Aega ASA annual report 2021 1
ANNUAL REPORT
2021
Aega ASA Annual Report 2021 2
Contents
About Aega ......................................................................................................................................................................................... 3
Letter from the CEO .......................................................................................................................................................................... 4
Board of Directors report ................................................................................................................................................................ 6
About Aega ..................................................................................................................................................................................... 6
Activities ......................................................................................................................................................................................... 6
Operations ..................................................................................................................................................................................... 7
Financial Summary ...................................................................................................................................................................... 7
Events after year-end ................................................................................................................................................................... 7
Outlook ........................................................................................................................................................................................... 8
Key risk factors .............................................................................................................................................................................. 8
Responsibility statement .......................................................................................................................................................... 11
Corporate governance in Aega ASA ....................................................................................................................................... 12
Financial statements ...................................................................................................................................................................... 17
Consolidated statement of profit and loss and other comprehensive income ........................................................... 18
Consolidated statement of financial positions ................................................................................................................... 19
Consolidated statement of cash flow .................................................................................................................................... 21
Consolidated statement of change in equity....................................................................................................................... 22
Notes ............................................................................................................................................................................................. 23
Parent company statement of profit and loss and other comprehensive income ..................................................... 48
Parent company statement of financial position ............................................................................................................... 49
Parent company statement of cash flow .............................................................................................................................. 51
Parent company statement of change in equity ................................................................................................................. 52
Notes ............................................................................................................................................................................................. 53
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 3
About Aega
investments are mainly smaller existing power plants located in Italy. Additionally, we are expanding our
renewable energy footprint through a financial investments portfolio.
The company’s head offices are in Oslo (NO) and Trento (IT).
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021 4
Letter from the CEO
Dear shareholders,
As you are aware Aega is an investment company
with industrial and financial holdings within the
solar energy sector.
We have never doubted the relevance of solar
power as a source of energy. Nevertheless, the
market has seen a quit dramatic change in
attention through 2021. Europe has sped up the
transformation of the energy mix, with governments
throughout the continent becoming more resolute
in their mean to substitute the brownest sources of
energy (especially coal) with cleaner sources and
renewable energy. This process has through 2021
contributed to more volatility and higher electricity
prices than seen in a while. On top of this the war in
Ukraine has led to an imminent need to look for
sources to substitute Russian gas on the European
continent. As most suppliers of solar energy, Aega
being one of them, sell the energy on prices that are
fixed year by year the implication doesn’t
necessarily impact the 2021 numbers much.
However, contracts for 2022 in general have mark-
ups compared to 2021. What we do see, and this
confirms our view, is the efforts put down and the
need for further energy transition is considerable.
We are therefore confident that Solar power is and
will be, a strong megatrend over the foreseeable
future in the markets that we operate.
Through 2021 we have used considerably amount
of time and effort to grow Aega’s industrial portfolio
in Italy, contributed to further develop our financial
holdings and improve our own business with the
aim of becoming better, smarter, more cost
efficient and faster in all aspects of our business.
Compared to the previous year we purchased more
capacity and increased energy production
considerably. As a result of this revenues increased
with approximately 175 percent to Euro 1,840,784
compared to Euro 667,030 in 2020. The positive
effect is even stronger on our key metric EBITDA,
that came in at Euro 389,000 versus minus 137,000
in 2020. An increase of 283 percent.
We aim to continue to grow and our next milestone
is to have a 10 MWp portfolio when we reach the
end of 2022. This will, when reached, represent a
doubling of the number of assets under
management and approximately also our
production capacity compared to end of 2021.
When I write this letter, we have already 2 new solar
parks representing an extra 1.4MWp in the portfolio.
In addition, we have signed binding offers for 2
more megawatts and given the finalized closing of
these offers we are well on our way to reach the 10
MWp milestone. The portfolio already provides us
with a significantly more robust platform for future
earnings and will enable us to capitalise on
economies of scale. Being yield-compression,
increased production, decreasing marginal cost or,
more likely, all these factors.
In 2021 our largest financial holding, Norsk Solar AS,
was listed on Euronext Growth. Aega today holds
5.4 % of the shares in this company and we are
represented on the board. Norsk Solar has come a
long way further since then and in our opinion, this
is an investment that has considerably potential for
growth. Some of you would argue that this is not
reflected in the share price development since their
listing. I agree on the part regarding the share price,
and at the same time remind you that we look at
this from a financial and industrial perspective, with
medium to long term value creation in mind. In my
opinion Norsk Solar is, just as Aega, in better shape
than ever. They have accomplished a lot over the
last 12 months and from my point of view it is
reason to be optimistic for the future on behalf of
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 5
Norsk Solar, and therefore for Aega as an investor.
The board of directors and I share the objective of
being a transparent and shareholder friendly
company. As previously mentioned, this also goes
for any changes in capital structure or financing of
Aega or its subsidiaries. Through 2022 our focus
remains, to continue to build a portfolio of
attractive assets, to strengthen our position as a
niche player in the European solar market and not
at least offer an investment opportunity for those
who are looking for exposure to a high growth
market with reasonable risk in an industry that will
continue to provide clean, renewable, and
accessible energy to businesses and households.
Going forward we will look for further renewable
investment opportunities. Our short-term focus is
our two home markets, Italy and Norwa y, in
addition we keep an eye open for possible
interesting investments within the European
Economic Community. We have an attractive deal
flow and will remain pragmatic in our investment
approach and only choose opportunities that we
believe are a good fit for Aega and our
shareholders.
Best regards,
Nils Petter Skaset
CEO
Aega ASA Annual Report 2021 6
Board of Directors report
About Aega
Aega ASA (“Aega” or the "Company") is an
investment company listed on Euronext Expand.
Aega ASA and its subsidiaries are referred to as the
Group. Aega’s current portfolio consists of industrial
and financial investments within renewable energy
in general and solar power especially.
As of 28 April 2022, the Company owns seven solar
parks located in Italy, with a combined production
capacity of approximately 9.3 GWh per year. Aega’s
industrial focus is smaller operating solar parks
(below 5MWp), meeting the Company’s strict
investment criteria. Management has identified
numerous potential investments that meet the
Company’s investment criteria and look
opportunistic on further acquisitions. The
headquarters are in Oslo (NO) and Trento (IT).
Activities
Purchase of solar parks
On 18 February 2021, Aega purchased Rio Verde
s.r.l. and S.T.A. s.r.l. These are two 1 MWp solar
parks on Sardinia. Both of the solar parks are
elevated ground mounted power plants, benefitting
from Conto Energia 4. Feed-in tariff end is 14 years
from cut-off date for Rio Verde S.r.l., and 13 years
from cut-off date for S.T.A. S.r.l., out of their
respective 20-year concession period.
On 9 March 2021, Aega purchased EnergyLife s.r.l.
This is a 1 MWp solar park located in Emilia
Romagna, Italy. The solar park is a ground mounted
power plant benefitting from conto energia 3. The
end of feed-in tariff is 10 years from cut-off date, out
of their respective 20-year concession period.
During Q4 2021 Aega signed two contracts to
acquire two additional solar parks in the Marche
region, Italy. Both parks are 1MWp parks. These
transactions were executed and completed 11.
February 2022.
Rights issue – growth plan
28 October 2021 Aega successfully completed a
rights issue with warrants of 18 million new shares
in the company. The rights issue was considerably
oversubscribed by investors and net proceeds of
NOK 27 million was raised. The proceeds will be
used to purchased additional solar parks in Italy.
The rights issues were the first step in Aega’s plan to
grow the portfolio of industrial holdings to at least
10MW. The plan will probably be conducted
through a three-step plan, where this rights issue
was the first.
Workshop for students
The last weekend in June 2021 Aega hosted a
“summer solar workshop” at our solar park in Cori,
Latina. We addressed 10 award winning students
from the Universita degli Studi della Basilicata with
intention of sharing knowledge and give insights
about the solar industry to students on the brink of
their professional career. We were assisted by
several of our Italian partners and the weekend was
a success with great feedback from students and
nice press coverage of Aega in Italy.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 7
Operations
Through 2021 the power production was as
expected and in line with business plan. We did an
upgrade at EnergyLife after our takeover, and we
also had one incident at that park that resulted in
some downtime. Most of this was covered by
insurance. Other than that, operations have
worked as planned.
Aega has a standard setup that it implements at
each new plant. This includes the operations and
maintenance, monitoring, security etc. Aega’s aim is
to maximize the cash flow from the solar parks
looking at the kWh production versus cost.
Financial Summary
In 2021, Aega’s revenue was EUR 1 840,784
compared to EUR 667,030 for 2020. The increase is
mainly driven by the acquisition of three addition
solar plants during 2021. Operating profit for 2021
was minus EUR 509,987 compared to minus EUR
562,855 for 2020.
At the end of 2021, the company had non-current
debt of EUR 7,893,853 compared to 3,103,826 at the
end of 2020. Cash and cash equivalents were EUR
4,300,351 at the end of 2021, compared to EUR
3,086,962 one year prior. The company’s liquidity is
deemed sufficient.
Total equity was EUR 10,263,994 at year-end 2021,
compared to EUR 7,656,584 one year earlier.
Events after year-end
During Q1 2022, Aega finalized two acquisitions for
Italian solar parks. Both parks in Marche region.
These two parks have a combined production of
1.4MW. These acquisitions bring the total Aega
portfolio to 6.4MW.
Towards the end of Q1, Aega also signed a binding
offer to purchase two more Italian solar parks. Both
1MWp parks. If conducted it is expected that this
transaction can be closed towards the end of Q2.
In March 2022 the first round of warrants related to
the rights issue from Q4 2021 expired out of the
money, and not giving any proceeds to Aega.
War in Ukraine
So far, the Ukrainian war has not affected Aega
operations. However, we see an even bigger
interest for solar power as the governments in
Europe have started to plan for urgent measures to
become less dependence of Russian gas. In this
respect and on a medium-term time period solar
will play a role, especially as solar power can be
built, implemented and operative faster than most
alternatives.
Corona virus
The Covid-19 pandemic has affected the entire
world through 2021. Aega’s business and
operations have not been affected significantly.
Power production from Aega’s parks continue as
normal and is unaffected by the ongoing
coronavirus situation. Nevertheless, M&A activities
in Italy have seen some new challenges, mainly
related to practical issues such as limited
possibilities to travel or meet in person. This goes
for all counterparties and partners. However, Aega
continues to pursue investment opportunities in
this market with full force.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 8
Outlook
Given the current market situation the
management and board of directors look positive
and opportunistic on new investments. This goes
for both Aega’s industrial and financial arm. The
Company has good access to deal flow and are in
negotiations with several possible sellers of solar
power plants in Italy.
The Company is in parallel evaluating other
financial investment opportunities that could fit
with Aega’s investment profile to secure value-
creation for its shareholders. It is the management’s
firm belief that Aega’s position as an agile
investment company will provide the opportunity
to create shareholder value over the next years.
