................... 20
Consolidated statement of cash flow .................................................................................................................................... 22
Consolidated statement of changes in equity ..................................................................................................................... 23
Notes ............................................................................................................................................................................................. 24
Parent company statement of comprehensive income .................................................................................................... 50
Parent company statement of financial position ............................................................................................................... 51
Parent company statement of cash flow .............................................................................................................................. 53
Parent company statement of change in equity ................................................................................................................. 54
Notes ............................................................................................................................................................................................. 55
Audit report .................................................................................................................................................................................. 64
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Nordic Financials ASA Annual Report 2024 3
About Nordic Financials
Nordic Financials ASA is an investment company listed on Euronext Expand in Oslo. Nordic Financials
concentrate on the Nordic markets. Our goal is to invest for the benefit of our shareholders and represent an
opportunity for them to take part in deals that are rarely open for smaller and individual investors. The
company’s head office is in Oslo (NO).
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Nordic Financials ASA Annual Report 2024 4
Letter from the CEO
Dear shareholders,
As 2024 is history it is time to wrap up some of the
highlights for Nordic Financials and the events that
made this year another interesting one for us.
As we reflect on the first half of 2024, our focus was
on the operations and the continued efforts to
secure growth and growth-funding. We continued
to deliver on our commitments, ensuring the
business operates efficiently and effectively in a
challenging business environment. However, as the
year progressed, it became evident that steps were
necessary to improve our profitability and position
the company for long-term success. An additional
challenge was that the share price did not reflect
underlying values, the liquidity in the share was
absent and it was not possible to conduct capital
raises at prices that the (largest) shareholders were
willing to accept.
At the Annual General Meeting, a strategic decision
was made to distribute the existing solar assets as
dividend. This move was taken to optimize capital
allocation and enhance shareholder value while
preparing the company for a new phase of growth.
The board was given the mandate to execute and
the dividend in kind was paid out in September. All
shareholders at the payment date received shares
in the divested company at a value that at the time
exceeded the market capitalization of the entire
company.
Financial investments
Nordic Financials still hold a minority stake in the
now delisted Norsk Renewables. This is the only
active investment at year end 2024.
A New Era
With the entry of a new largest investor in 4 quarter,
we have embarked on a fresh strategic direction
aimed at strengthening our market position and
unlocking new opportunities. This marks an
exciting turning point for the company, as we work
closely with our stakeholders to realign our
objectives and drive sustainable growth.
Strategic Focus Areas
As we have moved further, we now see a clear
vision for the new investment focus and have
started to work together with the extended
investment team to clarify the investment focus.
The outspoken vision will be “..to empower non-
professional investors by providing them access to
lucrative investment opportunities, fostering an
inclusive platform for wealth creation while
maintaining a shareholder-friendly approach..”
In addition I will point out a few other important
strategic choices that are relevant for the forward
looking business of Nordic Financials ASA:
- Investment Focus:
Nordic Financials will actively invest in Nordic
companies across various sectors, including equity,
debt, and rights issues. Identify and capitalize on
high-return opportunities typically reserved for
institutional investors, thereby enhancing our
portfolio.
- Retail Investor Access
Nordic Financials shall have an opportunity that
allow retail investors to participate in rights issues
and investment opportunities previously available
only to professional investors. We will aim to
contribute to educating retail investors on the
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Nordic Financials ASA Annual Report 2024 5
benefits and risks associated with such
investments.
- Operational Efficiency
Nordic Financials are implementing a lean
operational model to minimize overhead costs,
focusing on technology and automation to
streamline processes. Establish efficient routines
and focus for being compliant and reliable. We shall
establish a culture of efficiency and accountability
to enhance profitability and shareholder value.
- Business Expansion
Nordic Financials will actively seek complementary
businesses to expand market share and diversify
the product portfolio.
Funding and Growth
To support this transformation, we have issued a
convertible loan, providing us with needed
additional flexibility in our capital structure. Moving
forward, we will focus on a rights issue in Q2 2025 to
further strengthen our financial position and
facilitate the execution of our strategic plans. Given
our ambitious targets, we anticipate an additional
capital raise in 2025 to reach the desired minimum
scale and fully realize our vision in the next years.
Concluding remarks
As we close the transformative year 2024, marked
by significant changes, new funding, and a
sharpened strategic focus, we are confident that we
are better positioned than ever to create long-term
value.
With a refined investment strategy tailored to
today’s evolving market conditions and the
addition of our new Investment Officer to the team,
we have the right expertise and resources to
capitalize on emerging opportunities.
The road ahead is promising, and we look forward
to executing our vision with discipline, agility, and a
renewed commitment to our stakeholders.
Best regards,
Nils Petter Skaset
CEO
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Nordic Financials ASA Annual Report 2024 6
Board of Directors report
About Nordic Financials
Nordic Financials ASA (“NOFIN” or the "Company")
is an investment company listed on Euronext
Expand. Nordic Financials ASA and its subsidiaries
are referred to as the Group. Nordic Financials
current portfolio consists of financial investments
within renewable energy and some pure financial
assets.
Through 2024 we have made changes to the group
and reorganized the operations as a response to
falling profitability because of an increase in costs.
Both financial cost and regulatory cost.
The headquarter are in Oslo (NO).
Activities
The first half of the year most activity was related to
operational actions to the portfolio then owned by
the group. The general meeting authorized the
board to conduct a dividend payment in kind to the
company’s shareholders. On 29 August 2024, the
board of directors of the Company resolved a
distribution of dividend in kind of up to 23,791,983
shares in a wholly owned subsidiary of the
Company, to the shareholders as of close of trading
on the Oslo Stock Exchange on 11 September 2024.
The debt in the Company, at that point NOK
29,880,000, was transferred to Aega AS (the divested
company) in consultation with the lenders, and
Nordic Financials was therefore debt-free after the
dividend payment.
Following the dividend in kind (of Aega AS)
executed in September, Nordic Financials ASA
entered into an agreement to transfer Aega
Management AS to Aega AS. Aega Management AS
did not generate revenues. Consequently, Aega AS
agreed, in exchange for the transfer from Nordic
Financials ASA, to assume the debt obligations of
Aega Management AS, as well as any employment
and liabilities within the transferred company
structure. Following this transaction, Nordic
Financials ASA only have one subsidiary, Nordic
Financials AS, which owns shares in Norsk
Renewables AS.
To further ensure that costs were reduced, the
board decided to terminate the employment
contract of CEO Nils P. Skaset. According to the
terms of the employment agreement, Skaset will
remain employed with the company until the end
of February 2025 and is entitled to severance pay
for 12 months, until end of February 2026.The board
viewed this measure as necessary given the
company's financial situation at the time, and at
the same time wanted to allow the company, after
any potential share issuance, to freely organize its
operations, including the appointment of the
management.
During the strategic review conducted by the board
during Q4 the board of directors was approached
by its largest shareholder. They expressed interest
in the new, less complicated, structure of the
company and suggested changing the investment
profile and were willing to contribute in a process to
make this happen. The board called for an extra
ordinary general meeting (EGM) on December 23,
where the EGM decided to approve a 2mNOK
convertible loan, to change the name of the
company and to conduct a rights issue. The
convertible loan was placed during Christmas 2024,
and the Company continues its work to execute the
rights issue into 2025.
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Nordic Financials ASA Annual Report 2024 7
Operations
After the dividend payment in September the main
operation has evolved around the changed
investment focus and funding of the company to
pave the way for further growth.
Change of capital
The Company’s annual general meeting resolved
on 31 May 2024 to reduce the Company's share
capital by NOK 11,895,991.5 by reduction of the par
value of the Company's shares from NOK 1 to NOK
0.5. Following the share capital reduction, the share
capital of the Company is NOK 11,895,991.5 divided
into 23,791,983, each with a par value of NOK 0.5.
The Company’s extra ordinary general meeting
unanimously resolved on December 23, 2024, to
reduce the Company's share capital by NOK
11,658,071.67 by reduction of the par value of the
Company's shares from NOK 0.5 to NOK 0.01. The
capital reduction has not been completed as of
December 31, 2024.
