MAGNORA ASA | ANNUAL REPORT 2021
1
ANNUAL
REPORT
2021
14 March 2022
MAGNORA ASA | ANNUAL REPORT 2021
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We are investing in companies and projects to be
a part of the development of the renewable energy
solutions that will deliver clean energy to industries
and consumers. Our aim is to be an international
developer of renewable energy.
ELECTRIC FUTURE
3
INTRODUCTION
CEO and Chairman’s Statement
4
Key Figures
5
Board of Directors Report
6
Board of Directors’ Statement on Policy for Corporate Governance
17
Board of Directors
22
Senior Management
23
ESG
Sustainability
24
FINANCIALS
Magnora Group Consolidated Statement of Prot or Loss
25
Magnora Group Consolidated Statement of Comprehensive Income
25
Magnora Group Consolidated Statement of Financial Position
26
Magnora Group Consolidated Statement of Changes In Equity
27
Magnora Group Consolidated Cash Flow Statement
28
Magnora Group Notes to the Consolidated Financial Statements
29
Magnora Asa Income Statement
57
Magnora Asa Balance Sheet
58
Magnora Asa Cash Flow Statement
59
Magnora Asa Notes to the Financial Statements
60
Magnora Remuneration Report 2021
79
Independent Auditor’s Report
74
Responsibility Statement
88
MAGNORA ASA | ANNUAL REPORT 2021
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Introduction
CEO AND CHAIRMAN’S
STATEMENT
Our common
net-zero goal
Energy is no longer just energy – it
matters where the energy comes
from and how it was produced.
Energy security is also more
important than ever. We see
climate changes taking eect and
we are actively acting to invest
long-term in an electric future.
In 2019 we decided to rebuild our
company in the renewable energy
industry, and we have brick by
brick built a team and made a
few investments. Our team has
diligently worked to develop the
companies and projects we have
either invested in together with
founders or built from scratch.
We have been very fortunate to
attract a team of industry-leading
experts from the renewable
industry, which has allowed us to
select the right investments and
manage them eciently and in a
competitive way.
We see attractive forecasts of
price levels for electricity in the
coming years, and demand on the
rise. More production facilities
are needed to ensure reasonable
prices for consumers and price
levels industries can survive with to
maintain jobs.
Without renewable energy at
competitive price levels, countries
will lose competitive advantages.
We have for instance had lower
electricity prices in the Nordics than
in continental Europe for decades,
which has been an advantage for
power-intensive industries. Further
expansions and investments in
renewable energy production
must be made to maintain this
advantage.
Our aim has been to invest in a
selection of diverse companies and
projects to ensure we are not too
heavily exposed to specic project
risks, at the same time as we are
learning from dierent branches of
the renewable industry.
The past two years have been
politically challenging for onshore
wind in the Nordics, and this has
helped us expand our focus area
into other technologies such as
solar PV and oshore wind, as
well as new geographic areas
to mitigate risk and balance our
portfolio.
In 2021 we were able to establish
an oshore project team together
with TechnipFMC under the
umbrella Magnora Oshore Wind
AS, which submitted a license
application in the ScotWind leasing
round in Scotland. In January 2022,
we were oered the opportunity
to proceed with our project into
the next phase with an option
agreement for a long-term lease
with Crown Estate Scotland. We
believe we have a lot to oer in the
oshore wind sector, in terms of
understanding local supply chain,
the best concepts with the lowest
capex and opex, as well as through
standardization, cost control, and
smart solutions. Some of our key
people has worked within the
oshore sector for over 50 years in
the North Sea with both oshore
wind and oating platforms.
Further, we invested in solar energy
with the investment in Helios
Nordic Energy AB at the beginning
of 2021. We already see that both
our investments in Helios and
Evolar are progressing according to
or faster than the initial projections.
We anticipate signicant value
creation in both companies that we
expect to harvest from within the
next years.
Our business model is based
on identifying and developing
renewable energy projects from
greeneld to the ready-to-build
phase. At the point of construction
we prefer to farm-down and
cooperate with professional
investors who will nance and
operate the projects over the
duration of the license periods.
With our entry into solar PV and
oating oshore wind, we expect
to generate revenues beyond our
legacy business in the years to
come. However, farm-down, trade-
sale and IPO of certain businesses
prior to projects being fully
developed are also opportunities
to generate revenues at an earlier
stage.
In recent years, early phase
renewable project development
has been rewarded with high
returns, but the rewards do not
come without risks. High returns
require an industrialised approach
and a large portfolio of projects.
Diversication coupled with a
professional team allows us to
quickly choose the best project
opportunities.
The future is
bright and green.
Torstein Sanness
Executive chairman
Erik Sneve
CEO
MAGNORA ASA | ANNUAL REPORT 2021
MAGNORA ASA | ANNUAL REPORT 2021
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MAGNORA ASA | ANNUAL REPORT 2021
KEY
FIGURES
REVENUES
15.2 MNOK
28.4 PREVIOUS YEAR (2020)
NET PROFIT
-62.8 MNOK
28.5 PREVIOUS YEAR (2020)
CASH
96.9 MNOK
44.8 PREVIOUS YEAR (2020)
NUMBER OF SHARES
OUTSTANDING*
57.1 MILLION
52.6 PREVIOUS YEAR (2020)
EBITDA
-38.5 MNOK
7.0 PREVIOUS YEAR (2020)
EPS
-1.11 NOK
0.54 PREVIOUS YEAR (2020)
EQUITY RATIO %
89%
95% PREVIOUS YEAR (2020)
* After the private placement in February 2021,
the Company has 57,072,679 shares outstanding.
Introduction
MAGNORA ASA | ANNUAL REPORT 2021
6
Introduction
MAIN EVENTS IN 2021
Figures for 2020 are
presented in brackets
The Company continued to have a
signicant deal ow through 2021
and made the following investments
during the year:
» In January 2021, Magnora
entered into an agreement
with TechnipFMC to establish
a joint oshore wind company,
later named Magnora Oshore
Wind. Magnora Oshore Wind
submitted an application for
license in the ScotWind process
and was on 17 January 2022
awarded an area to develop
a oating wind park on the
northside of Scotland.
» In February 2021, Magnora
acquired 25 percent of Helios
Nordic Energy AB through
a share issue. Helios has
progressed ahead of its business
plan, and Magnora made in
September 2021 an additional
investment to increase its
ownership in Helios to 40
percent. Helios is a greeneld
developer of large-scale PV
projects in the Nordics. The
company has developed a
project portfolio by signing
options for land leases in well
suited locations in southern
Sweden and has land lease
agreements for 29 projects
with a total installed capacity
potential of approximately 1.3
GW.
» In March 2021, Magnora entered
the South African market
through acquiring 100 percent
of the shares in a South African
company with a potential 850
MW greeneld renewable
development portfolio
consisting of approximately
550 MW wind and 300 MW
solar PV. The projects have
progressed according to
plan with installation of wind
measurement masts, and the
initial weeks of measurements
have shown favourable wind
conditions at the sites.
» In February 2021, Magnora
entered into a cooperation
agreement with RWE
Renewables to develop and
mature the 98MW Oddeheia
and Bjelkeberget onshore wind
farms in the southern part of
Norway.
» In February 2021, Magnora
closed an equity private
placement of 4,485,981 new
shares with a subscription price
per share of NOK 26.75 and
a total oer size of NOK 120
million. This funding was key to
implement the investments and
activities planned for 2021.
» In September 2021, Magnora
entered into a collaboration
agreement with Prime
Capital and Troms Kraft for
the development of a green
maritime fuel production facility
in Tromsø which qualied for
Enova funding.
» Kustvind AB has progressed
according to the initial business
plan, and Magnora has increased
its ownership in the company to
30 percent during 2021. Sweden
is in the process of accelerating
its oshore wind strategy in
2022.
» The Group increased its
ownership in Evolar AB to
50% during 2021. Evolar has
a very disruptive technology
which enables solar panel and
glass manufacturers to boost
performance on all solar cells at
a very low cost with their tandem
technology. Over the next
decade Evolar can help the world
develop solar cells with eciency
in the low-to-mid 30 percent.
» The Group had slightly lower
than expected revenues in 2021
due to lower ooading than
forecasted for the Western Isles
FPSO. The operator has entered
several development contracts
for the eld and revenues are
expected to increase going
forward. The vessel has a daily
capacity of 44.000 barrels per
day of which Magnora can earn
50 cent per barrel.
» Prot before tax was negative
NOK 55.1 million (NOK 34.1
million). Not including the
non-cash expenses of options,
and prot/loss from associated
companies, the prot before tax
was negative NOK 30.1 million
for 2021.
» Decrease in operating revenue
combined with an increase in
operating expenses gave an
EBITDA of negative NOK 38.5
million (NOK 7 million). The
increase in operating expenses
came from a higher activity level
with an increase in employee
related expenses, legal and
other consultancy services,
combined with developing
Magnora Oshore Wind and the
projects in South Africa.
» Net prot was negative NOK
62.8 million (NOK 28.5 million).
The decrease was mainly
driven by 1) lower operating
revenues and nancial income,
2) higher expenses from project
development and M&A activities,
3) recognising the Group’s share
of prot/loss from associated
companies, and 4) reduction
in the deferred tax asset. Note
that the last two points are
non-cash entries and only have
accounting eects due to IFRS
rules. Not including the non-cash
expenses of options, write-down
of deferred tax asset, and prot/
loss from associated companies,
the net prot was negative NOK
30.1 million for 2021.
BOARD OF
DIRECTORS’ REPORT
MAGNORA ASA | ANNUAL REPORT 2021
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Introduction
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MAGNORA ASA | ANNUAL REPORT 2021
» The Magnora team was
strengthened signicantly during
2021 with 1) Peter Nygren,
co- founder and former CEO of
Arise, appointed EVP Strategies
(role changed to Corporate
Advisor in January 2022), 2) Bjørn
Gisle Grønlie from TechnipFMC,
appointed EVP Legal and M&A,
3) Trond Gärtner from Statkraft,
appointed SVP Business
Development, 4) Espen Erdal
from DNV GL appointed VP
Business Development, and 5)
Emilie Schjøtt Brackman from
DNV GL appointed VP Wind &
Solar.
SIGNIFICANT EVENTS
SUBSEQUENT TO YEAR-END
On 17 January 2022, Magnora
Oshore Wind was oered the
opportunity to enter into an
Option Agreement for area N3
by the Crown Estate Scotland in
the ScotWind leasing round. The
planned development will have a
total capacity of approximately 500
MW, with estimated production
start in 2030.
Magnora and Vindr have decided
to split the Nordic and South
African activities and discontinue
the development of Vindr Group
since Magnora wants to reduce
its exposure towards the Nordic
onshore wind sector due to
the slow-down in the Nordic
onshore wind sector. The original
Vindr founders will continue
development of the Nordic
business as a separate entity
outside of Magnora, and Magnora
will further develop its South
African business by acquiring 92
percent of African Green Venture
(AGV) together with the local AGV
team and continue developing its
wind and solar PV projects in the
region. Peter Nygren will join the
AGV team as an active owner and
leave his position as EVP Strategies.
MAGNORA ASA | ANNUAL REPORT 2021
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Introduction
BUSINESS AND STRATEGY
Magnora continues to grow its
portfolio of renewable energy
companies and projects and has
over the past year been able to
expand into solar PV, oshore
wind, onshore wind and solar PV
enhancing technology market
across the Nordics, UK and South
Africa.
Through the establishment of
Magnora Oshore Wind with
TechnipFMC, already rewarded
with an option agreement in
the ScotWind leasing round, the
Group is continuing its focus to
further develop other oshore
wind projects which looks very
promising. Magnora has received
a lot of interest from the industry,
banks and investors on back of the
award. Floating wind is currently
a more attractive supply of green
energy in Europe as there is
signicant local opposition against
onshore wind in many countries.
Although all associated companies
are in an early phase of executing
their business plans, there is an
increasing interest from industrial
and institutional investors to invest
prior to Ready-to-Build phase.
Helios has received good attention
for multiple projects by institutional
investors and larger companies
that want to invest in a holding
company structure with Magnora
and the founders. We have also
received interest from larger wind
developers as well as Independent
Power Producers (IPPs) who are
interested in investing in Helios at
holding company level.
Evolar continue to consider IPO
options going forward, as well
as other ways of creating value
for Magnora’s shareholders.
Evolar is continuously working
on industrial partnerships and
development of a strategic
customer base. The company
has two joint development
agreements in place; one with a
global glass manufacturer and
the other agreement with an
Indian module manufacturer. The
latter agreement is backed by
government funding. Evolar has
several ongoing discussions with
other players who are interested
in perovskite on their products.
Magnora is increasingly focusing
on near term development
opportunities which for the most
part is located within solar and
oshore wind (shorter time-
to-market). Political resistance
remains high within onshore wind
in Norway and Sweden. However,
the political landscape is changing
quickly on the back of record high
electricity prices in the region. The
Group is following developments in
the region closely.
The original strategy of building
a robust portfolio across several
segments and geographical
areas has proven eective, as
it reduces political and country
specic risks. However, we see an
increasing appetite for our portfolio
companies and projects from
leading energy companies and
infrastructure funds.
We also see interest from
institutional investors and energy
companies where Magnora
originates various energy projects
and manage their investments
in a partnership. Magnora has
established a wide platform which
can generate earnings beyond
Penguins and the Western Isles
revenues. Signicant earnings from
the Penguins (16 MUSD in three
instalments) and the Western Isles
contract are expected in 2022 and
2023.
The private placement that took
place on 3 February 2021, was
oversubscribed several times,
which conrms Management’s
alignment with the shareholders.
The additional funding will be
used to continue pursuing good
investment opportunities that
meet our investment criteria. The
Company continues to evaluate
and investigate a signicant
volume of deals introduced,
where Magnora can help develop
companies’ business case through
a combination of experience, skills,
and nance.
PORTFOLIO COMPANIES
Magnora takes an active role in
the development of its portfolio
companies, and provides
support within due diligence,
bank and project nance, equity,
environmental impact assessments,
grid studies, procurement,
governmental approval, energy
yield assessments, construction,
operations, farm-downs and exits.
Magnora established Magnora
Oshore Wind in partnership with
TechnipFMC during 2021, and
the company submitted its rst
license application in the ScotWind
leasing round. On 17 January
2022 Magnora Oshore Wind was
oered the opportunity to enter
into an Option Agreement for area
N3 by the Crown Estate Scotland.
The planned development will have
a total capacity of approximately
500 MW which is estimated to
produce 2.4 TWh per year.
In addition, the company will
participate in the rst oshore
wind application round in Norway,
and other markets are also being
considered. TechnipFMC has
played a key role in oating wind
industry since inception and has
participated in developments such
as the Hywind projects. With over
4,500 TechnipFMC employees in
England, Scotland, and Norway, the
partnership has created several
synergies between Magnora and
TechnipFMC.
Magnora has exercised its options
to increase its ownership in
Evolar to 50 percent during 2021.
Magnora invested NOK 15.4 million
acquiring 28.44 percent of the
shares in Evolar AB (Evolar) through
a share issue in the fourth quarter
2020. Magnora has one additional
option to increase its ownership to
63.5 percent, which is expected to
be exercised in 2022.
Evolar is developing a unique
perovskite-based PV power booster
technology that can add power to
conventional silicon-based solar
panels at a very low cost. The
company is based in Uppsala in
Sweden and currently consists of
ve founding scientists with 20-40
Introduction
9
MAGNORA ASA | ANNUAL REPORT 2021
years of experience with thin lm
solar cell development.
The investment in Evolar gives
Magnora instant access to a
premium product in a growing
solar cell market that is ripe for
eciency innovation. The Evolar
team has achieved several world
records within its niche such as a
CIGS -solar cell with an eciency of
24 percent and a thin lm module
record of 21 percent eciency.
The company has unique industrial
size R&D prototype line equipment,
which is fully operational in Evolar’s
manufacturing facilities. This allows
the team to quickly scale and
test solar cells and modules and
thereby shorten time-to-market.
The Evolar team also plans to
cooperate with several leading
players to test and scale up the
technology to rapidly capitalise
on the USD multi-billion solar
cell market. The Evolar team is in
discussions with several industry
players across the value chain
who are eager to investigate the
use of the perovskite technology
for potential cooperation, testing,
and scale-up of the technology to
capitalise on the USD multi-billion
solar cell market.