Key risk factors
The Group is dependent on government
subsidies
For the Italian solar power plants investments, Aega
depends substantially (80-90% of revenue) on
government incentives (feed-in-tariff). A reduction
of government support and financial incentives for
the installation of solar power plants in Italy could
result in a material decline in revenues and possibly
the availability of investment opportunities, which
would have a material adverse effect on the
business prospects, financial condition and results
of operations of the Group.
Currency risk
main share of its operations through Italian
subsidiaries. All revenues are denominated in EUR,
while costs occur in both EUR and NOK. The
Company will therefore be exposed to currency risk,
primarily to fluctuations in EUR towards NOK. Such
fluctuations could materially adversely affect the
Company’s business, financial condition or results
of operations. In addition, at year end the main
reserves of the Company was kept in EUR.
Interest rate risk
Aega prefers to fund any acquisition of solar power
plants with debt and equity. The Company will
consider fixing its interest rate exposure. Increasing
interest rates could significantly reduce the
profitability of investing in solar power plants,
which could have a material adverse effect on the
Group’s business, prospects, financial condition
and results of operations.
Credit risk
The Company is exposed to credit risk through cash
and cash equivalents, and receivables. The
Company’s banks are mainly large Norwegian and
Italian financial institutions. The main receivables
are from GSE, a subsidiary owned by the Italian
Ministry of Economy and Finance. The risk of loss
on cash and receivables is considered to be low.
Liquidity risk
Liquidity risk is the risk of the Company not being
able to meet its obligations. The company seeks to
have a high portion of its capital employed in the
business, therefore taking liquidity risk. This risk is
considered low.
Employees, anti-discrimination and
environment
The Company had two employees as of 31
December 2020, both men. The Company seeks to
employ the best qualified person regardless of race,
gender, or sexual persuasion.
The Board of Directors consists of one woman and
two men.
The company’s activities have in 2021 been
industrial investments in solar power plants and
financial investments within the same sector. The
company aims to have a negative carbon footprint.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021 9
Corporate social responsibility
Aega observes the UN Global Compact's 10
principles in the areas of human rights, labour
rights, the environment and anti-corruption, and it
gives particular priority to the environmental
principles.
The Corporate Strategy, Corporate Governance and
the Code of Conduct Policy constitute the
fundamental steering principles in the Company.
Together these form the foundation of how we
should act and operate in the Group as well as
giving the priorities and the direction of the
Company.
Work environment
The Company has a strong focus on health, safety
and environment (HSE) for its employees,
subcontractors and customers, embedded in our
zero-accident objective. We are closely monitoring
the established procedures for operations, and on
the solar parks. Continuous efforts involve
planning, training of personnel and careful
selection of subcontractors.
The objective of zero accident applies to personnel
injuries, harm to the environment and material
damage
Environment
The Company’s main operation in the reporting
period is production of renewable energy. The
group has focus on getting as high production from
our plants as possible and minimize downtime.
Code of conduct
The Company takes a zero-tolerance approach to
modern slavery, bribery and corruption and is
committed to acting professionally and with
integrity in all our relationship and business
dealings.
The Company has not implemented specific
guidelines for social responsibility.
Corporate governance
Corporate governance is the Board of Directors’
most important instrument for ensuring that the
Company’s resources are managed in an optimal
manner and contribute to long-term value creation
for shareholders. Reference is in this regard made
to the separate presentation of the company’s
corporate governance in this annual report.
Going concern
Pursuant to section 3-3a of the Norwegian
Accounting Act, confirmation is hereby given that
the going concern assumption is realistic. That
assumption rests on the company’s financial
position, including events after the balance sheet
date, as well as profit forecasts for 2022 and the
company’s long-term strategic predictions for the
years to come.
Insurance coverage
Board liability insurance has been established for
the board members and the general manager for
their possible liability to the company and third
parties. The total insurance coverage is up to NOK
50 million (group agreement).
Allocation of profit and loss
The net loss for 2021 was EUR 296,393, total
comprehensive income was EUR 65,917 and the
Board proposes that the annual general meeting
resolves that profit is allocated to Other Reserves.
Following this allocation, the company will have an
equity of EUR 10,263,994.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021 10
Oslo, 28 April 2022
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
Aega ASA Annual Report 2021 11
Responsibility statement
The Board confirms, to the best of their knowledge, that the financial statements for the Company for 2021 have
been prepared in accordance with the with IFRSs and IFRICs as adopted by the EU and additional disclosure
requirements in the Norwegian Accounting Act, and that should be used as of 31 December 2021.
The information presented in the financial statements for 2021 gives a true and fair view of the Company’s
assets, liabilities, financial position and results for the period viewed in their entirety, and that the Board of
Directors’ report gives a true and fair view of the development, performance and financial position of the
company, and includes a description of the material risks that the Board of Directors, at the time of this report,
deem might have a significant impact on the financial performance of the Group.
Oslo, 28 April 2022
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 12
Corporate governance in Aega ASA
Implementation and reporting on
corporate governance
Pursuant to section 3, sub-section 3b of the
Norwegian Accounting Act, Aega ASA is required to
include a description of its principles for good
corporate governance in the directors’ report of its
annual report or alternatively refer to where this
information can be found. The Norwegian
Corporate Governance Board (NCGB) has issued
the Norwegian code of practice for corporate
governance (the code), which can be found at
www.nues.no. Observance of the code is based on
the “comply or explain” principle, which means that
companies must explain either how they comply
with each of the recommendations in the code or
why they have chosen an alternative approach. The
Oslo Stock Exchange requires that listed companies
provide an annual explanation of their corporate
governance policy in line with the applicable code.
The following presentation of Aega ASA's corporate
governance follows the same structure as the code.
The business
Aega is an investment company listed on Euronext
Expand in Oslo. The Company has two main
business areas. One that focuses on acquisitions of
smaller existing solar parks (below 5MWp capacity)
in Italy. This is defined as Aega’s industrial
investments. The other area is financial investments
within renewable energy in general, and solar
power especially.
In Aega ASA’s articles of association the company’s
activities and purpose is defined as “Investments in
and ownership of companies within the solar
energy industry and all activities related to this. The
company may also invest in financial instruments,
mainly in shares, equity certificates and derivatives
of these, and engage in activities in relation to this.
Equity
Total equity as of end 2021 was EUR 10,263,994,
and the number of outstanding shares was
66,375,949, all with equal rights and listed on
Euronext Expand.
Equal treatment of shareholders and
transactions with associated parties
Share class
All outstanding shares of Aega ASA are of the same
share class, carry the same rights to dividends and
carry one vote.
Transactions with associated parties
Should Aega ASA be a party to a transaction with
parties associated to the company or with
companies in which directors or senior executives,
or their close associates, have a significant interest,
directly or indirectly, the parties concerned must
immediately notify the board. All such transactions
must be approved by the board and, where
required, also the general meeting. Such
transactions must also, where required, be reported
to the market. In the event of any not immaterial
transactions between the company and associated
parties, the board will arrange for a valuation to be
obtained from an independent third party. See note
6 for related party transactions. All related party
transactions during the year have been approved
by the board and are in accordance with arm length
principles.
Own share transactions
Aega ASA holds no own shares.
Aega ASA Annual Report 2021 13
Conflicts of interest
The company has guidelines for handling of
conflicts of interest. If a board member or executive
has other commitments or interests that may result
in a conflict of interest on a more regular basis, or in
other extraordinary circumstances, additional
procedures for the board’s proceedings will be
implemented, in order to avoid that such conflicts
of interest occur.
Freely negotiable shares
The Aega ASA share is listed on Euronext Expand.
All shares are freely negotiable. The articles of
association impose no restrictions on the
negotiability of the shares.
General meetings
The general meeting is Aega ASA’s highest
authority. The board endeavours to ensure that the
general meeting is an effective forum for
communication between the board and the
company’s shareholders. As a result, the board
seeks to facilitate the highest possible participation
by the company’s shareholders at the general
meeting. The company’s general meetings in 2020
were held in accordance with the Norwegian Public
Companies Act.
The general meeting is normally held before 1 June.
Notice of the meeting is published in a stock
exchange announcement and sent to all
shareholders no later than 21 days before the
general meeting. The notice and supporting
documentation for items on the agenda are also
published on the company’s website no later than
21 days before the general meeting.
Provision is made to vote in advance of the
company’s general meeting. Shareholders who
cannot attend the general meeting in person are
able to appoint a proxy to vote on their behalf. In
the proxy form the shareholder can also give the
proxy instructions on how to vote on each agenda
item.
The board determines the agenda for the general
meeting. However, the most important items on the
agenda are dictated by the Public Companies Act
and the company’s articles of association. Minutes
of the meetings are published in stock exchange
announcements and posted to the company’s
website.
Nomination committee
The nomination committee submits justified
recommendations to the general meeting on the
election of directors and nominates candidates for
the election of board members and chair.
Furthermore, the committee will submit proposals
for the remuneration of directors and recommend
members to the nomination committee.
Establishment of the committee is stipulated in the
articles of association, and its work is regulated by
instructions adopted by the general meeting.
Nomination committee members are independent
of the board and the company’s executive
management.
Members of the committee receive a fixed
remuneration, which is not dependent on results.
The general meeting decides on all
recommendations made by the committee.
Corporate assembly and board of
directors: composition and independence
Aega ASA does not have a corporate assembly.
The board is organized in accordance with the
Public Companies Act, with one woman and two
men, all elected by the shareholders.
Aega ASA regards all its board members as
independent of the company’s executive
management. The board members are also
regarded as independent from all significant
business partners and the Company's main
shareholders.
Aega ASA Annual Report 2021 14
For list of shares held by management and board of
directors see note 5.
The board members and chair are elected by the
general meeting and are elected for two-year terms.
Elections are conducted in such a way that new
directors can join the board every year.
The work of the board of directors
The board is responsible for the management of the
Company, and the board’s work is regulated by
instructions. The board is responsible for the
management of the Company, which includes
determining the Company’s strategy and overall
goals, approving investments and ensuring an
acceptable organization of the business in line with
the Company’s articles of association. The board
can also determine guidelines for the business and
issue orders in specific cases. The board members
must look after Aega ASA’s interests as a whole, and
not their individual interests.
The board shall keep itself updated on the financial
position of the company, and ensure that the
business, accounts and management are under
assuring quality control. The board makes
enquiries, if necessary, to perform its oversight
responsibility. The board shall make such enquiries
at the request of one or more board members. The
board oversees the work of the executive
management.
The board conducts an annual evaluation of its
work, competence and performance.
The board of directors are the remuneration
committee for the CEO.
The board has evaluated the need for an audit
committee, and for the time being decided that the
Board shall function collectively as the audit
committee.
