2023
ANNUAL REPORT
28 February 2024
ELECTRIC
Future
Magnora creates, develops, and invests in clean energy
companies that benefit from our combination of funding
and development support. We look across segments and
markets for early-stage opportunities and we aim to sell
when a project is ready to build.
Content
INTRODUCTION CEO and Chairman’s Statement 4
Key Portfolio Figures 5
Board of Directors’ Report 7
Board Of Directors’ Statement of Policy For Corporate Governance 22
Board Of Directors 27
Senior Management 28
ESG Sustainability 29
ALTERNATIVE PROFIT MEASURES 30
FINANCIALS Magnora Group Consolidated Statement of Profit or Loss 31
Magnora Group Consolidated Statement of Comprehensive Income 32
Magnora Group Consolidated Statement of Financial Position 33
Magnora Group Consolidated Statement of Changes in Equity 35
Magnora Group Consolidated Cash Flow Statement 36
Magnora Group Notes to the Consolidated Financial Statements 37
Magnora ASA Income Statement 72
Magnora ASA Balance Sheet 73
Magnora ASA Cash Flow Statement 75
Magnora ASA Notes to the Financial Statements 76
Independent Auditor's Report 90
Magnora Remuneration Report 2023 94
RESPONSIBILITY STATEMENT 105
4
M A G N O R A A S A | A N N U A L R E P O R T 2 0 2 3
CEO AND CHAIRMAN’S
Statement
Measures that Matter - 2023 was a
transformational year for Magnora
The year started with a NOK 77 million
legacy payment from Shell and large
handovers of projects in Sweden to
Solgrid and Nordic Solar.
The second quarter was all about
value creation with further growth in
our landbank and the sale of Evolar
AB to the global leader in solar
manufacturing, First Solar, based in
Tempe, Arizona. Less than three years
after making the initial 2.5 MNOK
seed investments, Magnora got an
exit value of NOK 314 million before
potential earn-out payments. The
sale of Evolar streamlined our
organisation further, making us an
even stronger developer of solar,
wind and battery storage projects.
Later in the second quarter,
Magnora raised its 2025 target for its
development portfolio further to
9.000 MW by 2025 and re-initiated
our capital distribution and share
buyback program. The same quarter,
Helios (Magnora owns 40%) closed
the books for 2022/23 with SEK 102.5
million in net profit. These results
materialised less than 2.5 years after
our initial investment.
The third quarter saw the first project
sale in South Africa, a 153 MW
battery project with the potential to
add PV. The project was acquired by
Globeleq, a leading African
independent power producer
owned by the Norwegian and British
governments. Furthermore, the Board
engaged a financial advisor to
streamline the company, maximise
value and further cement the
company’s standing as a pure-play
renewable energy developer facing
external interest for multiple parts of
the company and the company.
Fourth quarter continued with rapid
development of the company’s
landbank, handover of a project to
Solgrid by Helios and our second sale
of a 125 MW solar PV project to
Globeleq in South Africa. In addition,
Magnora announced a significant
redeployment agreement for our
legacy business.
Magnora’s offshore wind assets went
through a cycle. In January, the
Scotwind-Talisk operation received a
boost with indications of an early grid
connection, then the industry
suffered in the face of bad news
about industry costs. Finally, in
November, the UK offshore wind
industry got another boost with
excellent news about the
forthcoming “contracting for
difference” auctions where
electricity generated from floating
wind can achieve a price of 3.26
NOK/KWh as opposed to 0.66
NOK/KWh offered by the Norwegian
government for bottom fixed wind in
Sørlige Nordsjø II.
The year 2023 was fabulous for our
onshore renewables with progress on
a broad front. Magnora’s onshore
“land bank” more than doubled
from 3GW to 7GW. More projects are
matured to a point where we can
expect sales. Magnora beat its 195-
325 MW sales guiding and ended the
year selling 420MW with a particular
uptick in the second half of the year.
Two early sales in South Africa have
repaid most of our costs to date with
more good news expected in 2024.
The success of onshore renewables is
mainly driven by excellent teams, but
also by favorable and sustainable
market conditions. Demand for
green electricity remains high
(expect multiple decades of growth
for green electricity) and supply
remains constrained; the costs for
solar panels and batteries are in a
sustained decline causing a surge in
demand for ready-to-build assets.
Utilities, meanwhile, have realized
that early-stage development
involves considerable risk and
specialised skills, and a
corresponding price tag for projects
and portfolios.
Entering 2024 we are proud to
expect sales in multiple markets such
as Sweden, South Africa, UK, Finland
and potentially Norway. All this has
happened less than four years after
we started in 2020 with our strategy
note Electric Future with 50 MNOK in
cash and a team of four people. At
the end of 2023 the portfolio consists
of sixty people working out of five
countries, repeat customers and
partners, NOK 347.6 million in cash,
zero debt and low operating
expenses.
The future is bright
Torstein Sanness
Executive chairman
Erik Sneve
CEO
5
M A G N O R A A S A | A N N U A L R E P O R T 2 0 2 3
KEY
Portfolio
Figures
PORTFOLIO COMPANIES
Portfolio
Company
Ownership
%*
Technology
Location
Potential
capacity (MW)
in development*
40
Sweden/Finland
3 399
80
Scotland
396
100
South Africa
2 455
50
England
288
48
Norway
391
46
Sweden
250
Total
7 179
Total portfolio
7 766
* Figures are net to Magnora based on ownership rate as of balance sheet date.
** Projects sold to external investors with significant future revenue potential through milestone payments
6
M A G N O R A A S A | A N N U A L R E P O R T 2 0 2 3
1) Total capacity in MW x Magnora ownership share = Net share
2) Economic interest, as of 31 December 2023 own 46% with option to increase to 50%
PORTFOLIO BY TECHNOLOGY
MW, net share of project capacity
1
for projects under development, incl. sold
MARKET PRESENCE
MW, net share of project capacity
1
for projects under development, incl. sold
Market
Net share of project
capacity (MW)
Technology
Sweden
3 655 MW
Scotland
396 MW
England
288 MW
Norway
391 MW
South Africa
2 733 MW
Finland
303 MW
Total
7 766 MW
Market Cap*
MNOK 2 205
Share Price*
NOK 33.00
Total Shares
66 822 679
* As of market close 29 December 2023
5 413 MW
396 MW
250 MW
2
605 MW
1 102 MWh
7 766 MW
Solar
Offshore
Floating Wind
Offshore Wind
Bottom-Fixed
Onshore Wind
Storage
Total
7
M A G N O R A A S A | A N N U A L R E P O R T 2 0 2 3
BOARD OF
Directors’
Report
Magnora is a renewable project
development and investment
company with a portfolio of
companies in the Nordics, UK, Baltics,
and South Africa. The Group is a
public limited liability company
incorporated and domiciled in Oslo,
Norway, and listed on the main list on
Oslo Stock Exchange.
MAIN EVENTS IN 2023
Figures for 2022 are presented in
parentheses.
The following significant events
occurred during the year:
» On 12 May 2023, Magnora sold
all its holdings in Evolar to First
Solar, Inc. for approximately USD
29 million (NOK 314 million) and
additional milestone payments of
up to USD 24 million (NOK 256
million with 10.65 USD/NOK rate).
» On 21 June 2023, the annual
general meeting of Helios
approved SEK 60 million (NOK
59.9 million) in dividends to the
shareholders. Magnora holds 40
percent of the shares in Helios
and received approximately
NOK 24 million.
» On 12 July 2023, Magnora sold its
first project in South Africa to
Globeleq, one of the leading IPPs
in Africa owned by Norfund and
British International Investment.
The agreement provided for an
upfront payment and additional
payments subject to the project
reaching certain commercial
and technical milestones. The
project is a 153 MW battery
storage project with the potential
to add solar PV to make it a
hybrid project.
» On 26 July 2023, Helios divested
seven projects with combined
capacity of 252 MW to Hafslund.
This transaction is Helios’s seventh
and largest in terms of size and
value to date, and the price per
MW for the projects sold is in the
high end of Magnora’s price
guiding. Hafslund is a leading
European utility producing 21
TWh annually. Hafslund is also an
owner in Magnora ASA.
» Magnora continued buying back
its own shares and held 1,070,854
treasury shares at the balance
sheet date. The maximum
consideration set for shares
acquired under the buyback
program is NOK 45 per share and
NOK 50 million in aggregate.
» On 23 August and 2 November,
Magnora made a capital
distribution of NOK 0.187 per
share. Technically, Magnora
repays paid-in capital in excess
of the share’s par value, which
can offer a tax advantage for
some shareholders in certain
jurisdictions.
» On 28 August, Magnora issued a
press release regarding
evaluation of corporate structure
and the hiring of Pareto Securities
to assist in the process of
enhancing shareholder value.
The restructuring process has
progressed and is expected to
be implemented during the first
half of 2024.
» On 20 October, Magnora sold its
second project in South Africa to
Globeleq. The project is a solar
PV project in an area with several
potential industrial customers that
have expressed an interest in
private power purchase
agreements (PPAs). The project
was on 4 December expanded
from 90 to 125 MW, releasing
additional payment to Magnora.
» On 31 October, Magnora sold all
its shares in the Neptun Tromsø
project to a project partner. The
agreement provided for a cash
payment, yielding a profit on
invested capital for Magnora.
» On 16 November, Magnora
reached an agreement with NEO
Energy and Dana Petroleum for
redeployment of the Western Isles
FPSO to the Greater Buchan Area
(“GBA”) where start-up is
expected in 2026.
» Net cash generated from
disposals and other investment
activities was NOK 304.9 million
(negative NOK 125.3 million).
» Net profit was NOK 178.9 million
(NOK 3.9 million). The increase
was mainly driven by the disposal
of Evolar and two SPVs in South
Africa, coupled with positive
results from associated
companies in the Group.
8
M A G N O R A A S A | A N N U A L R E P O R T 2 0 2 3
SIGNIFICANT
EVENTS
SUBSEQUENT TO YEAR- END
On 17 January 2024, the Magnora
board of directors decided to move
the licensing contract with Dana into
a separate company organised
under Magnora Legacy Holding AS.
OUTLOOK
The Group continues to grow its
portfolio of renewable energy
companies and projects. New
markets and investments are
evaluated continuously. The fast-
moving market for utility-scale battery
storage projects is a particular interest
despite the profound variations and
fluctuations in this emerging field.
The original strategy of building a
robust portfolio across several
segments and geographical areas
has proven effective, as it reduces
political and country specific risks.
We see an increasing appetite for
our portfolio companies and projects
from leading energy companies and
infrastructure funds.
The board and management
recognize that Magnora’s various
segments involve unequal risks and
rewards. In the markets for onshore
renewables, speed and market
adjustment is of the essence. Offshore
renewables remain a political market
with emphasis on careful planning
and alliance building. Magnora’s
legacy business, meanwhile, provides
long-term, predictable income, and
the Group is in the process of
organising this in a separate
company. Various investors may have
an unequal appetite for each
constituent part of the Group. The
Group changed during the year with
a few exits, and heads into 2024 with
an organisational structure that
reflects its focus areas.
PORTFOLIO COMPANIES
Magnora provides capital,
management, and strategic support
to its portfolio companies to help
them develop and grow. We look for
companies with result-oriented and
humble teams, with high integrity
and a proven track record. Below is
an overview for each company or
investment group within the
Magnora Group.
www.evolarab.se
Helios
Greenfield developer of large-
scale solar PV projects in the
Nordics and Baltics
» 140+ ongoing projects with total
capacity of above 9 GW
» A history of success with very few
projects being shelved
» Sold projects with a total installed
capacity of more than 950 MW
» Growing revenue streams from an
expanding landbank and
subsequent technical management
services
» Strong risk management focus
OWNERSHIP
Magnora participated in a share
issue acquiring 25 percent of Helios
Nordic Energy AB (Helios) in February
2021 and increased its ownership to
40 percent in the third quarter of
2021.
Helios is a greenfield developer of
large-scale PV projects in the Nordics
and Baltics, headquartered in
Stockholm, Sweden. The company
has developed a project portfolio by
signing options for land leases in well
suited locations and subsequently
obtained grid connection
agreements and building permits to
install utility scale PV plants. The
company has land lease
agreements for 140+ projects with a
total installed capacity potential of
more than 9 GW.
During 2023, the company closed
transactions with Hafslund and
Nordic Solar, selling a total of 335 MW
at very satisfying rates. Out of 24 sold
projects, 5 have reached ready-to-
build status and handover to
customer completed. In total, 165
MW has been handed over to
customers so far.
Helios has maintained a high
throughput of projects having sold
more than 950MW to date with a
steady uptick of projects being
delivered to customers. Such
deliveries trigger revenue recognition.
Helios has an in-house business unit
tasked with constructing and
operating solar pv assets. On 25
October, at Kungsåra south of
Västerås, Sweden’s largest solar park
was connected to the grid
showcasing Helios’s ability to deliver
turnkey solutions.
In 2023, Helios established Sunbeam,
a subsidiary to handle projects below
10 MW, and a subsidiary in Finland.
Each has gone to market rapidly with
Sunbeam securing early sales and
Helios Nordic Energy Finland Oy
building a portfolio of projects the
surpassed 800 MW at the end of
2023.
More details are available on
Helios’s home page:
www.heliosnordic.com.
Magnora ASA
www.heliosnordic.com
40%
Magnora
South Africa
Magnora South Africa Projects
AS – Solar, wind and storage
project company
;
» Combined greenfield portfolio of
2,733 MW solar PV, onshore wind and
battery storage projects
» 278 MW of projects sold
» 100 percent ownership
OWNERSHIP
Magnora ASA
Magnora South Africa
Development AS – Renewable
development company; African
Green Ventures (AGV)
» Development arm in Magnora
South Africa. AGV project team of
eleven people in Cape Town
specialized in renewable project
development in the South African
market
» 100 percent ownership
OWNERSHIP
Magnora ASA
Magnora entered the South African
market in 2021 by acquiring 100
percent of the shares in a South
African company with an early-stage
development portfolio consisting of
approximately 450 MW wind power
and 400 MW solar PV. In 2022,
Magnora acquired African Green
Ventures (AGV), a renewable energy
development company located in
Cape Town, South Africa, focused on
origination and development of solar
PV, onshore wind and battery
storage projects.
During 2023, significant milestones
have been reached with the sale of
two projects to Globeleq, one of the
leading IPPs in Africa owned by
Norfund and British International
Investment (BII). A battery storage
project of 153 MW, and a solar PV
project of 125 MW, in total 278 MW.
The agreements provided for upfront
payments and additional payments
subject to the project reaching
certain commercial milestones,
resulting in a significant milestone
payment potential.
As of the end of 2023, the unsold
project portfolio under active
development has grown to 2,455
MW. The total portfolio including
order book is 2,733 MW.
The projects in the portfolio are in
different stages of development, with
the most mature having received
Environmental Authorization. The
strategy for commercialization of
these projects includes both the
public tender rounds (“REIPPP &
ESIPPP”) and potential C&I
(Commercial & Industrial) power
purchasing agreements (PPAs)
through direct connection or
wheeling arrangements.
The local team has been significantly
strengthened during 2023 to build a
robust organization for further
growth.
100%
100%
Kustvind
Shallow water offshore wind
project of 500 MW located in
southern Sweden
» 8 – 15 km from shore
» 25 – 30-meter water depth
» Wind speed 9.5 m/s at 170 m
» 500 MW, 2 TWh/y
» 25 – 33 WTGs to be installed
OWNERSHIP
Magnora ASA
*Option to increase ownership
to 50%
www.kustvind.se
Magnora had a 46 percent
ownership stake in Kustvind AB
(Kustvind) at the end of 2023 and has
an exclusive option to acquire up to
50 percent of the company.
Kustvind is a 500 MW shallow-water
offshore wind project located in an
area with attractive wind conditions
8 – 15 km off the southern coast of
Sweden. The project team is
decentralized, with project manager
and accountant located in
Trelleborg, Sweden. The wind farm
has the potential to produce 2 TWh
annually and can potentially provide
250,000 homes with electricity.
The project is close to relevant
infrastructure and in an area of
Sweden with very attractive
electricity prices both historically and
recently. Environmental impact
assessment was finalized during 2023
without any red flags.
Development work for the grid
connection route is also progressing
according to plan. There are several
ongoing inquiries initiated by the
Swedish government that could
improve the benefits for
municipalities hosting offshore wind
farms and impact the permitting
process for offshore wind in the
territorial sea of Sweden. Kustvind will
wait for these processes to progress
further before submitting the permit
application. In the meantime, the
project is maintaining the dialogue
with key stakeholders to look for
further improvements and is
completing the grid connection
works.
More details are available on the
project’s home page:
www.kustvind.se.
.
46%
Magnora
Offshore Wind
Offshore Wind development
company in collaboration with
TechnipFMC
» Developing 495 MW Offshore Wind
capacity in Scotland, project Talisk
(ScotWind, N3 area)
» Exploring new markets for
development of offshore wind
OWNERSHIP
Magnora ASA
Technip FMC
www.magnoraoffshorewind.com
Magnora established Magnora
Offshore Wind in partnership with
TechnipFMC, and the company
submitted its first applications for
licenses to develop offshore wind
farms in the ScotWind leasing round
in 2021.
In April 2022, Magnora Offshore Wind
signed an Option Lease Agreement
with the Crown Estate Scotland for
area N3. The planned development
will have a total capacity of 495 MW
which is estimated to produce 2.4
TWh per year. The Project is named
Talisk, and the project team is
decentralized with part of the team
in Oslo, Norway, and part of the
team at various locations in
Scotland.
Talisk is targeting consent in 2027, first
production in 2030 and commercial
operation in 2031. The project is
progressing according to plan and
will in early 2024 complete the two-
year bird and mammal survey
required for the Environmental
Impact Assessment. Further, a
metocean and LIDAR buoy
contractor has been secured and is
planned to be installed during the
spring of 2024.
In addition to the development of
project Talisk, Magnora Offshore
Wind has evaluated additional
upcoming leasing rounds for floating
offshore wind projects but have not
yet decided to participate.
The partnership with TechnipFMC has
already provided several synergies in
the ScotWind project. TechnipFMC
has over 4,500 employees in England,
Scotland, and Norway, with several of
the key resources available locally.
.
80%
20%
MAGNORA ASA | Q1 REPORT
2
022 14
Hafslund
Magnora Sol
Solar PV development company
established in Norway
» Ambition to develop 1,000 MW
» Option agreements for land lease
corresponding to a technical
capacity of 815 MW signed in 2023
» First permit applications on track for
2024
» Successful recruitment of CEO and
two project developers
OWNERSHIP
Magnora ASA
*Indirect ownership of 8% through
Helios’s 20% ownership
www.hafslundmagnorasol.no
Magnora has established Hafslund
Magnora Sol AS with Hafslund and
Helios to develop large-scale solar
farms in Norway. Magnora and
Hafslund own 40 percent each, and
Helios holds the remaining 20
percent.
The company aims to develop 1,000
MW of solar power in Norway and will
develop projects from the start and
until they are ready for construction.
The company is co-located with
Magnora ASA in Oslo, Norway.
Hafslund is one of Europe’s largest
and Norway’s second largest
producer of renewable power, and
wholly or partially owns more than 80
hydropower plants in Norway. The
company’s own power production is
approximately 18 TWh and in total
the group operates a production of
over 21 TWh. Hafslund has more than
100 years of experience in
hydropower, owns half of Norway’s
largest grid company, Elvia, and
invests heavily in heating, cooling,
carbon capture and offshore wind.
During 2023, Hafslund Magnora Sol
signed landowner agreements for
projects with a technical capacity of
more than 815 MW. Dialogue with
host municipalities and other
stakeholders was initiated to secure
local support for the developments.
Environmental surveys, permit
processes and work to secure grid
connections have also taken place.
The first permit applications are on
track to be submitted in 2024.
The company employed a CEO and
two project developers during the
year, who constitute a strong and
experienced development team in
cooperation with seconded
resources from the owners.
48%
Magnora UK
Solar PV
Storage and solar PV
development company
established in UK
» Ambition to develop 1,000 MW of
solar PV and battery storage with
local developer in the UK
» Active portfolio of 575 MW at
different stages of development
» First project expected ready for sale
in Q1 2024
OWNERSHIP
Magnora ASA
Magnora and its UK partner,
Gamcap, established Gamcap
Magnora Development Company
Ltd (GMDC) in Q4 2022. This vehicle
enabled Magnora to expand their
solar PV and BESS development
activities in the UK, working with this
well-established UK focused project
developer. The project team is in
London, UK.
The UK market continues to present
significant development
opportunities with political consensus
to attain Net Zero by 2050 and
reduce the UK’s reliance on
imported energy. The UK has set a
target of 70 GW of solar PV to be
achieved by 2035 and, with just 14.3
GW installed as of end of 2022, the
UK government has enacted a
policy to give impetus to more
renewables being connected to the
electricity grid. Installed BESS will be
at about 4GW by the end of 2023
with an estimated 24GW targeted by
2030 (Rystad Energy) and onshore
wind is now back on the UK energy
agenda.
With pressure in the UK on oil
companies and utilities to own and
generate renewable energy,
together with investment companies
seeking these assets, there is a
significant opportunity for GMDC to
continue developing and selling
projects in a market with restricted
supply due to continuing
consolidation of developers as large
investors seek to secure pipelines of
projects. GMDC has originated a
pipeline of 575 MW of solar PV and
BESS projects that are in various
stages of development towards
“ready to build”. GMDC’s pipeline is
attracting the attention of utilities
and corporates looking to secure a
supply of projects across the UK.
GMDC has formed strategic
relationships with best-in-class service
providers that deliver market
advantages on land identification
and grid connections, key to
originating new projects. Also, the
key to ensuring robust growth of the
pipeline is GMDC’s internal project
management and tracking system
that is supported by specialist project
managers. In addition, GMDC is
currently developing bespoke
software to give better intelligence
on grid capacity which will give
further impetus to their origination of
new projects and pipeline growth.
GMDC has secured all necessary
project rights for an 80MW/160 MWh
BESS project and is set to finalise the
permitting for a 60MW dc solar PV
plant with a co-located
20MW/40MWh BESS project in Q2
2024. The plan is to sell these projects
at “ready to build” stage, and the
first sale is expected in the first half of
2024. The company is owned 50/50
between the partners.
50%
OTHER ASSETS:
License & Royalty
Agreements for
Design Services
The Group sold its assets and intellectual
property rights to cylinder vessel design
to Sembcorp Marine Integrated Yard
Pte. Ltd. (SMIY) in 2018. Magnora
retained the rights to financial benefits
from two licensing agreements.
Dana – Western Isles
Magnora is entitled to a performance-
based license fee from Dana for the
lifetime of the vessel. The associated
license income for 2023 was NOK 10.3
million (NOK 13.5 million in 2022).
On 16 November 2023, Magnora
reached an agreement with NEO
Energy and Dana Petroleum for
redeployment of the Western Isles FPSO
to the Greater Buchan Area (“GBA”)
where start-up is expected in 2026. The
FPSO will prior to start-up have a period
at yard for adjustment of equipment
before moving to the Buchan field. This
process is expected to take 12-18
months and no revenues will be earned
from the FPSO during this period.
The agreement is still expected to
generate revenue for Magnora for two
more decades. As this is a valuable long
term asset, the Group is considering
various exit strategies to maximise value
through a sale.
Shell – Penguins
Magnora is entitled to license fees from
the use of a proprietary circular hull
design and received payment for the
first milestone of USD 2,625 million in Q1
2018, and t he second milestone of USD
7.5 million in Q1 2023.
The remaining license income of the
Penguins agreement is approximately
USD 8.5 million and subject to milestone
achievements when the vessel enters
active service and operates as
intended.