Evolar’s organisation is growing
according to their strategy, with
key personnel successfully hired
during 2021. In addition, the Dean
of Uppsala University, Anders
Hagfeldt, has joined Evolar’s
Advisory Board. Hagfeldt is widely
known as a leading expert within
the global perovskite community.
Magnora increased its ownership
in Kustvind AB (Kustvind) to 30
percent during 2021and has an
option to acquire up to 50 percent
of the company. Magnora initially
invested in Kustvind AB in March
2020. Kustvind is a 500 MW shallow
water oshore wind project located
in an area with very attractive
wind conditions approximately 8
km oshore the southern coast of
Sweden. The wind park will have a
potential 2 TWh annual electricity
production and can potentially
serve 250.000 homes with
electricity.
The project is close to relevant
infrastructure and an area of
Sweden that has had very attractive
electricity prices both historically
and recently. The project continues
to progress according to plan
and has entered the concession
phase with signicant studies
and assessments required for
the concession application. The
impact assessment is progressing
as planned, a preliminary energy
yield report has been completed
and park layout adjusted
accordingly. The local grid operator
is investigating the capacity to
determine alternative connection
points to be proposed in the
application for concession.
Magnora participated in a share
issue acquiring 25 percent of
Helios Nordic Energy AB (Helios)
in February 2021, and further
increased its ownership to 40
percent in September 2021. Helios
is a greeneld developer of large-
scale PV projects in the Nordics.
The company has developed a
project portfolio by signing options
for land leases in well suited
locations in southern Sweden and
has land lease agreements for
29 projects with a total installed
capacity potential of approximately
1.3 GW. Helios has sold two
projects totaling 45 MW to OX2
and has received good interest
from potential buyers for two other
projects of combined 68 MW. We
note an increasing interest for
several other projects in Helios’
development pipeline and expect
additional transactions to close
during 2022. Helios is considering
entering several countries in the
Nordpool area in 2022 and expects
to sell at least 200 MW of ready to
build projects in during the year.
For 2023 the company expects to
sell 600 MW of solar PV projects. All
projects have the goal of including
storage solutions such as battery.
Magnora also entered the South
African market during 2021 by
MAGNORA ASA | ANNUAL REPORT 2021
10
Introduction
acquiring 100 percent of the shares
in a South African company with
a potential 850 MW greeneld
renewable development portfolio
consisting of approximately 550
MW wind and 300 MW solar PV.
Subsequent to the end of 2021,
Magnora has further acquired 92
percent of African Green Ventures
(AGV) as part of an agreement
with Vindr to separate the entity
from the Vindr Group that has
been under establishment since
February 2021. With the acquisition
of AGV, Magnora has a combined
1.7 GW development portfolio
in South Africa and will together
with the original founder of AGV
continue to develop existing and
future wind and solar PV projects
as part of the Magnora team in
South Africa. The projects in South
Africa have made good progress
during 2021, with favorable wind
data registered from the wind
measurement campaign. The
supply of electric power in South
Africa is inadequate, and there
is a particularly high demand for
renewable electric energy. The
country plans to develop 20-30 GW
of renewable projects over the next
decade.
South Africa has a very advanced
and professional renewable
market and Eskom, the public
national grid and power generating
company, is being de-bundled
to create opportunities for the
private sector. Magnora’s South
African company has commenced
development of renewable
projects with preparation for
wind measurements and other
early phase activities, such as
business planning, meetings
with industrial companies,
equipment manufacturers, local
and governmental banks, and
potential investors. The renewable
projects are expected to meet the
criteria needed in public tender
rounds (“REIPPP”), potential
corporate power purchasing
agreements (PPAs), and to serve
local municipalities directly with
electricity from renewable sources.
Magnora owns 50% of the shares
in Arendal Brygge AS, and the
regional bank Sparebanken Sør
owns the other 50% of the shares.
Arendal Brygge AS is the property
management company that owns
Magnora’s former headquarters
and surrounding buildings. The
real estate and building have a
prime location along the pier very
centrally in Arendal, Norway. The
real estate has development and
value creation potential under
certain circumstances, which the
Group is exploring together with
Sparebanken Sør. Arendal Brygge
is the last remaining assets from
Magnora’s legacy business.
MAGNORA ASA | ANNUAL REPORT 2021
11
LICENSE AGREEMENTS
After selling its assets, rights, and intellectual
property rights of cylinder vessel design to
Sembcorp Marine Integrated Yard Pte. Ltd. (SMIY) in
2018, Magnora retained the nancial benets from
the two licensing agreements detailed below.
Magnora is entitled to a license fee of USD 0.50 per
barrel produced and ooaded from the Western
Isles FPSO (the “FPSO”), owned by Dana Petroleum,
for the lifetime of the vessel. The associated license
income for the year 2021 was NOK 13.8 million
(NOK 27.1 million). The FPSO was completed in
2017 and production started in Q4 2017. The FPSO
has a production capacity of 44,000 barrels per
day. The FPSO is expected to have a design life of
20 to 25 years. Magnora´s right to payments is
tied to the FPSO, irrespective of operating location
and eld. Any potential eld tied-back to the FPSO
or any redeployment, irrespective of location, will
also be subject to the payment obligations under
the agreement. The Dana agreement is expected
to generate income for Magnora for years to come.
The vessel’s production depends on weather,
maintenance, decline, timing of production drilling,
discoveries and more. The hull has an expected life
of 30-50 years.
Magnora is also entitled to license fees from a
license agreement with Shell for the company’s
Penguins FPSO. The remaining license income of
the Penguins agreement is approximately USD 16
million and subject to milestone achievements.
The nal investment decision regarding the Shell
Penguins Redevelopment project was taken in
January 2018. Magnora received payment for the
rst milestone of USD 2.625 million (NOK 20.7
million) under the license agreement in Q1 2018.
Further payments under the license agreement
are subject to three milestones: 1) the completion
and sail away of the Penguins FPSO from the
construction yard, 2) the installation of the Penguins
FPSO at the eld and production started, and 3)
the successful production, ooading and gas
export of 4 million barrels which is estimated to be
approximately 6 months after successful start-up.
It is anticipated that the Penguins FPSO will be
completed and sail from the yard in Asia during
March 2022 with further milestones achieved
thereafter. The Penguins eld is currently producing
and is hooked up to the last of the remaining Brent
platforms in the British sector of the North Sea.
11
MAGNORA ASA | ANNUAL REPORT 2020
MAGNORA ASA | ANNUAL REPORT 2021
12
Introduction
FINANCIALS
Figures for 2020 are
presented in brackets
Prot and loss
As the Group has grown, it
has implemented an updated
operating model to manage its
increasing portfolio. As part of the
new operating model, corporate
and project related activities and
expenses are followed up and
reported separately in segments.
Currently the Group operates with
the two segments Corporate and
Projects. Both segments engage in
business activities with revenues
and expenses.
Corporate
The corporate segment consists of
the corporate sta and represents
the cost base of the Group. All
licensing revenues from legacy oil
and gas contracts are managed and
reported as part of the corporate
segment.
Operating revenue for the corporate
segment was NOK 18.7 million
and operating expenses NOK 30.8
million. EBITDA was negative NOK
12.6 million for the corporate
segment.
Project
The project segment consists of the
portfolio companies, projects, and
all related activities. Development
and M&A related expenses are
assigned to the project segment,
excluding M&A related expenses
for acquisitions that have not
materialised. These expenses are
assigned to the corporate segment.
There was as expected no operating
revenue for the project segment
during 2021 as all projects are
early-phase and not yet generating
revenues. Operating expense was
NOK 3.5 million, and development
and M&A expense was NOK 22.4
million in the project segment.
EBITDA was negative 25.9 million for
the project segment.
Consolidated
Operating revenues for the year
ended at NOK 15.2 million, down
from NOK 28.4 million last year, due
to lower ooading volumes and
therefore lower license fees from
the Dana Western Isles project in
2021.
Revenue streams from our license
agreements will depend on timing of
production drilling, currency rates,
maintenance, uptime and more.
The adjusted EBITDA ended at
negative NOK 12.2 million (NOK
12.9 million). This year’s EBITDA
result has been negatively aected
by higher operating and project
related costs from a higher activity
level with more external costs,
higher personnel expenses,
and higher legal fees related to
new investments. As the Group
is investing in more companies
and projects and increasing
its ownership share in existing
investments, the Group’s share in
the negative nancial results from
the investments will increase. This
is only accounting eects, but does
aect the nancial results of the
Group.
Net prot for 2021 was negative
NOK 62.8 million, versus NOK 28.5
million last year. Not including the
non-cash expenses of options,
write-down of deferred tax asset,
and prot/loss from associated
companies, the net prot was
negative NOK 30.1 million for 2021.
Earnings per share was negative
NOK 1.11 in 2021, versus NOK 0.54
in 2020.
Prot before tax was negative NOK
55.1 million (NOK 34.1 million), due
to a net nancial prot of NOK 5.0
million mainly aected by sales of
marketable securities.
The Group has accumulated tax
losses of over NOK 3.5 billion.
Cash ow
As of 31 December 2021, cash and
cash equivalents amounted to NOK
96.9 million (NOK 44.8 million). The
positive cash ow for the year was
mainly due to the equity private
placement, operating revenues
from the Dana contract, and sale of
marketable securities.
Financing and nancial
position
As of year-end 2021, total assets
amounted to NOK 192.7 million
(NOK 124.1 million) whereof cash
and cash equivalents amounted to
NOK 96.9 million (NOK 44.8 million).
Total equity as of 31 December 2021
amounted to NOK 171.8 million
(NOK 118.1 million), and the equity
ratio was 89 percent (95 percent).
The Group had no interest-bearing
debt in 2021 or 2020.
Share buyback and dividends
Distribution of quarterly dividends
to shareholders was approved at
the annual general meeting held on
27 April 2021.
Distribution of quarterly dividends
to shareholders has been halted
to conserve cash for investments
needed as part of the Group’s
strategy in the short term.
Magnora has approximately NOK
8.4 billion (NOK 159 per share) of
paid-in capital in excess of par value
available for distribution of equity
back to its shareholders.
On 16 January 2019, Magnora
initiated a share buyback program.
The buyback program is carried out
by market purchases in accordance
with the authorisation granted by
the extraordinary general meeting
to the Board of directors on 18
December 2018.
Buyback transactions are executed
according to the market price on the
Oslo Stock Exchange. Extension
of the share buyback program was
approved by shareholders at the
annual general meeting held on
27 April 2021. Magnora may at any
time without further notice
MAGNORA ASA | ANNUAL REPORT 2021
13
Introduction
close or suspend the program.
The maximum number of shares
which may be purchased in any
one day is limited to 50 percent of
the average weighted daily volume
of Magnora shares traded in the 20
trading days preceding the day of
purchase. No Magnora shares were
purchased during 2021, and as of
the date of this report, Magnora
owns 63,540 shares or 0.11 percent
of total shares outstanding.
Going concern
In accordance with section 3-3(a)
of the Norwegian Accounting Act,
the Board conrms that the annual
accounts have been prepared on a
going concern assumption, which
the Board believes is appropriate
based on the company’s strategic
plans and nancial prognosis.
Annual results and year-end
appropriations
The Board proposes the following
appropriation of the annual prot
of negative NOK 62.8 million in the
parent company Magnora ASA:
» Transfer from other equity at
end of year Balance Sheet 31
December 2021: negative NOK
62.8 million
» Total appropriation: negative
NOK 62.8 million
Risk and uncertainty factors
Magnora is exposed to market risk,
project risk, reservoir risk, credit
risk, currency risk, renewable license
risk, concession risk, interest rate
risk, ination risk, liquidity risk,
climate risks, war, and regulatory
risks. The Group’s overall risk
management programme focuses
on the uncertainty of nancial
markets and seeks to minimise
potential adverse eects on its
nancial performance.
The Group selects its portfolio
projects and companies with
emphasis on diversication to
mitigate the various inherent risks
in each segment of the renewable
energy production industry. This
does not reduce the individual risks
below but makes the Group less
vulnerable to the eects of those
risks.
The project development process
for renewable energy plants is also
exposed to risks. The process for
obtaining concession from relevant
MAGNORA ASA | ANNUAL REPORT 2021
14
Introduction
authorities can vary in dierent
countries, but most countries
have required local acceptance,
and in some countries the local
municipality has veto rights. The
public opinion and local municipality
veto rights can aect the licensing
decisions and has in some countries
caused changes to the political
process determining the regulatory
framework for obtaining concession
for building and operating
renewable energy plants. These
uncertainties can cause delays
and rejection of the concession
applications, and it can cause the
economics of the projects to be
worsened as the approved size of
turbines may not be sucient for an
optimised wind park. There is also
risk related to military installations
and training areas in addition to
wildlife risks.
Market price of electricity can
inuence the protability and
value of Magnora’s investments,
and the price of electricity is
inuenced by government subsidies,
supply and demand, availability
of alternative energy sources (oil,
coal, natural gas, nuclear plants,
etc.), development cost and cost of
equipment for power plants, and
eciency improvements within
renewable energy plants (wind and
solar for Magnora). One signicant
inuencing factor in electricity
prices is the political developments
pushing for renewable energy to
take over for the use of fossil fuels
and the shutting down of nuclear
plants.
Although Magnora’s remaining
customers are two major companies
with a strong nancial basis, as with
suppliers and customers in general,
there is a risk that unforeseen
nancial diculties on the
counterparty’s side may arise and
cause material adverse eects on
the nancial condition, cash ows
and/or prospects of Magnora.
The Group is also subject to
currency, eld development and
reservoir risk in situations where
the license fee is tied to the eld
development and production such
as the Dana income and Shell
Penguins license fee income paid
in USD. The company also relies
heavily on two customers, Dana
Petroleum and Shell for most of its
operating revenues over the next
three to four years.
Competition is signicant as
companies in other industries are
trying to benet from the positive
policy support from governments as
they try to push for improvements
in CO2 emissions, etc. Many of the
companies Magnora competes
with are parts of larger groups and
therefore may have better access to
skilled personnel and funding.
The Covid virus could potentially
aect revenues for a short period
if the crew on the Western Isles
FPSO or the Shell Penguins FPSO
is dismissed due to infection risk
or similar. Magnora could then
experience a period without
revenues if the Dana FPSO halts
production due to the Covid-19
virus. Furthermore, the virus could
also delay the construction and
commissioning of the Shell Penguins
vessel currently being built in
China, which would then delay the
milestone payments from Shell.
The global climate appears to
be changing, and the average
temperature is predicted to rise
globally, causing more extreme
weather conditions, and impacting
habitat. Governments are now
focusing on reaching a net zero
world, which is aligned with the
Group’s strategy of investing
in renewable energy projects
and companies developed in a
sustainable way.
Regulatory risks can be changes in
the regulatory environment that
have a material adverse eect on
Magnora’s operations and nancial
performance. This could be changes
in renewable energy policies,
tax policies, or the regulatory
environment that could aect the
industries the Company is operating
in. Changes in the licensing
regulations can for instance
cause delays in development and
construction of projects.
The Group derive all its cash ow
from nancial investments, two
legacy agreements and it associated
companies. Negative cash ow and
lack of nancial performance from
those companies therefore aects
the Group. The exposure is limited
to the Group’s invested amount
in those companies and is closely
linked to the associated companies’
ability to execute its strategy and
manage risks it is exposed to.
Magnora is represented on all the
boards of its associated companies
and mitigates risks through normal
governance processes.
Access to capital is a risk now that
the Group is investing in more
capital-intensive projects. This is
managed through close dialogues
with nancial institutions and a strict
timeline for cash ow that matches
future investment payments with
investment gains from farm-downs
and exits.
Loss of key personnel is a risk to the
Group as it is operating with a sta
of highly specialised professionals
that may take time to replace if
needed. Mitigation of this risk is
an ongoing process of identifying
outsourcing alternatives and
potential recruitment to cover the
resource needs of the Group.
The recent war launched by
Russia may impact the Group in
unexpected ways. The Board and
Management is monitoring the
situation and will make any possible
preparations for identied eects
this may have on the Group’s
operations and investments.
MAGNORA ASA | ANNUAL REPORT 2021
15
Introduction
Sustainability
Magnora believes sustainable businesses that contribute in a circular
economy will provide compelling investment opportunities. Globally
and within EU and Norway, there are a number of initiatives and
policies that targets making the economy greener and sustainable.
The EU has a goal of a carbon neutral economy by 2050. EU also has
a mid term target stating that 32% of all energy consumed within the
region shall be derived from green and sustainable resources by 2030.