Instructions for the board’s work
The company has instructions for the board's work.
It contains the following main points; the board’s
responsibilities and duties, the executive
management’s obligations to inform the board, and
guidelines for the board’s proceedings.
Division of duties between the board and the
executive management
A clear division of responsibility has been
established between the board and the executive
management. The chair is responsible for ensuring
that the work of the board is conducted in an
efficient and correct manner in accordance with
relevant legislation. The CEO is responsible for
operational management of the Company and
reports regularly to the board.
The mandate and responsibilities of the chief
executive officer is regulated in the management
agreement. The board oversees the fulfilment of the
agreement.
Financial accounting
The accounting is outsourced to an external
accounting firm. The board receives financial
reporting for the Company and the Group quarterly.
Financial and performance reports from the solar
plants are received more frequently. All these
reports constitute the foundation for the evaluation
and potential adjustments of the Company's
strategic goals. The reports also form the basis for
the Company's external financial reporting. External
financial reports are approved by the board.
The board ensures that the auditor fulfils a
satisfactory and independent control function. It
presents the auditor’s report to the general
meeting, which also approves the remuneration of
the auditor.
Aega ASA Annual Report 2021 15
Plan for the board's work
The board focuses on the company’s objectives
and strategy, and the implementation thereof, and
every year the board sets a plan for the board
meetings for the coming year. In addition to the
planned meetings, the board is summoned for extra
meetings if needed. All board members receive
background information related to the agenda
points well in advance of the meeting. The board
members are free to consult the administration if
needed. Normally the CEO summons the board,
and the agenda is set by the CEO and the chair. The
administration is responsible for preparing
background material for the board meetings.
Confidentiality
The board’s proceedings and minutes are
confidential, unless the board decides otherwise.
Risk management and internal control
The board receives financial and operational
reporting from management regularly and
evaluates the operational and financial
performance up against the assumptions in the
projections underlying the initial investment
decision and the investment criteria. The board
makes a yearly evaluation of company risk, risk
control and internal control including in relation to
the financial reporting process.
Managing investment risk
The company's investment criteria contain strict
limitations on investment risk, and each investment
case must pass a rigorous due diligence before the
management company makes an investment
recommendation to the board. The investment
process is designed to minimize the risk of an
investment turning out to not meet the financial
goals set for the investments.
Remuneration of the board of directors
The nomination committee recommends the
directors’ fees to the general meeting, and takes
account of their responsibility, qualifications, time
spent and the complexity of the business. Directors’
fees are not profit-related or in any other way linked
to the Company's performance. Aega ASA has not
issued any options to its directors.
Remuneration of executive management
The Note 17 statement on the remuneration for
senior executives highlights the remuneration
policies adopted by the company.
Information and communication
Aega ASA keeps shareholders and investors
regularly informed about its commercial and
financial status. The board is concerned to ensure
that actors in the stock market receive the same
information at the same time, and all financial and
commercial information is accordingly made
available on the Company’s website. Stock
exchange announcements are distributed through
www.newsweb.no.
The annual financial statements for Aega ASA are
made available on its website at least three weeks
before the general meeting. The Company
publishes an annual financial calendar which is
available on the Oslo Stock Exchange website.
The board gives emphasis to openness and equal
treatment in relation to all players in the market
and strives always to give as correct a picture as
possible of the Company’s financial position.
The board has established guidelines for handling
of inside information, such as the Company's
reporting of financial and other information. These
guidelines also guidance for the Company's contact
with shareholders other than through general
meetings.
Aega ASA Annual Report 2021 16
Takeovers
Aega ASA’s articles of association contain no
restrictions on or defence mechanisms against the
acquisition of the Company’s shares, and the
company has no internal guidelines that limits a
takeover. In accordance with its general
responsibility for the management of Aega ASA, the
board will act in the best interests of all the
Company’s shareholders in such an event. Unless
special grounds exist, the board will not seek to
prevent takeover offers for the Company’s business
or shares. Should an offer be made for the shares of
Aega ASA, the board will issue a statement, which
recommends whether shareholders should accept
it. If necessary, the board will also make available
an independent third-party assessment of the
takeover offer.
Auditor
The auditor is elected by the general meeting. The
annual financial statements are audited by
PricewaterhouseCoopers AS. The board receives
and considers the auditor’s report after the
financial statements for the relevant year have been
audited. The auditor submits an annual plan for the
conduct of audit work and attends board meetings
when the consideration of accounting matters
requires its presence. In at least one of these
meetings, the auditor makes a presentation to the
board without the executive management being
present. The auditor presents a declaration of
independence and objectivity. Relations with the
auditor are regularly reviewed by the board to
ensure that the auditor exercises an independent
and satisfactory control function. The board
presents the auditor’s fee to the general meeting for
approval by the shareholder
Oslo, 28 April 2022
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
Aega ASA Annual Report 2021 17
Financial statements
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 18
Consolidated statement of profit and loss and other comprehensive
income
(EUR)
Note
2021
2020
Feed-In Tariff revenue
2
Sales of electricity
2
Revenues
Personnel expenses
3,5
-435 070
-210 333
Other operating expenses
4,5
-1 016 393
-593 763
Depreciation and amortization
13,15
-899 309
-425 789
Operating expenses
-2 350 771
-1 229 886
Operating profit
-509 988
-562 856
Finance income
8
Finance costs
8
-247 202
-66 413
Net foreign exchange gain/(losses)
8
-233 681
Profit before income tax
-221 062
-130 174
Income tax
7
-75 331
-56 428
Profit for the period
-296 393
-186 602
Earnings per share continuing operations
9
-0.01
Basic and diluted earnings per share
9
-0.01
Avg. no of shares
10
Other comprehensive income
Items that may be reclassified to profit and loss
Translation differences
1.5.1.3
-249 377
Total comprehensive income
-435 980
Profit for the period attributable to:
Equity holders of the parent company
-435 980
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 19
Consolidated statement of financial positions
(EUR)
Note
31.12.2021
31.12.2020
ASSETS
Property, plant and equipment
12,13
Right-to-use assets
12,15
Financial investments
16
Other long term assets
14
Non-current assets
Receivables
14
Other current assets
14
Cash and short-term deposits
14
Current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Share capital
10
Share premium
10
Paid in capital
Miscellaneous other equity
-4 597 778
-4 301 385
Foreign Currency translation reserve
-260 571
Other equity
-4 496 039
-4 561 956
Total equity
Long term loans
14
Leasing
14,15
Total non-current liabilities
Leasing
14,15
Trade payables and other payables
14
Short term financing
14
Current tax
7
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 20
Oslo, 28 April 2022
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
Aega ASA Annual Report 2021 21
Consolidated statement of cash flow
(EUR)
Note
2021
2020
Profit before tax
-221 062
-130 174
Paid income taxes
7
-61 453
Depreciation
12
Changes in trade receivables and trade payable
-87 211
Changes in other accruals
-77 140
Fair value adjustment financial assets
8
-704 054
Cash flow from operations
-21 778
Acquisition net of cash acquired
12
-344 131
-1 573 768
Financial investments
16
-176 301
-1 910 154
Cash flow from investments
-520 433
-3 483 922
Dividends or shareholder distributions
-181 222
Proceeds from issue of shares
10
Sale of treasury shares
10
Lease payments
15
-345 966
-38 300
Repayment of loans
14
-439 928
-395 498
Cash flow from financing
-615 020
Cash at beginning of period
Net currency translation effect
-249 377
Net increase/(decrease) in cash and cash equivalents
-3 967 678
Cash at end of period
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 22
Consolidated statement of change in equity
(EUR)
Share
capital
Share
premium fund
Other
equity
Currency
translation
reserve
Total
equity
Equity 31.12.2020
-4 301 385
-260 571
Profit (loss) after tax
-296 393
-296 393
Sale of own shares
Share rights issue
Other comprehensive income
Equity 31.12.2021
-4 597 778
(EUR)
Share
capital
Share
premium fund
Other
equity
Currency
translation
reserve
Total
equity
Equity 31.12.2019
-4 114 783
-11 193
Profit (loss) after tax
-186 602
-186 602
Other comprehensive income
-249 377
-249 377
Capital repayment
-181 222
-181 222
Equity 31.12.2020
-4 301 385
-260 571
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 23
Notes
General information
The parent company was listed on Euronext Expand in 2011. The consolidated financial statements for Aega
ASA, including disclosure requirements for the accounting period ended 31 December 2020, were approved by
the Board of Directors and CEO on 28 April 2022.
Note 1: Basis for preparation
The consolidated financial statements for the financial year 2021 have been prepared in accordance
International Financing Reporting Standards (IFRS) as adopted by the European Union and interpretations
issued by the International Accounting Standards Board (IASB) that are relevant to the Group. In compliance
with the Norwegian Accounting Act, additional disclosure requirements are included in the notes to the financial
statements. The financial statements have been prepared on a historical cost basis, except for financial assets
measured at fair value.
All amounts are presented Euro if not otherwise stated.
1.1. Going concern
The annual accounts have been prepared based on the going concern assumption. This is based on the group’s
plans, budgets and level of activity going forward.
1.2. Segment reporting
For management purposes, the group is organised into one segment, the Italian solar power business.
Since the company only has one segment it does not publish separate segment reporting.
1.3. Approved IFRSs and IFRICs with effect for the group
A number of new standards and amendments to standards and interpretations are effective for annual periods
beginning on or after 1 January 2021. None of these have significant effect on the consolidated statements of the
Group.
1.4. Use of estimates and assumptions
The preparation of financial statements in accordance with IFRS requires management to make estimates,
judgments and assumptions that both affect the application of accounting principles and the reported amounts
of assets, liabilities, revenues and costs. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the circumstances.
Actual results may differ from the estimated amounts. Estimates, judgments and underlying assumptions are
continuously assessed. Changes in estimates are recognized in the accounting period when the estimates are
changed and in future accounting periods affected by the changes.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 24
Key areas for judgments, assumptions and estimates at the balance sheet date, which have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
discussed in the respective notes.
1.5. Significant accounting principles
The accounting principles have been consistently applied in all periods for all the group companies. Where
required, the subsidiaries’ financial statements have been adjusted to ensure consistent accounting principles
within the Group.
1.5.1. Foreign currency
1.5.1.1. Functional currency and presentation currency
The group’s presentation currency is the Euro (EUR) and the parent company’s functional currency is the
Norwegian Krone (NOK).
1.5.1.2. Consolidation
The accounts of any unit in the group which uses a functional currency deviating from the group’s functional
currency are translated to NOK as follows:
• Assets and liabilities are translated at the foreign exchange rate at the balance sheet date,
• The income statement is translated at average exchange rates for the period, and
• All exchange differences are booked to other comprehensive income
On disposal of a foreign operation, the accumulated translation differences relating to the subsidiary are
recognised in the statement of profit and loss.