M A G N O R A A S A | A N N U A L R E P O R T 2 0 2 3
16
FINANCIALS
Figures for 2022 are presented in
parentheses.
The Group operates with two
segments: corporate and project.
Revenues and expenses from their
respective business activities are
tracked separately.
Magnora’s share of the financial results
from each portfolio company is
recognized in proportion to ownership
share in accordance with IFRS. For
subsidiaries, the full net profit/loss is
recognised as these companies are
consolidated into the Group’s
financial reports. The development
costs are in general expensed,
reflecting their early development
phase.
CORPORATE
The Corporate segment consists of the
corporate staff and represents the cost
base of the Group. All licensing
revenues from legacy oil and gas
contracts are managed and reported
as part of the corporate segment.
Operating revenue and other income
for the corporate segment was NOK
44.9 million (NOK 102.6 million) and
operating expenses NOK 31.5 million
(NOK 30.6 million). The decrease in
operating revenue is mainly due to the
Penguins revenue in 2022 lifting the
revenues in the corporate segment
that year. EBITDA was NOK 13.4 million
(NOK 72 million) for the corporate
segment.
PROJECT
The project segment consists of the
portfolio companies, projects, and all
related activities. Development and
M&A related expenses are assigned to
the project segment, excluding M&A
related expenses for acquisitions that
have not materialised. These expenses
are assigned to the corporate
segment.
There was NOK 249.3 million (NOK 0.3
million) from subsidiaries in operating
revenues and other income in the
project segment. The increase is
mainly due to the disposal of Evolar
and two SPVs in South Africa. Most
projects are early-phase and have
until now not generated revenues.
Operating expense was NOK 0.7
million (NOK 1.2 million), and
development and M&A expense was
NOK 94 million (NOK 60.6 million) in the
project segment. The increase in
development and M&A expense is
mainly due to higher ownership and
increased activity level in subsidiaries.
EBITDA was 154.6 million (negative
NOK 61.5 million) for the project
segment.
CONSOLIDATED
Operating revenues and other income
for the year ended at NOK 273.8
million, up from NOK 91.7 million last
year, mainly due to the gain from the
divestment of Evolar.
EBITDA ended at NOK 168
million (NOK 12.0 million). EBITDA
results have been positively affected
by disposal of investments as noted
above, although development and
M&A expense has increased
significantly due to higher activity
level in the subsidiaries than in
previous years. As the Group invests in
more companies and projects and
increases its ownership share in
existing investments, the Group’s share
in the negative financial results from
the investments will increase. This is
only accounting effects but does
affect the financial results of the
Group. The accumulated expenses for
each investment are expected to be
recovered when the companies are
sold.
Net profit for 2023 was NOK
178.9 million (NOK 3.9 million).
Earnings per share was NOK 2.88
(NOK 0.21).
Profit before tax was NOK 178.8 million
(NOK 12 million), mainly affected by
higher gains from divestments
as noted above.
The Group has accumulated tax losses
of over NOK 3.5 billion. Most of this is
not recognised due to uncertainty of
future tax positions.
CASH FLOW
As of 31 December 2023, cash
and cash equivalents amounted to
NOK 347.6 million (NOK 171.9
million). Net cash from operating
activities was 3.0 million. Net cash
from investment activities was NOK
304.9 million, and net
cash from financing activities was
negative NOK 132.2 million. The net
cash flow for the year was NOK 175.7
million. The positive cash flow was
mainly due to the disposal of Evolar,
Neptun, and South African SPVs, and
operating revenues from the Dana
contract.
FINANCING AND FINANCIAL
POSITION
As of year-end 2023, total assets
amounted to NOK 604.6 million (NOK
564.2 million) whereof cash and cash
equivalents amounted to NOK 347.6
million (NOK 171.9 million). Total equity
as of 31 December 2023 amounted to
NOK 552.4 million (NOK 431.8 million),
and the equity ratio was 91 percent
(77 percent).
The Group had NOK 0 million (NOK
76.3) in interest-bearing debt as of 31
December 2023.
SHARE BUYBACK AND DIVIDENDS
Distribution of quarterly dividends to
shareholders was approved at the
annual general meeting held on 25
April 2023.
Distribution of quarterly dividends in
form of repayment of capital to
shareholders was performed in August
and November 2023. Both payments
were based on an annual amount of
NOK 0.75 per share.
Magnora has approximately NOK
8.4 billion (NOK 159 per share) of paid-
in capital in excess of par value
available for distribution of equity back
to its shareholders.
On 16 January 2019, Magnora initiated
a share buyback program. The
buyback program is carried out by
market purchases in accordance with
the authorisation granted by the
extraordinary general meeting to the
Board of directors on 18 December
2018.
Buyback transactions are executed
according to the market price on the
Oslo Stock Exchange. Extension of the
share buyback program was
approved by shareholders at the
annual general meeting held on 25
April 2023. Magnora may at any time
M A G N O R A A S A | A N N U A L R E P O R T 2 0 2 3
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without further notice close or suspend
the program. The maximum number of
shares which may be purchased in
any one day is limited to 50 percent of
the average weighted daily volume of
Magnora shares traded in the 20
trading days preceding the day of
purchase. 1,048,988 Magnora shares
were purchased during 2023, and as
of the date of this report, Magnora
owns 1,070,854 shares or 1.6 percent of
total shares outstanding.
GOING CONCERN
In accordance with section 3-3(a) of
the Norwegian Accounting Act, the
Board confirms that the annual
accounts have been prepared on a
going concern assumption, which the
Board believes is appropriate based
on the company’s strategic plans and
financial prognosis.
MAGNORA ASA
Magnora ASA is the parent company
in the Magnora group and supplies
and performs services for the group’s
other companies. In 2023, Magnora
ASA delivered profit after tax of NOK
248.4 million (NOK 70.5 million). At year
end, Magnora ASA had assets totaling
NOK 692.5 million (NOK 565.2 million).
The equity ratio was 98% (85%).
ANNUAL RESULTS AND
YEAR- END APPROPRIATIONS
The Board proposes the following
appropriation of the annual profit of
NOK 248.4 million in the parent
company Magnora ASA:
» Transfer to other equity at end of
year Balance Sheet 31 December
2023: NOK 248.4 million
» Total appropriation: NOK 248.4
million
The Board of Directors has determined
that Magnora ASA had adequate
equity and liquidity at the end of 2023.
The Board of Directors proposes to
continue to pay an ordinary dividend
of NOK 0.75 per share based on the
2023 financial year results, and to be
distributed quarterly.
RISK AND
UNCERTAINTY FACTORS
Magnora is exposed to market risk,
electricity price risk, in-direct
equipment price risk, customer risk,
project risk, reservoir risk, credit risk,
currency risk, renewable license risk,
concession risk, interest rate risk,
inflation risk, liquidity risk, climate risks,
regulatory risks, and other indirect risks.
The Group’s overall risk management
programme focuses on the
uncertainty of financial markets and
seeks to minimise potential adverse
effects on its financial performance.
The Company selects its portfolio
projects and companies with
emphasis on diversification to mitigate
the various inherent risks in each
segment of the renewable energy
production industry. This does not
reduce the individual risks below but
makes the Group less vulnerable to the
effects of those risks.
The project development process for
renewable energy plants is also
exposed to risks. The process for
obtaining concession from relevant
authorities can vary in different
countries, but most countries have
required local acceptance, and in
some countries the local municipality
has veto rights. The public opinion and
local municipality veto rights can
affect the licensing decisions and has
in some countries caused changes to
the political process determining the
regulatory framework for obtaining
concession for building and operating
renewable energy plants. These
uncertainties can cause delays and
rejection of the concession
applications, and it can cause the
economics of the projects to be
worsened as the approved size of
turbines may not be sufficient for an
optimised wind park. There are also
risks related to military installations and
training areas in addition to wildlife
risks.
The profitability and viability of projects
can be influenced by outside factors,
such as the global transportation
constraints
during the past months,
and the war in Ukraine.
These types of events can have
various effects on project costs,
access to materials, transportation,
and other goods and services relying
on the same.
Market price of electricity can
influence the profitability and value of
Magnora’s investments. The price of
electricity is influenced by government
subsidies, supply and demand,
availability of alternative energy
sources (oil, coal, natural gas, nuclear
plants, etc.), development cost and
cost of equipment for power plants,
and efficiency improvements within
renewable energy plants (wind and
solar for Magnora). One significant
influencing factor in electricity prices is
the political developments pushing for
renewable energy to replace fossil
fuels and the shutting down of nuclear
plants.
Although Magnora’s remaining legacy
customers are two major companies
with a strong financial basis, as with
suppliers and customers in general,
there is a risk that unforeseen financial
difficulties on the counterparty’s side
may arise and cause material adverse
effects on the financial condition, cash
flows and/or prospects of Magnora.
The Group is also subject to currency,
field development and reservoir risk in
situations where our legacy design is
employed by customers in the oil and
gas industry. The company and its
group companies may sell projects
prior to ready to build status is
achieved, and there is a risk that
projects will never receive all permits
needed to be realised, which may
require a new project to be delivered
to the customer.
Competition is significant as
companies in other industries are trying
to benefit from the positive policy
support from governments
pushing for
improvements in CO
2 emissions.
Several
companies Magnora
competes with are parts of larger
groups, with better access to key
personnel and funding.
The Covid-19 or similar virus could
potentially affect the Group’s
operations and revenues for a short
period. For instance, the crew on
vessels involved in the use of our
legacy design could be dismissed due
to infection risk or similar, and
construction of solar and wind parks
can be affected of similar reasons.
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The global climate appears to be
changing, and the average
temperature is predicted to rise
globally, causing more extreme
weather conditions, and impacting
habitat. Governments are now
focusing on reaching a net zero world,
which is aligned with the Group’s
strategy of investing in renewable
energy projects and companies
developed in a sustainable way. The
Group has evaluated climate risk and
concluded that the overall effect on
the Group’s financial results is positive
as the value of assets increases due to
the increased demand for renewable
energy.
Regulatory risks can be changes in the
regulatory environment that have a
material adverse effect on Magnora’s
operations and financial
performance. There could be
changes in renewable energy policies,
tax policies, or the regulatory
environment that could affect the
industries the Group operates in.
Changes in the licensing regulations
can for instance cause delays in
development and construction of
projects.
The Group derives all its cash flow from
financial investments, two legacy
agreements and its subsidiaries and
associated companies. Negative cash
flow and lack of financial
performance from those companies
therefore affects the Group. The
exposure is limited to the Group’s
invested amount in those companies
and is closely linked to the companies’
ability to execute its strategy and
manage risk. Magnora is represented
on all boards of its subsidiaries and
associated companies and mitigates
risks through normal governance
processes.
Liquidity and access to capital is a risk
now that the Group is investing in more
capital-intensive projects. This is
managed through close dialogues
with financial institutions and a strict
timeline for cash flow that matches
future investment payments with
investment gains from farm-downs and
exits. As a mitigating measure, the
Group has replaced a shorter-term
overdraft facility with a NOK 100 million
loan facility with longer term and has a
total of NOK 150 million in loan facilities.
Loss of key personnel is a risk to the
Group as it operates with a staff of
highly specialised professionals that
may take time to replace if needed.
Mitigation of this risk is an ongoing
process of identifying outsourcing
alternatives and potential recruitment
to cover the resource needs of the
Group.
Sales of projects prior to the ready- to-
build phase and final payments are
typically closed when all permits, grid
connections and/or equipment and
long lead items are secured. The full
payment of a project sale might be at
risk depending on the exact contract
terms. Failure by the customer to pay
results in the project returning to the
Group. Lack of progress in a project
can lead to a project sale being
cancelled if we or a group company
are unable to replace it with an
alternative project.
The profitability and viability of projects
can be influenced by outside factors,
such as global transportation
constraints, conflicts and wars.
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Sustainability
At Magnora, our business is directly
linked with the green transition.
Every successful project provides
clean, renewable energy to
thousands of households. If we run
our business effective and efficient,
we can provide more projects in
shorter time for the numerous utilities
and independent power producers
that hope to add wind power, solar
pv and battery storage to the grids
in Europe and South Africa. We
draw great comfort and
considerable support from the fact
various governments support the
same ambitions. The EU aims for a
carbon neutral economy by 2050
and a 32% share for renewables in
2030.
The Magnora Group operates in the
Nordics, UK, and South Africa within
several renewable energy
segments. The Group focuses on
early phase development of
renewable production facilities, but
is also involved in the construction
and operation phase of some of the
plants it develops. As part of the
Groups Governance system,
Management and the Board
perform an annual risk assessment,
and the governance framework is
subsequently updated to support
the organization with processes and
controls.
Regulatory requirements for
corporate responsibility sets out
specific requirements for managing
the following risk areas:
» Working environment for
employees, including equal
opportunity and discrimination
» Human rights and working
conditions for people outside
the Group
» Corruption and trading in
influence
The above risks are discussed in the
annual risk assessments and
managed with processes and
controls in the policy framework of
the Group. The working
environment, equal opportunity and
non-discrimination is managed
through maintaining an inclusive
culture, as well as the annual
performance process and salary
review where the Board also is
involved. The Group aims to employ
an equal number of males and
females, and has six male and two
female employees in Magnora ASA
as of the balance sheet date.
At the balance sheet date, the risk
for breach of human rights and lack
of decent working conditions are
considered low, as it is limited to the
construction phase, where sub-
suppliers of the Group could be
forcing its employees or contractors
to perform work under forced
situations and for unfair low wages.
As set out in the Group’s Modern
Slavery Statement, processes are in
place for managing human rights
and labor conditions in the supply
chain. The approach is the same
across the Group and targets the
selection, qualification, and follow-
up of suppliers and partners invited
to invest or work with the Group.
At the balance sheet date, the risk
of corruption and trading in
influence is considered low, both
due to the limited exposure to those
risks and the processes
implemented to address those risks.
Most of the government-facing
activities are managed by
employees or legal counsels, all of
which have received ethics and
compliance training annually. The
supplier selection process also
screens new suppliers to identify red
flags before suppliers are engaged
by the Group.
More information about Magnora’s
sustainable development goals
can be found on page 29 of this
report and on the Group’s website:
www.magnoraasa.com
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CORPORATE
GOVERNANCE
The Group aims at maintaining sound
corporate governance routines that
provide the basis for long-term value
creation benefiting shareholders,
employees, other stakeholders and
society at large.
As a guiding basis for its conduct of
corporate governance, the Group
uses the national Norwegian Code of
Practice for Corporate Governance,
of 14 October 2021. The status of
corporate governance is addressed
on page 22 of this report.
THE BOARD OF DIRECTORS
Magnora had its annual general
meeting on 25 April 2023, and the
annual general meeting elected the
following members to the Board of
Directors: Torstein Sanness
(Chairperson, re-elected), John
Hamilton (Director, re-elected), Hilde
Ådland (Director, re-elected).
Presentations of the Directors are
available in a separate chapter in
this Annual Report and on the
Group’s website:
www.magnoraasa.com
CORPORATE SOCIAL
RESPONSIBILITY
HEALTH, SAFETY
AND ENVIRONMENT
Sound health, safety and
environment (HSE) principles
contribute to the success of the
Group and is regulated through the
HSSE Policy and HSSE Procedure. The
policy and procedure is implemented
through each managing director
introducing the documents to his or
her team, and through annual
compliance training. Due to the
limited size of each portfolio
company, implementation and follow
up the effectiveness of the process is
part of the daily interaction in each
portfolio company.
The Group has identified the following
risks related to health, safety, and
environment:
» The Group has a high activity
level compared with the number
of employees and there is a risk
of overloading the employees.
This risk is managed by closely
monitoring the situation, using
outside support, and hiring more
employees when sufficient work
for an additional employee is
reached.
» Employees occasionally travel to
locations with higher safety risk
than they are familiar with. All
transportation at locations with
higher safety risk is therefore
managed by the local Magnora
office or with assistance from
local partners.
» As the Group’s business model
currently is limited to developing
renewable projects during the
early phases and divesting
before the construction phase of
the plants is started, the Group
has not identified any activities
that may have negative
environmental impact. However,
there may be potential
environmental risks relevant to
the Group in the future. One
potential future risk is that
changes in regulatory
requirements could make it more
difficult or impossible to develop
some of the projects in the
Group’s portfolio. This could also
be an opportunity if changes to
regulatory requirements make it
easier or more cost-effective to
develop the projects.
» The Group is also exposed to
potential future reputational risks
related to the impact each plant
may have on the local
environment. If electric power
production plants developed by
the Group has a negative
environmental impact not
identified during the
environmental impact
assessment, this could cause
negative media coverage and
reputational damage to the
Group.
The Group has the following KPIs to
follow up these areas:
» Annual risk assessment involving
all employees, where all relevant
risks are discussed, and
governance framework
subsequently updated and
communicated internally and
externally.
» Annual ethics and compliance
training for all employees where
governance and significant risks
areas are included.
» Monthly management reports
with status update for operations
in each portfolio company and
its projects.
» Valuation models for each
portfolio company and its
projects, with milestone and risk
updates.
Sick leave was 0% (2022: 1.18%) for
the Group for the year. No serious
work incidents or accidents resulting
in personal injuries or damage to
materials or equipment occurred in
2023. There were no Lost Time
Incidents (LTI) during 2023.
The Board and management
continue to focus on equal
opportunities for men and women.
One of three Board members at
year-end was female. The Group
strives to ensure that there is no
discrimination due to gender,
ethnicity, national origin, descent,
race, religion or functional disability.
The Group has implemented an
equality and diversity policy and
includes this topic in the annual
ethics and compliance training for all
employees to meet the objective of
the Discrimination Act and of the
Anti-discrimination and Accessibility
Act. More importantly, the Group’s
intention of increasing diversity is
reflected in the hiring of new
personnel.
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ANTI-CORRUPTION
The Group has implemented a code
of conduct, anti-corruption policy,
and business ethics policy to
manage the risk of corruption in
Magnora and its subsidiaries. The
Group has limited exposure to
corruption risks, but has identified the
following two risks:
» Risk of kickbacks when selecting
suppliers. This risk is managed
through a rigid supplier
qualification process, where a
minimum of two people are
involved in the selection process
and the Group CFO is consulted
in the selection process.
» Risk of facilitation payment to
obtain a license, permit, or
concession. This risk is managed
through including more than one
person in the process and
through managing the process
without outside service providers
interacting with government
personnel involved in the
decision-making process.
The Group has the following KPIs to
follow up these areas:
» Annual risk assessment involving
all employees, where all relevant
risks are discussed,
and governance framework
subsequently updated.
» Annual ethics and compliance
training for all employees where
these specific risks are discussed
with illustrative cases.
HUMAN RIGHTS
The Group has implemented a
human rights policy and has
implemented processes in its due
diligence process for acquisitions
and partnerships, as well as in its
supplier management processes with
related tools and procedures. The
Group has limited exposure to
human rights related risks, but has
identified the following risks:
» Contractors or sub-contractors
of the Group could be forcing
its employees or contractors to
perform work in forced situations
with unsafe working conditions,
indecent living quarters, or
unfair low wages. For instance,
the Group requires to manage
the living quarters for personnel
working on construction sites
owned by the Group or
managed for a customer of the
Group. This was done at the
Kungsåra project.
The Group has the following KPIs to
follow up these areas:
» Site visits to suppliers identified
with potential exposure
» Annual risk assessment involving
all employees, where all relevant
risks are discussed, and
governance framework
subsequently updated.
» Annual ethics and compliance
training for all employees where
these specific risks are discussed
with illustrative cases.
THE NORWEGIAN
TRANSPARENCY ACT
The Group has implemented formal
guidelines, procedures, standards,
and routines for due diligence as
required by the OECD Guidelines for
Multinational Enterprises. Further
information about this is available on
the Group’s website:
www.magnoraasa.com
Oslo, Norway, 28 Fe br uary 2024
The Board of Directors of Magnora ASA
Torstein
Sanness
Chairman
Hilde
Ådland
Board member
John Hamilton
Board member
Erik
Sneve
CEO
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BOARD OF DIRECTORS’ STATEMENT OF POLICY FOR
Corporate Governance
CORPORATE GOVERNANCEIN
MAGNORA
As a listed company on the main
board of Oslo Stock Exchange (Oslo
Børs), the Group aims to conduct its
business in accordance with the
Norwegian Code of Practice for
Corporate Governance of 14 October
2021 (the “Code of Practice”). The
Company’s principles of corporate
governance are in addition to the
Code of Practice based on the
Continuing Obligations of stock
exchange listed companies from the
Oslo Børs and relevant Norwegian
background laws such as the
Norwegian Accounting Act and the
Norwegian Public Limited Liability
Companies Act. The Code of Practice
may be found at www. nues.no and
the Continuing Obligations of stock
exchange listed companies may be
found at
www. euronext.com/en/markets/oslo.
In addition to this foundation, the
Company has established a set of
principles (see www.magnoraasa.com)
aimed at ensuring openness, integrity,
and equal treatment of its
shareholders. By practicing good
corporate governance, appropriate
division of roles between shareholders,
the Board of Directors and Senior
Management will be secured, thereby
contributing to reduced business risk
and better shareholder value over
time.
The Group is committed to high ethical
standards in its business dealings to
ensure that the integrity of its
employees and the organisation is
maintained. Corporate social
responsibility for the Group is an
extension of the way the Group
conducts its business.
In accordance with section 3-3 b of the
Norwegian Accounting Act, the Group
shall in connection with its annual
financial statements provide a
statement on how the Group has
implemented the principles of, and
account for any deviations from, the
Code of Practice. Below is an outline
of the Group’s principles for corporate
governance, in accordance with the
categories listed in the Code of
Practice.
BUSINESS
The Group’s objective, as set out in
§ 3 of the Group’s articles of
association (the “Articles”), is “the
conduct of industry, trade and
business associated with energy, IT
and commodities, and sectors directly
or indirectly related to these, in
addition to investments in and
acquisitions of businesses, securities,
financial instruments and other assets,
and participating in other businesses,
directly or indirectly linked to these”.
The Board of Directors is of the opinion
that the business objectives laid down
in the Articles provide predictability
and direction for the Group’s business
strategy and the activities that it may
conduct, acquire, or initiate. The
Articles are available at the Group’s
website.
The Board of Directors has defined
clear objectives, strategies and risk
profiles for the Group’s business
activities
to create value for its
shareholders in a sustainable manner.
Financial, social and environmental
considerations are made when the
Board of Directors evaluates the
Group’s objectives, strategies and risk
profiles annually.
EQUITY AND DIVIDEND
The Group seeks to maintain a healthy
financial structure which is adjusted to its
business as well as the duration of its
contract portfolio. As of 31 December
2023, the Group had an equity share ratio
of 91 percent.
The Board of Directors continuously
reviews and ensures that the Group has a
capital structure that is appropriate to the
Group’s objectives, strategies, and risk
profile. The Board of Directors has
established and disclosed a dividend
policy, which is considered clear and
predictable.
Authorisations granted to the Board of
Directors to increase the Company’s
share capital will normally be restricted to
defined purposes and will in general be
limited in time to no later than the date of
the next Annual General Meeting. The
background to any proposal for the
Board of Directors to be given
authorisation to approve the distribution
of dividends is explained below.
At the annual general meeting held on
25 April 2023, shareholders approved
capital distribution to shareholders. The
Group made a capital distribution of NOK
0.187 per share on 23 August and 2
November 2023.
On 16 January 2019, Magnora initiated a
share buyback program. The buyback
program is carried out by market
purchases in accordance with the
authorisations granted by the general
meeting.
Buyback transactions are executed
according to the market price on the
Oslo Stock Exchange. Extension of the
share buyback program was approved
by shareholders at the annual general
meeting held on 21 May 2019, and again
at each annual general meeting since.