In addition, the recent virus outbreak has placed additional focus on
reducing air emissions as they seem to inuence the respiratory system
more negatively than previously assumed by the general public. More
information about Magnora’s sustainable development goals can be
found in Magnora’s 2021 ESG report which will be released soon.
MAGNORA ASA | ANNUAL REPORT 2021
16
Introduction
CORPORATE GOVERNANCE
The Group aims at maintaining
sound corporate governance
routines that provide the basis for
long term value creation, to the
benet of shareholders, employees,
other stakeholders and society at
large.
As a guiding basis for its conduct
of corporate governance, the
Group uses the national Norwegian
Code of Practice for Corporate
Governance, of 14 October 2021.
The status of corporate governance
is addressed on page 17.
The Board of Directors
Magnora had its annual general
meeting on 27 April 2021, and the
annual general meeting elected the
following members to the Board
of Directors: Torstein Sanness
(Chairperson, re-elected), John
Hamilton (Director, re-elected),
Hilde Ådland (Director, re-elected).
Presentations of the Directors are
available in a separate chapter
in this Annual Report and on the
Group’s website:
www.magnoraasa.com
CORPORATE SOCIAL
RESPONSIBILITY
Health, Safety and
Environment
Developing sound health, safety
and environment (HSE) principles
is a critical success factor for the
Group.
Sick leave was 0% (2020: 0%)
for the Group for the year. No
serious work incidents or accidents
resulting in personal injuries or
damages to materials or equipment
occurred in 2021. There were no
Lost Time Incidents (LTI) during
2021.
The work environment is positive,
and the Board and management
continue to focus on equal
opportunities for men and women.
One of three Board members at
year-end was female. The Group
strives to ensure that there is no
discrimination due to gender,
ethnicity, national origin, descent,
race, religion or functional
disability. Currently, the Group
has not implemented any specic
measures in order to meet the
objective of the Discrimination
Act and of the Anti-discrimination
and Accessibility Act. The need for
specic measures in this respect
is continuously considered by the
Board and management.
Anti-corruption
The Group has implemented formal
guidelines, procedures, standards
and routines in relation to anti-
bribery and corruption in Magnora
and its portfolio companies.
Human rights
The Group has implemented formal
guidelines, procedures, standards
or routines regarding human rights.
Outlook
Magnora’s main business activity is focused on managing the portfolio companies, developing renewable
projects, and identifying new renewable development projects that represents good investment opportunities
that can create value for the Group and its shareholders. The Board is of the opinion that the market for
renewable and green electricity production will outgrow the general economy over the next decades.
Magnora’s corporate structure is organised to be as ecient and cost eective as possible. The number of
employees and external resources are expected to grow in 2022 with the steadily increasing activity level.
Magnora is listed on the main list of Oslo Stock Exchange and has 8 785 shareholders as of the end of 2021.
Oslo, Norway, 14 March 2022
The Board of Directors of Magnora ASA
Torstein Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik Sneve
CEO
MAGNORA ASA | ANNUAL REPORT 2021
17
Introduction
CORPORATE GOVERNANCE
IN MAGNORA
As a listed company on the main
board of Oslo Stock Exchange
(Oslo Børs), the Group aims
at conducting its business in
accordance with the Norwegian
Code of Practice for Corporate
Governance of 14 October 2021
(the “Code of Practice”). The
Company’s principles of corporate
governance are in addition to the
Code of Practice based on the
Continuing Obligations of stock
exchange listed companies from
the Oslo Børs and the relevant
Norwegian background law such
as the Norwegian Accounting Act
and the Norwegian Public Limited
Liability Companies Act. The Code
of Practice may be found at www.
nues.no and the Continuing
Obligations of stock exchange listed
companies may be found at www.
euronext.com/en/markets/oslo.
The Group operates based on
principles aiming at ensuring
openness, integrity and equal
treatment of its shareholders.
By practicing good corporate
governance, appropriate division
of roles between shareholders,
the Board of Directors and
Senior Management will be
secured, thereby contributing to
reduced business risk and better
shareholder value over time.
The Group is committed to high
ethical standards in its business
dealings to ensure that the
integrity of its employees and
the organisation is maintained.
Corporate social responsibility
for the Group is an extension of
the way the Group conducts its
business.
In accordance with section 3-3 b of
the Norwegian Accounting Act, the
Group shall in connection with its
annual nancial statements provide
a statement on how the Group has
implemented the principles of, and
account for any deviations from,
the Code of Practice. Below is an
outline on the Group’s principles
for corporate governance, in
accordance with the categories
listed in the Code of Practice. At the
turn of the year 2021/22, the Group
deviates from the Code of Practice
on the following point:
» The Board of Directors has so far
chosen not to adopt or publish
any explicit guiding principles
for how it will act in the event
of a takeover bid (Section 14;
Takeovers).
BUSINESS
The Group’s objective, as set out
in § 3 of the Group’s articles of
association (the “Articles”), is “the
conduct of industry, trade and
business associated with energy,
IT and commodities, and sectors
directly or indirectly related to
these, in addition to investments
in and acquisitions of businesses,
securities, nancial instruments
and other assets, and participating
in other businesses, directly or
indirectly linked to these”.
The Board of Directors is of the
opinion that the business objectives
laid down in the Articles provide
predictability and direction for
the Group’s business strategy and
the activities that it may conduct,
acquire, or initiate. The Articles are
available at the Group’s website.
The Board of Directors has dened
clear objectives, strategies and risk
proles for the Group’s business
activities such that the Group
creates value for shareholders
in a sustainable manner. The
Board of Directors considered
nancial, social and environmental
consideration when they carried
out this work. The Board of
Directors annually evaluates the
Group’s objectives, strategies and
risk proles.
EQUITY AND DIVIDEND
The Group seeks to maintain a
healthy nancial structure which
is adjusted to its business as well
as the duration of its contract
portfolio. As of 31 December 2021,
the Group had an equity share ratio
of 89 percent.
The Board of Directors continually
reviews and ensures that the
Group has a capital structure
that is appropriate to the Group’s
objectives, strategies, and risk
prole. The Board of Directors
has established and disclosed a
dividend policy, which is considered
to be clear and predictable.
Authorisations granted to the
Board of Directors to increase
the Company’s share capital will
normally be restricted to dened
purposes and will in general be
limited in time to no later than the
date of the next Annual General
Meeting. The background to any
proposal for the Board of Directors
to be given an authorisation
to approve the distribution of
dividends will be explained.
At the annual general meeting held
on 27 April 2021, shareholders
approved capital distribution to
shareholders. No distributions
were performed in 2021 as capital
distributions have been halted to
retain funds needed for additional
investments and development of
the Group’s portfolio of companies
and projects.
On 16 January 2019, Magnora
initiated a share buyback program.
The buyback program is carried out
by market purchases in accordance
with the authorisations granted by
the general meeting.
Buyback transactions are executed
according to the market price on
the Oslo Stock Exchange. Extension
of the share buyback program was
approved by shareholders at the
annual general meeting held on 21
May 2019, and again on
BOARD OF DIRECTORS’
STATEMENT ON POLICY FOR
CORPORATE GOVERNANCE
MAGNORA ASA | ANNUAL REPORT 2021
18
Introduction
26 May 2020 and 27 April 2021.
Magnora may at any time without
further notice close or suspend the
program. No Magnora shares were
purchased during 2021 and as of
the date of this report Magnora
owns 63,540 shares, or 0.11
percent of total shares outstanding.
Please also see “equal treatment of
shareholders” below.
EQUAL TREATMENT OF
SHAREHOLDERS AND
TRANSACTIONS WITH
CLOSE ASSOCIATES
The Group has one class of shares
only and each share entitles the
holder to one vote at the Group’s
annual general meetings.
All shareholders shall be treated
on an equal basis, unless there
is a just cause for treating them
dierently in accordance with
applicable laws and regulations.
In the event of an increase in
share capital of the Company
through issuance of new shares,
a decision to waive the existing
shareholders’ pre-emptive rights
to subscribe for shares shall be
justied. If the Board of Directors
resolves to issue new shares and
waive the pre-emptive rights of
existing shareholders pursuant to a
Board authorization granted by the
general meeting, the justication
shall be publicly disclosed in a stock
exchange announcement issued in
connection with the shares issue.
The reasons for any deviation from
equal treatment of all shareholders
in capital transactions will be
included in the stock exchange
announcement made in connection
with the transaction.
Any transactions carried out by
the Company in the Company’s
own shares shall be carried out
through Oslo Børs and in any case
at prevailing stock exchange prices.
In the event that there is limited
liquidity in the Company’s shares,
the Company shall consider other
ways to ensure equal treatment
of shareholders. Any transactions
in own shares will be evaluated
in relation to the rules on the
duty of disclosure, as well as in
relation to the prohibition against
illegal insider trading and market
manipulation, the requirement
for equal treatment of all
shareholders, and the prohibition
of unreasonable business methods.
TRANSACTION WITH CLOSE
ASSOCIATES
Transactions with close associates
shall be on arm’s-length basis
and always in compliance with
the Norwegian Public Limited
Liability Companies Act. The
Board of Directors will arrange
for a valuation to be obtained
from an independent third party
unless the transaction, agreement
or arrangement in question is
considered to be immaterial or
covered by the provisions of
section 3-16 of the Norwegian
Public Limited Liability Companies
Act.
The Group may engage in business
activities with or in cooperation
with its shareholders. Such
activities shall be handled at the
board level, with a view of securing
a foreseeable and consistent
practice which prevents potential
conict of interest situations,
arm’s-length treatment, and sound
governance.
Directors, the CEO, and
members of Senior Management
shall notify the Board of Directors
in advance if they have a signicant
interest in any agreement which
may or is to be entered into by the
Group.
For more information about
transactions with related parties,
please refer to note 21 of the
consolidated nancial statements
of this report.
FREELY NEGOTIABLE
SHARES
The Group’s shares are listed on
Oslo Børs and are freely negotiable.
There are no restrictions on
transferability of shares pursuant
to the Articles.
GENERAL MEETINGS
The annual general meeting is the
Group’s supreme corporate body.
The Articles and the Norwegian
Public Limited Liability Companies
Act set out the authority and
mandate of the annual general
meeting.
Among other things, the annual
general meeting approves
the Group’s annual nancial
statements, elects the Directors
and the auditor, and functions
as a forum for presentation and
discussion of other issues of
general interest to shareholders.
The calling notice for the annual
general meeting will ensure that
the resolutions and supporting
information distributed are
suciently detailed, comprehensive
and specic to allow shareholders
to form a view on all matters to be
considered at the meeting.
All shareholders of the Group
have the right to attend the annual
general meetings. Shareholders will
normally be able to vote on each
individual matter, including each
individual candidate nominated for
election to the Board of Directors,
the Nomination Committee and
any other corporate bodies to
which members are elected by the
general meeting.
The Board of Directors ensures
that the members of the Board
of Directors and the chairperson
of the Nomination Committee
attend the annual general meeting.
Further, the Board of Directors
ensures that the annual general
meeting is able to elect an
independent chairperson for the
general meeting.
The date of the annual general
meeting is published in the Group’s
nancial calendar for the year,
which is posted at the Group’s
website. Notice of annual general
meetings, including documentation
relating to the items on the agenda
and the recommendation of the
Group’s nomination committee,
is in accordance with the Articles
published at the Group’s website
no later than 21 days before the
annual general meeting is to be
MAGNORA ASA | ANNUAL REPORT 2021
19
Introduction
held. Individual shareholders are
entitled to have the documents
sent to them free of charge, upon
request to the Group. The annual
general meetings of the Group may
be held in Oslo or Bærum, Norway.
Attendance forms for the annual
general meeting may be sent to the
Group up to the day before such
annual general meeting to enable
as many shareholders as possible
to attend. Shareholders who are
unable to attend in person may
attend by proxy, and the Group
provides the shareholders with
proxy forms which enable the
relevant shareholder to instruct its
representative on each individual
item on the agenda.
The shareholders may decide
between granting proxy to a
representative of their own choice,
or to the Chairperson of the Board.
The minutes from the annual
general meeting are published
on the Group’s website as soon
as possible following the annual
general meeting.
NOMINATION COMMITTEE
The Nomination Committee is
elected by the general meeting
and currently consists of three
members.
The Nomination Committee, which
works under the mandate and
authority of the annual general
meeting, makes preparations
and recommends candidates
for the annual general meeting’s
election of members of the
Board of Directors and members
of the Nomination Committee.
The Nomination Committee
is encouraged to have contact
with shareholders, the Board
of Directors and the Company’s
executive personnel as part of its
work on proposing candidates for
election to the Board of Directors.
Its recommendations will normally
be explained. It also proposes the
remuneration to the Directors.
The Nomination Committee is
governed by a provision in the
Articles and Guidelines for the
Nomination Committee adopted by
the annual general meeting.
The annual general meeting
has stipulated guidelines for
the duties of the Nomination
Committee, elects the chairperson
and members of the Nomination
Committee and determines the
remuneration of the members
of the Nomination Committee.
Information regarding the
composition of the Nomination
Committee, which members are
up for election and how input and
proposals can be submitted to the
Nomination Committee are posted
on the Group’s website prior to the
annual general meeting.
CORPORATE ASSEMBLY AND
BOARD OF DIRECTORS
As of the date hereof, the Group is
not required to and does not have
a Corporate Assembly.
The Board of Directors is
composed in a way that meets
the Group’s need for expertise,
capacity, and diversity, and with
the aim of ensuring that the
Board of Directors can attend
to the common interests of
all shareholders and operate
independently of any special
interests and function eectively as
a collegial body.
The Board of Directors shall
pursuant to the Articles consist
of three to seven members. All
members shall be elected by
the annual general meeting. The
Chairperson is elected by the
annual general meeting. The Board
of Directors currently consists of
three members: Torstein Sanness
(Chairperson), John Hamilton and
Hilde Ådland. Presentations of the
Directors are available in a separate
chapter in this Annual Report and
on the Group’s website. Members
of the Board of Directors serve for
a two-year period, or such shorter
period as decided by the General
Meeting, but directors may be re-
elected.
The directors are deemed to be
independent of the Group’s
main shareholders and material
business contacts. At least two of
the shareholder-elected members
of the Board of Directors shall be
independent of the Company’s
main shareholder(s). The Board
of Directors does not include
executive personnel.
The members of the Board of
Directors are encouraged to own
shares in the Company.
Information on the Directors’
shareholdings in the Group, their
expertise and information on their
attendance at board meetings is
set out on the Group’s website
and note 16 of the Consolidated
Financial Statements. In addition,
the Consolidated Financial
Statement identies which
members are considered to be
independent.
THE WORK OF THE BOARD
OF DIRECTORS
The Board of Directors is ultimately
responsible for administering the
Group’s aairs and for ensuring
that the Group’s operations are
organised in a satisfactory manner.
Moreover, the Board of Directors
is responsible for establishing
supervisory systems and for
overseeing that the business is run
in accordance with the Group’s core
values and ethical guidelines.
The Board of Directors prepares
an annual plan for its work, with
emphasis on objectives, strategies,
and implementation. Furthermore,
the Board of Directors approves
the budget for the Group.
The Group maintains a directors
and ocers liability insurance
policy (D&O) for a maximum
liability of NOK 75 million.
The Board of Directors meets
minimum six times a year and
more frequently if required. The
Board of Directors held 15 board
meetings in 2021, of which 3 were
physical board meetings and
the rest were held online due to
Covid-19. The average participation
level was 100%.
MAGNORA ASA | ANNUAL REPORT 2021
20
Introduction
In order to ensure a more
independent consideration of
matters of a material character in
which the Chairman of the Board of
Directors is, or has been, personally
involved, such matters will be
chaired by some other member of
the Board of Directors.
The Board of Directors will consider
appointing a Remuneration
Committee in order to help
ensure thorough and independent
preparation of matters relating to
compensation paid to the executive
personnel. Membership of such
committee will be restricted to
members of the Board who are
independent of the Company’s
executive personnel.
The Board of Directors evaluates
its performance and expertise
annually.
AUDIT COMMITTEE
The Board of Directors established
an Audit Committee in 2010, which
acts as a preparatory and advisory
working committee regarding
the nancials of the Group. The
Audit Committee further assists
the Board of Directors in various
matters relating to the Group’s
nancial statements, nancial
reporting processes and internal
controls, and the qualications,
independence, and performance of
the external auditor. The members
of the Audit Committee receive
additional remuneration for
duties relating to the committee
responsibilities, such remuneration
being subject to approval by the
annual general meeting. Currently,
the members of the audit
committee are Torstein Sanness
and John Hamilton.