Translation differences arising from the translation of a net investment in foreign operations are specified as
translation differences in the statement of equity.
The functional currencies of the group entities are NOK and EUR. At year end, the statement of financial position
was converted from functional currency to presentation currency EUR using 9,99 and 10,47 for 31 December 2021
and 2020 respectively.
The group consolidates all subsidiaries at the Aega ASA level.
1.5.1.3. Transactions and balances in foreign currency
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in
a foreign currency are translated into the functional currency using the exchange rate applicable at the end of
the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
Change in exchange rates are recognised in the statement of comprehensive income as they occur during the
accounting period. These changes are likely to be reversed in the profit and loss going forward.
Aega ASA Annual Report 2021 25
1.5.2 Fixed assets
The group’s property, plant and equipment are stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All
other repairs and maintenance are charged to profit or loss during the reporting period in which they are
incurred.
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period. Acquisition of solar parks SPVs are considered as acquisition of fixed assets.
1.5.3 Leasing
The group leases office space and land related to solar power plants. Office leases are typically made for fixed
periods. Land lease agreements will normally have a duration equal to the Feed-in-tariff period of the associated
plant.
Contracts may contain both lease and non-lease components. The group allocates the consideration in the
contract to the lease and non-lease components based on their relative stand-alone prices.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of lease payments over the leasing period.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a
straight-line basis.
Note 2: Revenue recognition
The group derives the following types of revenue:
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair
value of the consideration received or receivable, considering contractually defined terms of payment and
excluding taxes or duty.
(EUR)
2021
2020
Feed-In Tariff revenue
1 352 686
549 283
Sales of electricity
488 098
117 747
Revenues
1 840 784
667 030
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 26
From solar power plant operations, the group has two main sources of revenue:
Feed-in Tariff (FiT)
The Feed-in Tariff is a fixed nominal fee that is paid to the operator of a solar power plant for each kWh of
produced electricity over the 20-year contract period. Payment of FiT is managed by Gestore dei Servizi
Energetici (“GSE”), which is a governmental agency with the purpose of promoting and supporting renewable
energy sources in Italy. The fixed Feed-in Tariff received from GSE typically represents approximately 80-90% of
the solar power plant revenues. The payment is settled once a year based on production the previous year.
From an accounting perspective Aega recognises full Feed-in Tariff when the electricity is produced.
Sales of electricity
The actual wholesale price of electricity is paid to the operator of a solar power plant for each kWh of produced
electricity the system feeds into the grid.
Revenue from the sale of electricity is recognised once delivery has taken place and the risk and rewards of
ownership have been transferred.
Note 3: Personnel expenses
Payroll and related expenses
2021
2020
Salaries and vacation pay
314 105
109 158
Social security tax
36 144
35 625
Pension expense
26 215
6 006
Remuneration to the Board of Directors and nomination committee
58 606
59 544
Total payroll and related expenses:
435 070
210 333
In 2021 the group had two average work years employed compared to one in 2020.
The Company has a defined contribution pension scheme that complies with the Norwegian occupational
pension legislation (called “OTP”). The pension contributions were 2 % for the Company in 2021. The retirement
age for all employees, including the management, is 70 years. The Group is obliged to have an occupational
pension scheme pursuant to the Act on Occupational Pensions. The Group's pension plans meet the
requirements of this Act.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 27
Note 4: Remuneration to auditors
(EUR)
2021
2020
Statutory audit
82 490
35 585
Other assurance services
3 500
2 500
Total remuneration to auditors
85 990
38 085
The Group is audited by PricewaterhouseCoopers.
Note 5: Remuneration to management and Board of Directors
Remuneration to the Board of Directors:
All numbers in NOK
Board remuneration
Other expensed
benefits
Name
Position
Periode served to/from
2021
2020
2021
2020
Halldor Christen Tjoflaat*
Chairman
From 28 December 2017
250 000
249 316
835 938
426 000
Jan Peter Harto**
Member
From June 2020
150 000
87 260
20 000
20 000
Kristine Malm Larneng
Member
From 28 December 2017
150 000
150 000
0
0
*In addition to his role as Chairman of Aega ASA, Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as
sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. This structure is implemented to reduce
management resources spent on following up the Italian SPVs.
**In addition to his role as board member of Aega ASA, Mr. Harto has received remuneration for his role in the nomination committee.
Remuneration to management:
All numbers in NOK
Salary
Other expensed
benefits
Name
Position
Periode served to/from
2021
2020
2021
2020
Nils Petter Skaset*
CEO
From February 2020
1 800 000
0
5 188
620 000
*Mr. Skaset was appointed CEO from 1 February 2020. Mr.Skaset was hired from his controlled company Brezza AS in 2020 and began his
employment in Aega ASA 1 January 2021.
Aega ASA Annual Report 2021 28
Shares held by the board of directors and management as of 31.12.2021
Person
Role
Ownership with control
Halldor Christen Tjoflaat
Chair
Through Mamalao AS, controls 86 643
shares (0,1 percent).
Through RYBO NOR AS, controls 1 738
735 shares (2,6 percent).
Jan Peter Harto
Board member
Through Jan P Harto AS controls 1 210
566 shares (1,8 percent).
Nils Petter Skaset
CEO
Through Brezza AS, controls 782 793
shares (1,2 percent).
Ingebrikt Bjørkhaug
CFO
Owns directly 313 807 shares (0,5
percent).
Fabio Buonsanti
COO
Owns directly 48 745 shares (0,1
percent).
Note 6: Related party transactions
Related party transactions are transfers of resources, services or obligations between the reporting entity and a
related party, regardless of whether a price is charged.
The Company has given a loan of NOK 3 million to Bolshøyden AS. The chairman Mr. Tjoflaat, of Aega ASA is also
chairman of Bolshøyden AS. Accrued interests of NOK 945,000 was paid to Aega in Q-4 2021, and NOK 1,5 million
of the loan was repaid in Q1-2022. The loan has an interest rate of 15% and is secured with first priority lien in a
property of about 59,000 square meters positioned outside Molde on Bolsøya (1502-19/59).
In addition, Aega ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the
chairman Mr. Tjoflaat. The agreement is a back-to-back rent agreement with a potential 2% margin to cover cost
of the renting company.
Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all
subsidiaries and with special responsibility for the Italian subsidiaries. The remuneration for 2021 was NOK
835 938.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 29
Note 7: Tax
Income tax expense consists of current tax and changes to deferred tax. Current tax comprises the expected tax
payable on the taxable income for the year. Current tax is measured using tax rates enacted or substantively
enacted at the reporting date. Deferred tax liability/tax asset is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. Temporary differences related to investments in subsidiaries where the group controls when
the temporary differences are to be reversed and this is not expected to take place in the foreseeable future is
not recognized. Deferred tax assets are recognised when it is probable that the company will have a sufficient
profit for tax purposes in subsequent periods to utilise the deferred tax asset.
The company recognise previously unrecognised deferred tax assets to the extent it has become probable that
the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the
extent that the company no longer regards it as probable that it can utilise the deferred tax asset. Deferred tax
liability and deferred tax asset are measured at the tax rates that are expected to be applied to temporary
differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax liability and deferred tax asset are recognised at their nominal value and classified as non-current
asset and liability in the balance sheet. Deferred tax asset and deferred tax liabilities are offset only if certain
criteria are met. Tax payable and deferred tax are recognised directly in equity to the extent that they relate to
equity transactions.
Aega ASA Annual Report 2021 30
Amounts recognised in statement of profit and loss:
Reconciliation expected and actual tax expense
2021
2020
Profit before tax
-221 062
-130 174
Calculated tax (22%)
48 634
28 638
Tax effect permanent differences
154 892
0
Deferred tax asset not recognised
-273 356
-82 726
Difference in tax rate between countries
-5 500
-2 340
Actual tax expense
-75 331
-56 428
Effective tax rate
34 %
-43 %
Income tax expense
2021
2020
Income tax payable
-75 331
-56 428
Income tax set of by deferred tax
0
0
Income tax expense
-75 331
-56 428
Tax payable
2021
2020
Income tax payable
94 320
61 453
Tax payable
94 320
61 453
Tax assets recognized
2021
2020
Deferred tax asset
0
0
Total tax assets
0
0
Tax asset not recognized in the balance sheet
2 131 347
1 913 082
The Norwegian operations has tax loss carry forward that are not recognized in the balance sheet. It is uncertain
if the group will be able to utilise the tax loss since investment gains in Norway stemming from equity
instruments are not taxable.
Aega ASA Annual Report 2021 31
Note 8: Financial income and expense
Financial income consists of interest income on financial investments, gains related to the disposal of financial
investments and changes in the fair market values of financial assets at fair value through profit and loss. Interest
income is recognized by applying the effective interest rate method.
Financial expenses consist of interest expense on financial instruments, finance charges in respect of finance
leases and changes in the fair market values of financial assets at fair value through profit and loss.
Currency gains and losses are reported net.
(EUR)
2021
2020
Interest income
54 405
40 818
Derivatives
11 350
0
Fair value adjustment of shares
704 054
0
Total finance income
769 809
40 818
Interest expense
-247 202
-66 413
Other financial cost
0
0
Total finance costs
-247 202
-66 413
Net foreign exchange gain/losses
-233 681
458 276
Note 9: Earning per share
Basic earnings per share is calculated by dividing the majority shareholders’ share of the profit/loss for the
period by the weighted average number of ordinary shares outstanding over the course of the period.
The Company has 36 million warrants outstanding, issued in 2021. 18 million warrants give the right to subscribe
for one share in the Company on 10 March 2022 with a nominal value of NOK 1 at a subscription price of NOK
1.70. Another 18 million warrants give the right to subscribe for one share in the Company on 16 June 2022 with a
nominal value of NOK 1 at a subscription price of NOK 1.90. See note 10 for further details.
2021
2020
Ordinary shares
66 375 949
48 375 949
Potential shares warrants
36 000 000
2 000 000
Profit for the year EUR
-296 393
-186 602
Basic earnings per share
-0.01
0.00
Diluted earnings per share
-0.00
0.00
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 32
Note 10: Share capital and shareholder information
Ordinary shares are classified as equity. Financial instruments are classified as equity in accordance with the
underlying economic realities. Amounts distributed to holders of financial instruments that are categorized as
equity, will be recorded directly in equity.
Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax
expenses.
Dividend distributions to the shareholders of the Company are classified as liability from the date on which the
dividend is adopted by the general meeting.
General
As of 31 December 2021, Aega ASA had a share capital of NOK 66,375,949 comprising 66,375,949 shares with a par
value of NOK 1. Aega ASA has only one share class. All shares have equal voting rights and rights to dividends
from the Company. All shares are fully paid.
Warrants
On 4 November 2021 the Company issued 18 million new shares in the Company with a subscription price of
NOK 1.50, whereby each new share was offered with the addition of two warrants.