Magnora may at any time without further
notice close or suspend the program.
1,048,988 Magnora shares were
purchased during 2023, and as of the
date of this report, Magnora owns
1,070,854 shares or 1.6 percent of total
shares outstanding. Please also see
“equal treatment of shareholders” below.
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EQUAL TREATMENT OF
SHAREHOLDERS AND
TRANSACTIONS WITH CLOSE
ASSOCIATES
The Group has one class of shares only
and each share entitles the holder to
one vote at the Group’s annual
general meetings.
All shareholders shall be treated on an
equal basis unless there is a just cause
for treating them differently in
accordance with applicable laws
and regulations. In the event of an
increase in share capital of the
Company through issuance of new
shares, a decision to waive the existing
shareholders’ pre-emptive rights to
subscribe for shares shall be justified. If
the Board of Directors resolves to
issue new shares and waive the pre-
emptive rights of existing shareholders
pursuant to a Board authorisation
granted by the general meeting, the
justification shall be publicly disclosed
in a stock exchange announcement
issued in connection with the shares
issue. The reasons for any deviation
from equal treatment of all
shareholders in capital transactions will
be included in the stock exchange
announcement made in connection
with the transaction.
Any transactions carried out by the
Company in the Company’s own
shares shall be carried out through
Oslo Børs and in any case at prevailing
stock exchange prices. If there is
limited liquidity in the Company’s
shares, the Company shall consider
other ways to ensure equal treatment
of shareholders.
Any transactions in own shares will be
evaluated in relation to the rules on the
duty of disclosure, as well as in relation
to the prohibition against illegal insider
trading and market manipulation, the
requirement for equal treatment of all
shareholders, and the prohibition of
unreasonable business methods.
TRANSACTION WITH CLOSE
ASSOCIATES
Transactions with close associates shall
be on arm’s-length basis and always in
compliance with the Norwegian Public
Limited Liability Companies Act. The
Board of Directors will arrange for a
valuation to be obtained from an
independent third party unless the
transaction, agreement or
arrangement in question is immaterial
or covered by the provisions of section
3-16 of the Norwegian Public Limited
Liability Companies Act.
The Group may engage in business
activities with or in cooperation with its
shareholders. Such activities shall be
handled at the board level, with a view
of securing a foreseeable and
consistent practice which prevents
potential conflict of interest situations,
arm’s- length treatment, and sound
governance.
Directors, the CEO, and members of
Senior Management shall notify the
Board of Directors in advance if they
have a significant interest in any
agreement which may or is to be
entered into by the Group.
For more information about
transactions with related parties,
please refer to note 23 of the
consolidated financial statements of
this report.
FREELY NEGOTIABLE SHARES
The Group’s shares are listed on Oslo
Børs and are freely negotiable. There
are no restrictions on transferability of
shares pursuant to the Articles.
GENERAL MEETINGS
The annual general meeting is the
Group’s supreme corporate body. The
Articles and the Norwegian Public
Limited Liability Companies Act set out
the authority and mandate of the
annual general meeting.
Among other things, the annual
general meeting approves the
Group’s annual financial statements,
elects the Directors and the auditor,
and functions as a forum for
presentation and discussion of other
issues of general interest to
shareholders. The calling notice for the
annual general meeting will ensure
that the resolutions and supporting
information distributed are sufficiently
detailed, comprehensive, and specific
to allow shareholders to form a view
on all matters to be considered at the
meeting.
All shareholders of the Group have the
right to attend the annual general
meetings. Shareholders will normally be
able to vote on each individual
matter, including each individual
candidate nominated for election to
the Board of Directors, the Nomination
Committee and any other corporate
bodies to which members are elected
by the general meeting.
The Board of Directors ensures that the
members of the Board of Directors and
the chairperson of the Nomination
Committee attend the annual general
meeting. Further, the Board of
Directors ensures that the annual
general meeting can elect an
independent chairperson for the
general meeting. The date of the
annual general meeting is published in
the Group’s financial calendar for the
year, which is also posted on the
Group’s website. Notice of annual
general meetings, including
documentation relating to the items
on the agenda and the
recommendation of the Group’s
nomination committee, is in
accordance with the Articles
published at the Group’s website no
later than 21 days before the annual
general meeting is to be held.
Individual shareholders are entitled to
have the documents sent to them free
of charge, upon request to the Group.
The annual general meetings of the
Group may be held in Oslo or Bærum,
Norway.
Attendance forms for the annual
general meeting may be sent to the
Group up to the day before such
annual general meeting to enable as
many shareholders as possible to
attend. Shareholders who are unable
to attend in person may attend by
proxy, and the Group provides the
shareholders with proxy forms which
enable the relevant shareholder to
instruct its representative on each
individual item on the agenda.
The shareholders may decide
between granting proxy to a
representative of their own choice, or
to the Chairperson of the Board. The
minutes from the annual general
meeting are published on the Group’s
website as soon as possible following
the annual general meeting.
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NOMINATION
COMMITTEE
The Nomination Committee is elected
by the general meeting and currently
consists of three members.
The Nomination Committee works
under the mandate and authority of
the annual general meeting, prepares,
and recommends candidates for the
annual general meeting’s election of
members of the Board of Directors and
members of the Nomination
Committee.
The Nomination Committee is
encouraged to have contact with
shareholders, the Board of Directors
and the Company’s executive team
as part of its work proposing
candidates for election to the Board
of Directors. Its recommendations will
normally be explained. It also proposes
remuneration to the Directors.
The Nomination Committee is
governed by a provision in the
Articles and Guidelines for the
Nomination Committee adopted by
the annual general meeting.
The annual general meeting has
guidelines for the duties of the
Nomination Committee, which
includes election of the chairperson
and members, and remuneration of
the members of the Nomination
Committee. Information regarding the
composition of the Nomination
Committee, which members are up for
election and how input and proposals
can be submitted to the Nomination
Committee is posted on the Group’s
website prior to the annual general
meeting.
CORPORATE ASSEMBLY AND
BOARD OF DIRECTORS
As of the date hereof, the Group is not
required to and does not have a
Corporate Assembly.
The Board of Directors is composed in a
way that meets the Group’s need for
expertise, capacity, and diversity, and
with the aim of ensuring that the Board
of Directors can attend to the
common interests of all shareholders
and operate independently of any
special interests and function
effectively as a collegial body. The
principles for diversification of the
board is set out in the Group’s equality
and diversity policy. The Group has not
made any changes to its board since
2019. The main goals of the Group for
equality and diversity are to develop a
diverse team based on gender and
cultural background at all levels of the
Group and ensure that employees at
the same experience and position
level receive equal remuneration.
These goals are achieved through the
recruitment processes and the annual
performance review with pay
adjustments where the board
approves the final pay adjustments for
the corporate team.
The Board of Directors shall pursuant to
the Articles consist of three to seven
members. All members shall be
elected by the annual general
meeting. The Chairperson is elected
by the annual general meeting. The
Board of Directors currently consists of
three members: Torstein Sanness
(Chairperson), John Hamilton and
Hilde Ådland. Presentations of the
Directors are available in a separate
chapter in this Annual Report and on
the Group’s website. Members of the
Board of Directors serve for a two-year
period, or such shorter period as
decided by the General Meeting, but
directors may be re-elected.
The directors are deemed to be
independent of the Group’s main
shareholders and material business
contacts. At least two of the
shareholder-elected members of the
Board of Directors shall be
independent of the Company’s main
shareholder(s). The Board of Directors
does not include members of the
executive team.
The members of the Board of Directors
are encouraged to own shares in the
Company. Information on the
Directors’ shareholdings in the Group,
their expertise and information
regarding board meeting attendance
is detailed in note 18 of the
Consolidated Financial Statements. In
addition, the Consolidated Financial
Statement identifies which members
are considered independent.
THE WORK OF THE BOARD OF
DIRECTORS
The Board of Directors is ultimately
responsible for administering the
Group’s affairs and ensuring the
Group’s operations are organised in a
satisfactory manner.
Moreover, the Board of Directors is
responsible for establishing supervisory
systems and for overseeing that the
business is run in accordance with the
Group’s core values and ethical
guidelines.
The Board of Directors prepares an
annual plan for its work, with emphasis
on objectives, strategies, and
implementation. Furthermore, the
Board of Directors approves the
budget for the Group.
The Group maintains a directors and
officers liability insurance policy (D&O)
for a maximum liability of USD 10
million.
The Board of Directors meets a
minimum of six times a year and more
frequently if required. The Board of
Directors held 12 board meetings in
2023, of which 4 were physical board
meetings and the rest were held
online. The average participation level
was 100%. To ensure a more
independent consideration of matters
of a material character in which the
Chairman of the Board of Directors is,
or has been, personally involved, such
matters will be chaired by some other
member of the Board of Directors.
The Board of Directors will consider
appointing a Remuneration Committee
to ensure thorough and independent
preparation of matters relating to
compensation paid to the executive
team. Membership of such committee
will be restricted to members of the
Board who are independent of the
Company’s executive team. The
Board of Directors evaluates its
performance and expertise annually.
AUDIT COMMITTEE
The Board of Directors established an
Audit Committee in 2010, which acts as
a preparatory and advisory working
committee regarding the financials of
the Group. The Audit Committee
further assists the Board of Directors in
various matters relating to the Group’s
financial statements, financial
reporting processes and internal
controls, and the qualifications,
independence, and performance of
the external auditor. The members of
the Audit Committee receive
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25
additional remuneration for duties
relating to the committee
responsibilities, such remuneration
being subject to approval by the
annual general meeting. Currently, the
members of the audit committee are
Torstein Sanness and John Hamilton.
RISK MANAGEMENT AND
INTERNAL CONTROL
The Board of Directors ensures that the
Group has sound internal control
functions and appropriate systems for
risk management tailored to the
extent and nature of its operations and
in accordance with the Group’s core
values, ethical guidelines and social
responsibility policy. A review of the
Group’s most important risk areas and
its internal control functions is
conducted by the Board of Directors
on an annual basis.
The Group is exposed to a variety of
risks, including market risks, currency
risks, financial risks, and operational
risks. The Group’s overall risk
management programme seeks to
minimise the potential adverse effects
on the Group’s financial performance
likely to be caused by its exposure to
such risk factors, including but not
limited to the use of derivative
financial instruments and
development of sound health, safety,
and environment (HSE) principles as
well as prudent monitoring of activities.
The Group prepares and publishes
quarterly and annual financial
statements. The Group’s consolidated
financial statements are prepared in
accordance with IFRS and IFRIC
interpretations as adopted by the EU.
REMUNERATION OF THE
BOARD OF DIRECTORS
The remuneration of the members of
the Board of Directors reflects the
Board’s responsibilities, expertise, time
commitment and the complexity of
the Company’s activities. The
remuneration is determined on a yearly
basis by the annual general meeting.
The Directors are also reimbursed for
travelling, hotel and other expenses
incurred by them in attending board
meetings or in connection with the
business of the Group.
Remuneration of the Board of
Directors, as proposed by the
Nomination Committee and approved
by the annual general meeting, is not
linked to the Group’s performance. In
accordance with approval by the
Annual General Meeting of 25 April
2023, the Board of Magnora issued
375,000 options during 2023 to provide
long-term incentives to the Board and
the Management team.
The details regarding these awards are
described in note 13 to the Group’s
consolidated financial statements.
Members of the Board of Directors
and/or companies with which they are
associated will normally not take on
specific assignments for the Group in
addition to their appointment as a
member of the Board of Directors. If
they nonetheless do take on such
assignments, this must be disclosed to
the full Board of Directors. The
remuneration for such additional
duties shall be approved by the Board
of Directors. Details of the
remuneration to the Board of Directors
are disclosed in note 18 to the Group’s
consolidated financial statements,
included in the 2023 Annual Report.
Any remuneration in addition to
normal director’s fee is also specifically
identified in the annual report.
REMUNERATION OF THE SENIOR
MANAGEMENT
The Board of Directors has established
guidelines for the remuneration of the
members of Senior Management.
These guidelines are presented to and
approved by the annual general
meeting and are described in the
“Magnora Remuneration Report 2023”
which is disclosed on page 94 of the
2023 Annual Report.
The guidelines on salary and other
remuneration for the Senior
Management are clear and easily
understandable and they contribute
to the Group’s commercial strategy,
long-term interests and financial
viability.
The
Group’s
arrangements
in
respect
of
salary
and
other
remuneration shall help ensure the
Senior Management and shareholders
have convergent interests and are
simple. The performance-related
remuneration to executive personnel is
subject to an absolute limit.
INFORMATION AND
COMMUNICATION
The Board of Directors has established
guidelines for the Group’s reporting of
financial and other information based
on openness and consider the
requirements for equal treatment of
all participants in the securities market.
To ensure equal treatment of its
shareholders, an important objective
for the Group is to make sure the
securities market is in possession of
correct, clear and timely information
about the Group’s operations and
condition at all times. This is essential
for efficient pricing of the Group’s
shares and for the market’s
confidence in the Group. Initiatives
taken to meet this equal treatment
objective include timely and
comprehensive reporting of the
Group’s interim results and publication
of the annual and quarterly financial
reports. In addition, information of
significance for assessing the Group’s
underlying value and prospects is
reported through Oslo Børs and are
made available on the Group’s
website. Further details, such as
contact details and general updates
and news about the Group, are
available on the Group’s website.
The Group’s CEO is responsible for
investor relations and the Group seeks
to provide relevant and updated
information to its shareholders, Oslo
Børs, analysts and investors in general.
The Group seeks to clearly
communicate its long-term potential,
including its strategy, value drivers
and risk factors. The Board of Directors
has further established guidelines for
the Company’s contact with
shareholders beyond the scope of
General Meetings.
The Group’s financial calendar is
available on the Group’s website.
Updated shareholder information is
also published on the website
TAKEOVERS
The Board of Directors will handle any
possible takeover in accordance with
Norwegian corporate law and its
fiduciary duties. Neither the Articles of
Association nor any underlying steering
document prevent or limit the
opportunity for investors to acquire
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26
shares in the Group, nor do they
impose restrictions relative to takeover
attempts or authorise measures to be
taken by the Board of Directors to
interfere.
The Board of Directors will not seek to
hinder or obstruct an offer for the
Group’s activities or shares unless there
are reasons for this. In case of a
takeover situation the Board will act in
accordance with the provisions of the
Norwegian Securities Trading Act and
the Code, to ensure that the best
interests of the Company and its
shareholders are safeguarded.
AUDITOR
Deloitte AS was elected external
auditor in 2023. The auditor participates
regularly in meetings with the Audit
Committee throughout the year. In
addition, the Board of Directors meets
with the auditor, without any member
of the Group being present, at least
once a year to discuss the annual
accounts.
The Board of Directors makes sure the
auditor submits the main features of
the audit plan to the Audit Committee
annually. The auditor presents at least
annually a review of the Group’s
internal control procedures, including
identifying weaknesses and proposals
for improvement to the Board of
Directors.
In connection with the issue of the
auditor’s report, the auditor provides
the Board of Directors with a
declaration of independence and
objectivity, and the auditor
participates in the board meeting in
which the annual financial statements
are approved. The proposal for
approval of the remuneration of the
auditor provides a breakdown of
remuneration relating to statutory
audit tasks and other assignments and
is reported to the annual general
meeting.
At meetings where the annual
accounts are dealt with, the auditor
shall report on any material changes in
the Group’s accounting principles
and key aspects of the audit,
comment on any material estimated
accounting figures and report all
material matters on which there has
been disagreement between the
auditor and the executive
management of the Company.
The Board of Directors has established
guidelines in respect of the use of the
auditor by the Company’s executive
management for services other than
the audit.
Oslo, Norway, 28 F e b r u a r y 2024
The Board of Directors of Magnora ASA
Torstein
Sanness
Chairman
Hilde
Ådland
Board member
John Hamilton
Board member
Erik
Sneve
CEO
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Torstein Sanness Hilde Ådland John Hamilton
BOARD OF
Directors
EXECUTIVE CHAIRMAN
Mr. Sanness is a Norwegian citizen
residing in Norway, with extensive
experience and technical expertise
in the oil and gas industry. Mr. Sanness
served as managing director of
Lundin Petroleum Norway from 2004
to April 2015, whereafter he was
elected Chairman of the same
company until March 2017 when he
moved to the board of International
Petroleum Corp., another Lundin
Group company.
Under his leadership Lundin Norway
turned into one of the most successful
players on the Norwegian
Continental Shelf and added net
discovered resources of close to a
billion boe to its portfolio. Before
joining Lundin Norway, Mr. Sanness
was Managing Director of Det Norske
Oljeselskap AS.
From 1975 to 2000, Mr. Sanness was at
Saga Petroleum where he held
executive positions in Norway, and
the US, including responsibility for
Saga’s international operations and
entry into Libya, Angola, Namibia,
and Indonesia.
Mr. Sanness is a graduate of the
Norwegian Institute of Technology in
Trondheim where he obtained a
master’s degree in engineering
(geology, geophysics, and mining
engineering).
Mr. Sanness also serves as a board
member for Aquila Holdings ASA,
and Panoro Energy ASA.
BOARD MEMBER
Mrs. Ådland holds a bachelor’s
degree in chemical engineering and
a master’s in Process Engineering has
extensive experience from various
technical, operational, and
leadership positions onshore and
offshore in Kværner, Statoil and
Gas de France/GDF Suez/
Engie/Neptune.
Mrs. Ådland is currently working in
Vår Energi as Vice President of
Norwegian Sea Area. In addition, Mrs.
Ådland serves as the chairman of
the board of NOFO (the
Norwegian Clean Seas Association
for Operating Companies).
Mrs. Ådland has previously served
as board member of Panoro Energy
ASA and as Chair of the Operation
Committee in Norwegian Oil and
Gas (Now Offshore Norge).
BOARD MEMBER
Mr. Hamilton has considerable
experience from various positions in
the international oil and gas
industry. Most recently, John was
Chief Executive Officer of UK AIM
listed President Energy PLC, a Latin
American focused exploration
company, which opened a new
onshore basin in Paraguay.
Before joining President, John was
Managing Director of Levine Capital
Management, an oil and gas
investment fund. He was also Chief
Financial Officer of UK FTSE 250 listed
Imperial Energy PLC, until its sale for
over US$ 2 billion in 2008.
John spent 15 years with ABN
AMRO Bank in Europe, Africa, and
the Middle East. Most of his time with
ABN AMRO was spent in the energy
group, with a principal focus on
financing upstream oil and gas.
John has a BA from Hamilton
College in New York, and an MBA
from the Rotterdam School of
Management and New York
University. Today, John holds the
position as CEO of Panoro Energy
ASA.
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Erik Sneve | CEO
Bård Olsen | CFO
SENIOR
Management
Mr. Sneve has considerable experience from various positions in the in the investment industry and renewable industry
in Norway and abroad. Mr. Sneve has worked 25 years with investments and operationally in the VC industry,
renewable industrial and in a family office in various positions and support services.
His experience from working as an analyst, consultant, COO and investment director is from EY, DnB Markets, Energy
Future Invest (EFI – a Statkraft, Hafslund and Eidsiva Energi joint-venture) and for Fram. He has worked internationally in
the US, Sweden, Germany and opened offices in the UK and Sri Lanka. He was also responsible for the Solibro AB (a
Swedish solar technology company) development and sale to Q-cells AG, a Euro 84 million exit as an Investment
Director in EFI.
Mr. Sneve has also worked as a COO in an early-stage 3D software company building an international organisation
working within the mobile telephony and health care industries. Mr. Sneve holds a B.Sc. in finance from Arizona State
University with Summa Cum Laude (Dean’s List).
Bård Olsen has several years of experience from various controller positions in the US. He has also worked as an external
auditor at Henry & Horne, and internal auditor and responsible for regional SOX compliance at the NYSE listed
dealership group Auto Nation.
Mr. Olsen has also worked at EY in a risk and internal control advisory role for banks and financial institutions in Oslo,
Norway. Before joining Magnora, Mr. Olsen was Vice President of Global Compliance at MHWirth, a drilling equipment
company within the Aker Group, and held various positions within the group during the nine years there, including
Head of Internal Audit at Aker Solutions corporate. Mr. Olsen holds a B.Sc. in Finance and an MBA from Arizona State
University.
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Sustainability
Magnora’s core business is to facilitate
renewable energy. We create value
by helping de-risk and speed up
renewable energy solutions, such as
wind -and solar power. Our strategy is
to develop projects from early phase
greenfield to ready-to-build. Our
contribution is through developing
renewable energy projects through the
early stages to de-risk the projects and
get all necessary permits and licenses
in place as efficiently as possible. This
allows larger and established energy
companies to move swiftly into
renewables and quickly enter
construction phase.
We are fortunate to have a core
business with a direct and positive
impact on some essential sustainable
development goals (SDGs). Our team
is focused on growing our portfolio
and managing our resources through
channeling funds to projects
generating more megawatts for
customers needing green energy.
Avoiding bottlenecks and finding
locations without serious environmental
impact is also key. We do this because
it is profitable, but also because it has
a material and positive impact on our
environment.
Our team brings decades of
experience with proven operating and
project execution models, leveraged
as we support our portfolio companies
building a presence within the wind
and solar power industries. We strive to
educate a wide network of partners
making our model useful in various
geographical markets.
We operate in countries and
environments where focus on ethical
business is essential. The risk of fraud
and unethical practices are higher in
some jurisdictions. We mitigate such
practices through risk assessments,
standards, extensive due diligence
work, and a strong commitment to
local stakeholders of our projects. It is
critical for the long-term value of all
projects that trust and mutual benefits
are built with landowners, local and
national authorities, local communities
and NGOs.
Magnora supports the UN Sustainable
Development Goals (SDGs) and has
identified three goals where we can
make a difference:
SDG 7
Ensure access to affordable, reliable,
sustainable and modern energy for all.
According to the UN, an estimated 789
million people lacked electricity in
2018. Solutions for generating more
electricity is viewed as important for
developing better living conditions
and better opportunities for a large
group of people. Moreover, the need
for renewable energy is of course
important to lower global emissions.
SDG 9
Build resilient infrastructure, promote
inclusive and sustainable
industrialization, and foster innovation.
Building new infrastructure for
generation of renewable energy will
enable existing industry to become
more sustainable by replacing fossil
and nuclear energy sources with
renewable energy. Some of our power
generation facilities are likely to be
located closer to the end consumer,
which will increase efficiency as less
energy is lost in transmission.
SDG 13
Take urgent action to combat climate
change and its impacts.
By investing in renewable energy
solutions that support the drop in
global emissions, Magnora makes a
positive contribution to combat
climate change.
Magnora has developed a
governance framework to ensure our
expectations to our stakeholders are
communicated clearly through all
relevant channels. Implementation of
our governance framework includes
training for our board and employees,
as well as implementation of specific
guidance and tools. We hire people
based on our assessment of their
experience and attitude to ensure
they will promote our values and safety
mechanisms that ensures the well-
being of our employees, partners, and
contractors.
Although challenging with a small
team and specialist-focused hiring, we
are actively pursuing gender diversity
when hiring and promoting, and we
have a zero tolerance for any form of
discrimination. Our whistleblowing
channel is established to ensure
employees, partners, and contractors
can report their concerns if violation of
our code of conduct is suspected.
Although our current environmental
impact is primarily through our
investment choices, we believe our
values will have long- term effects on
the projects we build and invest in
throughout their lifecycles.
Magnora’s web pages includes a
section on sustainability that
specifically cover questions asked by
investors that aim to assess Magnora’s
business from environmental, social
and governance (ESG) perspectives.