Financial Summary
In 2024, Nordic Financials revenue for continuing
operations was EUR 0 compared to the restated
revenue of EUR 0 in 2023. Operating profit for
continuing operations in 2024 was minus EUR
908,664 compared to the restated operating profit
of minus EUR 652,349 for 2023.
At the end of 2024, the company had non-current
debt of EUR 0 compared to EUR 11,640,505 at the
end of 2023. Cash and cash equivalents were EUR
55,611 at the end of 2024, compared to EUR
1,986,126 one year prior. The company’s liquidity is
deemed sufficient.
Total equity was EUR 15,333 at year-end 2024,
compared to EUR 6,721,884 one year earlier.
Changes in the balance sheet and equity is due to
discontinued operations.
Events after year-end
Change of Ticker at Euronext Expand Oslo Bors
The extra ordinary general meeting resolved to
change the Company’s name and hence the trading
ticker was changed to NOFIN.
Change in management
As of January 31, 2025, Svend Egil Larsen was
appointed Chief Investment Director in Nordic
Financials ASA. Mr. Larsen is expected to take seat
as soon as the rights issue is conducted. Halldor
Chr. Tjoflaat was appointed new CEO with effect
from June 1, 2025.
Rights issue
In April 2025, the Company conducted a rights
issue. The successfully conducted rights issue
increased the capital with NOK 10,000,000. In
addition, the convertible loan secured in December
2024 was converted in April 2025, this increased the
capital with an additional NOK 2,360,000. The new
capital after the rights issue and loan conversion is
NOK 12,597,920.83.
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Nordic Financials ASA Annual Report 2024 8
Outlook
Given the current market situation, the
management and board of directors look positive
and opportunistic on new investments under a new
strategy. The board acknowledges the need for
further capital increases to be able to reach the
desired size and has good faith that this is
something the board will have the general meetings
support to conduct.
It is the management’s firm belief that Nordic
Financials position as an agile investment company
will provide the opportunity to create shareholder
value going forward.
Key risk factors
Currency risk
The Company is located in Norway and any
investments done in markets or assets
denominated in other currencies will expose the
Company to currency risk.
Interest rate risk
The Company is debt fee and interest rate risk is
therefore considered low. It will at most be a risk
that could materialise indirectly as a change in
interest rate may affect the Company.
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 risk of loss on cash
and receivables is considered 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.
Funding
The Company acknowledges and communicates
that further rights issues or capital raises will be
conducted to reach the desired size.
Employees, anti-discrimination, and
environment
The Company had one employee as of 31
December 2024, the CEO. The other resources
utilised by the Company are hired from partners.
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 2024 been financial investments in solar
power plants and financial investments within the
same sector. The company aims to have a neutral
carbon footprint.
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Corporate social responsibility
Nordic Financials 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.
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 the environment (HSE) for its employees,
subcontractors and customers, embedded in our
zero-accident objective. Continuous efforts involve
planning, training of personnel and careful
selection of subcontractors. At the end of 2024 the
company’s operations are considered safe and with
limited chance for accidents.
Environment
The Company’s main operation in the reporting
period has been investments in assets that produce
renewable energy. However, at the end of the
reporting period and going forward the main
activity will be financial investment. Going forward
Nordic Financials will exert influence more
indirectly and through its investment activities
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
for 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 2025 and the
company’s long-term strategic predictions for the
years to come.
Two important actions were taken by the board
and executed as subsequent events to this report.
In April 2025 the company conducted a successful
rights issue and converted the convertible loan
secured in December 2024. These two actions
support the boards view of a strengthened financial
position for Nordic Financials ASA. The rights issue
increased the capital with NOK 10,000,000 and the
conversion of the debt with an additional NOK
2,360,000. After these two actions the new capital is
NOK 12,597,920.83.
Insurance coverage
The Company does not have any insurance
coverage as of December 31. The board liability
insurance was terminated as of December 2024.
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Transparency Act
The Group’s account of due diligence in
accordance with the OECD Guidelines for
Multinational Enterprises is published on
www.nofin.no
Allocation of profit and loss
The net loss for 2024 was EUR 1,671,672 and total
comprehensive income was minus EUR 1,650,666
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 15,333.
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Oslo, 29 April 2025
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)
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Nordic Financials ASA Annual Report 2024 12
Responsibility statement
The Board confirms, to the best of their knowledge, that the financial statements for the Company for 2024 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 2024.
The information presented in the financial statements for 2024 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, 29 April 2025
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)
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Corporate governance in Nordic Financials ASA
Implementation and reporting on
corporate governance
Pursuant to section 3, sub-section 3b of the
Norwegian Accounting Act, Nordic Financials 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 Nordic Financials ASA
corporate governance follows the same structure as
the code.
The business
Nordic Financials ASA is an investment company
listed on Euronext Expand in Oslo. The Company
has one main business area: financial investments
in the Nordic region.
The Company’s vision is “to empower non-
professional investors by providing them access to
lucrative investment opportunities, fostering an
inclusive platform for wealth creation while
maintaining a shareholder-friendly approach”.
In Nordic Financials ASA 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, and engage in activities in relation
to this.
Equity
Total equity as of end 2024 was EUR 15,333, and the
number of outstanding shares was 23,791,983, all
with equal rights and listed on Euronext Expand.
Equal treatment of shareholders and
transactions with associated parties
Share class
All outstanding shares of Nordic Financials ASA are
of the same share class, carry the same rights to
dividends and carry one vote.
Transactions with associated parties
Should Nordic Financials 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.
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Own share transactions
Nordic Financials ASA holds no own shares.
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, to avoid such conflicts of interest to
occur.
Freely negotiable shares
The Nordic Financials 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 Nordic Financials 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 2024
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
Nordic Financials 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.
Nordic Financials ASA regards all its board
members as independent of the company’s
executive management. The board members are
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Nordic Financials ASA Annual Report 2024 15
also regarded as independent from all significant
business partners.
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 Nordic Financials 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.
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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
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. Nordic Financials
ASA has not issued any options to its directors.
Remuneration of executive management
The note 5 statement on the remuneration for
senior executives highlights the remuneration
policies adopted by the company.
Information and communication
Nordic Financials ASA keeps shareholders and
investors regularly informed about its commercial
and financial status. The board is concerned to
ensure that market participants 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 Nordic
Financials 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.
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/ FINANCIAL STATEMENTS
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Nordic Financials ASA Annual Report 2024 17
Takeovers
Nordic Financials 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 Nordic
Financials 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 Nordic Financials 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.
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, 29 April 2024
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 NORDIC FINANCIALS / ANNUAL REPORT
/ FINANCIAL STATEMENTS
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Nordic Financials ASA Annual Report 2024 18
Financial statements
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Nordic Financials ASA Annual Report 2024 19
Consolidated statement of comprehensive income
for the year ended 31 December
* The consolidated statement of comprehensive income for 2023 has been restated to reflect the discontinued operations as
a single amount separate from the continuing operations.