The first Warrant gives the right to subscribe for one additional share in the Company on 10 March 2022 with a
nominal value of NOK 1 at a subscription price of NOK 1.70. The second Warrant gives the right to subscribe for
one additional share in the Company on 16 June 2022 with a nominal value of NOK 1 at a subscription price of
NOK 1.90.
The following primary insiders, including their close associates, was allocated shares and in the Company at the
subscription price of NOK 1.50 in accordance with allocation principles set out in the Prospectus:
Fabio Buonsanti, COO in the Company, was allocated 13,219 shares and corresponding warrants.
Ingebrikt Bjørkhaug, CFO in the Company, was allocated 73,807 shares and corresponding warrants.
Brezza AS, a company 100% owned by Nils P. Skaset, CEO in the Company, was allocated 250,000 shares and
corresponding warrants.
Jan P Harto AS, a company controlled by Jan P. Harto, board member in the Company, was allocated 400,000
shares and corresponding warrants.
Halldor Chr. Tjoflaat, chairperson of the board in the Company, was allocated 100,000 shares and corresponding
warrants. Rybo Nor AS, a company 100% owned by Halldor Chr. Tjoflaat, chairperson of the board in the
Company was allocated 403,730 shares and corresponding warrants.
All shares and corresponding warrants allocated to primary insiders were held by the primary insiders on 31
December 2021.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 33
Own shares
Aega ASA holds no own shares as of 31.12.2021. 325,116 own shares were sold in 2021.
20 Largest Shareholders 31.12.2021
Shareholders
Share
Percentage
ASBJØRN JOHN BUANES
2 086 470
3,14 %
RYBO NOR AS
1 738 735
2,62 %
ERIK WAHLSTRØM
1 651 164
2,49 %
MORO AS
1 622 777
2,44 %
NORDNET LIVSFORSIKRING AS
1 583 058
2,38 %
THORVALD MORRIS HARALDSEN
1 372 100
2,07 %
NORDNET BANK AB
1 234 740
1,86 %
JAN P HARTO AS
1 210 566
1,82 %
SPC INVEST AS
1 190 940
1,79 %
FIN SERCK-HANSSEN
1 160 741
1,75 %
ZAFER KARA
1 000 000
1,51 %
KÅRE REIDAR JOHANSEN
844 722
1,27 %
OLAV VESAAS
836 142
1,26 %
BREZZA AS
782 793
1,18 %
ROALD ARNOLD NYGÅRD
753 720
1,14 %
SANDBERG JH AS
750 994
1,13 %
VESOLDO AS
690 880
1,04 %
PENTHOUSE MIRADORES AS
666 666
1,00 %
JAN STEINAR NEREM
632 069
0,95 %
RACCOLTA AS
608 000
0,92 %
Total 20 largest shareholders
22 417 277
33,77 %
Aega ASA outstanding shares
66 375 949
100,00 %
Aega ASA Annual Report 2021 34
Note 11: Interests in other entities
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the group obtains
control, and continue to be consolidated until the date when such control ceases. The acquisition method is
applied when accounting for business combinations. A change in the ownership interest of a subsidiary, without
loss of control, is accounted for as an equity transaction.
All intra-group balances, transactions, unrealised gains and losses resulting from intragroup transactions and
dividends are eliminated in full.
Ownership
The Group’s subsidiaries on 31 December 2021 are set out below. Unless otherwise stated, they have share
capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. The country of incorporation or registration is also their
principal place of business.
Name of entity
Place of
business
Ownership
31.12.2021
Voting power
31.12.2021
Principal activities
Aega Yieldco AS
Norway
100 %
100 %
Holding company
Aega Management AS
Norway
100 %
100 %
Management Company
Aega Green Investments AS
Norway
100 %
100 %
Holding company
Aega Investments AS
Norway
100 %
100 %
Holding company
Norita Invest S.r.l
Italy
100 %
100 %
Holding company
Aega Mangement S.r.l
Italy
100 %
100 %
Management Company
Produzioni Energia Cori S.r.l
Italy
100 %
100 %
Company owning solar park
Villapiana Fotovoltaico S.r.l.
Italy
100 %
100 %
Company owning solar park
S.T.A. S.r.l.
Italy
100 %
100 %
Company owning solar park
Rio Verde S.r.l.
Italy
100 %
100 %
Company owning solar park
Energylife S.r.l.
Italy
100 %
100 %
Company owning solar park
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 35
Note 12: Acquisition of solar parks
Acquisition of SPVs that own solar parks are recognised in accordance with the acquisition method. Aega has the
necessary processes and organisation to add new solar parks without taking on the acquired parks existing
organisation. Acquisition of solar parks SPVs are therefore considered as acquisition of fixed assets. See note 13
for fixed assets.
Acquisitions 2021
On 18 February 2021, AEGA signed the final transaction agreement to buy Rio Verde S.r.l. and S.T.A. S.r.l. Both 1
MWp plants are located in Sardinia and are elevated ground mounted power plants. Feed-in tariff end is 14 years
from cut-off date for Rio Verde S.r.l., and 13 years from cut-off date for S.T.A. S.r.l., out of their respective 20-year
concession period.
On 30 March 2021, Aega signed the final transaction agreement to buy the 1 MWp solar park Energylife S.r.l. in
Emilia Romagna, Italy. Feed-in tariff end is 10 years from cut-off date.
Acquisition net of cash acquired
(EUR)
2021
Payment for shares
1 301 883
Cash position acquired entities
957 752
Acquisition net of cash acquired
334 131
Aega ASA Annual Report 2021 36
Note 13: Property, plant and equipment
All property, plant and equipment (including solar power plants) are valued at their cost, less accumulated
depreciation and impairment. When assets are sold or disposed of, the carrying amount is derecognised and any
gain or loss is recognised in the statement of comprehensive income. The cost of tangible non-current assets is
the purchase price, including taxes/duties and costs directly linked to preparing the asset for its intended use.
Costs incurred after the asset is in use, such as regular maintenance costs, are recognised in the statement of
comprehensive income as incurred, while other costs expected to provide future financial benefits are
capitalised.
2021
Solar power plants
PPE Cost 31. December 2020
5 085 513
Additions
2 330 711
PPE Cost 31. December 2021
7 416 224
Accumulated depreciation
1 048 738
Book value 31.12.2021
6 367 486
Current year depreciation
605 379
Useful life
9-13 years
2020
Solar power plants
PPE Cost 31. December 2019
3 526 719
Additions
1 558 793
PPE Cost 31. December 2021
5 085 513
Accumulated depreciation
443 358
Book value 31.12.2021
4 642 154
Current year depreciation
387 524
Useful life
9-13 years
Depreciation is calculated using the straight-line method over the useful lives. The depreciation period and
method are assessed each year. Aega has assessed the useful life to equal to the Feed-In Tariff period with a
residual value if there is an option to extend the operation. Feed-In Tariff period is normally 20 years. For the
solar power plants currently owned, the remaining Feed-In Tariff period is 9-13 years from the date Aega
acquired the plant.
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
of disposal and value in use.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA annual report 2021 37
Note 14: Financial instruments
Classification
Financial instruments are classified in the following categories:
• Fair value with changes in value through profit or loss
• Loans and receivables
• Financial (assets and) liabilities measured at amortised costs
The classification depends on the purpose for which the investments were acquired. Management determines
the classification of its investments at initial recognition.
On 31 December 2021 and 2020, the group has financial instruments in the following categories:
• Receivables
• Financial assets and liabilities measured at amortised costs
• Derivatives (only 2021)
Reclassification
The Group may choose to reclassify its financial instruments if this meets the reclassification criteria.
Reclassifications are made at fair value as of the reclassification date.
Recognition and derecognition
The Group initially recognize loans and receivables and debt securities on the date when they are originated. All
other financial assets and liabilities are initially recognized on the trade date when the entity become a party to
the contractual provisions of the instrument. Financial assets are derecognised when the rights to receive cash
flows from the financial assets have expired or have been transferred and the group has transferred substantially
all the risks and rewards of ownership and does not retain control over the transferred asset.
The group holds derivative financial instruments to hedge its interest rate risk exposure. Derivatives are initially
measured at fair value; any directly attributable transaction costs are recognized in profit and loss as incurred.
Measurement
Interest income and interest expense for all financial instruments are measured at amortised cost, interest
income or expense is recorded using the effective interest rate (EIR), which is the rate which exactly discounts the
estimated future cash payments or receipts through the expected life of the financial instrument or a shorter
period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is
included in finance income in the statement of comprehensive income.
Impairment
Assets carried at amortised cost.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 38
For receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and
the present value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced
and the amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s
credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.
The Group has the following financial instruments:
Financial Assets
2021
(EUR)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
0
1 095 273
1 095 273
Other current assets; Derivatives
96 260
0
96 260
Other current assets; Tax and VAT
0
567 874
567 874
Other current assets; Prepayments and other
0
479 889
479 889
Cash and cash equivalents
0
4 300 351
4 300 351
96 260
6 443 387
6 539 648
2020
(EUR)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
0
693 187
693 187
Other current assets; Tax and VAT
0
136 170
136 170
Cash and cash equivalents
0
3 086 962
3 086 962
0
3 916 319
3 916 319
Financial Liabilities
2021
(EUR)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Long term borrowing
0
4 337 490
4 337 490
Leasing LT
0
3 556 364
3 556 364
Leasing ST
0
232 291
232 291
Trade payables and other payables
0
541 665
541 665
Short term borrowing
0
474 260
474 260
0
9 142 070
9 142 070
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 39
2020
(EUR)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Long term borrowing
0
3 020 207
3 020 207
Leasing LT
0
46 838
46 838
Leasing ST
0
23 483
23 483
Trade payables and other payables
0
77 822
77 822
Short term borrowing
0
275 291
275 291
0
3 443 641
3 443 641
Credit risk
The Group’s credit risk related to receivables are mainly related to the government and governmental institution.
GSE is not credit rated, however, GSE is 100% owned by the Italian Ministry of Economy and Finance and
financed directly over the energy bills of the Italian power consumers. The Group assess the risk related to GSE
as very low.
Trade and other receivables
Trade receivables are amounts due from customers in the ordinary course of business. Other receivables are
mainly related to tax, vat and prepayments. Other receivables also include an escrow account from the sale of
solar park portfolio in 2019 and a loan given to Bolshøyden AS. See note 6 for further details regarding the loan
to Bolshøyden AS.
If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are
presented as non-current assets. The fixed Feed-in Tariff received from GSE typically represents approximately
75-90 per cent of the solar power plant revenues. The incentive is normally paid after 60 days in equal
instalments each month based on 90 per cent of a basis production set out by GSE. In June/July the following
year the Group receives the difference between the payments received by GSE and the actual production
multiplied by the Feed-in Tariff.