RISK MANAGEMENT AND
INTERNAL CONTROL
The Board of Directors ensures
that the Group has sound internal
control functions and appropriate
systems for risk management
tailored to the extent and nature
of its operations and in accordance
with the Group’s core values,
ethical guidelines and social
responsibility policy. A review of the
Group’s most important risk areas
and its internal control functions
is conducted by the Board of
Directors on an annual basis.
The Group is exposed to a
variety of risks, including market
risks, currency risks, nancial
risks, and operational risks. The
Group’s overall risk management
programme seeks to minimise
the potential adverse eects on
the Group’s nancial performance
likely to be caused by its exposure
to such risk factors, including
but not limited to the use of
derivative nancial instruments
and development of sound health,
safety, and environment (HSE)
principles as well as prudent
monitoring of activities.
The Group prepares and
publishes quarterly and annual
nancial statements. The Group’s
consolidated nancial statements
are prepared in accordance with
IFRS and IFRIC interpretations as
adopted by the EU.
REMUNERATION OF THE
BOARD OF DIRECTORS
The remuneration of the members
of the Board of Directors reects
the Board’s responsibilities,
expertise, time commitment and
the complexity of the Company’s
activities. The remuneration is
determined on a yearly basis by
the annual general meeting. The
Directors are also reimbursed for
travelling, hotel and other expenses
incurred by them in attending
board meetings or in connection
with the business of the Group.
Remuneration of the Board
of Directors, as proposed by
the Nomination Committee
and approved by the annual
general meeting, is not linked
to the Group’s performance. In
accordance with approval by the
Annual General Meeting of 27 April
2021, the Board of Magnora issued
600,000 options during 2021 to
provide long-term incentives to
the Board and the Management
team. The details regarding these
awards are described in note 11 to
the Group’s consolidated nancial
statements. The Company currently
does not grant share options to the
members of the Board of Directors.
Members of the Board of Directors
and/or companies with which
they are associated will normally
not take on specic assignments
for the Group in addition to their
appointment as a member of
the Board of Directors. If they
nonetheless do take on such
assignments, this must be disclosed
to the full Board of Directors. The
remuneration for such additional
duties shall be approved by the
Board of Directors.
Details of the remuneration to the
Board of Directors are disclosed in
note 16 to the Group’s consolidated
nancial statements, included
in the 2021 Annual Report. Any
remuneration in addition to normal
director’s fee is also specically
identied in the annual report.
REMUNERATION OF THE
SENIOR MANAGEMENT
The Board of Directors has
established guidelines for the
remuneration of the members
of Senior Management. These
guidelines are presented to and
approved by the annual general
meeting and are described in the
“Magnora Remuneration Report
2021” which is disclosed on page
79 of the 2021 Annual Report.
The guidelines on salary and
other remuneration for the
Senior Management are clear
and easily understandable and
they contribute to the Group’s
commercial strategy, long-term
interests and nancial viability.
The Group’s arrangements in
respect of salary and other
remuneration shall help ensure
the Senior Management and
shareholders have convergent
interests and are simple. The
performance-related remuneration
to executive personnel is subject to
an absolute limit.
MAGNORA ASA | ANNUAL REPORT 2021
21
Introduction
INFORMATION AND
COMMUNICATION
The Board of Directors has
established guidelines for the
Group’s reporting of nancial
and other information based on
openness and taken into account
the requirements for equal
treatment of all participants in the
securities market.
In order to ensure equal treatment
of its shareholders, an important
objective for the Group is to make
sure the securities market is in
possession of correct, clear and
timely information about the
Group’s operations and condition
at all times. This is essential for
an ecient pricing of the Group’s
shares and for the market’s
condence in the Group.
Initiatives taken to meet this
equal treatment objective include
timely and comprehensive
reporting of the Group’s interim
results and publication of the
annual and quarterly nancial
reports. In addition, information
of signicance for assessing the
Group’s underlying value and
prospects are reported through
Oslo Børs and are made available
at the corporate website. Further
details, such as contact details and
general updates and news about
the Group, are available at the
Group’s website.
The Group’s CEO is responsible
for investor relations and the
Group seeks to provide relevant
and updated information to its
shareholders, Oslo Børs, analysts
and investors in general. The Group
seeks to clearly communicate its
long-term potential, including its
strategy, value drivers and risk
factors. The Board of Directors
has further established guidelines
for the Company’s contract with
shareholders beyond the scope of
General Meetings.
The Group’s nancial calendar is
available at the Group’s website.
Updated shareholder information
is published at the website.
TAKEOVERS
The Board of Directors will
handle any possible takeover
in accordance with Norwegian
corporate law and its duciary
duties. Neither the Articles of
Association nor any underlying
steering document prevent or limit
the opportunity for investors to
acquire shares in the Group, nor
do they impose restrictions relative
to takeover attempts or authorise
measures to be taken by the Board
of Directors to interfere.
The Board of Directors will not
seek to hinder or obstruct an oer
for the Group’s activities or shares
unless there are reasons for this.
The Board of Directors has so far
chosen not to adopt or publish any
explicit guiding principles for how
it will act in the event of a takeover
bid.
AUDITOR
Ernst & Young AS (EY) was elected
the external auditor in 2013. The
auditor participates regularly in
meetings with the Audit Committee
throughout the year. In addition,
the Board of Directors meets with
the auditor, without any member
of the Group being present, at least
once a year to deal with the annual
accounts.
The Board of Directors makes sure
that the auditor submits the main
features of the plan for the audit to
the Audit Committee annually. The
auditor presents at least annually
a review of the Group’s internal
control procedures, including
identifying weaknesses and
proposals for improvement to the
Board of Directors.
In connection with the issue
of the auditor’s report, the
auditor provides the Board of
Directors with a declaration of
independence and objectivity,
and the auditor participates
in the board meeting in which
the annual nancial statements
are approved. The proposal for
approval of the remuneration of the
auditor provides a breakdown of
remuneration relating to statutory
audit tasks and other assignments
and is reported to the annual
general meeting.
At meetings where the annual
accounts are dealt with, the auditor
shall report on any material changes
in the Group’s accounting principles
and key aspects of the audit,
comment on any material estimated
accounting gures and report all
material matters on which there
has been disagreement between
the auditor and the executive
management of the Company.
The Board of Directors has
established guidelines in respect
of the use of the auditor by the
Company’s executive management
for services other than the audit.
Oslo, Norway, 14 March 2022
The Board of Directors of Magnora ASA
Torstein Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik Sneve
CEO
MAGNORA ASA | ANNUAL REPORT 2021
22
Introduction
BOARD OF
DIRECTORS
Executive Chairman
Mr. Sanness, a Norwegian Citizen
residing in Norway, with extensive
experience and technical expertise in
the oil and gas industry. Mr. Sanness
served as Managing Director of Lundin
Petroleum Norway from 2004 to April
2015, whereafter he was elected
Chairman of the same company until
March 2017 when he moved to the
board of International Petroleum Corp.,
another Lundin Group company. Under
his leadership Lundin Norway turned
into one of the most successful players
on the Norwegian Continental Shelf and
added net discovered resources of close
to a billion boe to its portfolio. Before
joining Lundin Norway, Mr. Sanness
was Managing Director of Det Norske
Oljeselskap AS. From 1975 to 2000, Mr.
Sanness was at Saga Petroleum until
its sale to Norsk Hydro and Statoil,
where he held several executive
positions in Norway as well as in the US,
including being responsible for Saga’s
international operations and entry into
Libya, Angola, Namibia and Indonesia.
Mr. Sanness is a graduate of the
Norwegian Institute of Technology in
Trondheim where he obtained a Master
of Engineering (geology, geophysics,
and mining engineering). Mr. Sanness
also serves as a board member for
International Petroleum Corp., Lundin
Energy AB, Carbon Transition ASA, and
Panoro Energy ASA.
Board member
Mrs. Ådland holds a bachelor’s in
chemical engineering and a Master’s in
Process Engineering and has extensive
experience from various technical
and operational positions in Kværner,
Statoil and Gas de France/GDF Suez/
Engie/Neptune. Mrs. Ådland is currently
working in Vår Energi as Maintenance
& Logistics Manager. Mrs. Ådland is
also a board member of Panoro Energy
ASA and serves as the chairman of
the board of NOFO (the Norwegian
Clean Seas Association for Operating
Companies).
Board member
Mr. Hamilton has considerable
experience from various positions in
the international oil and gas industry.
Most recently, John was Chief Executive
Ocer of UK AIM listed President
Energy PLC, a Latin American focused
exploration company, which opened a
new onshore basin in Paraguay. Before
joining President, John was Managing
Director of Levine Capital Management,
an oil and gas investment fund. He was
also Chief Financial Ocer of UK FTSE
250 listed Imperial Energy PLC, until
its sale for over US$ 2 billion in 2008.
John also spent 15 years with ABN
AMRO Bank in Europe, Africa, and the
Middle East. Most of his time with ABN
AMRO was spent in the energy group,
with a principal focus on nancing
upstream oil and gas. John has a BA
from Hamilton College in New York, and
an MBA from the Rotterdam School of
Management and New York University.
Today, John holds the position as CEO
of Panoro ASA.
Torstein Sanness Hilde Ådland John Hamilton
MAGNORA ASA | ANNUAL REPORT 2021
23
Introduction
SENIOR
MANAGEMENT
Mr. Sneve has considerable experience from various positions in the in the investment industry and renewable industry in
Norway and abroad. Mr. Sneve has worked 25 years with investments and operationally in the VC industry, renewable industrial
and in a family oce in various positions and support services. His experience from working as an analyst, consultant, COO and
investment director is from EY, DnB Markets, Energy Future Invest (EFI – a Statkraft, Hafslund and Eidsiva Energi joint-venture)
and for Torstein Tvenge. He has worked internationally in the US, Sweden, Germany and opened oces in the UK and Sri Lanka.
He was also responsible for the Solibro AB (a Swedish solar technology company) development and sale to Q-cells AG, a Euro 84
million exit as an Investment Director in EFI. Mr. Sneve has also worked as a COO in an early-stage 3D software company building
an international organization working within the mobile telephony and health care industries. Mr. Sneve holds a B.Sc. in Finance
from Arizona State University with Summa Cum Laude (Dean’s List).
Bård Olsen has several years of experience from various controller positions in the US. He has also worked as an external auditor
at Henry & Horne, and internal auditor and responsible for regional SOX compliance at the NYSE listed dealership group Auto
Nation. Mr. Olsen has also worked at EY in a risk and internal control advisory role for banks and nancial institutions in Oslo,
Norway. Before joining Magnora, Mr. Olsen was Vice President of Global Compliance at MHWirth, a drilling equipment company
within the Aker Group, and held various positions within the group during the nine years there, including Head of Internal Audit at
Aker Solutions corporate. Mr. Olsen holds a B.S. in Finance and MBA from Arizona State University.
Erik Sneve | CEO
Bård Olsen | CFO
ESG
MAGNORA ASA | ANNUAL REPORT 2021
24
Magnora is committed to
supporting and investing in
renewable energy solutions, such
as wind power and solar power.
Our strategy is to develop projects
from early phase greeneld to
ready-to-build. With no debt and
signicant revenue from two
license agreements over the next
years, Magnora has the nancial
capacity to invest in projects
and companies that enable the
transition to a more sustainable
tomorrow.
Based on a lean operating
model, which is reected in small
management and portfolio teams,
Magnora is able to execute its
strategy eciently to build an asset
light green investment portfolio.
Our team brings decades of
experience with proven operating
and project execution models,
which is leveraged as we support
our portfolio companies to build a
presence within the wind and solar
power industries.
We aim to make a dierence in
our focus and commitment to local
stakeholders in our projects. It is
critical for the long-term value of
all projects that trust and mutual
benets are built with landowners,
local and national authorities, local
communities and NGOs. Local
suppliers are key for a sustainable
development and long-term value
of projects, and we therefore
engage early with suppliers to nd
local alternatives.
Magnora supports the UN
Sustainable Development Goals
(SDGs) and has identied three
goals where we can make a
dierence:
SDG 7
Ensure access to aordable,
reliable, sustainable and modern
energy for all. According to the UN,
an estimated 789 million people
lacked electricity in 2018. Solutions
for generating more electricity is
viewed as important for developing
better living conditions and
better opportunities for a large
group of people. Moreover, the
need for renewable energy is of
course important to lower global
emissions, thus combatting the
climate crisis. By investing in wind
power and solar power, Magnora
contributes to an increase in the
share of renewable energy in the
global energy mix.
SDG 9
Build resilient infrastructure,
promote inclusive and sustainable
industrialization, and foster
innovation. Building new
infrastructure for generation of
renewable energy will enable
existing industry to become more
sustainable by replacing fossil
and nuclear energy sources with
renewable energy. Some of our
power generation facilities are
likely to be located closer to the
end consumer, which will increase
eciency as less energy is lost in
transmission.
SDG 13
Take urgent action to combat
climate change and its impacts.
According to the UN, investment
in fossil fuels continues to be
higher than investment in climate
activities. By investing in renewable
energy solutions that support the
drop in global emissions, Magnora
makes a positive contribution to
the combat of climate change. This
is important as climate change
continues to exacerbate the
frequency and severity of natural
disasters, aecting more than
39 million people in 2018, again
according to the UN.
It is our ambition to promote
these three SDGs through
concrete actions on goals that
are relevant for our company,
activities and global presence.
We have performed a materiality
assessment where we have
identied our main stakeholders
and what we believe are their
expectations of Magnora. We
have also developed a governance
framework to ensure our
expectations to our stakeholders
are communicated clearly
through all necessary channels.
Implementation of our governance
framework includes training for
our board and employees, as well
as implementation of specic
guidance and tools. We hire people
based on our assessment of their
experience and attitude to ensure
they will promote our values and
safety mechanisms that ensures
the well-being of our employees,
partners, and contractors.
Although challenging with a small
team and specialist-focused
hiring, we are actively pursuing
gender diversity when hiring
and promoting, and we have a
zero tolerance for any form of
discrimination.
Our whistleblowing channel is
established to ensure employees,
partners, and contractors can
report their concerns if violation of
our code of conduct is suspected.
Although our current
environmental impact is primarily
through our investment choices, we
believe our values will have long-
term eects on the projects we
build and invest in throughout their
lifecycles.