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
(EUR) Note 2024 2023*
Continuing operations
Revenues 1 0 0
Personnel expenses 3,5 -497 623 -288 299
Other operating expenses 4,5,6 -411 041 -364 050
Depreciation and amortization 12,14 0 0
Operating profit -908 664 -652 349
Finance income 7 1 440 28 679
Finance costs 7,15 -548 899 -981 162
Net foreign exchange gain/(losses) 7 476 74 199
Profit before income tax -1 455 647 -1 530 633
Income tax 8 0 0
Profit from continuing operations -1 455 647 -1 530 633
Loss from discontinued operation 2 -216 025 -333 509
Profit for the period -1 671 672 -1 864 142
Other comprehensive income
Items that may not be reclassified to profit and loss
Translation differences 21 005 -75 943
Total comprehensive income -1 650 666 -1 940 085
Total comprehensive income attributable to:
Equity holders of the parent company -1 650 666 -1 940 085
Basic and diluted earnings per share continuing operations 9 -0,06 -0,03
Basic and diluted total earnings per share 9 -0,07 -0,04
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Nordic Financials ASA Annual Report 2024 20
Consolidated statement of financial positions
as of 31 December
(EUR) Note 31.12.2024 31.12.2023
ASSETS
Property, plant and equipment 1,12 0 10 635 185
Right-to-use assets 1,12,14 0 4 762 897
Financial investments 13 92 669 532 339
Non-current assets 92 669 15 930 421
Receivables 13 0 1 591 002
Other current assets 13 317 326 1 110 628
Cash and short term deposits 13 55 611 1 986 126
Current assets 372 937 4 687 756
TOTAL ASSETS 465 606 20 618 177
EQUITY AND LIABILITIES
Share capital 10 1 243 717 2 487 433
Share premium 10 5 710 621 7 665 664
Paid in capital 6 954 337 10 153 097
Other equity -6 953 149 -3 424 351
Foreign Currency translation reserve 14 144 -6 862
Other equity -6 939 005 -3 431 213
Total equity 15 333 6 721 884
Long term loans 13 0 4 410 563
Convertible loans 13 0 2 658 245
Leasing 1,14 0 4 571 698
Total non-current liabilities 0 11 640 505
Leasing 1,14 0 484 089
Convertible loan 10,13 84 782 0
Short term financing 13 0 800 169
Current tax 8 0 64 866
Trade payables and other payables 13 365 492 906 663
Total current liabilities 450 274 2 255 788
Total liabilities 450 274 13 896 293
TOTAL EQUITY AND LIABILITIES 465 606 20 618 177
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Nordic Financials ASA Annual Report 2024 21
Oslo, 29 April 2025
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)
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Nordic Financials ASA Annual Report 2024 22
Consolidated statement of cash flow
for the year ended 31 December
(EUR) Note 2024 2023
Profit before taxes from continuing operations -1 455 647 -1 530 633
Profit/Loss before taxes from discontinued operations 2 -83 720 -117 667
Profit before tax -1 539 367 -1 648 300
Paid income taxes 8 -64 866 -112 980
Depreciation in discontinued operations 2 1 227 885 1 740 238
Changes in trade receivables and trade payable -352 817 113 505
Changes in other accruals -133 493 129 564
Fair value adjustment financial assets 7 420 713 726 536
Net interest 7 126 746 829 858
Other non-cash items 1 842 026 -493 737
Cash flow from operations 1 526 828 1 284 683
Additions property, plant and equipment 12 -139 305 -61 385
Cash flow from investments -139 305 -61 385
Cash related to discontinued operations, on disposal as dividend 2 -1 479 403 0
Convertible loan issue 10 84 782 0
Interest payment 13 -504 611 -391 768
Repayment of lease liabilities 13,15 -479 024 -467 351
Repayment of loans 13,14 -939 781 -912 438
Cash flow from financing -3 318 038 -1 771 557
Cash at beginning of period 1 986 126 2 534 385
Net change in cash and cash equivalents -1 930 515 -548 259
Cash at end of period 55 611 1 986 126
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Nordic Financials ASA Annual Report 2024 23
Consolidated statement of changes in equity
*The capital reduction in 2023 was allocated to other equity. EUR 3 100 842 should have been allocated to share
premium fund.
(EUR)
Share capital
Share
premium fund
Other equity
Currency translation
reserve
Total equity
Equity 31.12.23 2 487 433 7 665 664 - 3 424 352 - 6 862 6 721 884
Reclassification
*
- 3 100 842 - 3 100 842 - -
Equity 01.01.24 2 487 433 10 766 506 - 6 525 194 - 6 862 6 721 884
Profit for the period
- -
- 1 671 672
-
-1 671 672
Other comprehensive income
- -
-
21 005
21 005
Capital reduction
1 243 717- -
1 243 717
-
-
Dividend
- 5 055 885-
-
-
-5 055 885
Equity 31.12.24 1 243 717 5 710 621 - 6 953 149 14 144 15 333
(EUR)
Share capital
Share
premium fund
Other equity
Currency translation
reserve
Total equity
Equity 31.12.22 7 499 938 7 665 664 - 6 572 715 69 081 8 661 968
Profit for the period
- -
- 1 864 142
-
-1 864 142
Other comprehensive income
- -
-
75 943-
- 75 943
Share issue
- -
-
-
-
Capital reduction
5 012 505- -
5 012 505
-
-
Equity 31.12.23 2 487 433 7 665 664 -3 424 352 -6 862 6 721 884
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
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Nordic Financials ASA Annual Report 2024 24
Notes
General information
Nordic Financials ASA (former Aega ASA) is a public limited company, incorporated and domiciled in Norway.
The parent company was listed on Euronext Expand in 2011. The registered office of Nordic Financials ASA is
Thunes Vei 2, NO-0274 Oslo, Norway.
Nordic Financials is an investment company which concentrate on the Nordic markets. Nordic Financials ASA
and its subsidiaries are referred to as the Group. The Group has made changes and reorganized the operations
during the year 2024, and the main changes has been the disposal of the solar business in Q3 and the disposal of
the management operations in Q4.
The consolidated financial statements were approved by the Board of Directors on 29 April 2025.
Note 1: Basis for preparation
The consolidated financial statements for the financial year 2024 have been prepared in accordance IFRS®
Accounting Standards as adopted by the EU and the additional requirements of the Norwegian Accounting Act.
All amounts are presented in Euro if not otherwise stated.
1.1. Going concern
The consolidated financial statements 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 investment 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
New standards and amendments to standards and interpretations effective for annual periods beginning on or
after 1 January 2024 have not had a significant effect on the consolidated statements of the Group.
The Group is currently working to identify all impacts the amendments will have on the primary financial
statements and notes to the financial statements, however no change is implemented in current year.
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Nordic Financials ASA Annual Report 2024 25
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.
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 presentation currency is the
Norwegian Krone (NOK). The functional currencies of the group entities are NOK and EUR.
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 of month end exchange rates for the period, and
All exchange differences are booked to other comprehensive income
Translation differences arising from the translation of a net investment in foreign operations are specified as
translation differences in the statement of equity.
On disposal of a foreign operation, the accumulated translation differences relating to the subsidiary are
recognised in the statement of profit and loss.
At year end, the statement of financial position was converted from functional currency to presentation currency
EUR using 11,80 and 11,24 for 31 December 2024 and 2023 respectively. The statement of profit and loss and
other comprehensive income was converted from functional currency to presentation currency EUR using 11,62
and 11,42 for 2024 and 2023 respectively.
The group consolidates all subsidiaries at the Nordic Financials ASA level.
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Nordic Financials ASA Annual Report 2024 26
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.
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 assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.
After the disposal of the solar business, the Group has no 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.
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 lease term on a straight-line basis.
After the disposal of the solar business the Group has no land lease agreements or lease of equipment in Italy.
1.5.4. Revenue recognition
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.
After the disposal of solar business and the management operations, the Group currently has no revenue
generating activities. The policies explained below applies to discontinued operations.
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Nordic Financials ASA Annual Report 2024 27
From solar power plant operations, the group had two main sources of revenue:
1.5.4.1 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. Payment is done monthly based on estimated monthly production. Estimated
production is equal to actual production previous calendar year. Once a year there is a payment settling the
difference between estimated and actual production.
From an accounting perspective Nordic Financials recognises full Feed-in Tariff when the electricity is produced.
There is no revenue from feed-in tariff in the continuing operations, and this principle represents the
discontinued operation.
1.5.4.2 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.
There is no revenue from sales of electricity in the continuing operation, however the above represents the
discontinued operation.
1.5.5 Changes in the composition of the Group
The discontinued operations presented in the statement of comprehensive income and statement of cash flows
in the comparative period include all operations that have been discontinued by the end of the most recent
reporting period. This means that the statements of comprehensive income and cash flows for the comparative
period show, as discontinued operations, both those reported as discontinued in the previous period together
with those classified as discontinued in the current period. This ensures that the amounts disclosed in the
statements of comprehensive income and cash flows for continuing operations are comparable and provide a
more useful basis for predicting future results. In contrast, the information in the statement of financial position
for the prior year is not restated.