The Group considers that there is evidence of impairment if any of the following indicators are present
• Significant financial difficulties of the debtor
• Probability that the debtor will enter bankruptcy or financial reorganisation, and
• Default or delinquency in payments (more than 30 days overdue)
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as
their fair value.
There are no indications of impairment at 31 December 2021 and 2020, no provision is booked
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 40
Overview of receivables
(EUR)
2021
2020
Trade receivables
695 273
293 187
Other receivables
1 447 763
536 169
Receivables financial instruments
2 143 036
829 356
Liquidity risk
Management monitors rolling forecasts of the Group’s liquidity reserve (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows. The asset manager in Italy
carries out monthly and yearly liquidity budgets, these are used as basis for the group cash flow.
Cash and cash equivalents
Cash includes cash in hand or at the bank. Cash equivalents are short-term liquid investments which can be
immediately converted into a known amount of cash and have a maximum term to maturity of three months.
(EUR)
2021
2020
Cash balance Norway
2 479 143
2 558 225
Cash balance Italy
1 821 207
528 738
Total cash
4 300 351
3 086 962
Interest rate risk
The group is exposed to interest rate risk in relation to variation in interest rates of bank deposits.
Long term loans and leasing
The group leases certain property, plant and equipment, mainly solar power plants. Leases of property, plant
and equipment where the group has substantially all the risks and rewards of ownership are classified as finance
leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased
property and the present value of the minimum lease payments. Each lease payment is allocated between the
liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other
long-term payables. The interest element of the finance cost is charged to the income statement over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each
period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the
useful life of the asset and the lease term.
Aega ASA Annual Report 2021 41
Overview long term loans
Plant
Cori
SPV
Produzioni Energia Cori S.r.l
Bank
Unicredit
Financing form
Project finance
Original finance amount
EUR 4 970 000
Expiration date
31.12.2028
Interest rate
3M Euribor + 1,35% spread
Covenants
The target undertakes for all the duration of the loan
to have financial availabilities (Equity + Quasi Equity)
for an amount equal or higher to €553,000.00
Plant
S.T.A.
SPV
S.T.A. S.r.l.
Bank
Iccrea
Financing form
Project finance
Original finance amount
EUR 1 200 000
Expiration date
30.09.2030
Interest rate
3M Euribor + 2,60% spread
Covenants
The target undertakes for all the duration of the loan
to have financial availabilities for an amount equal to
EUR 75 000. Also The target undertakes to comply
with the following indices at 31/12 of each year:
historical DSCR >= 1,05x ; average prospective DSCR>=
1,05x ; ratio D/E<= 70/30
Plant
Rio Verde
SPV
Rio Verde S.r.l.
Bank
Iccrea
Financing form
Project finance
Original finance amount
EUR 1 400 000
Expiration date
30.09.2030
Interest rate
3M Euribor + 2,60% spread
Covenants
The target undertakes for all the duration of the loan
to have financial availabilities for an amount equal to
EUR 75 000. Also The target undertakes to comply
with the following indices at 31/12 of each year:
historical DSCR >= 1,05x ; average prospective DSCR>=
1,05x ; ratio D/E<= 70/30
Aega ASA Annual Report 2021 42
Repayment profile long term loans
Under 1 year
1-3 years
Later than 5 years
Total
Cori
275 000
550 000
1 800 000
2 625 000
STA
91 320
199 680
707 760
998 760
Rio Verde
107 940
231 280
811 020
1 150 240
Total
474 260
980 960
3 318 780
4 774 000
Financial debt reconciliation
This section sets out an analysis of financial debt and the movements in net debt for each of the periods
presented.
(EUR)
2021
2020
Leasing - repayable within one year
232 291
73 419
Leasing - repayable after one year
3 556 363
479 117
Borrowings - repayable within one year
474 260
275 291
Borrowings - repayable after one year
4 299 740
2 624 709
Financial debt
8 562 655
3 452 536
2021
(EUR)
Leasing
Borrowing
Total
Net debt as at 31 December 2020
552 536
2 900 000
3 452 536
New leases and borrowings
3 437 038
2 313 928
5 750 966
Payments
-200 919
-439 928
-640 847
Financial debt as at 31 December 2021
3 788 655
4 774 000
8 562 655
2020
(EUR)
Leasing
Borrowing
Total
Net debt as at 31 December 2019
70 321
3 295 498
3 365 819
New leases and borrowings
520 515
-
520 515
Payments
-38 300
-395 498
-433 798
Financial debt as at 31 December 2020
552 536
2 900 000
3 452 536
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 43
Trade payable and other payables
Trade and other payable represent liabilities for goods and services provided to the group prior to the end of the
financial year which are unpaid. Trade and other payables are classified as current liabilities unless payment is
not due within 12 months after the reporting date.
The carrying amount of trade receivables and trade payables is approximately equal to fair value, as they are
agreed at “normal” conditions and normally have a short period to maturity.
The Group has five main trade payables, the operator of the solar power plants, the insurance of the power
plants, the outstanding salaries, outstanding fees to board and fees to the asset manager.
EUR
2021
2020
Trade and other payables
541 665
168 395
Total trade and other payables
541 665
168 395
Note 15: Leasing
Right-of-use assets are measured at an amount equal to the lease liability. The Group has land lease agreements
and lease of equipment in Italy. The lease agreement for the headquarter in Oslo has a duration of less than 12
month as of year-end and are therefore not included in the leasing calculation.
In the absence of an identifiable discount rate, implicit in the lease agreement, the discount rate used is the
estimated Groups incremental borrowing rate of 5%.
2021
Right-to Use Assets
Office rent
agreement
Plant and
land lease
Total
As of 1 January 2021
63 185
520 515
583 700
Addition of right-to use assets
-
3 465 636
3 465 636
Acquisition cost 31 December 2021
63 185
3 986 150
4 049 336
Depreciation
50 631
287 892
338 523
Discontinued contracts
12 554
-
12 554
Net right-to use asset as of 31 December 2021
-
3 698 259
3 698 259
Undiscounted Lease Liabilities and Maturity of Cash
Outflows
Office rent
agreement
Plant and
land lease
Total
Less than 1 year
-
440 560
440 560
Over 1 year
-
4 445 540
4 445 540
Total undiscounted lease liabilities at 31 December
2021
-
4 886 100
4 886 100
Aega ASA Annual Report 2021 44
Reconcilliation
Office rent
agreement
Plant and
land lease
Total
At start of 2021
46 838
505 698
552 536
New lease liabilities recognized in the year
-
3 465 636
3 465 636
Cash payments for the principal portion of lease liability
-18 240
-182 679
-200 919
Cash payments for the interest portion of lease liability
-937
-144 110
-145 047
Interest expense on lease liabilities
937
144 110
145 047
Discontinued contracts
-28 598
-
-28 598
Total lease liability at 31 December 2021
-
3 788 655
3 788 655
Current lease liabilities
-
232 291
232 291
Non-curremt lease liabilities
-
3 556 364
3 556 364
2020
Right-to Use Assets
Office rent
agreement
Plant and
land lease
Total
As of 1 January 2020
63 185
-
63 185
Addition of right-to use assets
-
520 515
520 515
Acquisition cost 31 December 2020
63
185
520 515
583 700
Depreciation
25 316
19 278
44 594
Net right-to use asset as of 31 December 2020
37 870
501 236
539 106
Undiscounted Lease Liabilities and Maturity of Cash
Outflows
Office rent
agreement
Plant and
land lease
Total
Less than 1 year
23 419
50 000
73 419
Over 1 year
23 419
600 000
623 419
Total undiscounted lease liabilities at 31 December
2020
46 838
650 000
696 838
Reconcilliation
Office rent
agreement
Plant and
land lease
Total
At start of 2020
70 321
-
70 321
New lease liabilities recognized in the year
-
520 515
520 515
Cash payments for the principal portion of lease liability
-23 483
-14 817
-38 300
Cash payments for the interest portion of lease liability
-4 833
-10 183
-15 016
Interest expense on lease liabilities
4 833
10 183
15 016
Total lease liability at 31 December 2020
46 838
505 698
552 536
Current lease liabilities
23 419
50 000
73 419
Non-curremt lease liabilities
23 419
455 698
479 117
Aega ASA annual report 2021 45
Note 16: Financial investments
Aega bought a minority stake in Norsk Solar in November 2020. The company was listed on Euronext Growth in
April 2021.
Norsk Solar is a fast-growing solar energy company based in Stavanger, with a focus on high growth markets.
The company develops, builds, finances, and operates solar power plants globally. Norsk Solar has
approximately 70 MW under construction and a clear path to rapid growth.
Aega holds 3.989.170 shares in Norsk Solar as of 31.12.2021.
Note 17: Statement on the remuneration for senior executives
The Statement on senior executives’ remuneration has been prepared in accordance with the Norwegian Public
Limited Companies Act, the Norwegian Accounting Act and the Norwegian Code of Practice and is adopted by
the board of directors.
For the purposes of this statement, company employees referred to as senior executives are:
Nils Petter Skaset (CEO).
The following guidelines are applied for 2021.
General principles for the remuneration of senior executives
The remuneration of the CEO is determined by the board of directors, whereas remuneration of other senior
executives is determined administratively on the basis of a framework specified by the board of directors.
The remuneration level shall reflect the complexity and responsibilities of each role and shall take into account
the company’s international operations. Being headquartered in Norway, the board of directors will primarily
look to other Norwegian companies operating in an international environment for comparison.
Remuneration of the senior executives shall be at a competitive level in the relevant labour market(s). It should
be a tool for the board of directors to attract and retain the required leadership and motivational for the
individual executive. The total remuneration package shall therefore consist of fixed remuneration (basic salary
and benefits in kind) and variable, performance-based remuneration (short- and long-term incentives). The
remuneration system should be flexible and understandable.
Market comparisons will be conducted on a regular basis to ensure that remuneration levels are competitive.
Fixed salary
The main element of the remuneration package shall be the annual base salary. This is normally evaluated once
a year according to individual performance, market competitiveness and local labor market trends.
Benefits in kind
The senior executives receive benefits in kind that are common for comparable positions. These include
telecommunication.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 46
Pension scheme
A pension contribution “innskuddspensjon” is provided by the Company.
Severance package scheme
The CEO has right to up to 6 months’ severance payment given certain circumstances if CEO is removed from the
position. See note 5 for details about the remuneration the previous year.
Note 18: Market risk
Sensitivity currency
All operating revenue, all bank financing and most operating expenses are denominated in EUR.
The group is exposed to changes in EUR/NOK exchange rates for cost incurred in Norway and for bank deposits.
As the Group mainly invests in Italy, most cash balances in Norway are also held in EUR.