SUSTAINABILITY
Financials
MAGNORA ASA | ANNUAL REPORT 2021
25
MAGNORA GROUP CONSOLIDATED
STATEMENT OF PROFIT OR LOSS
MAGNORA GROUP CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
NOK million Note 2021 2020
Operating revenue 24 13.8 27.1
Other operating revenue 24 1.4 1.3
Total operating revenue 15.2 28.4
Employee benet expense 16, 18 -20.4 -13.2
Prot/Loss from associated companies 7 -21.6 -0.9
Other operating expense 25, 26 -33.3 -8.2
Total operating expense -75.3 -22.3
Operating Prot/(loss) -60.1 6.1
Financial income 19 22.4 25.1
Financial expense 19 -17.4 -4.9
Foreign exchange gain/(loss) 0.0 7.8
Net nancial prot/(loss) 5.0 28.0
Prot/(loss) before tax -55.1 34.1
Tax income/(expense) 15 -7.7 -5.6
Annual net Prot/(loss) -62.8 28.5
NOK million Note 2021 2020
Net prot/(loss) continued operations -62.8 28.5
Net prot/(loss) attributable to equity holders -62.8 28.5
Earnings per share for prot/(loss) attributable to the equity holders of the Company during the year (NOK per share):
Basic
20 -1.11 0.54
Diluted
20 -1.11 0.54
NOK million 2021 2020
Net prot/(loss) -62.8 28.5
Foreign currency translation to be classied to prot or loss in subsequent period -2.3 0.0
Total comprehensive income -65.1 28.5
Total comprehensive income attributable to equity holders
-65.1 28.5
Total comprehensive income attributable to non-controlling interest
Financials
MAGNORA ASA | ANNUAL REPORT 2021
26
NOK million Note 31.12.21 31.12.20
ASSETS
Non-current assets
Deferred tax assets 15 23.4 31.1
Intangible assets 2.0 0.0
Investment in associated companies 7 61.4 24.5
Other non-current assets 23 1.3 0.0
Total non-current assets 88.1 55.6
Current assets
Trade and other receivables 8,9,10,23 6.8 4.0
Other current nancial assets 8,27,28
Cash and cash equivalents 8,9,11 96.9 44.8
Total current assets
Total assets 192.7 124.1
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital 12 28.0 25.8
Treasury shares -0.1 -0.1
Other equity 143.9 92.4
Total equity 171.8 118.1
LIABILITIES
Current liabilities
Trade payables 8 1.9 0.8
Provisions 17 2.3 3.9
Other current liabilities 14,25 16.7 1.3
Total current liabilities 20.9 6.0
Total liabilities 20.9 6.0
Total equity and liabilities 192.7 124.1
Oslo, Norway, 14 March 2022
The Board of Directors of Magnora ASA
Torstein Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik Sneve
CEO
MAGNORA GROUP CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
Financials
MAGNORA ASA | ANNUAL REPORT 2021
27
MAGNORA GROUP CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
NOK million Share capital
Treasury
Shares
Other equity Total equity
Equity as of 1 January 2021 25.8 -0.1 92.4 118.1
Total comprehensive income for the period -65.1 -65.1
Capital increase 2.2 113.2 115.4
Share based payments (Note 11) 3.4 3.4
Total changes in equity 2.2 0.0 51.6 53.7
Equity as of 31 December 2021 28.0 -0.1 * 143.9 171.8
NOK million Share capital
Treasury
Shares
Other equity Total equity
Equity as of 1 January 2020 25.8 0.0 79.8 105.6
Total comprehensive income for the period 28.5 28.5
Acquired treasury shares -0.1 -0.5 -0.6
Share based payments (Note 11) 1.9 1.9
Capital reduction and distribution -17.4 -17.4
Total changes in equity 0.0 -0.1 12.6 12.5
Equity as of 31 December 2020 25.8 -0.1 * 92.4 118.1
* As of 31 December 2021, Magnora owned 63,540 shares or 0.11 percent of total shares outstanding through the share buyback
program.
* As of 31 December 2020, Magnora owned 76,175 shares or 0.15 percent of total shares outstanding through the share buyback
program.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
28
NOK million 2021 2020
Cash ow from operating activities
Cash from operations 22 -23.7 29.9
Net cash generated from operating activities -23.7 29.9
Cash ows from investment activities
Purchase of associated companies -77.4 -25.4
Sale of associated companies 20.0 0.0
Purchase/sale of marketable securities 18.9 0.0
Loan to Arendal Brygge AS -1.2 0.0
Net cash from investment activities -39.7 -25.4
Cash ow from nancing activities
Capital distribution 0.0 -17.4
Treasury shares 0.0 -0.6
Capital increase 115.4 0.0
Net cash from nancing activities 115.4 -18.0
Net cash ow from the period 52.0 -13.5
Cash balance at beginning of period 44.8 58.3
Cash balance at end of period* 96.9 44.8
* Restricted cash is NOK 1.0 million on 31 December 2021.
MAGNORA GROUP CONSOLIDATED
CASH FLOW STATEMENT
Financials
MAGNORA ASA | ANNUAL REPORT 2021
29
MAGNORA GROUP NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. CORPORATE INFORMATION
After selling its assets, rights, and intellectual property rights of cylinder vessel design to Sembcorp Marine
Integrated Yard Pte. Ltd. (SMIY) in 2018, Magnora retained the nancial benets from the Dana license agreement
and the Shell Penguins license agreement. The Group is now a renewable energy development company, focusing
on development of wind and Solar PV projects from early phase greeneld to ready-to-build.
At the general meeting held on 21 May 2019, it was approved to amend the objectives of the company as set out in
growth and investment opportunities with the objective of generating further shareholder value.
The Group is a public limited liability company incorporated and domiciled in Norway and with its shares listed on
the Oslo Stock Exchange. The address of its registered office is Karenslyst Allé 2, 0277 Oslo . These consolidated
nancial statements were approved by the Board of Directors on 14 March 2022.
Overview of Group structure as of 31 December 2021:
Subsidiaries
Registered
oce Shareholder
Shareholder
interest
31.12.2020
Shareholder
interest
31.12.2021 Equity
Prot/ (loss)
2021
Magnora Holding
AS
AGV Projects Ltd. Norway Magnora ASA 0% 100% 2.0 -8.2
Magnora Oshore
Wind AS
Norway Magnora ASA 0% 100%* 0.1 -17.2
Amounts in the table above are prepared in local GAAP and presented in NOK million.
* TechnipFMC ownership of 20% not yet registered in the Corporate Register as of 31 December 2021.
Subsidiaries listed above of which the Group has a shareholder interest per 31.12.2021, are included in Magnora
ASA’s consolidated nancial statements, as the control criteria in IFRS 10 are met.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated nancial statements are set
out below. These policies have been consistently applied to all the years presented, unless otherwise stated. All
numbers are in NOK million unless otherwise stated. Some totals may appear inconsistent due to rounding.
2.1. Basis of preparation
The consolidated nancial statements of the Group have been prepared in accordance with International Financial
Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and valid as of 31
December 2021. The consolidated nancial statements have been prepared under the historical cost convention.
The preparation of nancial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise judgment in the process of applying the Group’s accounting
policies. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are
Financials
MAGNORA ASA | ANNUAL REPORT 2021
30
signicant to the consolidated nancial statements are disclosed in Note 4.
2.1.1. Change in accounting policies
The IASB has also adopted several small changes and clarications in several dierent standards. It is not expected
that any of these changes will have considerable eect for the Group. The Group has not chosen to adopt early any
standards, interpretations or amendments that have been issued but are not yet eective.
2.1.2. Future changes in standards
The Group is not aware of any future IFRS changes that could aect the consolidated nancial statements.
2.2. Consolidation
Subsidiaries
Subsidiaries comprise all entities over which the Group has the power to control. Control is achieved when the
Group is exposed, or has rights, to variable returns from its involvement with the investee and can aect those
returns through its power over the investee.
Specically, the Group controls an investee if and only if the Group has:
» Power over the investee
» Exposure, or rights, to variable returns from its involvement with the investee, and
» The ability to use its power over the investee to aect its returns
When the Group has less than a majority of the voting rights of an investee, the Group consider all relevant facts
and circumstances in assessing whether it has power over an investee, including:
» The contractual arrangement with the other vote holders of the investee
» Rights arising from other contractual arrangements
» The Group’s voting rights and potential voting rights
The Group re-assesses whether it controls an investee and if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control over the subsidiary.
A change in ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction.
The Group applies the acquisition method to account for the acquisition of subsidiaries. The cost of an acquisition is
measured as the fair value of the assets transferred, equity instruments issued, and liabilities incurred assumed at
the date of exchange. Acquisition- related costs are expensed as incurred. Identiable assets acquired and liabilities
and contingent liabilities incurred in a business combination are measured initially at their fair values at the
acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition
basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of
acquiree’s identiable net assets.
The excess of the cost of the acquisition over the fair value of the Group’s share of the identiable net assets
acquired is recorded as goodwill. If the cost of the acquisition is less than the fair value of the net assets of the
subsidiary acquired, the dierence is recognised in the income statement immediately.
Intercompany transactions, balances, and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred.
Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by
the Group.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
31
Joint ventures and associates
Joint ventures are companies or entities where Magnora has joint control with one or several other investors.
Share of associates are companies where Magnora has considerable, but not controlling inuence. Normally,
considerable inuence is dened as having an ownership between 20 % and 50 % of the voting rights.
Ownership in both joint ventures and associates are accounted for using the equity method of accounting.
Disposal of subsidiaries
When the Group ceases to have control or signicant inuence, any retained interest in the entity is re measured
to its fair value, with the change in carrying amount recognised in prot or loss. The fair value is the initial carrying
amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture, or
nancial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that
entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that
amounts previously recognised in other comprehensive income are reclassied to prot or loss.
2.3. Foreign currency translation
Functional and presentation currency
Items included in the nancial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which each entity operates (‘the functional currency’). The consolidated nancial
statements are presented in NOK, which is the Group’s presentation currency. The functional currency for the
parent company is NOK.
Transactions and balances
Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from settlement of such transactions
(realised items) and from translation at exchange rates prevailing at balance sheet date of monetary assets and
liabilities denominated in foreign currencies (unrealised items) are recognised in the income statement, except
when deferred in equity as qualifying cash ow hedges.
Group companies
The results and nancial position of all Group entities (none of which has the currency of a hyperinationary
economy) that have a functional currency dierent from the presentation currency, are translated into the
presentation currency as follows:
Assets and liabilities are translated at exchange rates prevailing at balance sheet date.
Income and expenses are translated at average exchange rates. All resulting exchange dierences are recognised in
Other Comprehensive Income.
Upon consolidation, exchange dierences arising from the translation of the net investment in foreign operations,
and of borrowings and other currency instruments designated as hedges of such investments, are taken to other
comprehensive income. When a foreign operation is sold, exchange dierences that were recorded in equity are
recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising
on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the
closing rate.
2.4. Trade Receivables and other Financial Assets
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If
collection is expected in one year or less, they are classied as current assets. If not, they are presented as non-
current assets. Trade receivables and other nancial assets are recognised initially at transaction price according
Financials
MAGNORA ASA | ANNUAL REPORT 2021
32
to IFRS 15 and subsequently measured at amortised cost using the eective interest method, less provision for
impairment. The Group recognises an allowance for expected credit losses (ECLs) for all nancial assets not held at
fair value through prot or loss (e.g., trade receivables). ECLs are based on the dierence between the contractual
cash ows due in accordance with the contract and all the cash ows that the Group expects to receive, discounted
at an approximation of the original eective interest rate. The Group applies a simplied approach in calculating
ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on
lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical
credit loss experience, adjusted for forward-looking factors specic to the debtors and the economic environment.
The provision for impairment of trade receivables is recognised in the income statement as ‘other operating
expense’. The provision for impairment of other nancial assets is recognised in the income statement as ‘nancial
expense’.
Hedge accounting has not been applied in 2021 or 2020.
The Group measures nancial assets at amortised cost if both of the following conditions are met:
» The nancial asset is held within a business model with the objective to hold nancial assets to collect
contractual cash ows and,
» The contractual terms of the nancial asset give rise on specied dates to cash ows that are solely payments of
principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the eective interest (EIR) method and are
subject to impairment. Gains and losses are recognised in prot or loss when the asset is derecognised, modied,
or impaired.
The Group’s nancial assets at amortised cost includes trade receivables and other short-term receivables. Trade
receivables that do not contain a signicant nancing component are measured at the transaction price determined
under IFRS 15 Revenue from contracts with customers.
Financial assets are included in current assets, except for those with maturities greater than 12 months after
balance sheet date, in which case they are classied as non-current assets.
Financial assets also include marketable securities classied as other current nancial assets. All securities acquired
are suciently liquid shares to allow trading on short notice in case additional funds are needed for working
capital. Furthermore, all securities are shares traded on the Oslo, Stockholm, or other major international stock
exchanges, and as such, subject to market risks in addition to the specic risks relevant for the company each
security represents. Risks related to marketable securities are managed by daily monitoring, weekly update of the
portfolio overview, and through trading shares not meeting the risk tolerance set by the Group.
As further detailed in note 27 below, these items are in accordance with IFRS 9 adjusted to reect the current
market value of each security at the reporting date. Purchases and sales of marketable securities are accounted
for at trade date. Marketable securities are accounted for at fair value and reected in the Income Statement as
nancial gain or loss.
2.5. Cash and cash equivalents
In the consolidated statement of cash ow, cash and cash equivalents includes cash in hand, bank deposits, other
short-term highly liquid investments with original maturities of three months or less.
2.6. Share capital
Ordinary shares are classied as equity. Incremental cost directly attributable to the issue of new shares is shown
in equity as a deduction, net of tax, from the proceeds. Where any Group company acquires the Group’s equity
share capital (treasury shares), the consideration paid, including any directly attributable cost (net of income taxes)
is deducted from equity attributable to the Group’s equity holders until the shares are cancelled, reissued, or
disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly
attributable transaction cost and income tax, is included in equity attributable to the Group’s equity holders.
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2.7. Current and deferred income tax
The tax expense for the period comprises current and changes in deferred tax. Tax is recognised in the income
statement, except to the extent that it relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the
balance sheet date in the countries where the Group and its subsidiaries operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to
be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary dierences arising between the
tax bases of assets and liabilities and their carrying amounts in the consolidated nancial statements. However, the
deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction
other than a business combination that at the time of the transaction aects neither accounting nor taxable
prot and loss. Deferred income tax is determined using tax rates (and legislation) that have been enacted or
substantially enacted by balance sheet date and are expected to apply when the deferred income tax asset is
realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent
that it is probable that future taxable prot will be available against which the temporary dierences can be
utilised. Signicant management judgement is required to determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and the level of future taxable prots. Deferred income tax is provided
on temporary dierences arising from investments in subsidiaries and associates, except where the timing of the
reversal of the temporary dierence is controlled by the Group and it is probable that the temporary dierence will
not reverse in the foreseeable future. The tax base included in the calculation of deferred income tax is calculated
in local currency and translated into NOK at foreign exchange rates prevailing at balance sheet date. Deferred
income tax asset and liabilities are oset when there is a legally enforceable right to oset current tax assets
against current tax liabilities and when the deferred income taxes assets and liabilities related to income taxes
levied by the same taxation authority on either the same taxable entity or dierent taxable entities where there is
an intention to settle the balances on a net basis.
2.8. Employee Benets
Pension obligations
As of year-end 2021 the Group operates a dened contribution plan. The plan is funded through payments to
the pension company, and the Group has no further payment obligations once the contribution is paid. The
contributions are recognised as employee benet expenses when they are due. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Prot-sharing, retention and bonus plans
The Group recognises a provision where contractually obliged or where there is a constructive obligation. The
provision considers the incurred portion of the measurement period and shall be based on a ‘best estimate’ of the
expected achievements of the key performance indicators as set out in the actual bonus program.
Share-based payments
The Group has share-based payment programs to management and employees. Bonus shares in these programs
are awarded net after tax. The Group is obliged to withhold an amount for an employee’s tax obligation associated
with a share-based payment and transfer that amount, normally in cash, to the tax authority on the employee’s
behalf. These share-based payment programs, including tax, are considered as equity-settled sharebased
payments. In addition, the Group is obliged to make a provision for social security tax related to these programs,
to be transferred to the tax authority, normally in cash. This part of the share-based payment arrangements is
recognised as a cash-settled share-based payment. Equity-settled share-based payments are measured at fair value
(excluding the eect of non-market-based vesting conditions) at the date of grant. The fair value determined at the
grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s
estimate of the shares that will eventually vest, adjusted for the eect of non-marketbased vesting conditions.
Cash-settled share-based payments are measured at fair value of the liability. The liability is remeasured at each
reporting date.
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2.9. Provisions
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation because of a
past event, and it is probable that an outow of economic benets will be required to settle the obligation and the
amount has been reliably estimated.
Provisions are not recognised for future operating losses. Where there are several similar obligations, the likelihood
that an outow will be required in settlement is determined by considering the class of obligations as a whole. A
provision is recognised even if the likelihood of an outow with respect to any one item included in the same class
of obligations may be small.
Provisions are measured as the present value of the expected expenditures required to settle the obligation using a
pre-tax discount rate that accounts for time value of money and risks specic to the obligation. The increase in the
provision due to passage of time is recognised as interest expense.
2.10. Revenue Recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the
customer at an amount that reects the consideration to which the Group expects to be entitled in exchange for
those goods or services.
Revenue is recognised as follows:
» The Group receives royalty in exchange for the license of intellectual property (design fees). The royalty received
is recognised at the later of when:
- the subsequent sale or usage occurs; and
- the performance obligation to which some or all the sales-based or usage-based royalty has been allocated is
satised
The royalty is based on production and ooading of oil barrels and the revenue is recognised as the ooading
occurs.
» Dividend income is recognised when the right to receive payment is established
» Interest income is recognised on a time-proportion basis using the eective interest method
2.11. Dividend Distribution
Dividend distribution to the Group’s shareholders is recognised as a liability in the Group’s nancial statements in
the period in which the dividend is approved by the Group’s shareholders.
2.12. Trade Payables
Trade Payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classied as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the
eective interest method.
2.13. Cash Flow Statement
The cash ow statement is prepared in accordance with the direct method.