1.6 Climate Risk
The Company’s main operation in the reporting period has been investments in assets that produce renewable
energy. However, at the end of the reporting period and going forward the main activity will be financial
investment. Going forward Nordic Financials will exert influence more indirectly and through its investment
activities
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Nordic Financials ASA Annual Report 2024 28
Note 2: Significant events during the period
Discontinued operations
At the general meeting in May 2024, a strategic decision was made to distribute the existing solar assets as
dividend. This move was taken to optimize capital allocation and enhance shareholder value while preparing the
company for a new phase of growth as an investment company. The strategic changes to the group and
reorganization of the operations were a response to falling profitability because of increase in both financial and
regulatory cost.
In September 2024 the company disposed of its entire solar park business, followed by disposal of its
management business in December 2024.
The discontinued operations have been reported as a single amount in the statement of comprehensive income
separately from continuing operations as “Loss from discontinued operations”. Loss from discontinued
operations comprise the total of profit/loss for the period until loss of control of discontinued operations and the
recognized loss on the disposal of the discontinued operations (fair value of discontinued operations less book
value of net assets). The consolidated statement of comprehensive income for 2023 has been restated to reflect
the discontinued operations as a single amount separate from the continuing operations. See below for details
of the discontinued operations.
2.1 Dividend payment and disposal of the solar park business
On 29 August 2024 the board of Nordic Financials ASA decided to distribute the solar park portfolio as dividend
to its shareholders. Nordic Financials ASA distributed a total of 23 791 983 shares in Aega AS to the shareholders,
with a dividend of NOK 2.50 per share. Total dividend payment of NOK 59 479 958 was paid out on 27 September
2024, which is considered to be the point of loss of control. The distribution is regarded as repayment of paid in
capital by the shareholders of Nordic Financials ASA.
The debt in Nordic Financials ASA, has in consultation with the lenders, been moved to Aega AS. Nordic
Financials ASA is debt-free after the dividend payment. Consequently, Nordic Financials ASA will not own any
solar parks after the dividend payment.
The financial performance and cash flow information related to the disposal of the discontinued solar park
business in 2024 and for the year ended 2023 is disclosed below and in note 12 and 15:
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Nordic Financials ASA Annual Report 2024 29
2.1.1 Financial information discontinued solar park business
2.1.2 Cash Flow discontinued solar park business
2.2. Disposal of management business
On 2 December 2024 Nordic Financials ASA sold all shares in Aega Management AS to Aega AS and thereby
disposed of its management business, which had the operational responsibility and management agreements
with the solar parks.
The financial performance and cash flow information related to the disposal of the management business in
2024 and for the year ended 2023 is disclosed below:
(EUR) Note2024 2023Feed-In Tariff revenue 2 039 831 2 416 439Sales of electricity 775 856 967 505Revenues 2 815 687 3 383 944Cost of operations -360 644 -592 825Other operating expenses -20 121 -24 515EBITDA 2 434 922 2 766 604Depreciation and amortization -1 215 529 -1 727 303Operating profit 1 219 393 1 039 302Net finance -359 217 -770 866Profit before income tax 860 176 268 436Income tax -132 305 -215 841Profit for the period 727 871 52 594Earnings per share0,03 0,00Avg. no of shares 23 791 983 47 583 966
2024(EUR)Net cash flow from operating activities 1 581 304Net cash flow from investing activities -139 305Net cash flow from financing activities -1 665 677Net cash outflow/inflow -223 678Cash at beginning of period 1 692 546Cash at time of disposal 1 468 868
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Nordic Financials ASA Annual Report 2024 30
2.2.1 Financial information discontinued management business
2.2.2 Cash Flow discontinued management business
(EUR) Note2024 2023Other revenue 108 385 0Revenues 108 385 0Cost of operations -57 202 -58 760Personnel expenses -192 023 -170 033Other operating expenses -102 833 -168 488EBITDA -243 673 -397 281Depreciation and amortization -12 356 -12 936Operating profit -256 029 -410 217Net finance 91 24 114Profit for the period -255 938 -386 103Earnings per share-0,01 -0,01Avg. no of shares 23 791 983 47 583 966
2024(EUR)Net cash flow from operating activities -12 801Net cash flow from investing activities 0Net cash flow from financing activities 0Net cash outflow/inflow -12 801Cash at beginning of period 23 337Cash at time of disposal 10 536
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Nordic Financials ASA Annual Report 2024 31
2.3 Financial information discontinued operations total:
2.3.1 Cash Flow discontinued operations total:
(EUR)2024 2023Feed-In Tariff revenue 2 039 831 2 416 439Sales of electricity 775 856 967 505Other revenue 108 385 0Revenues 2 924 072 3 383 944Cost of operations -417 846 -651 585Personnel expenses -192 023 -170 033Other operating expenses -122 954 -193 003EBITDA 2 191 249 2 369 323Depreciation and amortization -1 227 885 -1 740 238Operating profit 963 364 629 085Net finance -359 126 -746 752Profit before income tax 604 238 -117 667Income tax -132 305 -215 841Profit for the period 471 933 -333 509Earnings per share discontinued operations0,02 -0,01Avg. no of shares 23 791 983 47 583 966
2024(EUR)Net cash flow from operating activities 1 568 503Net cash flow from investing activities -139 305Net cash flow from financing activities -1 665 677Net cash outflow/inflow-236 479Cash at beginning of period 1 715 882Cash at time of disposal 1 479 403
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Nordic Financials ASA Annual Report 2024 32
2.4. Loss from discontinued operations
The business that was distributed had a fair value of EUR 5,055,971 at the time of distribution, which forms the
basis for calculating the loss of EUR 687,958 for the Group:
Loss before tax from discontinued operations comprise of:
Note 3: Personnel expenses and remuneration
*Restated – se explanation in note 1.5.5
In the continuing operations, the group had one full-time equivalent in 2024 compared to one in 2023. Including
discontinuing operations, the group had two full-time equivalents in 2023.
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 2024. 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.
(EUR)Fair Value at the time of distribution 5 055 971Distributed amount of net assets sold 5 743 929Loss from sale of shares 687 958
(EUR)Profit before income tax from discontinued operations 604 238Loss from disposal of discontinued operations -687 958Loss from discontinued operation -83 720
Loss from discontinued operations in the consolidated statement of comprehensive income comprise of:
(EUR)Profit for the period from discontinued operations 471 933Loss from disposal of discontinued operations -687 958Loss from discontinued operation -216 025
(EUR)2024 2023*Salaries and vacation pay 363 518 182 872 Social security tax 66 246 40 732 Pension expense 6 610 6 677 Other personnel expenses 345 37 Remuneration to the Board of Directors 60 904 57 980 Total payroll and related expenses: 497 623 288 299
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Nordic Financials ASA Annual Report 2024 33
Note 4: Remuneration to auditors
Amounts are stated excluding VAT.
Note 5: Remuneration to management and Board of Directors
Remuneration to management:
All numbers in EUR
To further ensure that costs were reduced, the board decided to terminate the employment contract of CEO Nils
P. Skaset. According to the terms of the employment agreement, Skaset will remain employed with the company
until the end of February 2025 and is entitled to severance pay for 12 months, until end of February 2026.
Provisions of EUR 206,454 have been made for severance pay.
Remuneration to the Board of Directors:
All numbers in EUR
*In addition to his role as Chairman of Nordic Financials ASA, Mr. Tjoflaat was 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 until the solar parks were paid out as
dividend in kind at the end of Q3 2024. This structure was implemented to reduce management resources spent on following up the Italian
SPVs.