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ALTERNATIVE
Performance
Measures
The European Securities and Markets Authority (ESMA) issued guidelines on Alternative Performance Measures
(“APMs”) that came into force on 3 July 2016. Magnora has defined and explained the purpose of the following APMs:
EBITDA
EBITDA, as defined by Magnora, includes total operating revenue, and excludes profit/loss from associated
companies, depreciation, amortization, and impairment loss.
NOK million
2023
2022
Operations
Total operating revenue and other income
273.8
91.7
Employee benefit expense
-44.4
-32.1
Other operating expense
-61.4
-47.5
EBITDA
168.0
12.0
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MAGNORA GROUP CONSOLIDATED STATEMENT OF
Profit or Loss
Profit attributable to:
Note
2023
2022
Net profit/(loss) attributable to equity holders
192.5
12.5
Net profit/(loss) attributable to non-controlling interests
-13.6
-8.6
Earnings per share for profit/(loss) attributable to the equity holders of the Company during the year (NOK
per share):
Basic
20
2.88
0.21
Diluted
20
2.86
0.21
NOK million
Note
2023
2022
Operating revenue 24
24.6
91.1
Other income 31
249.2
0.6
Total income
273.8
91.7
Depreciation and amortization 6, 25, 29
-1.9
-1.6
Employee benefit expense 18
-44.4
-32.1
Profit/loss from associated companies 7
10.5
-3.9
Other operating expense 26
-61.4
-47.4
Total operating expense
-97.2
-85.0
Operating profit/(loss)
176.6
6.7
Financial income 19
15.3
8.1
Financial expense 19
-13.5
-10.2
Foreign exchange gain/(loss)
0.4
7.4
Net financial profit/(loss)
2.2
5.3
Profit/(loss) before tax
178.8
12.0
Tax income/(expense) 15
0.1
-8.1
Annual net profit/(loss)
178.9
3.9
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MAGNORA GROUP CONSOLIDATED STATEMENT OF
Comprehensive
Income
NOK million 2023 2022
Net profit/(loss)
178.9
3.9
Foreign currency translation to be classified to profit or loss in
subsequent period
11.3
1.9
Total comprehensive income
190.2
5.8
Total comprehensive income attributable to equity holders
202.3
13.5
Total comprehensive income attributable to non-controlling
interest
-12.1
-7.7
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MAGNORA GROUP CONSOLIDATED STATEMENT OF
Financial Position
NOK million Note 31.12.2023 31.12.2022
Non-current assets
Goodwill
29
8.4
34.1
Deferred tax assets
15
15.1
15.1
Fixed assets
6
0.3
15.3
Intangible assets
29
135.2
170.9
Right-of-use assets
25
1.1
9.0
Investment in associated companies
7
41.3
26.4
Loan to associates
7
19.5
6.3
Other non-current assets
3.4
0.0
Total non-current assets
224.3
277.1
Current assets
Trade and other receivables
10
7.3
91.5
Other current financial assets
28,8
25.4
23.7
Cash and cash equivalents
8,9,11
347.6
171.9
Total current assets
380.3
287.1
Total assets
604.6
564.2
Capital and reserves attributable to equity holders of the Company
Share capital 12
32.7
32.7
Treasury shares
-0.5
-0.0
Other reserves
8.6
-1.3
Other equity
497.5
354.1
Total shareholder equity 538.3 385.5
Non-controlling interest
14.0
46.3
Total Equity 552.3 431.8
Non-current liabilities
Deferred income tax liabilities
15
0.4
4.9
Other non-current liabilities
25
0.9
5.2
Total non-current liabilities
1.3
10.1
Current liabilities
Trade payables
6.3
6.2
Overdraft facility
8
0.0
76.3
Provisions
17
4.0
0.6
Other current liabilities
14, 25
40.7
39.1
Total current liabilities
51.0
122.3
Total liabilities
52.3
132.4
Total equity and liabilities
604.6
564.2
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Oslo, Norway, 28 Fe br uary 2024
The Board of Directors of Magnora ASA
Torstein
Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik
Sneve
CEO
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MAGNORA GROUP CONSOLIDATED STATEMENT OF
Changes in Equity
NOK million
Share
capital
Treasury
Shares
Other
equity
Currency
transl.
reserve
Non-
controlling
interest
Total
equity
Equity as of 1 January 2023
32.7
-0.0
354.1
-1.3
46.3
431.8
Total comprehensive income for the
period
192.5
9.9
-12.1
190.2
Disposal of companies with non-
controlling interests (Note 31)
-19.8
-19.8
Transactions with non-controlling
interests
-1.7
-0.4
-2.1
Acquired treasury shares
-0.5
-31.7
-32.2
Dividend declared (Note 21)
-24.6
-24.6
Capital increase
0.6
0.6
Share based payments (Note 13)
8.4
0.0
8.4
Total changes in equity
0.0
-0.5
143.4
9.9
-32.3
120.5
Equity as of 31 December 2023
32.7
-0.5
497.5
8.6
14.0
552.3
* As of 31 December 2023, Magnora owned 1,070,854 shares or 1.6 percent of total shares outstanding through
the share buyback program.
** Other equity includes accumulated share-based payments reserve of NOK 21.9 million.
NOK million
Share
capital
Treasury
Shares
Other
equity
Currency
transl.
reserve
Non-
controlling
interest
Total
equity
Equity as of 1 January 2022
27.9
-0.0
146.2
-2.3
171.8
Total comprehensive income for the
period
12.5
1.0
-7.7
5.8
Capital increase non-controlling
interest
0.0
54.0
54.0
Capital increase
4.8
0.0
189.7
0.0
194.4
Share based payments (Note 13)
5.8
0.0
5.8
Total changes in equity
4.8
0.0
208.0
1.0
46.3
260.0
Equity as of 31 December 2022
32.7
-0.0*
354.1**
-1.3
46.3
431.8
* As of 31 December 2022, Magnora owned 21,866 shares or 0.03 percent of total shares outstanding through the
share buyback program.
** Other equity includes accumulated share-based payments reserve of NOK 13.6 million.
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MAGNORA GROUP CONSOLIDATED
Cash Flow Statement
NOK million
2023
2022
Cash flow from operating activities
Cash from operations
22
3.0
-67.7
Net cash generated from operating activities
3.0
-67.7
Cash flows from investment activities
Investments in associated companies
7
-39.7
-22.7
Investment in fixed assets
6
-5.5
-8.7
Dividend received
7
24.1
6.1
Divestment of subsidiaries
31
326.0
0.0
Investment in subsidiary net of cash acquired
0.0
-6.7
Scotwind lease option
29
0.0
-118.3
Received loan related to Scotwind lease option
0.0
23.7
Purchase/sale of marketable securities
27
0.0
1.3
Net cash from investment activities
304.9
-125.3
Cash flow from financing activities
Overdraft facility drawn
8
-76.3
76.3
Purchase of own shares
12
-32.2
0.0
Lease payment
25
-2.2
-2.7
Project Loan
3.1
0.0
Capital increase
12
0.0
194.4
Dividend paid out
21
-24.6
0.0
Net cash from financing activities
-132.2
268.0
Net cash flow from the period
175.7
75.0
Cash balance at beginning of period
171.9
96.9
Cash balance at end of period*
347.6
171.9
* Restricted cash is NOK 1.3 million as of 31 December 2023.
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MAGNORA GROUP: NOTES TO THE CONSOLIDATED
Financial Statement
NOTE 1. CORPORATE INFORMATION
The Group is a renewable energy development company, focusing on development of wind and Solar PV projects
from early phase greenfield to ready-to-build.
The objectives of the Group as set out in the Articles of Association is the conduct of industry, trade and business
associated with energy, IT and commodities, and sectors directly or indirectly related to these, in addition to
investments in and acquisitions of businesses, securities, financial instruments and other assets, and participating in
other businesses, directly or indirectly linked to these. The Group continuously considers potential organic growth and
investment opportunities with the objective of generating further shareholder value.
The Group is a public limited liability company incorporated and domiciled in Norway and with its shares listed on the
Oslo Stock Exchange. The address of its registered office is Karenslyst Allé 6, 0278 Oslo. These consolidated financial
statements were approved by the Board of Directors on 28 February 2024.
Overview of Group structure as of 31 December 2023:
Shareholder Shareholder Ownership Profit/ Registered Subsidiaries Shareholder interest interest account Equity (loss) office 31.12.2022 31.12.2023 method 2023 N/A Magnora Legacy Norway Magnora ASA 100% Consolidating 0.0 0.0 Holding AS N/A Magnora Renewable Norway Magnora ASA 100% Consolidating 0.0 0.0 Holding AS N/A Magnora Offshore Norway Magnora ASA 100% Consolidating 0.0 0.0 Wind Holding AS Magnora Norway Magnora ASA 100% 100% Consolidating -5.0 0.2 Holding AS Magnora Utvikling Norway Magnora ASA N/A 100% Consolidating -1.7 -1.7 AS Magnora Offshore Norway Magnora ASA 80% 80% Consolidating 0.3 -18.9 Wind AS Magnora South Norway/ Magnora ASA 100% 100% Consolidating -3.1 3.1 Africa Projects AS South Africa Magnora Norway/ Magnora ASA 92% South Africa 100% Consolidating 9.9 -0.2 Development AS South Africa African Green South Magnora 92% 100% Consolidating 0.8 -0.4 Ventures (pty) Ltd Africa ASA Magnora UK PV Norway/ Magnora ASA 100% 100% Consolidating -4. 2 -3.4 Holding AS UK Gamcap Magnora Magnora UK Development UK PV Holding 50% 50% Equity Method -6.0 -6.0 Company AS Magnora Magnora Offshore UK Offshore 100% 100% Consolidating -0.2 -0.2 Wind Holding Ltd Wind AS Magnora Magnora Offshore UK Offshore 100% 100% Consolidating -86.9 -38.2 Wind N3 Ltd Wind AS Hafslund Magnora Norway Magnora ASA 48%* 48%* Equity Method 1.0 -34.8 Sol AS Helios Nordic Sweden Magnora ASA 40% 40% Equity Method 27.1 79.3 Energy AB Kustvind AB Sweden Magnora ASA 37.5% 46% Equity Method 14.7 -6.2
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Amounts in the table above are prepared in local GAAP and presented in NOK million.
*Including indirect ownership through Helios Nordic Energy
Voting rights equals shareholding rights for all Group investments.
Subsidiaries listed above of which the Group has a shareholder interest per 31.12.2023, are included in Magnora
ASA’s consolidated financial statements, as the control criteria in IFRS 10 are met.
NOTE 2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise stated. All numbers
are in NOK million unless otherwise stated. Some totals may appear inconsistent due to rounding.
2.1
BASIS OF PREPARATION
The consolidated financial statements of the Group have been prepared in accordance with International Financial
Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and valid as of 31
December 2023. The consolidated financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.
It also requires management to exercise judgment in the process of applying the Group’s accounting policies. Areas
involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in Note 4.
2.1.1 CHANGE IN ACCOUNTING POLICIES
The IASB has also adopted several minor changes and clarifications in several different standards. It is not expected
that any of these changes will have considerable effect for the Group. The Group has not chosen to adopt early any
standards, interpretations or amendments that have been issued but are not yet effective.
2.1.2 FUTURE CHANGES IN STANDARDS
The Group is not aware of any future IFRS changes that could affect the consolidated financial statements.
2.2
CONSOLIDATION
Subsidiaries
Subsidiaries comprise all entities over which the Group has the power to control. Control is achieved when the Group
is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through
its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
» Power over the investee
» Exposure, or rights, to variable returns from its involvement with the investee, and
» The ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting rights of an investee, the Group consider all relevant facts and
circumstances in assessing whether it has power over an investee, including:
» The contractual arrangement with the other vote holders of the investee
» Rights arising from other contractual arrangements
» The Group’s voting rights and potential voting rights
The Group re-assesses whether it controls an investee and if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
over the subsidiary and ceases when the Group loses control over the subsidiary.
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A change in ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction.
The Group applies the acquisition method to account for the acquisition of subsidiaries. The cost of an acquisition is
measured as the fair value of the assets transferred, equity instruments issued, and liabilities incurred assumed at the
date of exchange. Acquisition- related costs are expensed as incurred. Identifiable assets acquired and liabilities and
contingent liabilities incurred in a business combination are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either
at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s
identifiable net assets.
The excess of the cost of the acquisition over the fair value of the Group’s share of the identifiable net assets acquired
is recorded as goodwill. If the cost of the acquisition is less than the fair value of the net assets of the subsidiary
acquired, the difference is recognised in the income statement immediately.
Intercompany transactions, balances, and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred.
Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by
the Group.
Associates
The share of associates are companies where Magnora has considerable, but not controlling influence. Normally,
considerable influence is defined as having ownership between 20 % and 50 % of the voting rights.
Ownership in associates are accounted for using the equity method of accounting.
Disposal of Subsidiaries
When a business is divested, the gain is measured as the difference between the fair value of the consideration
received and the company's booked equity, minus any remaining excess value related to the business. Any sales
expenses incurred will reduce the gain/increase the loss. Accumulated translation differences and related to the
divested business will be recognised in the income statement as part of the gain/loss, with a corresponding contra
entry in "Other items in comprehensive income".
Contingent consideration
Any contingent consideration received when the group loses control of a subsidiary is recognized at fair value. In the
case of contingent consideration, fair value represents the present value of the probability-weighted expected
amount of the future payments. Any changes in the fair value of the contingent consideration in future periods will
be accounted for as other income in the consolidated statement of profit or loss.
2.3
FOREIGN CURRENCY TRANSLATION
Functional and Presentation
Currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which each entity operates (‘the functional currency’). The consolidated financial
statements are presented in NOK, which is the Group’s presentation currency. The functional currency for the parent
company is NOK.
Transactions and Balances
Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from settlement of such transactions (realised items)
and from translation at exchange rates prevailing at balance sheet date of monetary assets and liabilities
denominated in foreign currencies (unrealised items) are recognised in the income statement, except when deferred
in equity as qualifying cash flow hedges.
Group Companies
The results and financial position of all Group entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency, are translated into the presentation currency
as follows:
Assets and liabilities are translated at exchange rates prevailing at balance sheet date.
Income and expenses are translated at average exchange rates. All resulting exchange differences are recognised
in Other Comprehensive Income.
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Upon consolidation, exchange differences arising from the translation of the net investment in foreign operations, and
of borrowings and other currency instruments designated as hedges of such investments, are taken to other
comprehensive income. When a foreign operation is sold, exchange differences that were recorded in equity are
recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on
the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing
rate.
2.4
TRADE RECEIVABLES AND OTHER FINANCIAL ASSETS
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If
collection is expected in one year or less, they are classified as current assets. If not, they are presented as non- current
assets. Trade receivables and other financial assets are recognised initially at transaction price according to IFRS 15
and subsequently measured at amortised cost using the effective interest method, less provision for impairment. The
Group recognises an allowance for expected credit losses (ECLs) for all financial assets not held at fair value through
profit or loss (e.g., trade receivables). ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision
for impairment of trade receivables is recognised in the income statement as ‘other operating expense’. The provision
for impairment of other financial assets is recognised in the income statement as ‘financial expense’.
Hedge accounting has not been applied in 2023 or 2022.
The Group measures financial assets at amortised cost if both of the following conditions are met:
» The financial asset is held within a business model with the objective to hold financial assets to collect contractual
cash flows and, » The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding financial assets at amortised cost are
subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are
recognised in profit or loss when the asset is derecognised, modified, or impaired.
The Group’s financial assets at amortised cost include trade receivables and other short-term receivables. Trade
receivables that do not contain a significant financing component are measured at the transaction price determined
under IFRS 15 Revenue from contracts with customers.
Financial assets are included in current assets, except for those with maturities greater than 12 months after
balance sheet date, in which case they are classified as non-current assets.
Financial assets also include marketable securities classified as other current financial assets. All securities acquired
are sufficiently liquid shares to allow trading on short notice in case additional funds are needed for working capital.
Furthermore, all securities are shares traded on the Oslo, Stockholm, or other major international stock exchanges, and
as such, subject to market risks in addition to the specific risks relevant for the company each security represents. Risks
related to marketable securities are managed by daily monitoring, weekly update of the portfolio overview, and
through trading shares not meeting the risk tolerance set by the Group.
As further detailed in note 27 below, these items are in accordance with IFRS 9 adjusted to reflect the current market
value of each security at the reporting date. Purchases and sales of marketable securities are accounted for at trade
date. Marketable securities are accounted for at fair value and reflected in the Income Statement as financial gain
or loss.
2.5
CASH AND CASH EQUIVALENTS
In the consolidated statement of cash flow, cash and cash equivalents includes cash in hand, bank deposits, other
short-term highly liquid investments with original maturities of three months or less.
2.6
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental cost directly attributable to the issue of new shares is shown in
equity as a deduction, net of tax, from the proceeds. Where any Group company acquires the Group’s equity share
capital (treasury shares), the consideration paid, including any directly attributable cost (net of income taxes) is
deducted from equity attributable to the Group’s equity holders until the shares are cancelled, reissued, or disposed
of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable
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transaction cost and income tax, is included in equity attributable to the Group’s equity holders.
2.7
CURRENT AND DEFERRED INCOME TAX
The tax expense for the period comprises current and changes in deferred tax. Tax is recognised in the income
statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the balance
sheet date in the countries where the Group and its subsidiaries operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be
paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the
deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss.
Deferred income tax is determined using tax rates (and legislation) that have been enacted or substantially enacted
by balance sheet date and are expected to apply when the deferred income tax asset is realised, or the deferred
income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future
taxable profit will be available against which the temporary differences can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely
timing and the level of future taxable profits. Deferred income tax is provided on temporary differences arising from
investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is
controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
The tax base included in the calculation of deferred income tax is calculated in local currency and translated into
NOK at foreign exchange rates prevailing at balance sheet date. Deferred income tax asset and liabilities are offset
when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the
deferred income taxes assets and liabilities related to income taxes levied by the same taxation authority on either
the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
2.8
EMPLOYEE BENEFITS
Pension Obligations
As of year-end 2023 the Group operates a defined contribution plan. The plan is funded through payments to the
pension company, and the Group has no further payment obligations once the contribution is paid. The contributions
are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised as an asset
to the extent that a cash refund or a reduction in future payments is available.
Profit-Sharing, Retention and Bonus Plans
The Group recognises a provision where contractually obliged or where there is a constructive obligation. The provision
considers the incurred portion of the measurement period and shall be based on a ‘best estimate’ of the expected
achievements of the key performance indicators as set out in the actual bonus program.
Share-Based
Payments
The Group has share-based payment programs to management and employees. Bonus shares in these programs are
awarded net after tax. The Group is obliged to withhold an amount for an employee’s tax obligation associated with
a share-based payment and transfer that amount, normally in cash, to the tax authority on the employee’s behalf.
These share-based payment programs, including tax, are considered as equity-settled share-based payments. In
addition, the Group is obliged to make a provision for social security tax related to these programs, to be transferred
to the tax authority, normally in cash. This part of the share-based payment arrangements is recognised as a cash-
settled share-based payment. Equity-settled share-based payments are measured at fair value (excluding the effect
of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of the shares
that will eventually vest, adjusted for the effect of non-market based vesting conditions. Cash-settled share-based
payments are measured at fair value of the liability. The liability is measured at each reporting date.
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2.9
PROVISIONS
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation because of a
past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and the
amount has been reliably estimated.
Provisions are not recognised for future operating losses. Where there are several similar obligations, the likelihood that
an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision
is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations
may be small.
Provisions are measured as the present value of the expected expenditures required to settle the obligation using a
pre-tax discount rate that accounts for time value of money and risks specific to the obligation. The increase in the
provision due to the passage of time is recognised as interest expense.
2.10
REVENUE RECOGNITION
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for
those goods or services.
Revenue is recognised as follows:
»
The Group receives royalty in exchange for the license of intellectual property (design fees). The royalty received
is recognised at the later of when:
- the subsequent sale or usage occurs; and
- the performance obligation to which some or all the sales-based or usage-based royalty has been allocated is
satisfied
The royalty is based on production and offloading of oil barrels and the revenue is recognised as the offloading occurs.
» The Group provides administrative and project development services to associated companies on an hourly
basis. Revenue is recognised as the work is performed.
» Dividend income is recognised when the right to receive payment is established
» Interest income is recognised on a time-proportion basis using the effective interest method
2.11
LEASES IFRS 16
The Group recognizes the lease liability and the associated “right-of-use asset” for the use of the underlying asset over
the lease term. All leases that transfer the right to control the use of an identifiable asset (the lessee decides the use
and receives the financial (dis-) advantages) are recognized. The lease liability is measured as present value of future
fixed lease payments. For lease agreements entered, the discount rate equivalent to the interest rate in the lease
agreement is used, if present. Alternatively, the marginal loan rate will be used. The Group has chosen to apply the
exemption rule for short-term leases up to 12 months durations and leases for which the underlying asset is of low value,
as these contracts are expensed directly in the income statement. For contracts that also include other product or
service deliveries, the Group has chosen to use the main rule where “non-lease components” are expensed as
operating expenses separately from the lease component. In determining the lease period, the regular lease period
is adjusted for extension options and termination rights, which with reasonable certainty is assessed that the Group will
exercise.
2.12
ACQUISITIONS
The acquisition method of accounting applies to business combinations. Compensation is measured at fair value on
the transaction date which is when risk and control is transferred and will normally coincide with the implementation
date. An allocation of the acquisition price is based on fair value of assets and liabilities acquired. Additional value
that cannot be allocated to identifiable assets and liabilities are allocated to goodwill. If fair value of identifiable assets
and liabilities is higher than consideration given, the excess is charged to income. Investments in associates are
accounted for using the equity method after initially being recognised at cost.
2.13
INTANGIBLE
ASSETS
Intangible assets that have been acquired separately are carried at cost. The costs of intangible assets acquired
through an acquisition are recognized at their fair value in the Group’s opening balance sheet. Capitalized intangible
assets are recognized at cost less any amortization and impairment losses. Internally generated intangible assets,
excluding capitalized development costs, are not capitalized but are expensed as occurred. The economic life is
either definite or indefinite. Intangible assets with a definite economic life are amortized over their economic life and
tested for impairment if there are any indications. The amortization method and period are assessed at least once a
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year. Changes to the amortization method and/or period are accounted for as a change in estimate. Intangible
assets with an indefinite economic life are tested for impairment at least once a year, either individually or as a part
of a cash-generating unit. Intangible assets with an indefinite economic life are not amortized. Economic life is
assessed annually with regard to whether the assumption of an indefinite economic life can be justified. If it cannot,
the change to a definite economic life is made prospectively.
2.14
RESEARCH AND DEVELOPMENT
Expenses relating to research activities are recognised in the statement of comprehensive income as they incur.
Expenses relating to development activities are capitalised to the extent that the product or process is technically
and commercially viable and the Group has sufficient resources to complete the development work. Expenses that
are capitalised include the costs of materials, direct wage costs and a share of the directly attributable common
expenses. Capitalised development costs are recognised at their cost minus accumulated amortisation and
impairment losses. Capitalised development costs are amortised on a straight-line basis over the estimated useful life
of the asset. After the divestment of Evolar, the Group does not currently capitalize development costs.
2.15
IMPAIRMENT
Depreciable intangible assets as well as property, plant and equipment are considered for impairment when there
are indications that future earnings cannot justify balance sheet value. Goodwill and intangible assets with indefinite
useful life are not subject to depreciation but are tested annually for impairment. Impairment is recognized if the
carrying amount is higher than the recoverable amount. The recoverable amount is the higher of fair value less costs
to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows (cash generating units). At each reporting date, one considers the
possibilities for a reversal of prior impairments (except goodwill).
2.16
DIVIDEND DISTRIBUTION
Dividend distribution to the Group’s shareholders is recognised as a liability in the Group’s financial statements in
the period in which the dividend is approved by the Group’s shareholders.