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NOTE 3. FINANCIAL RISK MANAGEMENT
3.1. Financial Risk Factors
The Group is exposed to market risk, project risk, reservoir risk, credit risk, currency risk, renewable license risk,
concession risk, interest rate risk, ination risk, liquidity risk, climate risks, and regulatory risks. The Company’s
overall risk management programme focuses on the uncertainty of nancial markets and seeks to minimise
potential adverse eects on its nancial performance.The Group selects its portfolio projects and companies
with emphasis on diversication to mitigate the various inherent risks in each segment of the renewable energy
production industry. This does not reduce the individual risks below but makes the Group less vulnerable to the
eects of those risks.
3.1.1. Market Risk
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions,
recognised assets or liabilities, and net investments in foreign operations when such transactions, assets or
liabilities are denominated in a currency that is not the entity’s functional currency. Most of the Group’s revenue is
in USD. To reduce the currency risk, the Group has sold bulks of USD during 2021.
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s revenue.
Any annualised increase or decrease in the USD/NOK foreign exchange by 10 percent would have increased or
decreased the Group’s 2021 prot before tax by NOK 1.4 million (2020: NOK 2.6 million).
Development risk
The Group is exposed to commodity price risk. Income is sensitive to oil price developments, uctuations in
production levels, exploration results and general activity within the oil industry.
The Group is subject to specic eld development and reservoir risk in situations where the license fee is tied to
eld development and production such as the Dana Western Isles income and Shell Penguins license fee income.
The Group’s main income is derived from only two sources, being the Dana Western Isles agreement and the Shell
Penguins license fee.
The Group’s exposure to production risk relates primarily to the royalty revenue from the production and
ooading of oil from the Dana Western Isles FPSO. Any annualised increase or decrease in the production and
ooading by 10 percent would have increased or decreased the Group’s 2021 prot before tax by NOK 1.4 million
(2020: NOK 2.7 million).
The recent Covid-19 virus could potentially aect revenues for a short period if the FPSO crew is dismissed due to
infection risk or similar. Magnora would be without revenues during a period the FPSO is not producing, but the
revenues from production and ooading would only be deferred and not lost.
Similarly, the Group is exposed to development risk in its portfolio companies, as the portfolio companies also can
be aected by inadequate access to key personnel with specic competency, lack of willingness from landowners
to sign land lease agreements due to changes in regulatory and market conditions. General uncertainty caused by
Covid-19 can also cause some of these eects.
The project development process for renewable energy plants is also exposed to risks. The process for obtaining
concession from relevant authorities can vary in dierent countries, but most countries have required local
acceptance, and in some countries the local municipality has veto rights. The public opinion and local municipality
veto rights can aect the licensing decisions and has in some countries caused changes to the political process
determining the regulatory framework for obtaining concession for building and operating renewable energy
plants. These uncertainties can cause delays and rejection of the concession applications, and it can cause the
economics of the projects to be worsened as the approved size of turbines may not be sucient for an optimised
wind park. There is also risk related to military installations and training areas in addition to wildlife risks.
Market price of electricity can inuence the protability and value of Magnora’s investments, and the price of
electricity is inuenced by government subsidies, supply and demand, availability of alternative energy sources (oil,
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MAGNORA ASA | ANNUAL REPORT 2021
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coal, natural gas, nuclear plants, etc.), development cost and cost of equipment for power plants, and eciency
improvements within renewable energy plants (wind and solar for Magnora). One signicant inuencing factor in
electricity prices is the political developments pushing for renewable energy to take over for the use of fossil fuels
and the shutting down of nuclear plants.
3.1.2. Credit Risk
Credit risk arises from cash and cash equivalents, derivative nancial instruments and deposits with banks and
nancial institutions, as well as loans and credit exposures to customers. The Group has one main banking
relationship with a nancial institution that is currently rated Aa3.
The Group’s major customers are oil companies and global marine contractors with a strong nancial basis, but, as
with suppliers and customers in general, there is a risk that unforeseen nancial diculties on the counterparty’s
side may arise which could have material adverse eects on the nancial condition, the cash ows and/or the
prospects of the Group.
3.1.3. Liquidity risk
Prudent liquidity risk management implies maintaining sucient cash and marketable securities, and the ability to
close out market positions.
The Group has implemented routines to continuously update its cash ow forecast with changes to main
assumptions relating to payment schedules, license milestone payments etc and to be able to foresee the
necessary actions required to rectify any potential adverse eects on its future liquidity position.
The Group is subject to currency, eld development and reservoir risk in situations where the license fee is tied to
the eld development and production such as the Dana income and Shell Penguins license fee income paid in USD.
The company also relies heavily on two customers, Dana Petroleum and Shell for most of its operating revenues
over the next three to four years.
The Group derive all its cash ow from nancial investments, two legacy agreements and it associated companies.
Negative cash ow and lack of nancial performance from those companies therefore aects the Group. The
exposure is limited to the Group’s invested amount in those companies and is closely linked to the associated
companies’ ability to execute its strategy and manage risks it is exposed to. Magnora is represented on all the
boards of its associated companies and mitigates risks through normal governance processes.
Access to capital is a risk now that the Group is investing in more capital-intensive projects. This is managed
through close dialogues with nancial institutions and a strict timeline for cash ow that matches future investment
payments with investment gains from farm-downs and exits.
At the balance sheet date, the Group has no borrowings, and both Trade receivable and payable mature within a
normal 30-day cycle, with exception of some receivables towards the associated companies.
Magnora is in a solid liquidity position with a cash balance of NOK 96.9 million at balance sheet date.
3.1.4. Covenant
The Group currently has no outstanding covenants or security arrangements in place.
3.1.5. Capital Management
For the Group’s capital management, capital means total equity and cash balance. The primary objective of the
Group’s capital management is to maximise shareholder value.
The Group manages its capital through budgeting and cost monitoring.
The Group has exercised a conservative capital and cash management during 2020 and 2021. A sound nancial
position, with no interest-bearing debt and an asset light balance sheet reduces the capital and cash management
risks.
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NOTE 4. ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are assumed to be reasonable under current circumstances.
4.1. Critical Accounting Estimates and Assumptions
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have
signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
nancial year are disclosed below.
Taxes
Judgment is required in determining the provision for income taxes. During the ordinary course of business,
transactions and calculations occur for which the ultimate tax eect is uncertain. The Group recognises liabilities
for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the outcome of
these matters is dierent from the amounts initially recognised, such dierences will impact the income tax and
deferred tax provisions in the period in which such determination is made.
The accounting for deferred income tax assets relies upon management’s judgment of the Group’s ability to
generate future positive taxable income in each respective jurisdiction. Deferred tax assets are recognised in
relation to the carry forward of unused tax losses only to the extent that it is probable that taxable prot will be
available against which the losses can be utilised in the future. Signicant management judgement is required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of
future taxable prots.
The companies within the Magnora Group have in sum material deductible temporary dierences (reference note
15) which, dependent on meeting the recognition requirements according to IAS 12, could result in recognition of
deferred tax assets in the balance sheet.
The deferred tax asset has been updated as of December 31, 2021, based on the expected revenues and expenses
for the next ve years. The recognised deferred tax asset is most sensitive to expected future royalty revenue from
the production and ooading of the Dana Western Isles FPSO, and the Group’s operating cost level going forward.
An assumption has been made that the FPSO will produce according to the expected production prole based on
eld reserves and lifetime estimates, and that the cost level will be approximately NOK 40 million based on current
structure and activities of the Group. The deferred tax asset recognised is expected to be utilised within the next
5 years based upon on the Group’s contract portfolio and cost base as of today. The book value of the deferred
tax asset represents a minor part of the total accumulated tax losses. The book value of the deferred tax asset
represents a minor part of the total accumulated tax losses of over NOK 3.5 billion.
4.2. Judgements - Investment in associated companies
The Group invested in Kustvind AB in March 2020 through a share issue and currently has 30 percent ownership.
Magnora further has the right to increase its ownership to 50% according to a budget and milestone plan. The
option to increase ownership is currently not exercisable, as the increase in ownership must come from a capital
call from the Kustvind board due to a capital need in the project. The three founders of Kustvind own equal shares
of the remaining shares in the company. Magnora has three out of ve board members, and the founders have
the remaining two members of the board. The other shareholders have the right to elect its third board member
at any time, and it is expected that they will do so shortly. Magnora is a minority owner with three other owners
and has signicant inuence of the company. Hence its ownership is accounted for using the equity method as an
associated company.
The Group invested in Evolar AB in November 2020 through a share issue for 28.44 percent ownership, which was
increased to 40.7 in June 2021 and to 50 percent in December 2021. The ve founders of the company own equal
shares of the remaining shares in the company. Magnora has two out of ve board members, and the founders
have the remaining three members of the board. Signicant decisions (e.g., Issues of new shares, mergers or
demergers, sale of all or substantially all the assets of a member of the group, amendments and revisions of the
business plan) shall always require the consent and approval by the Board members nominated by Magnora. For
other decisions Magnora does not have the majority of the votes. The Group determines it does not have signicant
control but does have signicant inuence in Evolar. Magnora invested in this company with the intention of
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MAGNORA ASA | ANNUAL REPORT 2021
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providing nancing, strategic advice, and assistance with a potential stock exchange listing when the R&D has
developed to an adequate stage but does not interfere in operations of the company. Magnora ASA has an option
to acquire a total of 63.5% of the company, but this option is not currently exercisable. Hence its ownership is
accounted for using the equity method as an associated company.
The Group invested in Helios AB in February 2021 through a share issue and owns 40 percent of the company at
the balance sheet date. The remaining ownership of Helios is divided between the three founders of the company
and other early investors. Magnora has one out of ve board members, and the founders and other shareholders
have the remaining four members of the board. Although Magnora is a majority owner, it exerts no strategic or
operational inuence on this company, as Helios operates in a segment Magnora has not explored prior to this
investment. This company operates fully independent of Magnora. For up to two years after the First Investment
from Magnora, signicant resolutions (e.g. Annual budgets, amendments in the business plan, any merger/
demerger and so on) must be approved by the Board and supported by the director appointed by Magnora.
Magnora has signicant inuence in the company and its ownership is accounted for using the equity method as an
associated company.
NOTE 5. SEGMENT FINANCIALS
The Group has developed from being a former oil and gas engineering company with license revenues and
transformed into a renewable energy development company with several projects and investments in companies
in its portfolio. As the Group has grown, it has implemented an updated operating model to manage its increasing
portfolio. As part of the new operating model, corporate and project related activities and expenses are followed up
and reported separately. This is reected in the tables below.
Both the project and corporate segments engage in business activities where it earns revenues and incur expenses.
The project segment has not earned any revenues yet as all projects are in early-phase development. All licensing
revenues from legacy oil and gas contracts are managed and reported as part of the corporate segment, and the
renewable activities and investments are reported in the project segment. M&A related expenses for projects
and transactions that do not materialise, are reported as an expense in the corporate segment, which is shown
separately to show the cost base of the Group. Operating results of the segments are regularly reviewed by the
entity’s chief operating decision maker, which is the Magnora board, to make decisions about resources allocated to
the segment and assess its performance. Segment performance is evaluated based on EBITDA and operating prot/
loss.
Segment nancials 2021
NOK million Note Corporate Projects Elimination Consolidated
Operations
Operating revenue 24 13.8 0.0 0.0 13.8
Other operating revenue 24 4.9 0.0 -3.5 1.4
Operating expense 26 -30.8 -3.5 3.5 -30.8
Development and M&A expense 26 -0.5 -22.4 0.0 -22.9
EBITDA -12.6 -25.9 0.0 -38.5
Prot/loss from associated companies 0.0 -21.6 0.0 -21.6
Operating prot/(loss) -12.6 -47.5 0.0 -60.1
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Segment nancials 2020
NOK million Note Corporate Projects Elimination Consolidated
Operations
Operating revenue 24 27.1 0.0 0.0 27.1
Other operating revenue 24 1.6 0.0 -0.3 1.3
Operating expense 26 -17.5 -0.3 0.3 -17.5
Development and M&A expense 26 0.0 -3.9 0.0 -3.9
EBITDA 11.2 -4.2 0.0 7.0
Prot/loss from associated companies 0.0 -0.9 0.0 -0.9
Operating prot/(loss) 11.2 -5.1 0.0 6.1
NOTE 6. ADJUSTED EBITDA
Adjusted EBITDA, as dened by Magnora, excludes M&A related expenses, development cost, expenses from
consolidated entities, and non-cash items and adjustments, such as options related expenses. The purpose of this
measure is to show the cost base of the Group for the reporting period.
NOK million 2021 2020
Operations
Total operating revenue 15.2 28.4
Employee benet expense -20.4 -13.2
Other operating expense -33.3 -8.2
EBITDA -38.5 7.0
Development and M&A expense 22.9 4.0
Share-based payments (non-cash) 3.4 1.9
Adjusted EBITDA -12.2 12.9
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NOTE 7. ASSOCIATED COMPANIES
Associated
company
Registered
oce
Shareholder
Shareholder
interest
01.01.2020
Shareholder
interest
31.12.2020
Shareholder
interest
31.12.2021
Arendal Brygge AS Norway Magnora ASA 50% 50% 50%
Vindr AS* Norway Magnora ASA 0% 25% 25%
Kustvind AB Sweden Magnora ASA 0% 15% 30%
Helios AB Sweden Magnora ASA 0% 0% 40%
Evolar AB Sweden Magnora ASA 0% 28.44% 50%
2021
Registered
oce
Assets Liabilities Revenues Prot/loss
% interest
held
Arendal Brygge AS Norway 29.5 -55 -3.6 -0.9 50%
Evolar AB Sweden 9 5 0 -23 50%
Kustvind AB Sweden 2 , - -9 30%
Helios Nordic Energy AB Sweden 17.5 2.5 2.2 -8.2 40%
Total 28.7 7.8 2.4 -40.0
Amounts in the tables above are prepared in local GAAP and presented in NOK million.
* Magnora and Vindr have in 2022 decided to split the Nordic and South African activities and discontinue the
development of the Vindr Group. Magnoras share of Vindr AS is after this transaction 0%.
NOK million 2021 2020
Book value 1 January 24.5 0.0
Acquisition of associates 80.7 25.4
Disposals/ -sale of associates -20.0 0.0
Share of prot/loss -13.8 -0.9
Impairment -7.7 0.0
Currency translation dierence -2.2 0.0
Net book value 31 December 61.4 24.5
Magnora owns 50% of the shares in Arendal Brygge AS, and the regional bank Sparebanken Sør owns the other
50% of the shares. Arendal Brygge is classied as an associated company as Magnora does not exercise control
over the activities of Arendal Brygge AS and therefore accounts for its shareholding in Arendal Brygge using the
equity method. The book value of the investment has been written down to zero due to large losses incurred by
Arendal Brygge AS, and the operating results of Arendal Brygge is therefore not accounted for. Arendal Brygge
is part of Magnora’s legacy business. Arendal Brygge was the Company’s headquarter until it sold its previous
business to Sembcorp Marine. Sparebanken Sør and Arendal Brygge is investigating possibilities for developing the
Arendal Brygge waterfront property.
Magnora invested in Vindr AS in March 2020 and owned 25 percent as of 31 December 2021. Vindr is a developer of
small and medium sized onshore wind projects in areas with already cultivated land, and as of the end of 2020, the
company was established in Norway and Sweden with a sta of two in each country. In 2021 Magnora started the
process of incorporating the Vindr Group where Magnora planned to contribute its shares in Vindr AS in addition to
NOK 20 million for a total ownership of 50% in Vindr Group. Later in 2021 Magnora and Vindr decided to split the
Nordic and South African activities and discontinue the development of the Vindr Group. This process was nalised
in 2022 and led to an impairment of the investment in Vindr AS amounting NOK 7.7 million in 2021. Magnoras book
value of Vindr AS is 0 as of 31 December.
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Magnora invested in Evolar AB in November 2020 and owns 50 percent of the company as of 31 December 2021.