Shares held by the board of directors and management as of 31.12.2024:
(EUR)2024 2023Statutory audit 74 105 102 162Other Assurance services 2 469 4 139Total renumerations to auditors 76 574 106 301
Other expensedSalarybenefits and bonusName Position Periode served to/from 2024 2023 2024 2023Nils Petter Skaset CEO From February 2020 182 527 182 273 6 610 6 677
Other expensedBoard remunerationbenefits and bonusName Position Periode served to/from 2024 2023 2024 2023Halldor Christen Tjoflaat* Chairman From 28 December 2017 25 807 24 444 76 351 63 282 Jan Peter Harto Member From June 2020 15 484 14 666 Kristine Malm Larneng Member From 28 December 2017 15 484 14 666
Person Role Ownership with control 2024Through Rybo Nor AS, controls 100 shares (0,00042 percent)Halldor Christen Tjoflaat ChairJan Peter Harto Board memberThrough Jan P Harto AS, controls 522 shares (0,00219 percent)
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Nordic Financials ASA Annual Report 2024 34
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.
For the purposes of this statement, company employees referred to as senior executives are:
Nils Petter Skaset (CEO).
The following guidelines are applied for 2024.
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 labor 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 12 months’ severance payment given certain circumstances if CEO is removed from
the position.
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Nordic Financials ASA Annual Report 2024 35
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.
Nordic Financials 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 sublease 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 and to lead the process of reorganisation
in second half of 2024. The total remuneration for 2024 was EUR 76,351.
Note 7: Financial income and expense
Financial income consists of interest income on financial investments. Interest income is recognized by applying
the effective interest rate method.
Financial expenses consist of interest expense on financial instruments and changes in the fair market values of
financial assets at fair value through profit and loss.
Currency gains and losses are reported net.
*Restated – se explanation in note 1.5.5.
Note 8: 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
(EUR) 2024 2023*Interest income 1 440 28 679Total finance income 1 440 28 679Interest expense -128 186 -254 626Fair value adjustment of shares -420 713 -726 536Total finance costs -548 899 -981 162Net foreign exchange gain/losses 476 73 989
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Nordic Financials ASA Annual Report 2024 36
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 in the Norwegian entities are
offset only if certain criteria are met. In the Italian entities deferred tax asset, deferred tax liabilities and VAT are
continuously offset, according to Italian tax legislation. Tax payable and deferred tax are recognised directly in
equity to the extent that they relate to equity transactions.
Amounts recognised in statement of profit and loss:
*Restated – se explanation in note 1.5.5. Income tax payable is related to the discontinued operations.
Deferred tax assets are due to tax loss carry forward. The Norwegian operations have tax loss carry forward that
are not recognized in the balance sheet, which, under the current regulations in Norway, can be carried forward
indefinitely. 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. Tax payable 2023 is related to Italian subsidiaries.
2024 2023*Non deductible expensesReconciliation between the expected tax expense and the actual tax expenseProfit before tax -1 455 647 -1 530 633Calculated tax (22%) 320 242 336 739Tax effect on loss sale of shares - not deductable 89 903 0Deferred tax asset not recognised -410 145 -336 739Difference in tax rate between countries 0 0Actual tax expense 0 0Effective tax rate0 %0 %Income tax expense2024 2023*Income tax payable 0 0Income tax set of by deferred tax 0 0Income tax expense 0 0Tax payable2024 2023*Income tax payable 0 64 866Tax payable 0 64 866Tax assets recognized2024 2023*Deferred tax asset 0 0Total tax assets 0 0Tax asset not recognised in the balance sheet 2 418 386 2 201 676
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Nordic Financials ASA Annual Report 2024 37
Note 9: Earning per share
Basic and diluted 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.
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
At the ordinary general meeting held on 31 May 2024 it was decided to reduce the share capital by reducing the
par value of each share from NOK 1 to NOK 0.5. The share capital reduction amount was transferred to other
equity.
At the extra ordinary general meeting held on 23 December 2024 it was decided to reduce the share capital by
reducing the par value of each share from NOK 0.5 to NOK 0.01.
As of 31 December 2024, Nordic Financials ASA had a share capital of NOK 11 895 992 comprising 23 791 983
shares with a par value of NOK 0.5. Nordic Financials ASA has only one share class. All shares have equal voting
rights and rights to dividends from the Company. All shares are fully paid.
2024 2023Avreage number of ordinary shares 23 791 983 47 583 966Profit of the year EUR continuing operations -1 455 647 -1 530 633Profit of the year EUR -1 671 672 -1 864 142Earnings per share continuing operations -0,06 -0,03Earnings per share discontinuing operations -0,01 -0,01Total earnings per share -0,07 -0,04
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Nordic Financials ASA Annual Report 2024 38
Convertible loan
At the extraordinary general meeting on 23 December 2024, it was decided to issue a convertible loan of NOK 2
million. The lenders can convert their respective share of the convertible loan's principal into shares at a
subscription price of NOK 0.01. The loan is intended to secure short-term liquidity to cover costs in the period
leading up to completion of the rights issue. The convertible loan has an interest rate of 18%.
Selaco AS, the company's largest shareholder, contributes NOK 1,000,000 to the convertible loan. In addition, the
following primary insiders and related parties support the financing and contribute to the convertible loan:
Rybo Nor AS, close to the chairman of the board, Halldor Christen Tjoflaat, participates with NOK 400,000 in the
convertible loan. Mamalao AS, close to the chairman of the board, Halldor Christen Tjoflaat, participates with
NOK 200,000 in the convertible loan. Jan Peter Harto, board member, participates with NOK 100,000 in the
convertible loan.
As of the end of 31 December 2024, NOK 1 million had been received by the company. The subsequent NOK 1
million was received 3 January 2025. The entire convertible loan has thus been made available to Nordic
Financials ASA. The convertible loan received as of the end of 31 December 2024 has been classified as short-
term debt due to the nature of the convertible loan and is measured at fair value through profit or loss.
Warrants
The Company has no outstanding warrants as of 31 December 2024.
Own shares
Aega ASA holds no own shares as of 31 December 2024.
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20 Largest Shareholders 31.12.2024
Shareholders Share PercentageSELACO AS 2 062 562 8,67 %NORDNET LIVSFORSIKRING AS 953 030 4,01 %BJØRN ERIK TVETER 629 122 2,64 %MORO AS 540 926 2,27 %DICHESBUEN AS 480 000 2,02 %SOHAIL SARWAR MIRZA 413 685 1,74 %KNUT BJARNE TANNVIK RYDLAND 397 212 1,67 %STEFFEN SKAUGERUD 293 058 1,23 %OLAV VESAAS 278 714 1,17 %ABN AMRO Global Custody Services N 278 500 1,17 %ROALD ARNOLD NYGÅRD 251 240 1,06 %ODDMUND HODNEKVAM 247 500 1,04 %ESPEN ULEBERG 200 000 0,84 %C - BY - C AS 197 736 0,83 %Christoffer Jellum 188 542 0,79 %Nordnet Bank AB 180 825 0,76 %J.P. Morgan SE 173 044 0,73 %SUBASH THA SHRESTHA 157 990 0,66 %ROLF RUTH 130 000 0,55 %SIGMUND VATLE 127 981 0,54 %Total 20 largest shareholders 8 181 667 34,39 %Nordic Financials ASA outstanding shares 23 791 983 100,00 %
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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.
After the disposal of the solar business and the management operations, the Group only consists of the Nordic
Financials ASA and the subsidiary Nordic Financials AS.
Ownership
The Group’s subsidiaries on 31 December 2024 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.
Note 12: Property, plant and equipment
All property, plant and equipment (mainly 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. After the disposal of the solar business, the Group has no property, plant or equipment.
Place of OwnershipVoting powerName of entityPrincipal activities Ownerbusiness31.12.202431.12.2024Nordic Financials AS Norway 100 % 100 % Holding company Nordic Financials ASA
PPE Cost 31. December 2023 13 809 059Additions 139 305PPE Cost 31. December 2024 13 948 364Accumulated depreciation 3 957 369Discontinued operations -9 990 995Book value 31.12.2024 0Current year depreciation 783 494
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Depreciation is calculated using the straight-line method over the useful lives. The depreciation period and
method are assessed each year. Nordic Financials 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 Nordic Financials has extended land surface rights. Feed-In Tariff
period is normally 20 years. For the solar power plants previously owned, the remaining Feed-In Tariff period is 9-
13 years from the date Nordic Financials 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 13: Financial instruments
Classification
Financial instruments are classified into the following categories:
Fair value with changes in value through profit or loss
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 2024 and 2023, the group has financial instruments in the following categories:
Receivables
Financial assets and liabilities measured at amortised costs
Derivatives
PPE Cost 31. December 2022 13 747 674Additions 61 385PPE Cost 31. December 2023 13 809 059Accumulated depreciation 3 173 875Book value 31.12.2023 10 635 184Current year depreciation 1 147 716
Useful life
9-13 years
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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.