2.17
TRADE PAYABLES
Trade Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables
are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.18
CASH FLOW STATEMENT
The cash flow statement is prepared in accordance with the direct method.
NOTE 3. FINANCIAL RISK MANAGEMENT
3.1.
FINANCIAL RISK FACTORS
The Group is exposed to market risk, credit risk, currency risk, interest rate risk, inflation risk, liquidity risk. The Company’s
overall risk management programme focuses on the uncertainty of financial markets and seeks to minimise potential
adverse effects on its financial performance. The Group selects its portfolio projects and companies with emphasis on
diversification to mitigate the various inherent risks in each segment of the renewable energy production industry. This
does not reduce the individual risks below but makes the Group less vulnerable to the effects of those risks.
3.1.1.
MARKET RISK
INTEREST RATE RISK
The Group has limited debt at the balance sheet date and has thus limited exposure to interest rate risk but could in
the future have loan facilities making the Group sensitive to fluctuations in interest rates.
FOREIGN EXCHANGE RISK
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
primarily with respect to the USD as all operating revenues are in USD. Foreign exchange risk arises from future
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commercial transactions, recognised assets or liabilities, and net investments in foreign operations when such
transactions, assets or liabilities are denominated in a currency that is not the entity’s functional currency. The Group
is also exposed to foreign exchange risk related to GBP, SEK and ZAR when assets in the UK, Sweden, and South Africa
are divested. As most of the Group’s revenue is in USD, the Group has sold USD during 2023 to reduce this currency
risk.
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s revenue and
future earn-outs for divested entities. Any annualised increase or decrease in the USD/NOK foreign exchange by 10
percent would have increased or decreased the Group’s 2023 profit before tax by NOK 17.9 million (2022: NOK 1.2
million).
ENERGY PRICE RISK
The Group divests its projects and portfolio companies, and the price achieved is dependent on the prevailing and
expected future energy prices. A significant decrease of the energy price could cause the internal rate of return for
some projects to become negative and the project will therefore not be an attractive investment.
3.1.2.
CREDIT RISK
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial
institutions, as well as loans and credit exposures to customers. The Group has one main banking relationship with a
financial institution that is currently rated Aa3.
The Group’s major customers are renewable energy operators and investment companies, oil companies, and
global marine contractors with a strong financial basis, but, as with suppliers and customers in general, there is a risk
that unforeseen financial difficulties on the counterparty’s side may arise which could have material adverse effects
on the financial condition, the cash flows and/or the prospects of the Group.
3.1.3.
LIQUIDITY
RISK
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, and the ability to
close out market positions.
The Group has implemented routines to continuously update its cash flow forecast with changes to main assumptions
relating to payment schedules, license milestone payments etc. and to be able to foresee the necessary actions
required to rectify any potential adverse effects on its future liquidity position.
The Group is subject to currency, field development and reservoir risk in situations where the license fee is tied to the
field development and production such as the Dana income and Shell Penguins license fee income paid in USD. The
company also relies heavily on two customers, Dana Petroleum/NEO and Shell, for most of its operating revenues
over the next years.
The Group derives all its cash flow from disposal of portfolio companies and projects, two legacy agreements and
dividends from subsidiaries and associated companies. Negative cash flow and lack of financial performance from
portfolio companies therefore affects the Group. The exposure is limited to the Group’s invested amount in those
companies and is closely linked to the associated companies’ ability to execute its strategy and manage risks it is
exposed to. Magnora is represented on all the boards of its associated companies and mitigates risks through normal
governance processes.
Access to capital is a risk now that the Group is investing in more capital-intensive projects. This is managed through
close dialogues with financial institutions and a strict timeline for cash flow that matches future investment payments
with investment gains from farm-downs and exits. Dialogue with potential investors has revealed that the Group’s
income from the legacy business limits or prohibits some investors from investing in Magnora, as their investment
mandate is limited to renewable investments. The legacy income thus limits the Group’s access to capital, which is
part of the background for the current restructuring process announced in January 2024.
At the balance sheet date, the Group has only the overdraft facility and no other borrowings, and both Trade
receivable and payable mature within a normal 30-day cycle, except for some receivables towards the associated
companies.
There were no significant overdue receivables as of 31 December 2023.
Magnora is in a solid liquidity position with a cash balance of NOK 347.7 million at balance sheet date.
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3.1.4.
COVENANT
The Group has NOK 100 million and NOK 50 million overdraft facilities with two top tier Nordic banks, and no funds were
drawn as of 31 December 2023. The facilities have the following financial covenants:
- Loan to value must be more than 35 percent
- Book Equity must be more than NOK 100 million
- Minimum liquidity of NOK 25 million
3.1.5.
CAPITAL MANAGEMENT
For the Group’s capital management, capital means total equity and cash balance. The primary objective of the
Group’s capital management is to maximise shareholder value.
The Group manages its capital through budgeting and cost monitoring.
The Group has exercised conservative capital and cash management during 2022 and 2023. A sound financial
position, with limited interest-bearing debt and an asset light balance sheet reduces the capital and cash
management risks.
3.1.6.
CLIMATE CHANGES
The Group has limited physical assets, and other than IT and office equipment, only a few wind measurement masts
at some of its project sites in South Africa. The masts are insured, and the value of the masts is not material. Future
climate changes may change political decisions related to renewable energy priorities, which could have a
negative or positive impact on some projects. The Group’s portfolio is diversified across renewable technologies and
geographical areas to limit the impact of this type of risk. Financial loss due to climate change is thus considered low.
At the same time, an increase in climate changes may increase the attractiveness of renewable investments and
therefore improve the Group’s access to capital and lower the cost of capital.
NOTE 4. ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are assumed to be reasonable under current circumstances.
4.1.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are disclosed below.
VALUATION CONSIDERATION
The Scotwind lease option signed by Magnora with The Crown Estate Scotland is an intangible asset in the statement
of financial position. If climate changes cause energy prices to decrease significantly, the project may not be
realised and the value of the lease option agreement would need to be written down. Based on price forecasts and
other data accessible to the Group, the need for renewable energy will continue to increase over the next decades.
CONTINGENT CONSIDERATION
Divestment of companies may include holdback or earnout amounts. These contingent considerations are
measured at fair value to reflect the amount the reporting entity would have to pay a hypothetical counterparty to
transfer responsibility for paying the contingent liability. This amount is the present value of the probability-weighted
expected amount of the future payment. The amount of contingent considerations recognised during the reporting
period is set out in the Divestment section below.
TAXES
Judgment is required in determining the provision for income taxes. During the ordinary course of business, transactions
and calculations occur for which the ultimate tax effect is uncertain. The Group recognises liabilities for anticipated
tax audit issues based on estimates of whether additional taxes will be due. Where the outcome of these matters is
different from the amounts initially recognised, such differences will impact the income tax and deferred tax provisions
in the period in which such determination is made.
The accounting for deferred income tax assets relies upon management’s judgment of the Group’s ability to generate
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future positive taxable income in each respective jurisdiction. Deferred tax assets are recognised in relation to the
carry forward of unused tax losses only to the extent that it is probable that taxable profit will be available against
which the losses can be utilised in the future. Significant management judgement is required to determine the amount
of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
The companies within the Magnora Group have in sum material deductible temporary differences (reference note
15) which, dependent on meeting the recognition requirements according to IAS 12, could result in recognition of
deferred tax assets in the balance sheet.
The deferred tax asset has been updated as of December 31, 2023, based on the expected revenues and expenses
for the next five years. The recognised deferred tax asset is most sensitive to expected future royalty revenue from the
production and offloading of the Dana Western Isles FPSO, and the Group’s operating cost level going forward. An
assumption has been made that the FPSO will produce according to the expected production profile based on field
reserves and lifetime estimates, and that the cost level will continue based on current structure and activities of the
Group. The deferred tax asset recognised is expected to be utilised within the next 5 years based on the Group’s
contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the
total accumulated tax losses of over NOK 3.5 billion.
4.2.
JUDGEMENTS
Consolidation of portfolio companies
The Group has a portfolio of companies invested in and evaluates each quarter whether it has control in
accordance with IFRS 10.
The Group invested in Kustvind AB in March 2020 through a share issue and has 46 percent ownership at the balance
sheet date. Magnora has the right to increase its ownership to 50% according to a budget and milestone plan. The
option to increase ownership is currently not exercisable, as the increase in ownership must come from a capital call
from the Kustvind board due to a capital need in the project. The three founders of Kustvind own an equal number
of the remaining shares in the company. Magnora has three out of five board members, and the founders have the
remaining two members. The other shareholders have the right to elect its third board member at any time, and it is
expected that they will do so. Magnora is a minority owner with three other owners and has significant influence of
the company. Hence its ownership is accounted for using the equity method as an associated company.
The Group invested in Helios AB in February 2021 through a share issue and owns 40 percent of the company at the
balance sheet date. The remaining ownership of Helios is divided between the three founders of the company and
other early investors. Magnora has one out of five board members, and the founders and other shareholders have
the remaining four members of the board. Although Magnora is a majority owner, it exerts no strategic or operational
influence on this company, as Helios operates in a segment Magnora has not explored prior to this investment. This
company operates fully independent of Magnora. For up to two years after the First Investment from Magnora,
significant resolutions (e.g., Annual budgets, amendments in the business plan, any merger/demerger and so on)
must be approved by the Board and supported by the director appointed by Magnora. Magnora has significant
influence in the company and its ownership is accounted for using the equity method as an associated company.
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Divestments
On 12 May 2023, Magnora sold all its holdings in Evolar to First Solar, Inc. for approximately USD 29 million (NOK 310
million) and additional milestone payments of up to USD 24 million (NOK 265 million). The profit and loss effects of the
Evolar ownership is reflected in the Group’s financial results up until 30 April 2023. The scope of the divestment
transaction includes Evolar reaching certain milestones developing its perovskite solar cell technology. The gain of
NOK 310 million from the sale of Evolar AB is netted against the initial investment and subsequent loans issued to fund
Evolar, as well as any intercompany balances and other closing related costs that were covered by Magnora as
part of the sales agreement with First Solar, Inc. The net gain of NOK 229.6 million was recognised as other income in
the second quarter, of which NOK 4.9 million did not have a cash effect as it is subject to certain future contingent
events and reflects a best estimate at the transaction date. The Contingent considerations were reassessed as of 31
December 2023 and the fair value of the gain is reflected in the profit and loss statement as other income. The first
potential milestone payment for the earnout must be achieved before 12 May 2024, and the remaining milestones
must be achieved before 12 May 2029.
On 12 July 2023, Magnora sold all its shares in one of its South African SPVs to Globeleq Africa Limited for
approximately NOK 8.9 million, with additional milestone payments of up to NOK 51 million as the project progresses
towards ready-to-build (RTB) status. The profit and loss effects of the SPV ownership is reflected in the Group’s
financial results up until 30 June 2023. The scope of the divestment transaction includes Globeleq reaching certain
milestones developing the project of the SPV. The gain from the sale of the SPV is netted against the initial investment
and subsequent loans issued to fund the SPV, as well as any intercompany balances and other closing related costs
that were covered by Magnora as part of the sales agreement with Globeleq. The net gain of NOK 10.7 million is
recognised as other income, of which NOK 3 million is subject to certain future contingent events and reflects a best
estimate at the transaction date. The milestone payments are expected to be achieved within the next 18 months.
On 20 October 2023, Magnora closed its second transaction in South Africa, where it sold all its shares in one of its
South African SPVs to Globeleq Africa Limited for approximately NOK 6.2 million, with additional milestone payments
of up to NOK 34 million as the project progresses towards ready-to-build (RTB) status. The profit and loss effects of the
SPV ownership is reflected in the Group’s financial results up until 31 December 2023. The scope of the divestment
transaction includes Globeleq reaching certain milestones developing the project of the SPV. The gain from the sale
of the SPV is netted against the initial investment and subsequent loans issued to fund the SPV, as well as any
intercompany balances and other closing related costs that were covered by Magnora as part of the sales
agreement with Globeleq. The net gain of NOK 10.3 million is recognised as other income, of which NOK 1.7 million is
subject to certain future contingent events and reflects a best estimate as of 31 December 2023. The milestone
payments are expected to be achieved within the next 18 months.
Option lease agreement
The Scotwind lease option signed by Magnora with The Crown Estate Scotland is an intangible asset in the statement
of financial position. The agreement gives Magnora the exclusive right to perform environmental studies in the area
awarded. When the requirements in the option lease agreement, including key project consent, are met, the land
lease will commence. The intangible asset will start amortizing when the lease commences and will be amortized
over the duration of the land lease.
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NOTE 5. SEGMENT FINANCIALS
The Group has developed from being a former oil and gas engineering company with license revenues and
transformed into a renewable energy development company with several projects and investments in companies in
its portfolio. As the Group has grown, it has implemented an updated operating model to manage its increasing
portfolio. As part of the new operating model, corporate and project related activities and expenses are followed up
and reported separately. This is reflected in the tables below.
Both the project and corporate segments engage in business activities where it earns revenues and incur expenses.
The project segment earns revenues when portfolio companies are disposed. All licensing revenues from legacy oil
and gas contracts are managed and reported as part of the corporate segment, and the renewable activities and
investments are reported in the project segment. M&A-related expenses for projects and transactions that do not
materialise, are reported as an expense in the corporate segment, which is shown separately to show the cost base
of the Group. Operating results of the segments are regularly reviewed by the entity’s chief operating decision maker,
which is the Magnora board, to make decisions about resources allocated to the segment and assess its
performance. Segment performance is evaluated based on EBITDA and operating profit/ loss.
SEGMENT FINANCIALS 2023
NOK million Note Corporate Projects Elimination Consolidated Operations Operating revenue 44.9 0.0 -20.3 24.6 Other income 0.0 249.2 0.0 249.2 Operating expense -31.5 -0.7 0.0 -32.2 Development and M&A expense 0.0 -93.9 20.3 -73.6 EBITDA 13.4 154.6 0.0 168.0 Depreciations -0.9 -1.0 0.0 -1.9 Profit/loss from associated companies 10.5 0.0 0.0 10.5 Operating profit/(loss) 23.0 153.6 0.0 176.6 SEGMENT FINANCIALS 2022 NOK million Note Corporate Projects Elimination Consolidated Operations Operating revenue 91.1 0.0 0.0 91.1 Other operating revenue 11.6 0.3 -11.2 0.6 Operating expense -30.6 -1.2 0.0 -31.8 Development and M&A expense 0.0 -60.6 11.2 -49.4 EBITDA 72.0 -61.5 0.0 10.5 Profit/loss from associated companies 0.0 -3.9 0.0 -3.9 Operating profit/(loss) 72.0 -65.4 0.0 6.6
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NOTE 6. FIXED ASSETS
Machinery and Assets under 2023 Total equipment construction Opening net book value 4.3 11.0 15.3 Additions 0.2 5.3 5.5 Depreciations* -0.6 0.0 -0.6 Currency translation 0.6 1.0 1.6 Sale of business -4.2 -17.3 -21.5 Total 0.3 0.0 0.3 *0.1 MNOK of depreciation is capitalized in the financial statements. As of 31 December 2023 Accumulated acquisition cost 0.5 0.0 0.5 Accumulated depreciation -0.2 0.0 -0.2 Total 0.3 0.0 0.3 Depreciation method Linear N/A Machinery and Assets under 2022 Total equipment construction Opening net book value 0.0 0.0 0.0 Acquisition of subsidiaries 2.7 5.0 7,7 Acc depr acq. of -0.9 0.0 -0,9 subsidiary Additions 2.7 6.0 8.7 Depreciations -0.2 0.0 -0.2 Total 4.3 11.0 15.3 As of 31 December 2022 Accumulated acquisition cost 5.6 11.0 16.6 Accumulated depreciation -1.3 0.0 -1.3 Total 4.3 11.0 15.3 Depreciation method Linear N/A
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NOTE 7.
ASSOCIATED
COMPANIES
Shareholder Shareholder Shareholder Shareholder Associated Registered Shareholder interest interest interest interest company office 01.01.2021 31.12.2021 31.12.2022 31.12.2023 Magnora Kustvind AB Sweden 15% 30% 37.5% 46% ASA Magnora Helios AB Sweden 0% 40% 40% 40% ASA Hafslund Magnora Magnora Norway 0% 0% 48% 48% Sol AS ASA Gamcap Magnora Mangora United Development UK PV 0% 0% 50% 50% Kingdom Company Ltd* Holding *Magnora has provided a loan of 22.5 MNOK to Gamcap Magnora Development Company Ltd as of 31 December 2023. This is a part of the net investment in the company and the Magnora part of the loss is netted against the loan. Hence the net value of the loan is 19.5 MNOK. Interest held equals the voting rights in the associated companies. The interests in the associated companies are accounted for using the equity method. Registered % interest 2023 Assets Liabilities Revenues Profit/loss office held Gamcap Magnora United Development Company 20.3 26.3 0.0 -6.0 50% Kingdom Ltd Hafslund Magnora Sol Norway 6.4 5.4 0.0 -34.8 48% Kustvind AB Sweden 14.5 0.2 - -6.2 46% Helios Nordic Energy AB Sweden 101.3 74.6 28.1 83.7 40% Total 142.5 106.5 28.1 36.7 Registered % interest 2022 Assets Liabilities Revenues Profit/loss office held Arendal Brygge AS Norway 49.5 54.3 3.8 0.5 50% Kustvind AB Sweden 7.0 0.1 - -5.6 37.5% Helios Nordic Energy AB Sweden 24.7 27.4 9.4 -3.7 40% Total 81.2 81.8 13.2 -8.8 Amounts in the tables above are presented in NOK million. Associated companies (NOK million) 2023 2022 Book value 1 January 26.4 61.4 Acquisition of associates 22.4 6.8 Disposals/ -sale of associates 0.0 0.0 Share of profit/loss 10.5 -3.9 Dividend received -24.1 -6.1 Loss accounted for as part of net investment 3.0 0.0 Currency translation difference 3.0 -2.2 Realization due to gain of control 0.0 -29.6 Net book value 31 December 41.3 26.4
Magnora invested in Kustvind AB in March 2020 and owns 46% as of 31 December 2023. The following table illustrates
the summarised financial information for Magnora’s investment in Kustvind AB:
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Kustvind (NOK million) 2023 2022 Current assets 1.0 0.5 Non-current assets 13.9 7.3 Current liabilities 0.2 0.1 Equity 14.7 7.7 Magnora’s share in equity 6.8 2.9 Currency translation difference 0.6 -0.6 Goodwill 12.2 11.4 Magnora’s carrying amount of investment 19.6 13.7 Profit/(loss) before tax -6.0 -5.6 Total comprehensive income for the year -6.0 -5.6 Magnora’s share of profit/(loss) for the year -2.6 -2.0 Magnora invested in Helios Nordic Energy AB in February 2021 and owns 40 percent of the company as of 31 December 2023. The following table illustrates the summarised financial information for Magnora’s investment in Helios: Helios Nordic Energy (NOK million) 2023 2022 Current assets 76.1 24.1 Non-current assets 19.4 0.6 Current liabilities 75.6 27.4 Non-current liabilities 0.0 0.0 Equity 19.9 -2.7 Magnora’s share in equity 7.9 -1.1 Currency translation difference 0.2 -1.3 Goodwill 11.5 13.8 Magnora’s carrying amount of investment 19.6 11.4 Profit/(loss) before tax 83.8 -3.5 Total comprehensive income for the year 83.8 -3.5 Magnora’s share of profit/(loss) for the year 33.5 -1.4
See note 3.1 above regarding development risks of the portfolio companies.
Impairment of associated companies is evaluated annually after year-end, and for financial year 2023 the Group has
assessed if there are indicators for impairment. No indicators for impairment were identified as all associated
companies are in an early phase of their development and progressing as planned.
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NOTE 8.
FINANCIAL INSTRUMENTS BY CATEGORY
Accounting principles for financial instruments were applied to the line items below as indicated:
Financial assets
NOK million 2023 2022 Category: Asset: Financial assets at amortised cost Trade receivables 7.3 91.5 Financial assets at amortised cost Other financial assets 25.4 23.7 Fair value through profit and loss Cash and cash equivalents 347.6 171.9 Total financial assets 380.3 287.1 Financial liabilities NOK million 2023 2022 Category: Liabilities: Fair value through profit and loss Overdraft facility 0.0 76.3 Financial liabilities at amortised cost Leasing debt 1.2 8.7 Financial liabilities at amortised cost Other payables 34.9 28.6 Financial liabilities at amortised cost Trade payables 6.3 6.2 Total financial liabilities 42.4 119.8
Fair Value Estimation
Management has determined that the fair values of cash, short-term deposits, trade receivables, trade payables,
bank overdrafts, and other current liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.
Overdraft
facility
The Group has a total available overdraft facility of NOK 150 million. As of 31 December 2023, none of the overdraft
facility has been drawn. See note 3.1.5 for covenants related to the overdraft facility.
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NOTE 9. CREDIT QUALITY OF TRADE RECEIVABLES AND CASH
The credit quality of trade receivables and cash that were neither past due nor impaired was assessed by reference
to external credit ratings (where available) and by analysis of historical information about counterparty default rates:
Trade receivables NOK million 2023 2022 No external rating 3.5 3.7 AA- 0 75.3 Total trade receivable and accrued income 3.5 79.0 Cash and cash equivalents NOK million 2023 2022 Aa3 347.6 171.9 Total cash and cash equivalents 347.6 171.9
NOTE 10. TRADE AND OTHER RECEIVABLES
Specification of trade and other receivables
NOK million 2023 2022 Trade receivables 3.5 3.7 Loss allowance 0.0 0.0 Accrued income* 0.0 75.3 Other receivables 3.8 12.5 Trade and other receivables 7.3 91.5 *Mainly related to milestone payments from Shell Penguins FPSO for 2022. Payment received in Q1 2023. Aging of trade receivables NOK million 2023 2022 Not Due 0.1 2.8 Due 3.4 0.9 Total trade receivables 3.5 3.7 At balance sheet date, NOK 3.4 million was past due in 2023 (2022: NOK 0.9 million). Currency denomination of trade receivables, carrying amounts NOK million 2023 2022 SEK 0.0 1.0 NOK 3.5 2.7 Total trade receivables 3.5 3.7
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NOTE 11. CASH AND CASH EQUIVALENTS
Specification of cash
NOK million 2023 2022 Cash at bank and in hand 346.3 170.2 Restricted short-term bank deposits 1.3 1.7 Total cash and cash equivalents 347.6 171.9
NOTE 12. SHARE CAPITAL
The total authorised number of ordinary shares was 66.8 million (2022: 66.8 million) with a par value of NOK 0.49 (2022:
NOK 0.49) per share. All issued shares were fully paid at the balance sheet date. As of 31 December 2023, Magnora
owned 1,070,854 shares or 1.6 percent of total shares outstanding through the share buyback program approved by
the annual general meeting. As of 31 December 2022, Magnora owned 21,866 shares or 0.03 percent of the total
shares outstanding.
Number of Share Share NOK million Total sharescapital premium 1 January 2023 66,822,679 32.7 0.0 32.7 31 December 2023 66,822,679 32.7 0.0 32.7 Number of Share Share NOK million Total shares capital premium 1 January 2022 57,072,679 28.0 0.0 28.0 Capital increase 9,750,000 4.7 0.0 4.7 31 December 2022 66,822,679 32.7 0.0 32.7
During 2022, Magnora closed an equity private placement of 8,950,000 new shares with a subscription price per share
of NOK 22.35 and a total offer size of NOK 200 million. Hafslund was pre-allocated 100 MNOK in the share issue and the
remaining 100 MNOK was seven times oversubscribed by mutual funds and reputable investors. Hafslund effectively
became Magnora’s largest single shareholder. Magnora also issued 800,000 shares during 2022 to exchange options
exercised.