Impact on post tax profits
EUR
2021
2020
EUR/NOK exchange rate – increase/decrease 10%
+/- 130 916
+/- 282 275
Note 19 Subsequent events
On 11 February 2022 AEGA, through a wholly owned subsidiary, signed the final transaction agreement to
purchase Actasol 4 S.r.l. and Actasol 16 S.r.l. The two parks have a combined installed power of ca. 1.4 MWp. Both
parks are located near each other, in the Marche region of Italy.
On 16 March 2022 AEGA, through a wholly owned subsidiary signed a mutually binding offer for the acquisition of
two solar parks in Italy with a total capacity of 2MW. The solar parks have a capacity of 1MWp each and are
located at Sardinia and Sicily. Both parks have the same owner. If either of the parties chooses to withdraw from
the deal, it would trigger a compensation clause. The closing of the transaction will take place within 30 June
2022.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 47
Parent company financials
Aega ASA Annual Report 2021 48
Parent company statement of profit and loss and other
comprehensive income
(NOK)
Note
2021
2020
Management fees
2
0
418 812
Other Income
2
0
0
Revenues
0
418 812
Personnel expenses
3,5
-2 984 531
-728 363
Other operating expenses
4
-2 984 720
-2 606 072
Depreciation and amortization
12
-257 332
-203 551
Operating expenses
-6 226 582
-3 537 985
Operating profit
-6 226 582
-3 119 173
Finance income
8
43 441 023
437 029
Finance costs
8
-50 532
0
Impairment of shares in subsidiaries
8
-5 000 000
-286 949
Net foreign exchange gain/(losses)
8
-2 171 797
4 765 824
Profit before income tax
29 992 112
1 796 729
Income tax
7
0
0
Profit for the period
29 992 112
1 796 729
Total comprehensive income
29 992 112
1 796 729
Profit for the period attributable to:
Equity holders
29 992 112
1 796 729
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 49
Parent company statement of financial position
(NOK)
Note
31.12.2021
31.12.2020
ASSETS
Right-to-use assets
12
0
396 507
Shares in subsidiaries
10
1 081 801
57 949 957
Financial investments
13
28 917 493
19 999 885
Other long-term assets
6
0
3 468 135
Non-current assets
29 999 294
81 814 483
Group receivables
11,14
50 425 642
26 335 312
Other current assets
11
3 132 834
200 404
Cash and short-term deposits
11
24 155 107
25 911 435
Current assets
77 713 582
52 447 152
TOTAL ASSETS
107 712 876
134 261 635
EQUITY AND LIABILITIES
Share capital
9
66 375 949
48 375 949
Share premium
9
69 850 284
62 788 927
Own shares
9
0
-325 116
Paid in capital
136 226 233
110 839 760
Other equity
-30 031 322
-60 023 432
Other equity
-30 031 322
-60 023 432
Total equity
106 194 911
50 816 328
Long term leasing
11,12
0
245 204
Total non-current liabilities
0
245 204
Short term leasing
11,12
0
245 204
Trade payables and other payables
11,14
1 228 536
415 486
Intergroup loans
11,14
289 430
82 539 414
Total current liabilities
1 517 966
83 200 104
Total liabilities
1 517 966
83 445 307
TOTAL EQUITY AND LIABILITIES
107 712 876
134 261 635
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 50
Oslo, 28 April 2022
Halldor Christen Tjoflaat
Chairman
(electronically signed)
Jan Peter Harto
Board member
(electronically signed)
Kristine Malm Larneng
Board member
(electronically signed)
Nils Petter Skaset
CEO
(electronically signed)
Aega ASA Annual Report 2021 51
Parent company statement of cash flow
(NOK)
Note
2021
2020
Ordinary profit before tax
29 992 112
1 796 729
Paid income taxes
7
0
0
Changes in receivables and payables
-19 710 435
-18 627 194
Fair value adjustment financial assets
8,13
-7 156 571
0
Dividend income
8
-35 800 690
0
Impairment of shares in subsidiaries
8
5 000 000
0
Changes in other accruals
1 348 755
-539 320
Cash flow from operations
-26 326 829
-17 369 785
Financial investments
13
-1 761 038
-23 468 020
Interest received
8
945 066
0
Cash flow from investments
-815 972
-23 468 020
Proceeds from issue of share capital
9
24 573 777
0
Dividends or shareholder distributions
0
-1 935 038
Sale of own shares
812 695
0
Cash flow from financing
25 386 472
-1 935 038
Cash at beginning of period
25 911 435
68 684 278
Net currency translation effect
0
0
Net increase/(decrease) in cash and cash equivalents
-1 756 329
-42 772 843
Cash at end of period
24 155 107
25 911 435
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 52
Parent company statement of change in equity
(NOK)
Share capital
Own shares
Share
premium fund
Other equity
Total equity
Equity 01.01.2021
48 375 949
-325 116
62 788 928
-60 023 432
50 816 328
Profit (loss) after tax
0
0
0
29 992 112
29 992 112
Other comprehensive income
0
0
0
0
0
Capital increase
18 000 000
0
6 573 777
0
24 573 777
Own shares sold
0
325 116
487 579
0
812 695
Equity 31.12.2021
66 375 949
0
69 850 284
-30 031 322
106 194 911
(NOK)
Share capital
Own shares
Share
premium fund
Other equity
Total equity
Equity 01.01.2020
48 375 949
-325 116
64 723 966
-61 820 162
50 954 637
Profit (loss) after tax
0
0
0
1 796 729
1 832 071
Other comprehensive income
0
0
0
0
0
Capital repayment
0
0
-1 935 038
0
-1 935 038
Equity 31.12.2020
48 375 949
-325 116
62 788 928
-60 023 432
50 816 328
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 53
Notes
General information
is Thunes Vei 2, NO-0274 Oslo, Norway.
The parent company was listed on Euronext Expand in 2011. The financial statements for Aega A SA, including
disclosure requirements for the accounting period ended 31 December 2021, were approved by the Board of
Directors and CEO on 28 April 2022.
Note 1: Basis for preparation
The financial statements for the financial year 2021 have been prepared in accordance International Financing
Reporting Standards (IFRS) as adopted by the European Union and interpretations issued by the International
Accounting Standards Board (IASB) that are relevant to the company. In compliance with the Norwegian
Accounting Act, additional disclosure requirements are included in the notes to the financial statements.
The financial statement for the parent company have been prepared using the same accounting principles as
the consolidated accounts. Refer to note 1 in the consolidated financial statement for further details.
Investments in subsidiaries are booked according to the cost method.
All amounts in are presented NOK if not otherwise stated.
Going concern
The annual accounts have been prepared based on the going concern assumption. This is based on the
company’s plans, budgets and level of activity going forward.
Note 2: Revenue recognition
The company derives the following types of revenue:
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and
the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair
value of the consideration received or receivable, considering contractually defined terms of payment and
excluding taxes or duty.
(NOK)
2021
2020
Management fees
0
418 812
Other Income
0
0
Revenues
0
418 812
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 54
Note 3: Personnel expenses
Payroll and related expenses
2021
2020
Salaries
2 016 000
0
Social security tax
367 393
90 008
Pension expense
5 188
0
Other personnel expenses
6 327
0
Remuneration to the Board of Directors
589 623
638 355
Total payroll and related expenses:
2 984 531
728 363
The company had one employee in 2021 and no employees in 2020.
Aega operates with a defined pension scheme. Pursuant to the pension scheme, the company provide a
contribution of 2% of the salary between 2G and 12G. The company pension scheme meets the Norwegian
requirements of compulsory occupational pension.
Note 4: Remuneration to auditors
(NOK)
2021
2020
Statutory audit
811 864
351 500
Other assurance services
27 000
27 000
Total remuneration to auditors
838 864
378 500
The company is audited by PricewaterhouseCoopers
Note 5: Remuneration to management and Board of Directors
Remuneration to the Board of Directors:
All numbers in NOK
Board remuneration
Other expensed
benefits
Name
Position
Periode served to/from
2021
2020
2021
2020
Halldor Christen Tjoflaat*
Chairman
From 28 December 2017
250 000
249 316
835 938
426 000
Jan Peter Harto**
Member
From June 2020
150 000
87 260
20 000
20 000
Kristine Malm Larneng
Member
From 28 December 2017
150 000
150 000
0
0
*In addition to his role as Chairman of Aega ASA, Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as
sole director of all subsidiaries and with special responsibility for the Italian subsidiaries. This structure is implemented to reduce
management resources spent on following up the Italian SPVs.
**In addition to his role as board member of Aega ASA, Mr. Harto has received remuneration for his role in the nomination committee.
Aega ASA Annual Report 2021 55
Remuneration to management:
All numbers in NOK
Salary
Other expensed
benefits
Name
Position
Periode served to/from
2021
2020
2021
2020
Nils Petter Skaset*
CEO
From February 2020
1 800 000
0
5 188
620 000
*Mr. Skaset was appointed CEO from 1 February 2020. Mr.Skaset was hired from his controlled company Brezza AS in 2020 and began his
employment in Aega ASA 1 January 2021.
Shares held by the board of directors and management as of 31.12.2021
Person
Role
Ownership with control
Halldor Christen Tjoflaat
Chair
Through Mamalao AS, controls 86 643
shares (0,1 percent).
Through RYBO NOR AS, controls 1 738
735 shares (2,6 percent).
Jan Peter Harto
Board member
Through Jan P Harto AS controls 1 210
566 shares (1,8 percent).
Nils Petter Skaset
CEO
Through Brezza AS, controls 782 793
shares (1,2 percent).
Ingebrikt Bjørkhaug
CFO
Owns directly 313 807 shares (0,5
percent).
Fabio Buonsanti
COO
Owns directly 48 745 shares (0,1
percent).
Note 6: Related party transactions
Related party transactions are transfers of resources, services or obligations between the reporting entity and a
related party, regardless of whether a price is charged.
The Company has given a loan of NOK 3 million to Bolshøyden AS. The chairman Mr. Tjoflaat, of Aega ASA is also
chairman of Bolshøyden AS. Accrued interests of NOK 945,000 was paid to Aega in Q-4 2021, and NOK 1,5 million
of the loan was repaid in Q1-2022. The loan has an interest rate of 15% and is secured with first priority lien in a
property of about 59,000 square meters positioned outside Molde on Bolsøya (1502-19/59).
In addition, Aega ASA rents offices spaces from Kontorfellesskapet i Thunesvei 2 AS a company controlled by the
chairman Mr. Tjoflaat. The agreement is a back-to-back rent agreement with a potential 2% margin to cover cost
of the renting company.