The following table illustrates the summarised nancial information for Magnora’s investment in Evolar AB:
NOK million 2021 2020
Current assets 17.1 11.5
Non-current assets 4.2 4.5
Current liabilities 5.2 0.5
Non-current liabilities 0.0 0.8
Equity 16.1 14.9
Magnora’s share in equity 8.1 4.3
Goodwill 22.5 11.1
Magnora’s carrying amount of investment -30.6 15.4
Prot/(loss) before tax -23.0 0.4
Total comprehensive income for the year -23.0 0.4
Magnora’s share of prot/(loss) for the year -8.4 0.1
Magnora invested in Kustvind AB in March 2020 and owned 15% as of 31 December 2020. In the 2020 nancial
statements the ownership was accounted for as a nancial asset. After additional investments in 2021 Magnora
owns 30 percent of the company as of 31 December 2021. The following table illustrates the summarised nancial
information for Magnora’s investment in Kustvind AB:
NOK million 2021
Current assets 2.0
Non-current assets 0.5
Current liabilities 0.0
Non-current liabilities 0.0
Equity 1.9
Magnora’s share in equity 0.6
Goodwill 10.7
Magnora’s carrying amount of investment 11.3
Prot/(loss) before tax -9.0
Total comprehensive income for the year -9.0
Magnora’s share of prot/(loss) for the year -1.6
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Magnora invested in Helios Nordic Energy AB in February 2021 and owns 40 percent of the company as of 31
December 2021. The following table illustrates the summarised nancial information for Magnora’s investment in
Helios:
NOK million 2021
Current assets 6.3
Non-current assets 15.2
Current liabilities 1.8
Non-current liabilities 0.7
Equity 16.4
Magnora’s share in equity 6.6
Goodwill 12.9
Magnora’s carrying amount of investment 19.5
Prot/(loss) before tax -8.2
Total comprehensive income for the year -8.2
Magnora’s share of prot/(loss) for the year -2.5
See note 3.1 above regarding development risks of the portfolio companies.
Impairment of associated companies is evaluated annually after year-end, and for nancial year 2021 the Group
has assessed if there are indicators for impairment. No indicators for impairment were identied as all associated
companies are in an early phase of their development and progressing as planned.
NOTE 8. FINANCIAL INSTRUMENTS BY CATEGORY
Accounting principles for nancial instruments were applied to the line items below as indicated:
Financial assets
NOK million 2021 2020
Category: Asset:
Financial assets at amortised cost Trade receivables 6.8 4.0
Other nancial assets at amoritised cost Other nancial assets 0.4 0.0
Financial assets at fair value through
prot/loss
Listed equity investments 0.5 13.8
Financial assets at fair value through
prot/loss
Non-listed equity investments 0.0 5.8
Fair value through prot and loss Cash and cash equivalents 96.9 44.8
Total nancial assets 104.6 68.4
Financial liabilities
NOK million 2021 2020
Category: Asset:
Financial liabilities at amortised cost Trade payables 1.9 0.8
Total nancial liabilities 1.9 0.8
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Set out below is a comparison, by class, of the carrying amounts and fair values of Magnora’s nancial instruments,
other than those with carrying amounts that are reasonable approximations of fair values:
2021 2020
Financial assets Carrying amount Fair value Carrying amount Fair value
Non-listed equity
investments
0.0 0.0 5.5 5.5
Listed equity investments 0.5 0.5 13.6 13.8
Fair Value Estimation
Management has determined that the fair values of cash, short-term deposits, trade receivables, trade payables,
bank overdrafts, and other current liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.
The following methods and assumptions were used to estimate the fair values:
» There is an active market for the Group’s listed equity investments
» The fair values of the non-listed equity investments have been set equal to the cost of the investments. These
investments are currently in a early stage development phase. The cost is evaluated to reect the development
of the projects and companies up until they reach certain milestones that demonstrates value creation. Once
investments are in operational phase, they will be valued using a DCF model if Magnora still has ownership in the
company or project.
NOTE 9. CREDIT QUALITY OF TRADE RECEIVABLES AND CASH
The credit quality of trade receivables and cash that were neither past due nor impaired was assessed by reference
to external credit ratings (where available) and by analysis of historical information about counterparty default
rates:
Trade receivables
NOK million 2021 2020
No external rating 1.1 0.0
Ba3 0.0 2.5
Total trade receivable 1.1 2.5
Cash and cash equivalents
NOK million 2021 2020
Aa3 96.9 44.8
Total cash and cash equivalents 96.9 44.8
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NOTE 10. TRADE AND OTHER RECEIVABLES
Specication of trade and other receivables
NOK million 2021 2020
Trade receivables 1.1 2.5
Other receivables 5.7 1.5
Trade and other receivables 6.8 4.0
Aging of trade receivables
NOK million 2021 2020
Not Due 1.1 2.5
Due 0.0 0.0
Total trade receivables 1.1 2.5
At balance sheet date, no trade receivables were past due in 2020 and 2019.
Currency denomination of trade receivables, carrying amounts
NOK million 2021 2020
USD 0.0 2.5
NOK 1.1 0.0
Total trade receivables 1.1 2.5
NOTE 11. CASH AND CASH EQUIVALENTS
Specication of trade and other receivables
NOK million 2021 2020
Cash at bank and in hand 95.9 44.4
Restricted short-term bank deposits 1.0 0.4
Total cash and cash equivalents 96.9 44.8
NOTE 12. SHARE CAPITAL
The total authorised number of ordinary shares was 57.1 million (2020: 52.6 million) with a par value of NOK 0.49
(2020: NOK 0.49) per share. All issued shares were fully paid at balance sheet date.
NOK million
Number of
shares Share capital Share premium Total
1 January 2021 52,586,698 25.8 0.0 25.8
Capital increase 4,485,981 2.2 0.0 2.2
31 December 2021 57,072,679 28.0 0.0 28.0
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NOK million
Number of
shares Share capital Share premium Total
1 January 2020 52,586,698 25.8 0.0 25.8
31 December 2020 52,586,698 25.8 0.0 25.8
20 largest shareholder accounts 27 January 2022 Number of shares Percent ownership
(source: VPS)
GINNY INVEST AS 2 469 144 4.33
KING KONG INVEST AS 2 400 995 4.21
CARE HOLDING AS 2 000 000 3.5
BEKKESTUA EIENDOM AS 1 791 860 3.14
ALDEN AS 1 729 829 3.03
PHILIP HOLDING AS 1 648 377 2.89
ANDENERGY AS 1 558 140 2.73
F1 FUNDS AS 1 468 121 2.57
INTERACTIVE BROKERS LLC 1 406 307 2.46
NORDNET LIVSFORSIKRING AS 1 397 289 2.45
F2 FUNDS AS 1 374 000 2.41
DANSKE BANK AS 1 280 700 2.24
ALTEA PROPERTY DEVELOPMENT AS 1 054 944 1.85
AARSKOG, PHILLIP GEORGE 1 000 000 1.75
MP PENSJON PK 845 038 1.48
BAKLIEN, ÅSMUND 756 100 1.32
CLEARSTREAM BANKING S.A. 713 576 1.25
BILL INVEST AS 551 152 0.97
SJØLUND STIAN 551 000 0.97
THE NORTHERN TRUST COMP, LONDON BR 505 319 0.89
Total, 20 largest shareholders 26 501 891 46.44
Other shareholder accounts 30 570 788 53.56
Total number of shares 57 072 679 100
Foreign ownership 8 684 808 15.22
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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NOTE 13. SHARE-BASED PAYMENTS
In accordance with approval by the Annual General Meeting of 26 May 2020 and 27 April 2021, the Board of
Magnora issued 725,000 options during 2021 to provide long-term incentives to the Board, employees , and key
contractors. The options were awarded as follows:
Options awarded
Torstein Sanness, Executive Chairman 100,000
John Hamilton, Board member 20,000
Hilde Ådland, Board member 5,000
Erik Sneve, CEO 100,000
Bård Olsen, CFO 50,000
Espen Erdal, VP Business development 75,000
Haakon Alfstad, Executive Vice President Projects * 100,000
Peter Nygren, EVP Strategies* 200,000
Bjørn Gisle Grønlie, EVP legal and M&A 25,000
Emilie Schjøtt Brackman, VP Wind & Solar 25,000
Trond Gärtner, SVP, Business development 25,000
Total options awarded 725,000
* Not an employee, but hired in on a permanent basis
All 725,000 options have a three-year vesting period and must be exercised within ve years after vested.
This is an equity-settled share-based payment, and in accordance with IFRS 2, the value is determined as of the
grant date. At balance sheet date there are 1,900,000 options (2020: 1,225,000). The cost of the options is recorded
over the 36 months following the grant date to spread the expense evenly during the vesting (service) period. See
note 18 for expensed amount related to share-based payments.
The employee or board member receiving the options must stay in his or her position until vesting date to exercise
the options. The options are expected to have limited value at the time they become vested, and therefore more
likely to be exercised towards the end of the period exercisable. The Black-Scholes model is used to calculate the
value of the options. The risk-free rate is set from the rate of ve-year treasury bonds at the time of grant date,
and this matches the full length of the options once vested. Volatility rate is derived from the daily share prices
from 1 January 2019, and then annualised. Share prices from prior periods are considered irrelevant, as the Group
signicantly changed in Q4 2018 with the sale of its main business to Sembcorp.
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MAGNORA ASA | ANNUAL REPORT 2021
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Exercise price
(NOK/Share) 2021
Number of
options 2021
Exercise price
(NOK/Share) 2020
Number of
options 2020
1 January 6.5 900,000
Granted 24.39 125,000 8 225,000
Granted 26.47 300,000 9.65 75,000
Granted 25.68 100,000 11.53 25,000
Granted 26.65 125,000
Granted 18.27 25,000
Granted 17.56 50,000
Exercisable 6.5 900,000 6.5 900,000
Exercised 8.0 25,000
Exercised 11.53 25,000
Outstanding 31 December 1,900,000 1,225,000
Exercisable 31 December 900,000 900,000
The weighted average remaining contractual life for the share options outstanding as of 31 December 2021 was
5.5 years (2020: 7 years). The weighted average fair value of options granted during the year was NOK 17.14 (2020:
NOK 6.14). The range of exercise prices for options outstanding at the end of the year was NOK 6.5 to NOK 26.47
(2020: NOK 6.5 to NOK 11.53).
The following table lists the inputs to the models used for the plans for the years ended 31 December 2021 and
2020, respectively:
NOK million 2021 2020
Weighted average fair values at the measurement date 17.14 6.14
Risk free interest
0.82% / 1.42% / 1.47% /
1.47% / 1.36% / 1.47%
0.70% / 0.65%
Volatility
69% / 68% / 68% /
68% / 67% / 65%
62% / 67%
Exercise price
24.39 / 26.47 / 25.68 /
26.65 / 19.17 / 17.56
8 / 9.65 / 11.53
Model for estimation of fair value Black-Scholes model Black-Scholes model
NOTE 14. OTHER CURRENT LIABILITIES
NOK million 2021 2020
Payroll liabilities 0.9 1.0
Employer’s contribution tax and other taxes 2.1 0.2
Other payables 13.7 0.1
Total other current liabilities 16.7 1.3
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NOTE 15. TAXES
Deferred income tax assets and liabilities are oset when a legally enforceable right to oset current tax assets
against current tax liabilities exists. For 2021 a tax rate of 22% has been used when calculating the deferred tax
assets and liabilities (2020: 22%).
Specication of booked deferred tax assets/ (liabilities)
(NOK million) 2021 2020
Specication net deferred tax assets/(liabilities):
Deferred tax asset to be reversed after more than 12 months 784.1 779.9
Net deferred tax asset/(liabilities) 784.1 779.4
Deferred tax assets not recognised in the balance sheet -760.7 -748.8
Net deferred tax assets/(liabilities) recognised in the balance sheet 23.4 31.1
Reconciliation of deferred tax assets/(liabilities), net:
Book value 1 January 31.1 39.9
Income statement charge relating to deferred tax assets -7.7 -8.8
Book value 31 December 23.4 31.1
Specication of deferred tax assets/ (liabilities) booked and not booked
(NOK million) 2021 2020
Deferred tax assets:
Investments and receivables 0.5 2.9
Fixed assets 0.4 0.6
Accounting provisions 0.0 0.5
Losses carry forward 783.2 776.0
Deferred tax assets 784.1 779.4
Deferred income tax assets are recognised for tax losses carried forward and deductible temporary dierences to
the extent that the realisation of the tax benet through future taxable prots is probable.
Signicant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable prots. The recognised deferred tax asset is
most sensitive to expected future taxable prots.
At balance sheet date, the recognition criteria in IAS 12 were met. The deferred tax asset recognised is expected to
be utilised within the next 5 years based upon on the Group’s contract portfolio and cost base as of today. The book
value of the deferred tax asset represents a minor part of the total accumulated tax losses. Reference is made to
Note 4.1 for further information.
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MAGNORA ASA | ANNUAL REPORT 2021
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Specication of tax income/(expense)
(NOK million) 2021 2020
Recognition of deferred tax asset -7.7 -8.8
Reversal penalty tax 0.0 3.2
Net tax income/(expense) -7.7 -5.6
Reconciliation between tax charge based on the nominal statutory and actual tax rate
(NOK million) 2021 2020
Prot/(loss) before tax: -55. 1 34.1
Tax calculated (22%) 12.1 -7.5
Income not subject to tax 4.9 2.3
Expenses not deductible -3.6 -0.8
Results from associated companies -4.8 0.0
Reversal of penalty tax* 0.0 0.7
Tax losses for which no deferred income tax asset was
recognised
-16.3 -0.3
Tax income/(expense) -7.7 -5.6
* In 2017 Magnora made a NOK 6.5 million provision to cover an additional tax. The decision was disputed by Magnora
and Skatt Sør reduced the tax penalty by 50%, and NOK 3.25 million tax liability was reversed in 2020. The remaining
tax liability of NOK 3.25 was settled in 2021.
For 2021 a tax rate of 22% has been used when calculating the tax income / (expense), (2020: 22%).
NOTE 16. RETIREMENT BENEFIT OBLIGATIONS
Pension cost charged to the income statement in 2021 was NOK 0.7 million (2020: NOK 0.3 million). The dened
contribution plan had 6 participants at 31.12.2021 (2020: 2 participants). Pension plan was established in Q1 2020
with retroactive eect back to the dates the CEO and CFO were hired in 2019.
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NOTE 17. PROVISIONS
NOK million Payroll Additional tax Total
1 January 2021 0.6 3.3 3.9
Arising during the year 1.7 0.0 1.7
Reversed during the year 0.0 -3.3 -3.3
31 December 2021 2.3 0.0 2.3
NOK million Payroll Additional tax Total
1 January 2020 0.3 6.5 6.8
Arising during the year 0.3 0.0 0.3
Reversed during the year 0.0 -3.3 -3.3
31 December 2020 0.6 3.3 3.9
All provisions in 2020 and 2021 are current in nature.
Payroll
Provision for 2021 and 2020 is for employment tax (AGA) for the options issued.
Additional tax
Provision for potential additional tax on adjustment to the 2014 tax assessment. This additional tax was settled in
2021. See Note 13.
NOTE 18. EMPLOYEE BENEFIT EXPENSE
Specication of employee expense:
(NOK million) 2021 2020
Salaries and vacation pay 11.3 6.7
Employer’s contribution tax 1.9 1.3
Pension costs 0.7 0.3
Bonus 2.9 3.0
Share based payments 3.4 1.9
Other employee benet expense 0.2 0.0
Total employee benet expense 20.4 13.2
Average number of man-years 5 3
2021 Remuneration of Senior Management:
NOK thousand Salaries Bonus Retirement benets Other benets
Erik Sneve, CEO 2,027 2,559 176 17
Bård Olsen, CFO 1,538 284 168 17
Total remuneration paid 3,565 2,843 344 34
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2020 remuneration of Senior Management:
NOK thousand Salaries Bonus Retirement benets Other benets
Erik Sneve, CEO 2,059 2,775 130 15
Bård Olsen, CFO 1,250 216 129 15
Total remuneration paid 3,309 2,991 259 30
Retirement benet plan was established in 2020 for the management team. No loans, prepayments or security
were granted to current Senior Management or any member of the Board of Directors in 2021 and 2020.
At the balance sheet date there were 1,900,000 options held by the Board of Directors and Senior Management
(2020: 1,225,000 options). See note 13 for more information.
Reference is made to the ‘Statement regarding establishment of salary and other benets for Senior Management’
for further details of remuneration of Senior Management.