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20 largest shareholder accounts 31 December 2023 Number of shares Percent ownership (source: VPS) HAFSLUND VEKST AS 4,474,272 6.70 KING KONG INVEST AS 2,670,995 4.00 GINNY INVEST AS 2,469,144 3.70 ALDEN AS 2,217,825 3.32 F1 FUNDS AS 1,747,870 2.62 PHILIP HOLDING AS 1,648,377 2.47 F2 FUNDS AS 1,630,000 2.44 CARE HOLDING AS 1,500,000 2.25 JP MORGAN CHASE BANK 1,434,742 2.15 DNB BANK ASA 1,345,000 2.02 MP PENSJON PK 1,242,732 1.86 NORDNET LIVSFORSIKRING AS 1,166,413 1.75 ALTEA AS 1,154,944 1.73 MAGNORA ASA 1,070,854 1.60 AARSKOG, PHILLIP GEORGE 1,000,000 1.50 MORGAN STANLEY & CO. 995,839 1.49 BALLISTA AS 760,372 1.14 BAKLIEN, ÅSMUND 756,100 1.13 CLEARSTREAM BANKING S.A. 751,448 1.13 DANSKE BANK 696,752 1.04 Total, 20 largest shareholders 30,733,679 45.99 Other shareholder accounts 36,089,087 54.01 Total number of shares 66,822,766 100.00 Foreign ownership 10,154,098 120
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NOTE 13. SHARE-BASED PAYMENTS
In accordance with approval by the Annual General Meeting of 26 April 2022 and 25 April 2023, the Board of
Magnora issued 375,000 options during 2023 to provide long-term incentives to the Board and employees. The
options were awarded as follows:
Options awarded Torstein Sanness, Executive Chairman 75,000 Erik Sneve, CEO 100,000 Haakon Alfstad, CEO Magnora Offshore Wind 50,000 Espen Erdal, VP Business Development 50,000 Emilie Brackman, VP Wind and Solar 50,000 Hanne Wiger, Business Controller 50,000 Total options awarded 375,000
All options issued in 2023 have a three-year vesting period and all options must be exercised within five years after vested.
This is an equity-settled share-based payment, and in accordance with IFRS 2, the value is determined as of the grant date.
At balance sheet date there are 1,750,000 options (2022: 1,475,000). The cost of the options is recorded monthly over the vesting
(service) period. See note 18 for expensed amount related to share-based payments.
The employee or board member receiving the options must stay in his or her position until vesting date to exercise the options.
The options are expected to have limited value at the time they become vested, and therefore more likely to be
exercised towards the end of the period exercisable. The Black-Scholes model is used to calculate the value of the options.
The risk-free rate is set from the rate of five-year treasury bonds at the time of grant date, and this matches the full length of
the options once vested. Volatility rate is derived from the daily share prices from 1 January 2019, and then annualised.
Share prices from prior periods are considered irrelevant, as the Group significantly changed in Q4 2018 with the sale of its
prior business to Sembcorp.
Number of Exercise price Number of Exercise price (NOK/Share) 2023 options 2023 (NOK/Share) 2022 options 2022 1 January Granted 22.41 200,000 19.03 100,000 Granted 22.62 75,000 23.70 200,000 Granted 24.96 100,000 22.22 175,000 Granted Granted Granted Exercised 6.5 900,000 Outstanding 31 December 1,750,000 1,475,000 Exercisable 31 December 533,335 166,668
The weighted average remaining contractual life for the share options outstanding as of 31 December 2023 was
5.9 years (2022: 6.7 years). The weighted average fair value of options granted during the year was NOK 15.57 (2022:
NOK 13.76). The range of exercise prices for options outstanding at the end of the year was NOK 7.92 to NOK 26.65
(2022: NOK 7.92 to NOK 26.65).
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The following table lists the inputs to the models used for the plans for the years ended 31 December 2023 and 2022,
respectively:
NOK million 2023 2022 Weighted average fair values at the measurement date 15.57 13.76 Risk free interest 3.09% / 3.32% / 3.32% 2.83% / 3.13% / 3.13% Volatility 62% / 59% / 59% 64% / 61% / 61% Exercise price 22.41 / 22.10 / 24.96 19.03 / 23.70 / 22.22 Model for estimation of fair value Black-Scholes modelBlack-Scholes model
NOTE 14. OTHER CURRENT LIABILITIES
NOK million 2023 2022 Payroll liabilities 2.1 2.7 Employer’s contribution tax and other taxes 3.4 4.3 Other payables 34.9 28.6 Leasing debt 0.3 3.5 Total other current liabilities 40.7 39.1
NOTE 15. TAXES
Deferred income tax assets and liabilities are offset when a legally enforceable right to offset current tax assets against
current tax liabilities exists. For 2023 a tax rate of 22% has been used when calculating the deferred tax assets and
liabilities (2022: 22%). The Group is not affected by Pillar 2.
Specification of booked deferred tax assets/ (liabilities)
(NOK million) 2023 2022 Specification net deferred tax assets/(liabilities): Deferred tax asset to be reversed after more than 12 months 768.8 784.1 Deferred tax liabilities to be reversed after more than 12 months -0.4 -4.9 Net deferred tax asset/(liabilities) 768.4 769.0 Deferred tax assets not recognised in the balance sheet -753.7 -758.8 Net deferred tax assets recognised in the balance sheet 15.1 15.1 Net deferred tax (liabilities) recognised in the balance sheet* -0.4 -4.9 *Deferred tax assets and liabilities are not offset as it is related to different tax jurisdictions.
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Reconciliation of deferred tax assets: Book value 1 January 15.1 23.4 Income statement charge relating to deferred tax assets 0.0 -8.3 Book value 31 December 15.1 15.1 Reconciliation of deferred tax liabilities: Book value 1 January -4.9 0.0 Intangible assets from acquisition of subsidiaries 0.0 -5.1 Disposal of intangible assets 4.8 0.0 Currency translation -0.4 0.0 Tax income related to depreciation of intangible assets 0.1 0.2 Book value 31 December -0.4 -4.9
Specification of deferred tax assets/ (liabilities) booked and not booked
(NOK million) 2023 2022 Deferred tax assets: Investments and receivables 0.3 0.5 Fixed assets 0.3 0.4 Intangible assets -0.4 -4.9 Losses carry forward 768.2 773.1 Deferred tax assets 768.4 769.0
Deferred income tax assets are recognised for tax losses carried forward and deductible temporary differences to the
extent that the realisation of the tax benefit through future taxable profits is probable.
Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits. The recognised deferred tax asset is
most sensitive to expected future taxable profits.
At balance sheet date, the recognition criteria in IAS 12 were met. The deferred tax asset recognised is expected to
be utilised within the next 5 years based upon on the Group’s contract portfolio and cost base as of today. The book
value of the deferred tax asset represents a minor part of the total accumulated tax losses. Reference is made to Note
4.1 for further information.
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Specification of tax income/(expense)
(NOK million) 2023 2022 Recognition of deferred tax asset 0.0 -8.3 Tax income related to depreciation of intangible assets 0.1 0.2 Net tax income/(expense) 0.1 -8.1
Reconciliation between tax charge based on the nominal statutory and actual tax rate
(NOK million) 2023 2022 Profit/(loss) before tax: 178.8 12.0 Tax calculated (22%) -39.3-2.6 Income not subject to tax 51.8 0.2 Expenses not deductible -0.1-0.2 Results from associated companies 2.3 -0.9 Tax losses for which no deferred income tax asset was recognised -14.6-4.6 Tax income/(expense) 0.1 -8.1
For 2023 a tax rate of 22% has been used when calculating the tax income / (expense), (2022: 22%).
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NOTE 16. RETIREMENT BENEFIT OBLIGATIONS
Pension cost charged to the income statement in 2023 was NOK 2.1 million (2022: NOK 2 .4 million). The defined
contribution plan had 8 participants at 31.12.2023 (2022: 41 participants).
NOTE 17. PROVISIONS
NOK million Payroll Bonus Total 1 January 2023 0.6 0.0 0.6 Arising during the year 1.5 1.9 3.4 Reversed during the year 0.0 0.0 0.0 31 December 2023 2.1 1.9 4.0 NOK million Payroll Bonus Total 1 January 2022 2.3 0.0 2.3 Arising during the year 0.0 0.0 0.0 Reversed during the year -1.7 0.0 -1.7 31 December 2022 0.6 0.0 0.6
All provisions in 2023 and 2022 are current in nature.
Payroll
Provision for 2023 is for bonus awarded, not paid, and employment tax (AGA) for the options issued. Provision for 2022 is
for employment tax.
NOTE 18. EMPLOYEE BENEFIT EXPENSE
Specification of employee expense:
(NOK million) 2023 2022 Salaries and vacation pay 23.5 24.1 Employer’s contribution tax 5.5 6.4 Pension costs 2.1 2.4 Bonus 9.0 3.0 Share based payments 8.4 6.3 Other employee benefit expense 1.3 0.4 Capitalized development costs -5.4-10.4 Total employee benefit expense 44.4 32.1 Average number of man-years 19 46
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2023 Remuneration of Senior Management:
NOK thousand Salaries Bonus Retirement benefits Other benefits Erik Sneve, CEO 2,890 4,189 194 18 Bård Olsen, CFO 1,724 937 194 524* Total remuneration paid 4,614 5,126 388 542 *NOK 507,000 due to exercising options. 2022 remuneration of Senior Management:NOK thousand Salaries Bonus Retirement benefits Other benefits Erik Sneve, CEO 2,150 2,290 184 18 Bård Olsen, CFO 1,652 147 184 18 Total remuneration paid 3,802 2,437 368 36
Retirement benefit plan was established in 2020 for the management team. No loans, pre-payments, or security
were granted to current Senior Management or any member of the Board of Directors in 2023 and 2022.
At the balance sheet date there were 1,750,000 options held by the Board of Directors and Senior Management (2022:
1,475,000 options). See note 13 for more information.
Reference is made to the ‘Statement regarding establishment of salary and other benefits for Senior Management’
for further details of remuneration of Senior Management. Remuneration of the Board of Directors:
NOK Thousand Member from Member to 2023 2022* Torstein Sanness, Executive 24 May 2017 1,210 6,919 (5,716) Chairman Hilde Ådland, Board Member 24 May 2018 310 777 (472) John Hamilton, Board Member 18 Dec 2018 370 835 (472) Total remuneration paid 1,890 8,531 (6,660) *Significant increase due to the board exercising options awarded in 2019 (option related amounts in parentheses).
Shares and options owned or controlled by the Board of Directors and Senior Management:
As of 31 December 2023, the Board members and Senior Management owned or controlled the following shares in
the Company:
Options owned or Shares owned or controlled controlled Torstein Sanness, Executive Chairman 325,000 629,442 Hilde Ådland, Board member 10,000 39,011 John Hamilton, Board member 40,000 33,837 Erik Sneve, CEO 450,000 1,173,871 Bård Olsen, CFO 125,000 75,000 Total remuneration paid 950,000 Reference is made to the ’Magnora Remuneration Report 2023’ for further details of remuneration of Senior Management.
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NOTE 19. FINANCIAL INCOME
Financial income:
NOK million 2023 2022 Interest income 15.3 7.2 Gains from investments in marketable securities 0.0 0.8 Total financial income 15.3 8.1 Financial expense: NOK million 2023 2022 Interest cost -12.6-9.7 Losses from investments in marketable securities -0.9-0.5 Total financial expense -13.5 -10.2
NOTE 20. EARNINGS PER SHARE
Basic earnings per share
Basic earnings per share were calculated by dividing the profit attributable to equity holders of the Group by the
weighted average number of ordinary shares on issue during the year.
2023 2022 Net profit/(loss) attributable to equity holders (NOK million) 192.5 12.5 Weighted avg. no. of ordinary shares on issue (thousands) 66,823 59,510 Basic earnings per share for continued operations (NOK per 2.88 0.21 share) Diluted earnings per share 2023 2022 Net profit/(loss) attributable to equity holders (NOK million) 192.5 12.5 Weighted avg. no. of ordinary shares for diluted earnings per 67,194 59,695 share (thousands) Basic earnings per share for continued operations (NOK per 2.86 0.21 share)
NOTE 21. DIVIDEND AND REPAYMENT OF CAPITAL
The annual general meeting and the Board authorised capital distribution of NOK 0.187 per share to be paid quarterly
(NOK 0.75 annually). There were two capital distributions totaling NOK 24.6 million in 2023. Capital distribution of NOK
0.187 per share was approved by the board to be paid in early March 2024. There was no capital distribution in 2022.
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NOTE 22. CASH GENERATED FROM OPERATIONS
NOK million 2023 2022 Cash flow from operating activities Profit/(loss) before tax 178.8 12.0 Adjustment for: Depreciations 6, 25, 29 1.9 1.6 Gain sale of subsidiaries 31 -249.2Share of associated companies’ financial results 7 -10.53.9 Share based payments 13 8.4 6.3 Change in marketable securities and forwards 0.0 -0.8 Change in working capital: Capitalization of development costs 29 -9.7-19.4 Trade and other receivables 10 78.4 -106.0 Trade and other payables 1.3 1.2 Other liabilities, provisions and charges 17 3.7 32.5 Cash generated from operations 3.0 -67.7
NOTE 23. RELATED PARTY TRANSACTIONS
Magnora ASA has an agreement with all subsidiaries and associated companies that allows services to be provided
between the companies at agreed upon hourly rates. Magnora had both operating revenues and expenses from
services provided between the companies that are related parties to Magnora. The total operating revenues from
associated companies in 2023 was NOK 11.8 million (2022: NOK 0.6 million).
Specification of sale to and purchases from related parties in the period:
NOK million 2023 2022 Operating revenue from associated companies 11.8 0.6 Total operating revenue 11.8 0.6 NOK million 2023 2022 Operating expenses from associated companies 0.0 0.0 Operating expenses paid to other related parties 0.0 0.0 Total operating expense 0.0 0.0
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NOTE 24. REVENUE
Operating revenue in 2023 consisted mainly of revenue from services provided to associated companies and royalty
income from the Dana Western Isles FPSO. Royalty from the Dana Western Isles FPSO constitutes 51% (15%) of total
operating revenue. Revenue from services provided to associated companies constitutes 49% (0%) of total operating
revenue.
NOK million 2023 2022 License fee (see also note 10) 12.5 87.6 Other revenue 12.1 3.5 Other operating revenue 0.0 0.6 Total operating revenue 24.6 91.7
Operating revenue from a geographic perspective:
The revenue split, based on customer location was as follows:
NOK million 2023 2022 Norway 12 0.6 Sweden 0.2 3.5 UK 12.5 87.6 Total operating revenue 24.6 91.7
NOTE 25. LEASES
The Group has office rental agreements for its offices in Oslo as of 31 December 2023 which is included as a right-of-
use asset in the financial statement.
The Group expensed NOK 0.2 million in lease and rental cost for 2023 (2022: 1.4).
Specification of changes in the period of the right-of-use assets and the lease liability:
NOK million Liability Assets Total opening balance right-to-use-assets/lease 8.7 9.0 obligations as per 1 January 2023 Addition 2.0 2.0 Depreciations* - -2.1 Lease payments -2.2- Other/currency effects 1.2 0.8 Realization due to sale of subsidiary -8.6 -8.6 Total closing balance as of 31 December 2023 1.1 1.1 *1.1 MNOK of depreciations are capitalized in the financial statements.
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NOK million Liability Assets Total opening balance right-to-use-assets/lease 0.0 0.0 obligations as per 1 January 2022 Addition due to acquisition of subsidiary 11.3 11.6 Depreciations - -2.7 Lease payments -2.6 - Other/currency effects 0.0 0.1 Total closing balance as of 31 December 2022 8.7 9.0 Interest expenses on the leasing obligation amounted to NOK 0.1 million in 2023 (0.2 million in 2022). Liabilities (NOK million) 2023 2022 Short-term liability 0.9 3.5 Long-term liability 0.3 5.2 Total closing balance as of 31 December 1.2 8.7
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NOTE 26. OTHER OPERATING EXPENSE
(NOK million) 2023 2022 Office cost (rental etc) 3.2 3.4 Consultancy (audit, tax and legal) * 53.8 38.6 Travel expenses 1.0 0.9 Other 3.4 4.5 Total other operating expense 61.4 47.4 * Specification of auditor’s fee (excl. VAT): Statutory audit 1.5 0.9 Other services 0.1 0.3 Other certification services 0.0 0.1 Total auditor’s fees 1.6 1.3
NOTE 27. MARKETABLE SECURITIES
No marketable securities were sold or held in 2023. In accordance with authorisation from the Board of Directors,
Magnora sold marketable securities during 2022 with a net gain of NOK 0.8 million.
NOTE 28. OTHER CURRENT FINANCIAL ASSETS
(NOK million) 2023 2022 Other current financial assets 25.4 23.7 Total value 25.4 23.7
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NOTE 29. INTANGIBLE ASSETS
NOK million Goodwill Option lease Technology Total Book value 1 January 2023 34.1 124.1 46.8 205.0 Additions 0.0 0.0 10.8 10.8 Realization due to sale of subsidiary -28.0 0.0 -62.4 -90.4Amortization 0.0 0.0 -0.4 -0.4Currency translation 2.3 11.1 5.1 18.5 Book value 31 December 2023 8.4 135.2 0.0 143.6 Depreciation method Infinite Linear Linear NOK million Goodwill Option lease Technology Total Book value 1 January 2022 2.0 0.0 0.0 2.0 Additions 0.0 120.3 0.0 120.3 Acquisitions 31.9 0.0 47.7 79.6 Amortization 0.0 0.0 -0.9 -0.9 Currency translation 0.2 3.8 0.0 4.0 Book value 31 December 2022 34.1 124.1 46.8 205.0 Depreciation method Infinite Linear Linear
Impairment testing of goodwill and intangible assets with indefinite useful lives
Goodwill and intangible assets with indefinite useful lives are tested annually for impairment by
comparing the carrying amount with the recoverable amount. The ratio is monitored based on what is
considered as the natural cash-generating unit (CGU) associated with each acquisition. The recoverable
amount is calculated based on the value the asset will add to it’s CGU.
The carrying amount of goodwill is allocated to the South African operations and amounts to NOK 8.4
million as of 31 December 2023. The CGU is valued based on sum value of the project portfolio. In the
project portfolio, each project is valued based on a milestone matrix which includes capacity, price per MW
and completion status. The key assumptions on which the management has based its project valuation are
price per MW (based on discussion with players in the market), capacity per project and remaining risk
per project (incl. grid connection). Fair value of the portfolio is significantly higher than the carrying value. No
reasonably possible change in key assumptions on which management has based its determination of the
unit’s recoverable amount would cause the unit’s carrying amount to exceed its recoverable amount.
The assumptions used for calculating value in use and the discount rates take into account the
specific risk connected to the CGU.
Option lease agreement
The ScotWind lease option signed by Magnora with The Crown Estate Scotland is considered to be an
intangible asset in the statement of financial position. The agreement gives Magnora the exclusive right to
perform environmental studies on the area awarded. When the requirements in the option lease
agreement, including key project consent, are met, the land lease will commence. The intangible asset
will start amortizing when the lease commences and will be amortized over the duration of the land
lease.
There are no indications of impairment related to the option lease agreement as of 31 December
2023.
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NOTE 30. BUSINESS COMBINATIONS
The Group acquired the non-controlling interest in African Green Venture Ltd in 2023 and now holds 100% of the
shares in the company. In 2022, the Group acquired the following:
ACQUISITION OF SOUTH AFRICAN SPV
Magnora and Vindr decided to split the Nordic and South African activities and discontinue the
development of Vindr Group. As part of this decision Magnora acquired African Green Venture (AGV) in
January 2022 together with the local AGV team and continue developing its wind and solar PV projects
in the region. Goodwill in the transaction is mainly related to synergies and competence of the staff,
which do not qualify for separate recognition. Goodwill will not be tax deductible. The company’s
operating revenue for the period 1 February to 31 December 2022 is NOK 0.0 million and the loss after
tax is NOK -3.0 million. If the acquisition had happened 1 January 2022, operating revenue would have
been NOK 0.0 million and the loss after tax NOK -3.2 million.
See portfolio section in Board of Directors
Report above for more details.
Cash flow regarding acquisition 2022 Consideration paid 10.5 Cash and bank deposit in the company at acquisition date - Net cashflow regarding acquisition 10.5 Minority share 0.5 Total value of acquired company 11 Identified assets and liabilities on the balance sheet recognized from the 2022 acquisition: Current assets 0.3 Property, plant and equipment 0.2 Current liabilities 0.7 Borrowings -0.2 Total net identifiable assets 1.0 Intangible assets 2.0 Deferred tax regarding intangible assets -0.4 Goodwill 8.4 Total 11.0
ACQUISITION OF EVOLAR AB
The Group acquired in April 2022 13.5% of the shares in Evolar AB, making the total Magnora ownership
63.5%. As of this transaction the ownership is fully consolidated in Group financial statements. Until 31
March 2022 Evolar AB was accounted for as an associated company in the Group accounts. The
allocation of intangible assets in the transaction is based on the cost approach according to IFRS 13.
Goodwill in the transaction is mainly related to the competence of the staff, which do not qualify for separate
recognition. Goodwill from this transaction will not be tax deductible. The company’s operating revenue
for the period 1 April to 31 December 2 0 2 2 was NOK 3.1 million and the loss after tax is NOK -10.4
million. If the acquisition had happened 1 January 2022, operating revenue would have been NOK 4.3
million and the loss after tax NOK -11.8 million.
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Cash flow regarding acquisition 2022 Consideration paid on 100% basis 75.3 Total value of acquired company 75.3 Identified assets and liabilities on the balance sheet recognized from the acquisition: 2022 Cash and bank deposits 20.2 Right-of-use-assets 12.3 Capitalized development costs 5.5 Financial assets 2.1 Trade and other receivables 2.2 Property, plant and equipment 7.4 Trade and other payables -10.5 Borrowings / lease liabilities -8.4 Total net identifiable assets 30.7 Intangible assets 24.5 Deferred tax regarding intangible assets -5.1 Goodwill 25.0 Total 75.3 Non-controlling interests 27.5 Majority interest 47.8 Book value of Magnora’s share before the transaction 43.9 Gain/loss related to realization of the associated company 3.9
NOTE 31. DIVESTMENTS
On 12 May 2023, Magnora sold all its holdings in Evolar to First Solar, Inc. for approximately USD 29 million (NOK 314
million) and additional milestone payments of up to USD 24 million (NOK 256 million based on 10.65 USD/NOK rate).
The profit and loss effects of the Evolar ownership is reflected in the Group’s financial results up until 30 April 2023. The
scope of the divestment transaction includes Evolar reaching certain milestones developing its perovskite solar cell
technology. The gain of NOK 314 million from the sale of Evolar AB is netted against the initial investment and
subsequent loans issued to fund Evolar, as well as any intercompany balances and other closing related costs that
were covered by Magnora as part of the sales agreement with First Solar, Inc. The net gain of NOK 229.6 million was
recognised as other income in the second quarter, of which NOK 4.9 million did not have a cash effect as it is subject
to certain future contingent events and reflects a best estimate at the transaction date. The Contingent
considerations were reassessed as of 31 December 2023 and the fair value of the gain is reflected in the profit and
loss statement as other income.