The Group has the following financial instruments:
Financial Assets
2024Financial asset at (EUR)TotalAsset at FVPLamortized costShare investments92 6690 92 669Other current assets0317 326 317 326Cash055 611 55 61192 669 372 937 465 606
2023Financial asset at (EUR)TotalAsset at FVPLamortized costShare investments532 3390 532 339Receivables01 591 002 1 591 002Other current assets; Derivatives165 0000 165 000Cash 01 986 126 1 986 126697 339 3 577 128 4 274 467
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Nordic Financials ASA Annual Report 2024 43
Financial Liabilities
Other Current Assets
The receivable to Aega AS is MNOK 3,7 and the parties agree that the purchase price shall be settled as soon as
the borrower has the liquidity to settle the claim, and within November 1, 2025. There is no reason to indicate
any impairment on this loan.
Reconciliation of cash flows from financing activities:
2024Convertible Liabilities at (EUR)Totalloan at FVPLamortised costTrade payables060 183 60 183Convertible loan84 7820 84 78284 78260 183 144 965
2023Derivatives Liabilities at (EUR)Totalat FVPLamortised costLong term loans04 410 563 4 410 563Convertible loan02 658 245 2 658 245Leasing LT04 571 698 4 571 698Leasing ST0484 089 484 089Trade payables 0503 663 503 663Short term financing0800 169 800 169013 428 426 13 428 426
2024 (EUR) Lease liabilities Other loans TotalCarrying amount 31.12.2023 5 055 787 7 868 977 12 924 764Cash flowsProceeds from new loans - - -Repayment of principal other loans - -939 781 -939 781Repayment of principal portion of lease liability -479 024 - -479 024Interest paid -188 564 -504 611 -693 175Other changesLoss from discontinued operation 1 044 455 - 1 044 455Interest expenses 188 564 - 188 564Additions lease - - -Loan netted against receivables Aega AS - -2 539 844 -2 539 844Disposal of discontinued operations -5 621 218 -3 884 740 -9 505 957Effect of currency translation - - -Carrying amount 31.12.2024 0 0 0Non-current - - -Current - - -
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Nordic Financials ASA Annual Report 2024 44
2023
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. 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 reorganization, and
Default or delinquency in payments (more than 30 days overdue)
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.
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as
their fair value.
For other receivables there were no indications of impairment at 31 December 2024 or 2023, no provision is
booked related to non-current assets
Overview of receivables
(EUR) Lease liabilities Other loans TotalCarrying amount 31.12.2022 5 523 139 8 852 880 14 376 019Cash flowsAdditions - 320 303 320 303Repayment of principal other loans - -912 438 -912 438Repayment of principal portion of lease liability -467 351 - -467 351Interest paid -273 261 -391 768 -665 029Other changesInterest expenses 273 261 - 273 261Carrying amount 31.12.2023 5 055 787 7 868 977 12 924 764Non-current 484 089 800 169 1 284 258Current 4 571 698 7 068 807 11 640 505
(EUR) 2024 2023Trade receivables 0 1 191 002Other receivables 0 1 124 906Receivables financial instruments 0 2 315 907
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Nordic Financials ASA Annual Report 2024 45
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.
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.
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 risk of loss on cash and receivables is
considered low.
Cash
Cash includes only cash at bank.
Interest rate risk
The Company is debt fee and interest rate risk is therefore considered low. It will at most be a risk that could
materialize indirectly as a change in interest rate that may affect the Company.
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 three main trade payables, the outstanding salaries, outstanding fees to board and fees to the
asset manager.
(EUR) 2024 2023Cash Norway 55 611 291 480Cash Italy 0 1 694 647Total cash 55 611 1 986 127
(EUR) 2024 2023Trade and other payables 365 492 906 663Trade and other payables 365 492 906 663
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Market risk
Currency risk
All operating revenue, all bank financing and most operating expenses are denominated in EUR. The Company is
located in Norway and any investments done in markets or assets denominated in other currencies will expose
the Company to currency risk.
The group was exposed to changes in EUR/NOK exchange rates for cost incurred in Norway and for bank
deposits throughout most of 2024. After the disposal of the solar business and the management operations in
Italy, the Group has no operating revenue or operating expenses with foreign exchange exposure.
Note 14: Leasing
Right-of-use assets are measured at an amount equal to the lease liability. After the disposal of the solar
business the Group has no land lease agreements or 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 4-6% for the end of year 2023.
2024 Right-to Use Assets Plant and land leaseAs of 1 January 2024 6 065 609 Addition of right-to use assets - Acquisition cost 31 December 2023 6 065 609 Depreciation 444 392 Discontinued contracts 5 621 218 Net right-to use asset as of 31 December 2024 - Reconcilliation Statement of: Plant and land leaseAt start of 2024 5 055 787 Discontinued contracts -5 621 218 Cash payments for the principal portion of the lease liability Cash flows -290 461 Cash payments for the interest portion of the lease liability Cash flows -188 564 Interest expense on lease liabilities P&L 188 564 Loss on discontinued contracts P&L 855 891 Total lease liability at 31 December 2024 - Current lease liabilities Financial position - Non-curremt lease liabilities Financial position -
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Nordic Financials ASA Annual Report 2024 47
Note 15: Financial investments
Nordic Financials AS bought a minority stake in Norsk Renewables AS (formerly Norsk Solar AS) in November
2020. The company was listed on Euronext Growth in April 2021.
Nordic Financials AS holds 3,989,170 shares in Norsk Renewables AS as of 31.12.2024. The asset is measured at
fair value through profit and loss. As of 31.12.2024 booked value of the shares is 92,669 EUR. The fair value
adjustment amounts to 420,713 EUR. No stocks have been bought or sold in 2024, meaning the decrease is solely
attributable to changes in the fair value of the shares. The loss is recognized in the profit and loss statement
under finance cost.
After the end of the reporting period, Norsk Renewables AS has been delisted.
2023 Right-to Use Assets Plant and land leaseAs of 1 January 2023 6 065 609 Addition of right-to use assets - Acquisition cost 31 December 2023 6 065 609 Depreciation 1 302 713 Discontinued contracts - Net right-to use asset as of 31 December 2023 4 762 897 Undiscounted Lease Liabilities and Maturity of Cash Outflows Plant and land leaseLess than 1 year 740 612 Over 1 year 5 509 490 Total undiscounted lease liabilities at 31 December 2023 6 250 102 Reconcilliation Statement of: Plant and land leaseAt start of 2023 5 523 138 New lease liabilities recognized in the year - Cash payments for the principal portion of the lease liability Cash flows -467 351 Cash payments for the interest portion of the lease liability Cash flows -273 261 Interest expense on lease liabilities P&L 273 261 Discontinued contracts P&L - Total lease liability at 31 December 2023 5 055 787 Current lease liabilities Financial position 484 089 Non-curremt lease liabilities Financial position 4 571 698
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Note 16: Subsequent events
Change of Ticker at Euronext Expand Oslo Bors
The extra ordinary general meeting resolved to change the Company’s name and hence the trading ticker was
changed to NOFIN.
Change in management
As of January 31, 2025, Svend Egil Larsen was appointed Chief Investment Director in Nordic Financials ASA. Mr.
Larsen is expected to take seat as soon as the rights issue is conducted. Halldor Chr. Tjoflaat was appointed new
CEO with effect from June 1, 2025.