Mr.Tjoflaat is hired from his controlled company Hardanger Consulting AS to fill the role as sole director of all
subsidiaries and with special responsibility for the Italian subsidiaries. The remuneration for 2021 was NOK
835 938.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 56
Note 7: Tax
Amounts recognised in statement of profit and loss:
Reconciliation expected and actual tax expense
2021
2020
Profit before tax
29 992 112
1 796 729
Calculated tax (22%)
-6 598 265
-395 280
Tax effect permanent differences
8 114 313
0
Deferred tax asset not recognised
-1 516 048
395 280
Actual tax expense
0
0
Effective tax rate
0 %
0 %
Tax assets recognized
2021
2020
Deferred tax asset
0
0
Total tax assets
0
0
Tax asset not recognised in the balance sheet
19 574 823
18 058 775
The company has tax loss carry forward that are not recognized in the balance sheet. It is uncertain if the
company will be able to utilise the tax loss since investment gains in Norway stemming from equity instruments
are not taxable.
Note 8: Financial income and expense
Financial income consists of interest income on financial investments, gains related to the disposal of financial
investments and changes in the fair market values of financial assets at fair value through profit and loss. Interest
income is recognized by applying the effective interest rate method.
Financial expenses consist of interest expense on financial instruments, finance charges in respect of finance
leases and changes in the fair market values of financial assets at fair value through profit and loss.
Currency gains and losses are reported net.
(NOK)
2021
2020
Dividend from subsidiaries
35 800 690
0
Fair value adjustment of shares
7 156 571
0
Interest income
483 762
437 029
Total finance income
43 441 023
437 029
Interest expense
-50 532
-286 949
Impairment of shares in Aega Yieldco AS
-5 000 000
0
Total finance costs
-5 050 532
-286 949
Net foreign exchange gain/losses
-2 171 797
4 765 824
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 57
Note 9: Share capital and shareholder information
Ordinary shares are classified as equity. Financial instruments are classified as equity in accordance with the
underlying economic realities. Amounts distributed to holders of financial instruments that is categorized as
equity, will be recorded directly in equity.
Transaction costs directly related to an equity transaction are recognised directly in equity after deducting tax
expenses.
Dividend distributions to the shareholders of the Company are classified as liability from the date on which the
dividend is adopted by the general meeting.
General
As of 31 December 2021, Aega ASA had a share capital of NOK 66,375,949 comprising 66,375,949 shares with a par
value of NOK 1. Aega ASA has only one share class. All shares have equal voting rights and rights to dividends
from the Company. All shares are fully paid.
Warrants
On 4 November 2021 the Company issued 18 million new shares in the Company with a subscription price of
NOK 1.50, whereby each new share was offered with the addition of two warrants.
The first Warrant gives the right to subscribe for one additional share in the Company on 10 March 2022 with a
nominal value of NOK 1 at a subscription price of NOK 1.70. The second Warrant gives the right to subscribe for
one additional share in the Company on 16 June 2022 with a nominal value of NOK 1 at a subscription price of
NOK 1.90.
The following primary insiders, including their close associates, was allocated shares and in the Company at the
subscription price of NOK 1.50 in accordance with allocation principles set out in the Prospectus:
Fabio Buonsanti, COO in the Company, was allocated 13,219 shares and corresponding warrants.
Ingebrikt Bjørkhaug, CFO in the Company, was allocated 73,807 shares and corresponding warrants.
Brezza AS, a company 100% owned by Nils P. Skaset, CEO in the Company, was allocated 250,000 shares and
corresponding warrants.
Jan P Harto AS, a company controlled by Jan P. Harto, board member in the Company, was allocated 400,000
shares and corresponding warrants.
Halldor Chr. Tjoflaat, chairperson of the board in the Company, was allocated 100,000 shares and corresponding
warrants. Rybo Nor AS, a company 100% owned by Halldor Chr. Tjoflaat, chairperson of the board in the
Company was allocated 403,730 shares and corresponding warrants.
All shares and corresponding warrants allocated to primary insiders were held by the primary insiders on 31
December 2021.
Aega ASA Annual Report 2021 58
Own shares
Aega ASA holds no own shares as of 31.12.2021. 325,116 own shares were sold in 2021.
20 Largest Shareholders 31.12.2021
Shareholders
Share
Percentage
ASBJØRN JOHN BUANES
2 086 470
3,14 %
RYBO NOR AS
1 738 735
2,62 %
ERIK WAHLSTRØM
1 651 164
2,49 %
MORO AS
1 622 777
2,44 %
NORDNET LIVSFORSIKRING AS
1 583 058
2,38 %
THORVALD MORRIS HARALDSEN
1 372 100
2,07 %
NORDNET BANK AB
1 234 740
1,86 %
JAN P HARTO AS
1 210 566
1,82 %
SPC INVEST AS
1 190 940
1,79 %
FIN SERCK-HANSSEN
1 160 741
1,75 %
ZAFER KARA
1 000 000
1,51 %
KÅRE REIDAR JOHANSEN
844 722
1,27 %
OLAV VESAAS
836 142
1,26 %
BREZZA AS
782 793
1,18 %
ROALD ARNOLD NYGÅRD
753 720
1,14 %
SANDBERG JH AS
750 994
1,13 %
VESOLDO AS
690 880
1,04 %
PENTHOUSE MIRADORES AS
666 666
1,00 %
JAN STEINAR NEREM
632 069
0,95 %
RACCOLTA AS
608 000
0,92 %
Total 20 largest shareholders
22 417 277
33,77 %
Aega ASA outstanding shares
66 375 949
100,00 %
Note 10: Subsidiaries
The company’s subsidiaries on 31 December 2021 are set out below.
Name of entity
Place of
business
Ownership
31.12.2021
Principal activities
Carrying value (NOK)
Aega Yieldco AS
Norway
100 %
Holding company
646 231
Aega Management AS
Norway
100 %
Management Company
100 000
Aega Green Investments AS
Norway
100 %
Holding company
35 570
Aega Investments AS
Norway
100 %
Holding company
300 000
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 59
Note 11: Financial instruments
The company has the following financial instruments:
Financial Assets
2021
(NOK)
Asset at FVPL
Financial asset at
amortized cost
Total
Receivables
0
50 425 642
50 425 642
Other current assets
1
0
3 132 834
3 132 834
Cash and cash equivalents
0
24 155 107
24 155 107
0
77 713 582
77 713 582
1
Other receivables include a loan given to Bolshøyden AS. See note 6 for further details.
2020
(NOK)
Asset at FVPL
Financial asset at
amortized cost
Total
Other long term assets
1
0
3 468 135
3 468 135
Receivables
0
26 335 312
26 335 312
Other current assets
0
200 404
200 404
Cash and cash equivalents
0
25 911 435
25 911 435
0
55 915 287
55 915 287
1
Other long term assets include a loan given to Bolshøyden AS. See note 6 for further details.
Financial Liabilities
2021
(NOK)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Leasing LT
0
0
0
Leasing ST
0
0
0
Trade payables and other payables
0
1 228 536
1 228 536
Intergroup loans
0
289 430
289 430
0
1 517 966
1 517 966
2020
(NOK)
Derivatives at
FVPL
Liabilities at
amortized cost
Total
Leasing LT
0
245 204
245 204
Leasing ST
0
245 204
245 204
Trade payables and other payables
0
415 486
415 486
Intergroup loans
0
82 539 414
82 539 414
0
83 445 307
83 445 307
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
Aega ASA Annual Report 2021 60
Note 12: Leasing
Right-of-use assets are measured at an amount equal to the lease liability. The company has one lease
agreement for the headquarter in Oslo. There are no extension options. The office lease is depreciated over the
contract period of 3 years.
2021
Right-to Use Assets
Office rent agreement
As of 1 January 2020
396 507
Addition of right-to use assets
-
Acquisition cost 31 December 2021
396 507
Depreciation
257 332
Discontinued contracts
139 174
Net right-to use asset as of 31 December 2021
0
Undiscounted Lease Liabilities and Maturity of Cash Outflows
Office rent agreement
Less than 1 year
0
1-3 years
0
Total undiscounted lease liabilities at 31 December 2021
0
Reconcilliation
Office rent agreement
At start of 2021
490 408
New lease liabilities recognized in the year
-
Cash payments for the principal portion of the lease liability
-186 910
Cash payments for the interest portion of the lease liability
-9 522
Interest expense on lease liabilities
9 522
Discontinued contracts
-303 497
Total lease liability at 31 December 2021
0
Current lease liabilities
0
Non-curremt lease liabilities
0
Total cash outflows for leases
-196 433
Aega ASA Annual Report 2021 61
2020
Right-to Use Assets
Office rent agreement
As of 1 January 2020
662 485
Addition of right-to use assets
Acquisition cost 31 December 2020
662 485
Depreciation
265 979
Net right-to use asset as of 31 December 2020
396 507
Undiscounted Lease Liabilities and Maturity of Cash Outflows
Office rent agreement
Less than 1 year
245 204
1-3 years
245 204
Total undiscounted lease liabilities at 31 December 2020
490 407
Reconcilliation
Office rent agreement
At start of 2020
693 633
New lease liabilities recognized in the year
Cash payments for the principal portion of the lease liability
-203 226
Cash payments for the interest portion of the lease liability
-51 813
Interest expense on lease liabilities
51 813
Total lease liability at 31 December 2020
490 407
Current lease liabilities
245 204
Non-curremt lease liabilities
245 204
Total cash outflows for leases
-255 039
Note 13 Financial investments
Aega bought a minority stake in Norsk Solar in November 2020. The company was listed on Euronext Growth in
April 2021.
Norsk Solar is a fast-growing solar energy company based in Stavanger, with a focus on high growth markets.
The company develops, builds, finances, and operates solar power plants globally.
Aega holds 3.989.170 shares in Norsk Solar as of 31.12.2021.
Aega ASA Annual Report 2021 62
Note 14 Intragroup balances
(NOK)
Balance 31.12.2021
Balance 31.12.2020
Aega Yieldco AS
5 139 240
-82 539 414
Aega Management AS
3 994 711
883 424
Aega Green Investments AS
38 694 603
23 928 125
Aega Investments AS
-289 430
5 570
Norita Invest S.r.l
2 297 424
785 273
Aega Mangement S.r.l
299 664
314 109
Net intragroup balance
50 136 212
-56 622 913
Note 15 Subsequent events
On 11 February 2022 AEGA, through a wholly owned subsidiary, signed the final transaction agreement to
purchase Actasol 4 S.r.l. and Actasol 16 S.r.l. The two parks have a combined installed power of ca. 1.4 MWp. Both
parks are located near each other, in the Marche region of Italy.
On 16 March 2022 AEGA, through a wholly owned subsidiary signed a mutually binding offer for the acquisition of
two solar parks in Italy with a total capacity of 2MW. The solar parks have a capacity of 1MWp each and are
located at Sardinia and Sicily. Both parks have the same owner. If either of the parties chooses to withdraw from
the deal, it would trigger a compensation clause. The closing of the transaction will take place within 30 June
2022.
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
CONTENTS / ABOUT AEGA / ANNUAL REPORT / FINANCIAL STATEMENTS