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The net assets of Evolar at the date of disposal were as follows: 2023 Property, plant and equipment 21.5 Technology 62.4 Right-of-use assets 8.6 Trade receivables 3.9 Bank balances and cash 1.5 Deferred tax liability -4.8 Leasing debt -6.1Current liabilities -8.7 Attributable goodwill 26.0 Disposal non-controlling interests -19.9Currency translation -3.6Net assets disposed of 80.7 Gain on disposal 229.6 Total consideration Cash and cash equivalents 314.0 Short term financing until close of transaction -8.7 Net cash received 305.4 Deferred consideration 4.9 Total consideration transferred 310.3 Net cash inflow arising on disposal: Consideration received in cash and cash equivalents 305.4 Less: cash and cash equivalents disposed of -1.5 Net cash inflow 303.9
The impact of Evolar on the group’s results in the current year was a negative result of 7,5 MNOK and a negative
result of 10,4 MNOK for the prior year.
The gain from disposal is included in operating income for the year.
On 12 July 2023, Magnora sold all its shares in one of its South African SPVs to Globeleq Africa Limited for
approximately NOK 8.9 million, with additional milestone payments of up to NOK 51 million as the project progresses
towards ready-to-build (RTB) status. The profit and loss effects of the SPV ownership is reflected in the Group’s
financial results up until 30 June 2023. The scope of the divestment transaction includes Globeleq reaching certain
milestones developing the project of the SPV. The gain from the sale of the SPV is netted against the initial investment
and subsequent loans issued to fund the SPV, as well as any intercompany balances and other closing related costs
that were covered by Magnora as part of the sales agreement with Globeleq. The net gain of NOK 11.1 million is
recognised as other income, of which NOK 3 million is subject to certain future contingent events and reflects a best
estimate as of 31 December 2023.
On 20 October 2023, Magnora closed its second transaction in South Africa, where it sold all its shares in one of its
South African SPVs to Globeleq Africa Limited for approximately NOK 6.2 million, with additional milestone payments
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of up to NOK 34 million as the project progresses towards ready-to-build (RTB) status. The profit and loss effects of the
SPV ownership is reflected in the Group’s financial results up until 31 December 2023. The scope of the divestment
transaction includes Globeleq reaching certain milestones developing the project of the SPV. The gain from the sale
of the SPV is netted against the initial investment and subsequent loans issued to fund the SPV, as well as any
intercompany balances and other closing related costs that were covered by Magnora as part of the sales
agreement with Globeleq. The net gain of NOK 7 million is recognised as other income, of which NOK 1.7 million is
subject to certain future contingent events and reflects a best estimate as of 31 December 2023.
Total other income recognised from divestments for the year:
Other income Evolar 229,6 AGV Projects 11,1 Steelport 7.0 Neptun 1.5 Total other income 249.2
NOTE 32. EVENTS AFTER BALANCE SHEET DATE
On 17 January 2024, the Magnora board of directors decided to move the licensing contract with Dana into a
separate company organised under Magnora Legacy Holding AS.
Capital distribution of NOK 0.187 per share was approved by the board to be paid in early March 2024.
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MAGNORA ASA
Income Statements
NOK million
Note
2023
2022
Operating revenue
1.10
51.0
99.6
Total operating revenue
51.0
99.6
Employee benefit expense
2
-40.2
-24.6
Other operating expense
4
-24.1
-15.1
Total operating expense
-64.3
-39.7
Operating Profit/(loss)
-13.3
59.9
Financial income
6
270.1
17.3
Financial expense
6
-10.2
-4.6
Foreign exchange gain/(loss) related to financing &
operating revenue
1.8
6.2
Net financial profit/(loss)
261.7
18.9
Profit/(loss) before tax
248.4
78.8
Tax expense/(income)
7
0.0
-8.3
Annual net Profit/(loss)
248.4
70.5
Attributable to:
Equity holders of the Company
248.4
70.5
Distribution of net profit/(loss):
Capital distribution
0.0
0.0
Transfer to equity
248.4
70.5
Annual net profit/(loss)
248.4
70.5
Earnings per share for profit/(loss) attributable to the equity holders of the Company during the year
(NOK per share):
Basic 8
3.72
1.18
Diluted 8
3.70
1.18
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MAGNORA ASA
Balance Sheet
NOK million Note 31.12.2023 31.12.2022
ASSETS
Non-current assets
Deferred income tax assets
7
15.1
15.1
Investment in Subsidiaries
9
10.5
72.7
Investment in associated companies
10
63.3
40.9
Loan to associated companies and subsidiaries
10
266.7
182.1
Other non-current assets
0.5
0.0
Total non-current assets
356.1
310.7
Current assets
Trade and other receivables
11
7.5
87.2
Cash and cash equivalents
13
328.9
167.3
Total current assets
336.4
254.5
Total assets
692.5
565.2
EQUITY
Capital and reserves attributable to equity holders of
the Company
Share capital
16
32.7
32.8
Treasury shares
16
-0.5
-0.1
Other equity
16
649.5
448.7
Total equity
681.7
481.5
LIABILITIES
Current liabilities
Overdraft facility
0.0
76.3
Trade payables
1.3
2.3
Payroll Liabilities
1.2
0.0
Provisions
14
4.0
0.6
Other current liabilities
15
4.3
4.5
Total current liabilities
10.8
83.7
Total liabilities
10.8
83.7
Total equity and liabilities
692.5
565.2
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Oslo, Norway, 28 Fe br uary 2024
The Board of Directors of Magnora ASA
Torstein
Sanness
Chairman
Hilde
Ådland
Board member
John Hamilton
Board member
Erik
Sneve
CEO
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MAGNORA ASA
Cash Flow Statement
NOK million
2023
2022
Cash flow from operating activities
Profit/(loss) before tax
248.4
78.8
Adjustment for:
Items classified as investing and financing activities
8.2
5.8
Value change marketable securities and forwards
0.0
-0.8
Write down of non-current assets
0.0
0.0
Net gain sale of subsidiary 6
-211.6
0.0
Trade and other receivable
78.3
-65.5
Trade payables
-1.0
1.8
Other liabilities, provisions, and charges
4.3
-12.9
Cash generated from operations
126.6
7.1
Cash flow from investment activities
Net purchase of investment shares
0.0
1.3
Acquisition of associated companies
-27.4
-35.1
Proceeds from sale of subsidiaries and associated companies 6
318.8
0.0
Loan to subsidiaries
-125.1
-170.9
Repayment of intercompany loans
2.0
0.0
Net cash from investment activities
168.3
-204.8
Cash flow from financing activities
Overdraft facility drawn
-76.3
76.3
Capital increase/(distribution)
-24.6
194.1
Purchase of own shares
-32.5
0.0
Treasury shares
0.0
0.4
Net cash from financing activities
-133.3
270.7
Net cash flow from the period
161.6
73.1
Cash balance at beginning of period
167.3
94.3
Cash balance at end of period
328.9
167.3
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MAGNORA ASA: NOTES TO THE
Financial Statements
ACCOUNTING
POLICIES
Magnora ASA’s (‘the Company’) financial statements have been prepared in accordance with the Accounting Act
and generally accepted accounting principles in Norway.
Magnora ASA is the parent company of the Magnora Group (‘the Group’).
The Company’s functional currency is NOK. All numbers in the financial statements are in NOK 1,000,000 unless
otherwise stated.
Principal Rule for Evaluation and Classification of Assets and Liabilities
Assets intended for long term ownership or use are classified as fixed assets. Assets relating to the operating cycle are
classified as current assets. Receivables are classified as current assets if they are to be repaid within one year after
the balance sheet date. Equivalent criteria apply to liabilities.
Current assets are valued at the lower of purchase cost and net realisable value. Current liabilities are reflected in
the balance sheet at nominal value at the establishment date.
Fixed assets are valued at purchase cost. Fixed assets whose value will decline are depreciated on a straight-line basis
over the asset’s estimated useful life. Fixed assets are written down to net realisable value if a value reduction occurs
that is expected to be permanent. Long-term liabilities are reflected in the balance sheet at nominal value on
establishment date.
Trade Receivables and Other Receivables
Trade receivables and other receivables are reflected in the balance sheet at nominal value less provision for
estimated losses. Estimated losses are provided for based on an individual assessment of each debtor.
Trade payables
Trade Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables
are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Provisions
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation because of a
past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and the
amount has been reliably estimated.
Provisions are not recognised for future operating losses. Where there are several similar obligations, the likelihood that
an outflow will be required in settlement is determined by considering the class of obligations. A provision is
recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations
may be small.
Provisions are measured as the present value of the expected expenditures required to settle the obligation using a
pre-tax discount rate that accounts for time value of money and risks specific to the obligation. The increase in the
provision due to the passage of time is recognised as interest expense.
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Tangible Fixed Assets
Fixed assets are reflected in the balance sheet and depreciated over the assets expected useful life on a straight- line
basis. Maintenance cost is expensed as incurred. Additions or improvements are added to the asset’s cost price and
depreciated with the asset. When changes in circumstances indicate that the carrying value of an asset may not be
recoverable, an impairment charge is recognised, and the asset is written down to a recoverable amount (being the
highest of net sales value and value in use). Value in use is the net present value of the expected future cash flows
generated from the asset.
Financial
Assets
Financial assets also include marketable securities classified as other current financial assets. All securities acquired
are sufficiently liquid shares to allow trading on short notice in case additional funds are needed for working capital.
Furthermore, all securities are shares traded on the Oslo, Stockholm, or other major international stock exchanges, and
as such, subject to market risks in addition to the specific risks relevant for the company each security represents. Risks
related to marketable securities are managed by daily monitoring, weekly update of the portfolio overview, and
through trading shares not meeting the risk tolerance set by the Company. Purchases and sales of marketable
securities are accounted for at trade date, and the assets are adjusted to reflect the current market value of each
security at the reporting date. Marketable securities are accounted for at fair value and reflected in the Income
Statement as financial gain or loss.
Shares in Subsidiaries and Associated Companies
In the parent company’s accounts, investments in subsidiaries and associated companies are recorded under the
cost method. Investments are written down to fair value when a reduction in value is expected to be permanent.
Dividend is recognised as income in the year the provision is made in the subsidiary. If the dividend exceeds retained
earnings, the excess represents repayment of invested capital, and dividend is deducted from the book value of the
investment in the balance sheet.
Cash and Bank Deposits
Cash and bank deposits include cash in hand, bank deposits and other short-term highly liquid investments with original
maturities of three months or less.
Currency
Cash and bank deposits, current assets, and current liabilities nominated in foreign currencies are converted to
exchange rates prevailing at balance sheet date. Realised and unrealised exchange gains and losses on assets and
liabilities in foreign currencies are included as financial items in the income statement.
Pension Plans
As of year-end 2023 the Company operates a defined contribution plan. The plan is funded through payments to the
pension company, and the Company has no further payment obligations once the contribution is paid. The
contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised
as an asset to the extent that a cash refund or a reduction in future payments is available.
Taxes
Deferred income taxes is provided using the liability method on temporary difference at balance sheet date between
the tax basis of assets and liabilities and their carrying amounts for financial reporting purpose. Tax- reducing temporary
differences and losses carried forward are offset against tax-increasing temporary differences that are reversed in
the same time intervals. Taxes consist of taxes payable (taxes on current year taxable income) and change in net
deferred taxes.
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the balance sheet date. The book value of the deferred tax asset
represents a minor part of the total accumulated tax losses of approximately NOK 1.0 billion.
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Earnings per Share
Earnings per share are calculated by dividing net profit/loss by the weighted average of the number of outstanding
shares. Shares issued during the year are weighted in relation to the period they have been outstanding.
Cash Flow Statement
The cash flow statement is prepared in accordance with the indirect method.
Revenue Recognition
Revenue comprises the fair value of the consideration receivable for the sale of goods and services in the ordinary
course of business. Revenue is shown net of value-added tax and discounts.
The Company recognises revenue when the amount of revenue can be reliably measured and in accordance with
the underlying contracts.
License revenue: License revenue is recognised in accordance with the underlying contracts.
Interest income: Interest income is recognised on a time-proportion basis using the effective
interest method.
Sales of services: Service income is recognised in line with the underlying contracts and the
amount of work executed.
Operating lease
Leases in which a significant portion of the risk and rewards of ownership are retained by the lessor are classified as
operating leases. Payments made under operating leases are charged to the income statement on a straight-line
basis over the period of the lease.
The Company has office rental agreements for its offices in Oslo as of 31 December 2023 (see note 5).
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires
management to use estimates and assumptions that impact the value of assets and liabilities as well as disclosure
notes. Such estimates and assumptions may have a significant impact on reported revenue and cost for a specific
reporting period. Actual amounts may therefore deviate from the estimates.
Contingent losses, which are likely to occur as well as quantifiable, are expensed when incurred.
NOTE 1. OPERATING REVENUE
NOK million 2023 2022
License fee
12.5
87.7
Other revenue
38.4
11.9
Total operating revenue 51.0 99.6
Operating revenue from a geographic perspective
The revenue split, based on customer location was as follows:
NOK million 2023 2022
Norway
32.8
8.6
Sweden
1.8
1.2
South Africa
3.8
2.1
UK
12.5
87.7
Total operating revenue 51.0 99.6
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NOTE 2. EMPLOYEE BENEFIT EXPENSE
Specification of employee expense:
(NOK million)
2023
2022
Salaries and vacation pay
16.2
10.0
Employer`s contribution tax
4.3
4.1
Pension costs
1.4
1.1
Bonus
9.0
3.0
Option cost
8.2
5.8
Other employee benefit expense
1.1
0.6
Total employee benefit expense
40.2
24.6
Average number of man-years
8
7
2023 remuneration of Senior Management:
NOK thousand
Salaries
Bonus
Retirement
Benefits
Other
Benefits
Erik Sneve, CEO
2,890
4,189
194
18
Bård Olsen, CFO
1,724
937
194
524*
Total remuneration paid
4,614
5,126
388
542
*NOK 507,000 due to exercising options.
2022 remuneration of Senior Management:
NOK thousand
Salaries
Bonus
Retirement
Benefits
Other
Benefits
Erik Sneve, CEO
2,150
2,290
184
18
Bård Olsen, CFO
1,652
147
184
18
Total remuneration paid
3,802
2,437
368
36
The Group has a retirement benefit plan for all employees. No loans, prepayments or security were granted to a
member of Management or any member of the Board of Directors in 2023 and 2022.
At the balance sheet date there were 1,750,000 options held by the Board of Directors and Senior Management (2022:
1,475,000 options). See note 20 for more information.
Reference is made to the ‘Magnora Remuneration Report 2023’ for further details of remuneration of Senior
Management.
NOK Thousand Member from: Member to: 2023 2022*
Torstein Sanness, Chairman
24 May 2017
1,210
6,919 (5,716)
Hilde Ådland
24 May 2018
310
777 (472)
John Hamilton
18 Dec 2018
370
835 (472)
Total remuneration paid
1,890
8,531 (6,660)
*Significant increase due to the board exercising options issued in 2019(option related amounts in parentheses).
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NOTE 3. RETIREMENT BENEFIT OBLIGATIONS
The Company is required to maintain a pension plan for its employees, as a minimum of two persons are employed
in positions of more than 75% of a fulltime position. Pension cost charged to the income statement in 2023 was NOK
1.4 million (2022: NOK 1.1 million). The defined contribution plan had 8 participants at 31.12.2023 (2022: 8
participants).
NOTE 4. OTHER OPERATING EXPENSE
(NOK million)
2023
2022
Office cost (rental etc)
3.3
2.6
Consultancy (audit, tax and legal) *
13.4
8.4
Travel expenses
0.9
0.6
Other expense
6.5
3.6
Total other operating expense 24.1 15.1
* Specification of auditor’s fee (excl. VAT):
Statutory audit
1.4
0.8
Other services
0.1
0.3
Other certification services
0.0
0.1
Total auditor’s fees 1.5 1.2
NOTE 5. LEASE AGREEMENTS
The Company has office rental agreements for its offices in Oslo as of 31 December 2023. The agreements are a total
of NOK 0.9 million per year. The Company expensed NOK 1.1 million in lease and rental cost for 2023 (2022: 1.4).
NOTE 6. FINANCIAL INCOME AND FINANCIAL EXPENSE
Currency gains and losses relating to financing activities were presented as separate line items as a financial
income/(expense) in the Income Statement.
Financial
income:
NOK million 2023 2022
Interest income
33.9
10.3
Dividend received
24.1
6.1
Gain sale of shares in subsidiaries
212.1
0.8
Total financial income 270.1 17.3
Gain from sale of shares in subsidiaries are mainly related to the sale of Magnora’s 63.5% of Evolar AB, resulting in a
gain of NOK 203.3 million and the sale of AGV Projects, resulting in a gain of NOK 6.9 million. Cash received from sales
of subsidiaries in 2023 amounts to NOK 318.8 million.
Financial
expense:
NOK million 2023 2022
Interest cost
-9.7
-4.6
Loss sale of shares in subsidiaries
-0.5
0.0
Total financial expense -10.2 -4.6
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NOTE 7. TAXES
Specification of booked deferred tax assets/ (liabilities)
(NOK million) 2023 2022
Specification net deferred tax assets/(liabilities):
Deferred tax asset to be reversed after more than 12 months
198.1
201.5
Deferred tax asset/(liability) to be reversed after more than 12
Months
0.0
0.0
Net deferred tax asset/(liabilities)
198.1
201.5
Deferred tax assets not recognised in the balance sheet
-183.0
-186.4
Net deferred tax assets/(liabilities) recognised in the balance
Sheet
15.1
15.1
Specification of deferred tax assets/ (liabilities)
(NOK million) 2023 2022
Deferred tax assets:
Investments and receivables
0.3
0.5
Fixed assets
0.2
0.3
Losses carry forward
197.6
200.7
Deferred tax assets 198.1 201.5
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Specification of tax income/(expense)
(NOK million) 2023 2022
Recognition of deferred tax asset
0.0
-8.3
Net tax income/(expense) 0.0 -8.3
Reconciliation between tax charge based on the nominal statutory and actual tax rate
(NOK million)
2023
2022
Profit/(loss) before tax:
248.4
78.8
Tax calculated (22%)
-54.6
-17.3
Income not subject to tax
51.8
1.5
Expenses not deductible
-0.1
0.0
Tax losses/gains for which no deferred income tax asset was
recognised
2.9
7.5
Tax income/(expense) 0.0 -8.3
Deferred tax assets are recognised for unused tax losses only to the extent it is probable taxable profit will be available
against which the losses can be utilised in the future. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
The deferred tax asset recognised is expected to be utilised within the next 5 years based on the company’s
contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the
total accumulated tax losses.
NOTE 8. EARNINGS PER SHARE
Earnings per share were calculated by dividing the profit attributable to equity holders of the Company by the
weighted average number of ordinary shares on issue during the year.8
2023 2022
Net profit/(loss) (NOK million)
248.4
-70.5
Earnings per share (NOK)
3.72
1.18
Earnings per share diluted (NOK)
3.70
1.18
Average no. of outstanding shares (thousands)
66,823
59,510
Weighted avg. no. of ordinary shares for diluted earnings per
share (thousands)
67,194
59,695
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value
NOTE 9. INVESTMENTS IN SUBSIDIARIES
Investment in subsidiaries as of 31 December 2023:
Subsidiaries/ associated
companies
Registered
office
Cost
price
No. of
shares
Equity
Book
value
Profit/
(loss)
Shareholder
interest
Magnora Holding AS
Norway
2,099.8
10,000
-5.0
0.0
-0.2
100%
Magnora Utvikling AS
Norway
0.0
3.000
-1.7
0.0
-1.7
100%
Magnora Offshore
Wind AS
Norway
0.1
1,000
-0.3
0.1
-18.9
80%
Magnora Offshore
Wind Holding
Limited
Scotland
0.0
1,000
-0.2
0.0
-0.2
80%
Magnora Offshore
Wind N3 Limited
Scotland
0.0
1,000
-86.9
0.0
-38.2
80%
Magnora South Africa
Projects AS
Norway
0.1
1,000
-3.1
0.1
3.1
100%
Magnora South Africa
Development AS
Norway
0.1
1,000
9.9
10.1
-0.2
100%
Magnora UK PV
Holding AS
Norway
0.0
30,000
-4.2
0.0
-3.4
100%
Total book value
10.3*
*Other subsidiaries with no operations have a total book value of NOK 0.2 MNOK
Investment in subsidiaries as of 31 December 2022:
Subsidiaries/ associated
companies
Registered
office
Cost
price
No. of
shares
Equity
Book
value
Profit/
(loss)
Shareholder
interest
Magnora Holding AS
Norway
2,099.8
10,000
-4.8
0.0
-0.5
100%
African Green
Ventures (pty) Ltd
South Africa
14.9
920
2.5
15.0
-3.0
92%
AGV Projects Limited
South Africa
2.0
1,000
0.0
2.0
0.0
100%
Magnora Offshore
Wind AS
Norway
0.1
1,000
18.6
0.1
4.4
80%
Magnora Offshore
Wind Holding
Limited
UK
0.0
1,000
0.0
0.0
0.0
80%
Magnora Offshore
Wind N3 Limited
UK
0.0
1,000
0.0
0.0
0.0
80%
Evolar AB
Sweden
55.3
1,043,836
19.9
55.3
-11.1
63.5%
Magnora South Africa
Projects AS
Norway
0.1
1,000
-6.2
0.1
-6.3
100%
Magnora South Africa
Development AS
Norway
0.1
1,000
0.1
0.1
-0.0
100%
Magnora UK PV
Holding AS
Norway
0.0
30,000
-0.8
0.1
-0.8
100%
Total book value
72.7
The book value of Magnora Holding AS was written down to zero in 2016. The company has a negative equity balance
and a result of -0.5 for the year 2022 which does not cause a reversal of the book value write down. For sale of
subsidiaries, see note 6.
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NOTE 10. RELATED PARTIES AND RELATED PARTY TRANSACTIONS
Associated companies
Registered
office
Cost
price
No. of
shares
Equity
Book
Value
31.12.23
Book
Value
31.12.22
Profit/
(loss)
Shareholder
interest
Kustvind AB
Sweden
25.4
6,375
14.7
25.4
18.0
-6.2
46%
Helios Nordic
Energy AB
Sweden
22.9
1,333,334
27.1
22.9
22.9
79.3
40%
Hafslund Magnora
Sol AS
Norway
0.0
12,000
1.0
15.0
0.0
-34.8
40%
Total book value
63.3
40.9
Magnora ASA has an agreement with all subsidiaries and associated companies that allows services to be provided
between the companies at agreed upon hourly rates. Magnora had both operating revenues and expenses from
services provided between the companies that are related parties to Magnora. The total operating revenues from
subsidiaries and associated companies in 2023 was NOK 38.4 million (NOK 11.5 million).
NOK million 2023 2022
Operating revenue from associated companies
13.7
0.6
Operating revenue from subsidiaries
24.7
10.9
Total operating revenue 38.4 11.5
NOK million 2023 2022
Operating expenses from associated companies
0.0
0.0
Operating expenses paid to other related parties
0.0
0.0
Total operating expense 0.0 0.0
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Receivables from companies in the Group:
(NOK million) 2023 2022
Magnora Holding AS
3.7
3.7
Magnora Legacy Holding AS
1.2
0.0
Magnora Utvikling AS
1.8
0.0
Magnora UK PV Holding AS
27.4
6.0
Kustvind AB
0.9
0.9
Magnora South Africa Projects AS
40.2
6.3
Magnora South Africa Development AS
5.8
0.0
AGV Projects Ltd
0.0
11.1
Hafslund Magnora
Sol
2.5
1.7
Magnora Offshore Wind AS
185.9
142.0
Magnora Offshore Wind Holding AS
2.3
0.0
Evolar AB
0.0
20.3
Receivables from companies in the Group 271.6* 192.0*
*The receivables from companies in the Group are split into NOK 266.7 million (NOK 182.1 million) loan to related parties and NOK 4.9 million
(NOK 9.9 million) other receivables.