Rights issue
In April 2025, the Company conducted a rights issue. The successfully conducted rights issue increased the
capital with NOK 10,000,000. In addition, the convertible loan secured in December 2024 was converted in April
2025, this increased the capital with an additional NOK 2,360,000. The new capital after the rights issue and loan
conversion is NOK 12,597,920.83. The total number of shares is 1,259,791,983 resulting in basic and diluted
earnings per share of NOK 0.00.
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Parent company financials
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Nordic Financials ASA Annual Report 2024 50
Parent company statement of comprehensive income
for the year ended 31 December
(NOK) Note 2024 2023
Operating income 0 0
Personnel expenses 3,5 -5 784 797 -3 292 549
Other operating expenses 4,5,6 -4 774 781 -4 155 330
Loss on receivables to group companies 13 -12 236 564 0
Operating expenses -22 796 143 -7 447 879
Operating profit -22 796 143 -7 447 879
Finance income 7 16 714 327 430
Loss from sale of shares in subsidiaries 2 -4 450 485 0
Finance costs 7 -1 490 147 -2 907 987
Impairment of shares in subsidiaries 7 -300 000 0
Net foreign exchange gain/(losses) 7 5 532 6 730 483
Profit before income tax -29 014 528 -3 297 953
Income tax 8 0 0
Profit for the period -29 014 528 -3 297 953
Other comprehensive income
Items that may be reclassified to profit and loss
Other comprehensive income 0 0
Total comprehensive income -29 014 528 -3 297 953
Profit for the period attributable to:
Equity holders of the parent company -29 014 528 -3 297 953
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Parent company statement of financial position
as of 31 December
(NOK) Note 2024 2023
ASSETS
Shares in subsidiaries 9 0 1 081 801
Non-current assets 0 1 081 801
Group receivables 11,13 1 196 751 116 358 732
Other current assets 11,12 3 742 859 171 967
Cash and short term deposits 11 655 834 3 035 461
Current assets 5 595 444 119 566 161
TOTAL ASSETS 5 595 444 120 647 961
EQUITY AND LIABILITIES
Share capital 9 11 895 992 23 791 983
Share premium 9 38 837 643 98 317 600
Paid in capital 50 733 634 122 109 583
Other equity -50 447 812 -33 329 276
Other equity -50 447 812 -33 329 276
Total equity 285 822 88 780 307
Convertible loan 11,12 0 29 880 000
Total non-current liabilities 0 29 880 000
Convertible loan 9,11 1 000 000 0
Trade payables and other payables 11 4 309 622 1 987 654
Total current liabilities 5 309 622 1 987 654
Total liabilities 5 309 622 31 867 654
TOTAL EQUITY AND LIABILITIES 5 595 444 120 647 961
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Oslo, 29 April 2025
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)
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Parent company statement of cash flow
for the year ended 31 December
(NOK) Note 2024 2023
Ordinary profit before tax -29 014 528 -3 297 953
Changes in receivables and payables 477 679 -4 326
Agio/disagio -5 532 -6 730 483
Loss on receivables to group companies 13 12 236 564 0
Loss from sale of shares 2 4 450 485 0
Impairment of shares in subsidiaries 300 000 0
Changes in other accruals 3 945 921 -54 692
Net interest 1 473 433 2 907 987
Cash flow from operations -6 135 978 -7 179 467
Payments of receivables from group companies 7 082 893 11 462 491
Payment of liabilities to group companies -1 330 355 -2 103 249
Cash flow from investments 5 752 538 9 359 242
Convertible loan 9,11 1 000 000 0
Interest payment -2 996 186 -2 599 524
Cash flow from financing -1 996 186 -2 599 524
Cash at beginning of period 3 035 461 3 455 210
Net increase/(decrease) in cash and cash equivalents -2 379 627 -419 749
Cash at end of period 655 834 3 035 461
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Parent company statement of change in equity
(NOK) Share capital Share premium fund Other equity Total equity
Equity 01.01.2024 23 791 983 98 317 600 -33 329 278 88 780 305
Profit (loss) after tax
- -
-29 014 528 -29 014 528
Other comprehensive income
- - - -
Capital reduction -11 895 992
-
11 895 992
-
Dividend
-
-59 479 958
-
-59 479 958
Equity 31.12.2024 11 895 992 38 837 643 -50 447 815 285 819
(NOK) Share capital Share premium fund Other equity Total equity
Equity 01.01.2023 71 375 949 68 881 151 -48 178 842 92 078 259
Profit (loss) after tax
- -
-3 297 953 -3 297 953
Other comprehensive income
- - - -
Capital reduction -47 583 966 29 436 449 18 147 517
-
Equity 31.12.2023 23 791 983 98 317 600 -33 329 278 88 780 305
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FINANCIAL STATEMENTS
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Nordic Financials ASA Annual Report 2024 55
Notes
General information
Nordic Financials ASA (former Aega ASA) is a public limited company, incorporated and domiciled in Norway.
The registered office of Nordic Financials ASA is Thunes Vei 2, NO-0274 Oslo, Norway.
The parent company was listed on Euronext Expand in 2011. The financial statements for Nordic Financials ASA,
including disclosure requirements for the accounting period ended 31 December 2024, were approved by the
Board of Directors and CEO on 29 April 2025.
Note 1: Basis for preparation
The financial statements for the financial year 2024 have been prepared in accordance IFRS® Accounting
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: Transactions
On 29 August 2024 the board of Nordic Financials ASA decided to distribute the solar park portfolio as dividend
to its shareholders. Nordic Financials ASA distributed a total of 23 791 983 shares in Aega AS to the shareholders,
with a dividend of NOK 2.50 per share. Total dividend payment of NOK 59 479 958 was paid out on 27 September
2024, which is considered to be the point of loss of control. The distribution is regarded as repayment of paid in
capital by the shareholders of Nordic Financials ASA.
The debt in Nordic Financials ASA, has in consultation with the lenders, been moved to Aega AS. Nordic
Financials ASA is debt-free after the dividend payment. Consequently, Nordic Financials ASA will not own any
solar parks after the dividend payment.
On 2 December 2024 Nordic Financials ASA sold all shares in Aega Management AS to Aega AS and thereby
disposed of its management business, which had the operational responsibility and management agreements
with the solar parks.
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Nordic Financials ASA Annual Report 2024 56
The loss from the sale of shares in Aega AS and Aega Management AS was tNOK 4 450
Note 3: Personnel expenses
The company had one employee in 2024 and one employee in 2023.
Nordic Financials ASA 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
Amounts are stated excluding VAT.
Consideration received or receivable (NOK)
- Dividend 59 479 958
- Cash 1 000
Total disposal consideration 59 480 958
Carrying amount of net assets sold 63 931 443
Loss from sale of shares 4 450 485
Payroll and related expenses
2024 2023
(NOK)
Salaries 4 225 846 2 088 513
Social security tax 770 099 465 182
Pension expense 76 840 76 259
Other personnel expenses 4 012 428
Renumeration to the Board of Directors and nomination committee 708 000 662 167
Total payroll and related expenses: 5 784 797 3 292 549
2024 2023
(NOK)
Statutory audit 861 464 1 166 757
Other assurance services 28 700 47 270
Total renumerations to auditors 890 164 1 214 027
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Nordic Financials ASA Annual Report 2024 57
Note 5: Remuneration to management and Board of Directors
Remuneration to management:
All numbers in NOK
To further ensure that costs were reduced, the board decided to terminate the employment contract of CEO Nils
P. Skaset. According to the terms of the employment agreement, Skaset will remain employed with the company
until the end of February 2025 and is entitled to severance pay for 12 months, until end of February 2026.
Provisions of MNOK 2,4 have been made for severance pay.
Remuneration to the Board of Directors:
All numbers in NOK
*In addition to his role as Chairman of Nordic Financials ASA, Mr. Tjoflaat was 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 until the solar parks were paid out as
dividend in kind at the end of Q3 2024. This structure was implemented to reduce management resources spent on following up the Italian
SPVs.
Shares held by the board of directors as of 31.12.2024
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.
Nordic Financials 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 sublease agreement with a potential 2% margin to cover
cost of the renting company.