NOTE 11. TRADE AND OTHER RECEIVABLES
NOK million 2023 2022
Trade receivables
5.0
11.2
Accrued income, not invoiced
0.0
75.4
Accrued interest
1.9
0.0
Prepayment
0.6
0.6
Total trade and other current receivables 7.5 87.2
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NOTE 12.
FINANCIAL ASSETS
No marketable securities were sold in 2023. In accordance with authorisation from the Board of Directors, Magnora sold
marketable securities during 2022 with a net gain of NOK 0.8 million. On 31 December 2023, the value of other current
financial assets held on the balance sheet was NOK 0 (2022: NOK 0).
NOTE 13. CASH AND CASH EQUIVALENTS
(NOK million) 2023 2022
Cash at bank and in hand
327.7
165.7
Restricted employees’ tax deduction fund
1.2
1.6
Total cash and cash equivalents 328.9 167.3
As of December 31, 2023, NOK 1.2 million was restricted cash (2022: 1.6).
NOTE 14. PROVISIONS
NOK million
Payroll
Bonus
Total
1 January 2023
0.6
0.0
0.6
Arising during the year
1.5
1.9
3.4
Reversed during the year
0.0
0.0
0.0
31 December 2023
2.1
1.9
4.0
NOK million
Payroll
Bonus
Total
1 January 2022
2.3
0.0
2.3
Arising during the year
0.0
0.0
0.0
Reversed during the year
-1.7
0.0
-1.7
31 December 2022
0.6
0.0
0,6
All provisions in 2022 and 2023 are current in nature.
P a y r o l l
Provision for 2023 is for bonus awarded, not paid, and employment tax (AGA) for the options issued. Provision for 2022 is for employment tax
(AGA) for the options issued.
NOTE 15. OTHER CURRENT LIABILITIES
NOK million Note 2023 2022
Payroll liabilities
2.0
1.2
Employer’s contribution tax and other taxes
2.2
2.7
Other payables
0.1
0.6
Total other current liabilities 4.3 4.5
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NOTE 16. EQUITY
NOK million
Share
Capital
Treasury
Shares
Other
Equity
Total
Equity
Equity as of 1 January 2023
32.7
-0.0
448.8
481.5
Annual profit for the period
248.4
248.4
Share based payments
8.1
8.1
Dividend declared
-24.6
-24.6
Repurchase of shares*
-0.5
-31.7
-32.2
Capital increase
0.6
0.6
Equity as of 31 December 2023
32.7
-0.5
649.5
681.7
NOK million
Share
Capital
Treasury
Shares
Other
Equity
Total
Equity
Equity as of 1 January 2022
27.9
-0.0
182.8
210.7
Annual profit for the period
70.5
70.5
Share based payments
5.8
5.8
Capital increase
4.8
0.0
189.7
194.5
Equity as of 31 December 2022
32.7
-0.0*
448.8
481.5
* As of 31 December 2023, Magnora owned 1,070,854 shares or 1.6 percent of total shares outstanding through the
share buyback program approved by the annual general meeting.
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NOTE 17. SHAREHOLDER INFORMATIONS
20 largest shareholder accounts 31 December 2023
(source: VPS)
Number of shares
Percent ownership
HAFSLUND VEKST AS
4,474,272
6.70
KING KONG INVEST AS
2,670,995
4.00
GINNY INVEST AS
2,469,144
3.70
ALDEN AS
2,217,825
3.32
F1 FUNDS AS
1,747,870
2.62
PHILIP HOLDING AS
1,648,377
2.47
F2 FUNDS AS
1,630,000
2.44
CARE HOLDING AS
1,500,000
2.25
JP MORGAN CHASE BANK
1,434,742
2.15
DNB BANK ASA
1,345,000
2.02
MP PENSJON PK
1,242,732
1.86
NORDNET LIVSFORSIKRING AS
1,166,413
1.75
ALTEA AS
1,154,944
1.73
MAGNORA ASA
1,070,854
1.60
AARSKOG, PHILLIP GEORGE
1,000,000
1.50
MORGAN STANLEY & CO.
995,839
1.49
BALLISTA AS
760,372
1.14
BAKLIEN, ÅSMUND
756,100
1.13
CLEARSTREAM BANKING S.A.
751,448
1.13
DANSKE BANK
696,752
1.04
Total, 20 largest shareholders
30,733,679
45.99
Other shareholder accounts
36,089,087
54.01
Total number of shares
66,822,766
100.00
Foreign ownership
10,154,098
15.20
NOTE 18. FINANCIAL RISK MANAGEMENT
FINANCIAL RISK FACTORS
The Company’s activities expose it to a variety of financial risks; market risk (including currency risk, interest rate risk,
cash flow interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management program
focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s
financial performance.
MARKET RISK
Foreign exchange risk
The Company operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to USD. Foreign exchange risk arises from future commercial transactions, recognised
assets or liabilities, and net investments in foreign operations when such transactions, assets or liabilities are
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denominated in a currency that is not the entity’s functional currency. Most of the Company’s revenue is in USD. To
reduce the currency risk, the Company hedged the exposure through selling USD when rates were favorable.
Credit risk
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial
institutions, as well as credit exposure to customers. The Company has one main banking relationship with a financial
institution that is currently rated Aa3, and two customers currently rated at BB and AA-.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, and the ability to
close out market positions.
The Company has implemented routines to continuously update its cash flow forecast, and the forecast is distributed
and reviewed by the Board and Senior Management at minimum monthly to be able to foresee potential adverse
effects on the liquidity and implement necessary actions to rectify the situation.
Magnora ASA is in a solid liquidity position with a cash balance of NOK 328.6 million at the balance sheet date.
NOTE 19. SHARE-BASED PAYMENTS
At balance sheet date there are 1,750,000 options (2022: 1,475,000).
In accordance with approval by the Annual General Meeting of April 25, 2023, the Board of Magnora has issued
375,000 options during 2023 to provide long-term incentives to the Board and the Management team.
NOTE 20. SHARES AND SHARE OPTIONS OWNED OR CONTROLLED BY THE BOARD OF
DIRECTORS AND SENIOR MANAGEMENT
Board members and Senior Management ownership in the Company as of 31 December 2023:
Options owned
or controlled
Shares owned or
controlled
Torstein Sanness, Executive Chairman
325,000
629,442
Hilde Ådland, Board member
10,000
39,011
John Hamilton, Board member
40,000
33,837
Erik Sneve, CEO
450,000
1,173,871
Bård Olsen, CFO
125,000
75,000
Total options outstanding for the Board and Senior Management
950,000
Reference is made to the ’Magnora Remuneration Report 2023’ for further details of remuneration of Senior
Management.
NOTE 21. DIVIDEND AND REPAYMENT OF CAPITAL
There were two capital distributions totaling NOK 24.6 million in 2023. Capital distribution of NOK 0.187 per share was approved by the
board to be paid in early March 2024. There was no capital distribution in 2022.
NOTE 22. SUBSEQUENT EVENTS
On 17 January 2024, the Magnora board of directors decided to move the licensing contract with Dana into a
separate company organised under Magnora Legacy Holding AS.
Capital distribution of NOK 0.187 per share was approved by the board to be paid in early March 2024.
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Insert Deloitte Opinion p.1
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Insert Deloitte Opinion p.2
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Insert Deloitte Opinion p.3
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Insert Deloitte Opinion p.4
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Insert Deloitte Opinion p.5
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MAGNORA REMUNERATION
Report 2023
INTRODUCTION
1.1 Background
This remuneration report (the “Report”) is prepared by the board of directors of Magnora ASA (the “Group”) in
accordance with the Norwegian Public Limited Liability Companies Act (the “Companies Act”) Section 6-16 b with
regulations. The Report contains information regarding remuneration to previous, present and future leading personnel
of the Group for the financial year of 2023 in line with the applicable requirements. The Group considers the CEO and
the CFO as its executive management team and to be comprised by the term leading personnel (“managers”) under
the Companies Act. There are no employees who are members of the board of directors of the Group or the
corporate assembly of the Group.
1.2 Highlights summary
The Group continued growing its investment portfolio and hired additional key personnel during 2023. The following key
events during 2023 relates to the goals of the executive management team:
» Disposal of Evolar AB
» Disposal of two SPVs in South Africa, confirming the opportunities available in that market
» Established Magnora Utvikling AS
» Expanded cooperation with partner in UK, growing the UK solar PV and battery portfolio
» Negotiated an agreement with new ownership for the Western Isles to be moved to the Buchan field in the UK
» Close follow-up of investment portfolio and further increase in ownership and invested amount as key milestones
were achieved
» Further development of the project and organisations in Magnora Offshore Wind, Hafslund Magnora Sol, and
Magnora South Africa.
The CEO remuneration for 2023 was based on the following KPIs 1) manage and develop the organization, 2) financial
performance of the Group, 3) manage and develop investment portfolio, 4) identify and close suitable acquisitions,
and 5) share performance. The CFO remuneration was based on 1) development of finance function and support
funding of Group, 2) follow-up of Group governance and internal control in the investment portfolio, 3) quality of
financial reporting in the Group.
There was no deviation or derogation from the remuneration policy during the reported financial year.
1.3 Overview of the last financial year
The Group continued with significant growth and value creation in 2023.
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On 12 May 2023, Magnora sold all its holdings in Evolar to First Solar, Inc. for approximately USD 29 million (NOK 310
million) and additional milestone payments of up to USD 24 million (NOK 265 million).
On 21 June 2023, the annual general meeting of Helios approved SEK 60 million (NOK 59.9 million) in dividends to the
shareholders. Magnora holds 40 percent of the shares in Helios.
The Group continued to develop its project portfolio in South Africa with additional land lease agreements for new
projects signed. In addition, two project SPVs were sold during the year, confirming the opportunities available in the
South African market, as well as the effectiveness of the Group’s subsidiary in South Africa.
In March 2023, Magnora expanded its partnership in the UK to develop Solar PV and BESS projects. At the end of
2023, the portfolio consists of 1,000 MW solar PV and BESS projects.
Hafslund Magnora Sol AS has progressed during 2023 with development of large- scale solar parks in Norway and had
at the end of the year a development team of 6 FTEs and a portfolio of 883 MW.
Kustvind AB has progressed according to the initial business plan, and Magnora has increased its ownership in the
company to 46 percent during 2023.
2.
REMUNERATION OF BOARD OF DIRECTORS
The General Meeting approves the salary and other remuneration of the Board of Directors. The directors hold no
assignment in the Group other than the Board directorship and membership of committees to the Board. The Board
of directors are not entitled to performance-related compensation. The Board members did not receive any
compensation from the Group other than the remuneration for the directorship and remuneration for the Board
committee work as described in this document. The compensation is paid quarterly. The remuneration of the Board
consists of a fixed annual fee, and reimbursement of travel expenses. The Group also holds and covers the expense
of directors’ and officers’ (D&O) insurance covering both employees and directors of the board for claims related to
their directorships in any Group company. There were no claims against any board member in 2023. The general
meeting in 2023 approved the following remuneration for the board members and members of board committees
for the period from the ordinary general meeting in 2023 to the ordinary general meeting in 2024:
Board’s Chairman: NOK 470,000
Independent Board members: NOK 310,000
Chair Audit Committee: NOK 60,000
Member Audit Committee: NOK 40,000
In addition, a fee of NOK 700,000 is paid out to the Chairman for extensive work done by him for the Company. The
chairman of the board was also granted 75,000 options.
The tables below in this section contain an overview of the total remuneration received by the board of directors, as
well as remuneration that was granted/awarded/due but not yet materialised, during the reported financial year
and previous year.
NOK Thousand Member from: Member to: 2023 2022*
Torstein Sanness, Chairman
24 May 2017
1,210
6,919 (5,716)
Hilde Ådland
24 May 2018
310
777 (472)
John Hamilton
18 Dec 2018
370
835 (472)
Total remuneration paid
1,890
8,531 (6,660)
*Significant increase due to the board exercising options issued in 2019 (option related amounts in parentheses).
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3.
REMUNERATION OF EXECUTIVE MANAGEMENT
The tables below in this section contain an overview of the total remuneration received by the Executive
Management, as well as remuneration that was granted/awarded/due but not yet materialised, during the reported
financial year and the prior years of employment for each manager. Only remuneration earned based on the role
as a leading person is comprised.
The managers have not received remuneration from other companies within the Group.
Fixed Variable
remuneration remuneration
NOK thousand
Year
Salary
Other
benefits
Bonus
Options
Pension
Total
Remuneration
Proportion
fixed/variable
Erik Sneve,
CEO
2023
2,890
18
4,189
100,000
194
7,291
42%/58%
2022
2,150
18
2,290
200,000
184
4,642
51%/49%
2021
2,027
17
2,559
100,000
176
4,779
46%/54%
2020
2,059
15
2,775
50,000
130
4,979
44%/56%
2019*
1,727
0
0
400,000
0
1,727
100%/0%
* Employment with Magnora ASA started 2 January 2019 as a consultant and assumed CEO role 16 April 2019. The actual
salary amount was 1,295,000 and has been adjusted to reflect what it would have been for the full year.
Fixed Variable
remuneration remuneration
NOK thousand
Year
Salary
Other
benefits
Bonus
Options
Pension
Total
Remuneration
Proportion
fixed/variable
Bård Olsen,
CFO
2023
1,724
524**
937
0
194
3,379
72%/28%
2022
1,652
18
147
50,000
184
2,001
93%/7%
2021
1,538
17
284
50,000
168
2,007
86%/14%
2020
1,250
15
216
50,000
129
1,610
87%/13%
2019*
1,100
0
0
0
0
1,100
100%/0%
* Employment with Magnora ASA started 22 May 2019 with a three-month transition period with the former CFO and the two
employees in the Finance Department that also were leaving the Company 31 August 2019. Position was not a full- time
position in 2019. The actual salary amount was 381,000 and has been adjusted to reflect what it would have been for
the full year if engaged full-time.
** NOK 507,000 due to exercising options.
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3.1
SHARE-
BASED REMUNERATION
The tables below contain information on the number of shares granted or offered to Executive Management for the
reported financial year and the prior years of employment for each manager. The tables include the main
conditions for the exercise of the rights including the exercise price and date and any change thereof appear.
The CEO received 100,000 options and the CFO did not receive any options during 2023.
The main conditions of share options plans
Name &
position
Specification
of plan
Performance
period
Award
date
Vesting
date
End of
holding
period
Exercise
period
Strike price
of share
Erik Sneve,
CEO
Magnora ASA
Share Option
Plan
1/4/2020
- 1/4/2023
1/4/2020
1/4/2023
1/4/2028
1/4/2023
- 1/4/2028
8
Magnora ASA
Share Option
Plan
2/6/2021
- 2/6/2024
2/6/2021
2/6/2024
2/6/2029
2/6/2024
- 2/6/2029
25.68
Magnora ASA
Share Option
Plan
27/11/2022
- 27/11/2025
27/11/2022
27/11/2025
27/11/2030
27/11/2025
- 27/11/2030
23.70
Magnora ASA
Share Option
Plan
16/6/2023
- 16/6/2026
16/6/2023
16/6/2026
16/6/2031
16/6/2026
- 16/6/2031
24.96
Information regarding the reported financial year
Opening balance
During the year
Closing balance
Name &
position
Share options
awarded at the
beginning of
the year
Share options
awarded
Share options
vested
Share options
subject to a
performance
condition
Share options
awarded and
unvested
Erik Sneve,
CEO
50,000
50,000
100,000
100,000
200,000
200,000
100,000
100,000
Total
350,000
100,000
50,000
400,000
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The main conditions of share options plans
Name &
position
Specification
of plan
Performance
period
Award
date
Vesting
date
End of
holding
period
Exercise
period
Strike price
of share
Bård Olsen,
CFO
Magnora
ASA
Share Option
Plan
25/8/2020
- 25/8/2023
25/8/2020
25/8/2023
25/8/2028
25/8/2023
- 25/8/2028
9.65
Magnora
ASA
Share Option
Plan
9/4/2021
- 9/4/2024
9/4/2021
9/4/2024
9/4/2029
9/4/2024
- 9/4/2029
26.47
Magnora
ASA
Share Option
Plan
27/12/2022
- 27/12/2025
27/12/2022
27/12/2025
27/12/2030
27/12/2025
- 27/12/2030
22.22
Information regarding the reported financial year
Opening balance
During the year
Closing balance
Name &
position
Share options
awarded at the
beginning of
the year
Share options
awarded
Share options
vested
Share options
subject to a
performance
condition
Share options
awarded and
unvested
Bård
Olsen,
CFO
25,000
25,000
25,000
25,000
25,000
50,000
33,333
50,000
16,667
50,000
50,000
50,000
Total
150,000
83,333
125,000
66,667
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4.
SHARES AND SHARE OPTIONS OWNED OR CONTROLLED BY THE BOARD OF DIRECTORS AND EXECUTIVE
MANAGEMENT
Board members and Executive Management ownership in the Company as of 31 December 2023:
Options owned
or controlled
Shares owned or
controlled
Torstein Sanness, Executive Chairman
325,000
629,442
Hilde Ådland, Board member
10,000
39,011
John Hamilton, Board member
40,000
33,837
Erik Sneve, CEO
450,000
1,173,871
Bård Olsen, CFO
125,000
75,000
Total options outstanding for the Board and Senior Management
950,000
5.
ANY USE OF THE RIGHT TO RECLAIM VARIABLE REMUNERATION
No variable remuneration was reclaimed during 2023.
6.
INFORMATION ON HOW THE REMUNERATION COMPLIES WITH THE REMUNERATION
POLICY
Please find below an explanation of how the total remuneration complies with the adopted remuneration policy,
including how it contributes to the long-term performance of the Company and information on how the performance
criteria were applied.
The Group has grown during 2023 with the establishment of new projects, and further development of existing
projects. The successful disposal of Evolar AB in May 2023 was key to secure the needed funding to implement the
strategy approved by the board. In addition to further growth in South Africa, the Group expanded its partnership in
UK in the solar PV and battery segments. Senior Management has made specific deliverables in these achievements
that have been instrumental for the Group achieving its goals.
The investments made since the Group changed from the Oil and Gas sector to the renewable energy sector, each
investment has been selected to form a diversified portfolio of companies and projects. Diversification has been a
key selection criterion to secure long-term growth of the Group and reduce its sensitivity to the performance of each
individual investment.
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Information of performance targets
Name &
position
Description of the
performance
criteria and type of
applicable
remuneration
Relative
weighting
of the
performance
criteria
a) Minimum
target / threshold
performance and
b) Corresponding
award
a) Minimum
target / threshold
performance and
b) Corresponding
award
a) Measured
performance and
b) actual award
outcome
Erik Sneve, CEO
Criterion A:
Manage and
develop Group
10%
Increase team to
match increase
in investments
Achieved – 10%
awarded
Criterion B:
Financial
performance of
Group
15%
Maintain cost
focus and ensure
adequate
funding
Achieved – 15%
awarded
Criterion C:
Manage and
develop
investment
portfolio
30%
Ensure progress
according to
business plan
agreed at time
of investment
Achieved – 30%
awarded
Criterion D:
Identity and
close new
investments
25%
2-3 investments
closed per year
Achieved – 25%
awarded
Criterion E:
Share
performance vs
peers
20%
Match % change
in share price
with peers
Achieved – 20%
awarded
Bård Olsen, CFO
Criterion A:
Development of
finance function
and support
Group funding
30%
Develop finance
function as
Group grows
Achieved – 30%
awarded
Criterion B:
Group
governance and
internal control
in portfolio
companies
30%
Follow up
portfolio
companies to
ensure key
controls are
implemented
Achieved – 30%
awarded
Criterion C:
Quality of
Group financial
reporting
40%
Ensure accurate
financial
reporting
Achieved – 40%
awarded
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7.
DEROGATIONS AND DEVIATIONS FROM THE REMUNERATION POLICY FROM THE
PROCEDURE FOR ITS IMPLEMENTATION
No deviations from the remuneration policy or the procedure for the implementation of the remuneration policy has
been applied during 2023.
8.
COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION AND COMPANY
PERFORMANCE
The table below in this Section 7 contains information on the annual change of remuneration of each individual
manager, of the performance of the Group and average remuneration on a full-time equivalent basis of employees
of the Company other than Directors since the Group was reorganised in 2019.
Annual change
2020 VS 2019
2021 VS 2020
2022 VS 2021
2023 VS 2022
Information
regarding
the recent
financial
year (RFY)
Director’s
remuneration
Erik Sneve, CEO
4,979,000 VS
1,727,000
4,779,000 VS
4,979,000
4,642,000 VS
4,779,000
7,291,000 VS
4,642,000
7,291,000
Bård Olsen, CFO
1,610,000 VS
1,100,000
2,007,000 VS
1,610,000
2,001,000 VS
2,007,000
3,379,000 VS
2,001,000
3,379,000
Company
performance
Financial metric A
Successful
investments
portfolio
companies:
3 VS 0
5 VS 3
4 VS 5
4 VS 5
Financial metric B
Income from
investments in
marketable
securities:
20.2 MNOK VS
1.5 MNOK
4.9 MNOK VS 20.2
MNOK
0.6 MNOK (6.4
MNOK distribution
from Helios) VS 4.9
MNOK
273.8 MNOK
(Distribution from
Helios and
divestments) VS 0.6
MNOK
Financial metric C**
MGN share
price:
27.4 VS 7
18.78 VS 27.4
21.2 VS 18.78
33 VS 21.2
Non-financial
metric D*
Developing
organization: 4
VS 2
Developing
organization:
10 VS 4
10 VS 10
10 VS 10
Average
remuneration on a
full-time equivalent
basis of employees
Employees of the
Group
N/A – no other
employees
in Group until
2021
N/A – no other
employees in
Group until 2021
8 VS 6
9 VS 8
* Reflects full-time resources of which some are hired-in consultants.
** Share price as of 31 December.
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9.
RECONCILIATION AGAINST ANNUAL REPORT 2023
Below is a reconciliation of total remuneration for executive management between this remuneration report and remuneration
to management other than CEO in the Annual Report 2023.
NOK Thousand
2023
2022*
Board of Directors total remuneration
1,890
8,531
CEO fixed remuneration
2,890
2,150
CEO variable remuneration
4,189
2,290
CEO share-based remuneration (number of options)
100,000
200,000
CEO pension cost
194
184
CEO other remuneration
18
18
Management other than the CEO fixed remuneration
1,724
1,652
Management other than the CEO variable remuneration
937
147
Management other than the CEO share-based remuneration
(number of options)
0
50,000
Management other than the CEO pension costs
194
184
Management other than the CEO other remuneration
18
18
Total
12,036
15,156
*Significant increase due to the board exercising options issued in 2019 (option related amounts in parentheses).
Oslo, Norway, 28 Fe br uary 2024
The Board of Directors of Magnora ASA
Torstein
Sanness
Chairman
Hilde
Ådland
Board member
John Hamilton
Board member
Erik
Sneve
CEO
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Remuneration Report p.1
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Remuneration Report p.2
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RESPONSIBILITY
Statement
We confirm, to the best of our knowledge, that the financial statements for the period January 1 to December 31,
2023, have been prepared in accordance with current applicable accounting standards, and give a true and fair
view of the assets, liabilities, financial position and profit and loss of Magnora ASA as well as the consolidated group.
We also confirm that the Board of Directors’ Report includes a true and fair review of the development and
performance of the business and the position of the Company and the Group, together with a description of the
principal risks and uncertainties facing the Company and the Group.
Oslo, Norway, 28 Fe br uary 2024
The Board of Directors of Magnora ASA
Torstein
Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik
Sneve
CEO
Magnora ASA Karenslyst Allé 6,
0278 Oslo, Norway
www.magnoraasa.com
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