Name Position Periode served to/from 2024 2023 2024 2023
Nils Petter Skaset CEO From February 2020 2 121 846 2 081 669 76 840 76 259
Other expensed
benefits and bonus
Salary
Name Position Periode served to/from 2024 2023 2024 2023
Halldor Christen Tjoflaat* Chairman From 28 December 2017 300 000 279 167 887 573 722 713
Jan Peter Harto Member From June 2020 180 000 167 500
Kristine Malm Larneng Member From 28 December 2017 180 000 167 500
Other expensed
benefits and bonus
Board remuneration
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Nordic Financials ASA Annual Report 2024 58
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 and to lead the process of reorganisation
in second half of 2024. The total remuneration for 2024 was NOK 887,573.
Note 7: 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, impairment loss of shares, and loss
related to the disposal of operations.
Currency gains and losses are reported net.
Note 8: Tax
Amounts recognised in statement of profit and loss:
(NOK)
2024 2023
Dividend from subsidiaries - -
Interest income 16 714 327 430
Total finance income 16 714 327 430
Interest expense -1 490 147 -2 907 987
Loss on sale of shares in subsidiaries -4 450 485 -
Impairment of shares in subsidiaries -300 000 -
Total finance costs -6 240 632 -2 907 987
Net foreign exchange gain/losses 5 532 6 730 483
Reconciliation expected tax expense and actual tax expense
2024 2023
Profit before tax -29 014 528 -3 297 953
Calculated tax (22%) 6 383 196 725 550
Tax effect permanent differences -3 737 151 0
Deferred tax asset not recognised -2 646 045 -725 550
Actual tax expense 0 0
Effective tax rate
0 % 0 %
Tax assets recognized
2024 2023
Deferred tax asset 0 0
Total tax assets 0 0
Tax asset not recognised in the balance sheet 24 129 755 21 483 710
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Nordic Financials ASA Annual Report 2024 59
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 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
At the ordinary general meeting held on 31 May 2024 it was decided to reduce the share capital by reducing the
par value of each share from NOK 1 to NOK 0.5. The share capital reduction amount was transferred to other
equity.
At the extra ordinary general meeting held on 23 December 2024 it was decided to reduce the share capital by
reducing the par value of each share from NOK 0.5 to NOK 0.01. The share capital reduction is contingent upon
notice to creditors.
As of 31 December 2024, Nordic Financials ASA had a share capital of NOK 11 895 992 comprising 23 791 983
shares with a par value of NOK 0.5. Nordic Financials ASA has only one share class. All shares have equal voting
rights and rights to dividends from the Company. All shares are fully paid.
Convertible loan
At the extraordinary general meeting on 23 December 2024, it was decided to issue a convertible loan of NOK 2
million. The lenders can convert their respective share of the convertible loan's principal into shares at a
subscription price of NOK 0.01. The loan is intended to secure short-term liquidity to cover costs in the period
leading up to completion of the rights issue. The convertible loan has an interest rate of 18%.
Selaco AS, the company's largest shareholder, contributes NOK 1,000,000 to the convertible loan. In addition, the
following primary insiders and related parties support the financing and contribute to the convertible loan:
Rybo Nor AS, close to the chairman of the board, Halldor Christen Tjoflaat, participates with NOK 400,000 in the
convertible loan. Mamalao AS, close to the chairman of the board, Halldor Christen Tjoflaat, participates with
NOK 200,000 in the convertible loan. Jan Peter Harto, board member, participates with NOK 100,000 in the
CONTENTS / ABOUT NORDIC FINANCIALS / ANNUAL REPORT /
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Nordic Financials ASA Annual Report 2024 60
convertible loan.
As of the end of 31 December 2024, NOK 1 million had been received by the company. The subsequent NOK 1
million was received 3 January 2025. The entire convertible loan has thus been made available to Nordic
Financials ASA. The convertible loan received as of the end of 31 December 2024 has been classified as short-
term debt due to the nature of the convertible loan and is measured at fair value through profit or loss.
Warrants
The Company has no outstanding warrants as of 31 December 2024.
Own shares
Nordic Financials ASA holds no own shares as of 31 December 2024.
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Nordic Financials ASA Annual Report 2024 61
20 Largest Shareholders 31.12.2024
Note 10: Subsidiaries
The company’s subsidiaries on 31 December 2024 are set out below.
Name of entity
Place of
business
Ownership
31.12.2024
Voting power
31.12.2024
Principal
activities
Carrying
value (NOK)
Nordic Financials AS Norway 100 % 100 % Holding company -
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Nordic Financials ASA Annual Report 2024 62
Note 11: Financial instruments
The company has the following financial instruments:
Financial assets
2024
(NOK)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
-
1 196 751 1 196 751
Other current assets
-
3 742 859 3 742 859
Cash and cash equivalents
-
655 834 655 834
-
5 595 444 5 595 444
2023
(NOK)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
-
116 358 732 116 358 732
Other current assets
-
171 967 171 967
Cash and cash equivalents
-
3 035 461 3 035 461
-
119 566 161 119 566 161
Financial liabilities
2024
(NOK)
Convertible
loan at FVPL
Liabilities at
amortized cost
Total
Trade payables and other payables
-
4 309 622 4 309 622
Convertible loan 1 000 000 -
1 000 000
1 000 000
4 309 622 5 309 622
2023
(NOK)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Trade payables and other payables
-
1 987 654 1 987 654
Convertible loan -
29 880 000 29 880 000
-
31 867 654 31 867 654
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Nordic Financials ASA Annual Report 2024 63
Note 12: Convertible loan
The former debt in Aega ASA (the divested company), of NOK 29,880,000, has been transferred to Aega AS in
consultation with the lenders, and Aega ASA was therefore debt-free after the dividend payment.
The transfer has been booked against a receivable to Aega AS. The remaining receivable to Aega AS is MNOK 3,7.
The parties agree that the receivable shall be settled as soon as Aega AS has the liquidity to settle the claim, and
within November 1, 2025. There is no reason to indicate any impairment on this receivable.
Note 13: Intragroup balances
The loan to Nordic Financials AS has been written down by NOK 12,236,564. The loan is considered to have a
face value of NOK 0,30 per share in Norsk Renewables AS held by Nordic Financials AS (NOK 0,30 per share was
the price Norsk Renewables AS raised capital and in addition the strike price for their last warrants program
towards their employees). Nordic Financials AS holds 3,989,170 shares in Norsk Renewables AS.
Note 14 Subsequent events
Change of Ticker at Euronext Expand Oslo Bors
The extra ordinary general meeting resolved to change the Company’s name and hence the trading ticker was
changed to NOFIN.
Change in management
As of January 31, 2025, Svend Egil Larsen was appointed Chief Investment Director in Nordic Financials ASA. Mr.
Larsen is expected to take seat as soon as the rights issue is conducted. Halldor Chr. Tjoflaat was appointed new
CEO with effect from June 1, 2025.
Rights issue
In April 2025, the Company conducted a rights issue. The successfully conducted rights issue increased the
capital with NOK 10,000,000. In addition, the convertible loan secured in December 2024 was converted in April
2025, this increased the capital with an additional NOK 2,360,000. The new capital after the rights issue and loan
conversion is NOK 12,597,920.83. The total number of shares is 1,259,791,983 resulting in basic and diluted
earnings per share of NOK 0.00.
(NOK) Balance 31.12.2024 Balance 31.12.2023
Aega Capital AS 0 4 519 425
Aega Management AS 0 7 988 784
Aega AS 0 86 820 248
Nordic Financials AS 1 196 751 13 433 315
Norita Invest S.r.l 0 2 585 315
Aega Mangement S.r.l 0 1 011 645
Net intragroup balance 1 196 751 116 358 732
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Nordic Financials ASA Annual Report 2024 64
Audit report
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Nordic Financials ASA Annual Report 2024 65
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Nordic Financials ASA Annual Report 2024 66
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Nordic Financials ASA Annual Report 2024 67
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Nordic Financials ASA Annual Report 2024 68
Nordic Financials ASA
Thunes vei 2
0274 Oslo, Norway
E-mail: nps@nofin.no
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