Remuneration of the Board of Directors:
NOK Thousand Member from: Member to: 2021 2020
Torstein Sanness, Executive Chairman 24 May 2017 924 993
Hilde Ådland, Board Member 24 May 2018 280 250
John Hamilton, Board Member 18 Dec 2018 330 300
Total remuneration paid 1,534 1,543
Shares and options owned or controlled by the Board of Directors and Senior Management:
As of 31 December 2021, the Board members and Senior Management owned or controlled the following shares in
the Company:
Options owned or
controlled
Shares owned
or controlled
Torstein Sanness, Executive Chairman 550,000 150,650
Hilde Ådland, Board member 60,000 13,700
John Hamilton, Board member 90,000 13,950
Erik Sneve, CEO 550,000 767,319
Bård Olsen, CFO 100,000 26,000
Total remuneration paid 1,330,000
Reference is made to the ’Statement regarding determination of salary and other benets for Senior Management’
for further details of remuneration of Senior Management.
Financials
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NOTE 19. FINANCIAL INCOME
Financial income:
NOK million 2021 2020
Interest income 0.3 0.3
Gains from investments in marketable securities 22.1 24.8
Total nancial income 22.4 25.1
Financial expense:
NOK million 2021 2020
Interest cost -0.4 -0.1
Losses from investments in marketable securities -17.0 -4.8
Total nancial expense -17.4 -4.9
NOTE 20. EARNINGS PER SHARE
Basic earnings per share
Basic earnings per share were calculated by dividing the prot attributable to equity holders of the Group by the
weighted average number of ordinary shares on issue during the year.
2021 2020
Net prot/(loss) (NOK million) -62.8 28.5
Weighted avg. no. of ordinary shares on issue (thousands) 56,669 52,587
Basic earnings per share for continued operations (NOK per share) -1.11 0.54
Diluted earnings per share
2021 2020
Net prot/(loss) (NOK million) -62.8 28.5
Weighted avg. no. of ordinary shares for diluted earnings per share
(thousands)
56,669 52,587
Basic earnings per share for continued operations (NOK per share) -1.11 0.54
NOTE 21. DIVIDEND AND REPAYMENT OF CAPITAL
Magnora ASA distributed NOK 0.33 per share in capital distribution to the shareholders in 2020. There were no
distributions in 2021.
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NOTE 22. CASH GENERATED FROM OPERATIONS
NOK million 2021 2020
Cash ow from operating activities
Prot/(loss) before tax -55.1 34.1
Adjustment for:
Magnora Holding reduction in tax liability 0.0 3.2
Share of associated companies’ nancial results 21.6 0.9
Share based payments 3.4 1.9
Change in marketable securities and forwards -5.6 -6.8
Change in working capital:
Trade and other receivables -2.7 -1.8
Trade and other payables 1.1 0.7
Other liabilities, provisions and charges 13.6 -2.3
Cash generated from operations -23.7 29.9
NOTE 23. RELATED PARTY TRANSACTIONS
Magnora ASA has an agreement with all subsidiaries and associated companies that allows services to be provided
between the companies at agreed upon hourly rates. Magnora had both operating revenues and expenses from
services provided between the companies that are related parties to Magnora. The total operating revenues from
associated companies in 2021 was NOK 1.4 million (2020: NOK 1.3 million).
Specication of sale to and purchases from related parties in the period:
NOK million 2021 2020
Operating revenue from associated companies 1.4 1.3
Total operating revenue 1.4 1.3
NOK million 2021 2020
Operating expenses from associated companies 0.0 0.1
Operating expenses paid to other related parties 0.5 0.9
Total operating expense 0.5 1.0
Magnora ASA and Sparebanken Sør each provided NOK 1 million in shareholder loan to Arendal Brygge in 2019
to support Arendal Brygge’s liquidity needs related to needed investments and working cash. The book value of
the loan was written down to zero in 2019 due to large losses incurred by Arendal Brygge AS, and a provision was
made. In 2021 Magnora ASA has provided NOK 1.4 MNOK in a shareholder loan and received NOK 0.2 MNOK in
down payment. The loan has a book value of NOK 1.2 MNOK as of 31 December 2021. Magnora does not exercise
control over the activities of Arendal Brygge AS and accounts for its shareholding in Arendal Brygge using the equity
method.
The Group made payments to two of its shareholders (Fredrik Sneve and Kistefos AS) during 2020 and to one of its
shareholders (Fredrik Sneve) during 2021 to compensate for assistance with investment evaluations.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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NOTE 24. REVENUE
Operating revenue in 2021 consisted mainly of royalty income from the Dana Western Isles FPSO. The Company
also had operating revenue from providing services to associated companies. Royalty from the Dana Western Isles
FPSO constitutes 100% (100%) of total external customer revenues. License revenue related to the Shell Penguins
FPSO project constitutes 0% (0%) of total external customer revenues.
NOK million 2021 2020
License fee 13.8 27.1
Other revenue 1.4 1.3
Total operating revenue 15.2 28.4
Operating revenue from a geographic perspective
The revenue split, based on customer location was as follows:
NOK million 2021 2020
Norway 0.0 0.5
Sweden 1.4 0.8
UK 13.8 27.1
Total operating revenue 15.2 28.4
NOTE 25. LEASES
The Group has oce rental agreements for its oces in Oslo as of 31 December 2021. The agreements can
be terminated at any time with three month’s termination notice period. The Group has elected to apply the
recognitions exemption in IFRS 16 for short term leases, therefore, the lease is expensed as other operating
expense over the lease term.
The Group expensed NOK 0.5 million in lease and rental cost for 2021 (2020: 0.2).
NOTE 26. OTHER OPERATING EXPENSE
(NOK million) 2021 2020
Oce cost (rental etc) 1.4 0.6
Consultancy (audit, tax and legal) * 15.4 6.2
Travel expenses 0.2 0.2
Other 16.3 1.2
Total other operating expense 33.3 8.2
* Specication of auditor’s fee (excl. VAT):
Statutory audit 0.7 0.6
Other services 0.2 0.2
Other certication services 0.1 0.0
Total auditor’s fees 1.0 0.8
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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NOTE 27. MARKETABLE SECURITIES
In accordance with authorisation from the Board of Directors, Magnora both sold and purchased marketable
securities during 2021 with a net gain of NOK 5.6 million (2020: NOK 8.7 million). The total value of other current
nancial assets held on the balance sheet is NOK 0.5 million at yearend. The Group holds marketable securities
as part of an eort to carefully increase the return on cash holdings. The marketable securities are considered
suciently liquid to allow Magnora to sell the shares to meet short-term working capital needs. On 31 December
2021, the value of the marketable securities was NOK 0.5 million (2020: NOK 13.8 million), and cost of the securities
held was NOK 0.4 million.
(NOK million) 2021 2020
Marketable securities 0.5 13.8
Total value 0.5 13.8
The nancial assets are recognised in the Balance Sheet at fair value. Unrealised fair value changes are recognised
in the prot and loss as nancial income/(expense).
NOTE 28. OTHER CURRENT FINANCIAL ASSETS
(NOK million) 2021 2020
Marketable securities 0.5 13.5
Investment in Kustvind AB* 0.0 5.5
Other current nancial assets 0.4 0.3
Total value 0.9 19.6
* The investment in Kustvind AB is as of 31 December 2021 classied as an associated company.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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NOTE 29. EVENTS AFTER BALANCE SHEET DATE
ScotWind
On 17 January 2022, Magnora Oshore Wind was oered the opportunity to enter into an Option Agreement for area
N3 by the Crown Estate Scotland in the ScotWind leasing round. The planned development will have a total capacity of
approximately 500 MW, with estimated production start in 2030.
Acquisition of South African SPV
Magnora and Vindr have decided to split the Nordic and South African activities and discontinue the development of
Vindr Group. The original Vindr founders will continue development of the Nordic business as a separate entity outside of
Magnora, and Magnora will further develop its South African business by acquiring 92 percent of African Green Venture
(AGV) in January 2022 together with the local AGV team and continue developing its wind and solar PV projects in the
region. Peter Nygren will join the AGV team as an active owner and leave his position as EVP Strategies.
Cash ow regarding acquisition 2021
Consideration paid 11
Cash and bank deposit in the company at acquisition date -
Net cashow regarding acquisition 11
Minority share 1
Total value of acquired company 12
Identied assets and liabilities on the balance sheet recognized from the acquisition: 2021
Current assets 0.3
Property, plant and equipment 0.2
Current liabilities -0.7
Borrowings -0.2
Total net identiable assets 0.4
Intangible assets 12.3
Deferred tax regarding intangible assets -2.2
Goodwill 2.2
Total 12.0
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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MAGNORA ASA
INCOME STATEMENT
NOK million Note 2021 2020
Operating revenue 1 13.8 27.1
Other operating revenue 1 16.4 1.3
Total operating revenue 30.2 28.4
Employee benet expense 2, 3 20.4 13.2
Other operating expense 4, 5 27.1 8.2
Total operating expense -47.5 -21.4
Operating Prot/(loss) -17.3 7.0
Financial income 6 22.4 25.9
Financial expense 6 -27.4 -4.9
Foreign exchange gain/(loss) related to nancing & operating
revenue
0.0 7.8
Net nancial prot/(loss) -5.0 28.8
Prot/(loss) before tax -22.3 -35.8
Tax expense/(income) -7.7 -8.8
Annual net Prot/(loss) -30.0 27.0
Attributable to:
Equity holders of the Company -30.0 27.0
Distribution of dividend:
Capital distribution 16 0.0 17.4
Transfer to/from equity -30.0 9.6
Annual net prot/(loss) -30.0 27.0
Earnings per share for prot/(loss) attributable to the equity holders of the
Company during the year (NOK per share):
Basic 8 -0.53 0.51
Diluted 8 -0.53 0.51
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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MAGNORA ASA
BALANCE SHEET
NOK million Note 31.12.21 31.12.20
ASSETS
Non-current assets
Deferred income tax assets 7 23.4 31.1
Investment in Subsidiaries 9 2.1 0.0
Investment in associated companies 10 76.2 25.4
Loan to related parties 11.2 0.0
Total non-current assets 112.9 56.5
Current assets
Trade and other receivables 11 21.4 4.0
Other current nancial assets 12 0.7 19.6
Cash and cash equivalents 13 94.3 44.6
Total current assets 116.4 68.2
Total assets 229.4 124.7
LIABILITIES
Current liabilities
Trade payables 0.6 0.8
Provisions 14 2.3 0.6
Other current liabilities 15 15.8 1.3
Total current liabilities 18.7 2.7
Total liabilities 18.7 2.7
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital 16, 17 28.0 25.8
Treasury shares 16 -0.1 -0.1
Other equity 16 182.8 96.3
Total equity 210.7 122.0
Total equity and liabilities 229.4 124.7
Oslo, Norway, 14 March 2022
The Board of Directors of Magnora ASA
Torstein Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik Sneve
CEO
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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MAGNORA ASA
CASH FLOW STATEMENT
NOK million 2021 2020
Cash ow from operating activities
Prot/(loss) before tax -22.3 35.8
Adjustment for:
Items classied as investing and nancing activities -5.6 -6.8
Write down of non-current assets 10.0 0.0
Trade and other receivable -17.3 -0.2
Trade payables -0.2 0.7
Other liabilities, provisions, and charges 16.1 1.2
Cash generated from operations -16.0 30.7
Cash ow from investment activities
Net purchase of investment shares 18.9 -22.1
Acquisition of associated companies -77.4 0.0
Sale of associated companies 20.0 0.0
Loan to subsidiaries -11.2 0.0
Net cash from investment activities -49.7 -22.1
Cash ow from nancing activities
Capital increase/(distribution) 115.4 -17.4
Treasury shares 0.0 -0.6
Net cash from nancing activities 115.4 -18.0
Net cash ow from the period 49.7 -9.4
Cash balance at beginning of period 44.6 54.0
Cash balance at end of period 94.3 44.6
Financials
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MAGNORA ASA
NOTES TO THE FINANCIAL STATEMENTS
ACCOUNTING POLICIES
Magnora ASA’s (‘the Company’) nancial statements have been prepared in accordance with the Accounting Act and
generally accepted accounting principles in Norway.
is the parent company of the Magnora Group (‘the Group’).
The Company’s functional currency is NOK. All numbers in the nancial statements are in NOK 1,000,000 unless
otherwise stated.
Principal Rule for Evaluation and Classication of Assets and Liabilities
Assets intended for long term ownership or use, are classied as xed assets. Assets relating to the operating cycle
are classied as current assets. Receivables are classied as current assets if they are to be repaid within one year
after balance sheet date. Equivalent criteria apply to liabilities.
Current assets are valued at the lower of purchase cost and net realisable value. Current liabilities are reected in
the balance sheet at nominal value at establishment date.
Fixed assets are valued at purchase cost. Fixed assets whose value will decline are depreciated on a straight-line
basis over the asset’s estimated useful life. Fixed assets are written down to net realisable value if a value reduction
occurs that is expected to be permanent. Long-term liabilities are reected in the balance sheet at nominal value on
establishment date.
Trade Receivables and Other Receivables
Trade receivables and other receivables are reected in the balance sheet at nominal value less provision
forestimated losses. Estimated losses are provided for on the basis of an individual assessment of each debtor.
Trade payables
Trade Payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classied as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the
eective interest method.
Provisions
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation as a result of a
past event, and it is probable that an outow of economic benets will be required to settle the obligation and the
amount has been reliably estimated.
Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the
likelihood that an outow will be required in settlement is determined by considering the class of obligations as a
whole. A provision is recognised even if the likelihood of an outow with respect to any one item included in the
same class of obligations may be small.
Provisions are measured as the present value of the expected expenditures required to settle the obligation using a
pre-tax discount rate that accounts for time value of money and risks specic to the obligation. The increase in the
provision due to passage of time is recognised as interest expense.
Tangible Fixed Assets
Fixed assets are reected in the balance sheet and depreciated over the assets expected useful life on a straight-
line basis. Maintenance cost is expensed as incurred. Additions or improvements are added to the asset’s cost price
and depreciated with the asset. When changes in circumstances indicate that the carrying value of an asset may not
Financials
MAGNORA ASA | ANNUAL REPORT 2021
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be recoverable, an impairment charge is recognised, and the asset is written down to recoverable amount (being
the highest of net sales value and value in use). Value in use is the net present value of the expected future cash
ows generated from the asset.
Financial Assets
Financial assets also include marketable securities classied as other current nancial assets. All securities acquired
are suciently liquid shares to allow trading on short notice in case additional funds are needed for working
capital. Furthermore, all securities are shares traded on the Oslo, Stockholm, or other major international stock
exchanges, and as such, subject to market risks in addition to the specic risks relevant for the company each
security represents. Risks related to marketable securities are managed by daily monitoring, weekly update of the
portfolio overview, and through trading shares not meeting the risk tolerance set by the Company. Purchases and
sales of marketable securities are accounted for at trade date, and the assets are adjusted to reect the current
market value of each security at the reporting date. Marketable securities are accounted for at fair value and
reected in the Income Statement as nancial gain or loss.
Shares in Subsidiaries and Associated Companies
In the parent company’s accounts, investments in subsidiaries and associated companies are recorded under the
cost method. Investments are written down to fair value when a reduction in value is expected to be permanent.
Dividend is recognised as income in the year the provision is made in the subsidiary. If the dividend exceeds
retained earnings, the excess represents repayment of invested capital, and dividend is deducted from the book
value of the investment in the balance sheet.
Cash and Bank Deposits
Cash and bank deposits include cash in hand, bank deposits and other short-term highly liquid investments with
original maturities of three months or less.
Currency
Cash and bank deposits, current assets, and current liabilities nominated in foreign currencies are converted to
exchange rates prevailing at balance sheet date. Realised and unrealised exchange gains and losses on assets and
liabilities in foreign currencies are included as nancial items in the income statement.
Pension Plans
As of year-end 2021 the Company operates a dened contribution plan. The plan is funded through payments
to the pension company, and the Company has no further payment obligations once the contribution is paid.
The contributions are recognised as employee benet expenses when they are due. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Taxes
Deferred income taxes is provided using the liability method on temporary dierence at balance sheet date
between the tax basis of assets and liabilities and their carrying amounts for nancial reporting purpose. Tax-
reducing temporary dierences and losses carry forward are oset against tax-increasing temporary dierences
that are reversed in the same time intervals. Taxes consist of taxes payable (taxes on current year taxable income)
and change in net deferred taxes.
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance sheet date. The book value of the deferred tax asset
represents a minor part of the total accumulated tax losses of over NOK 1.0 billion.
Earnings per Share
Earnings per share are calculated by dividing net prot/loss by the weighted average of number of outstanding
shares. Shares issued during the year are weighted in relation to the period they have been outstanding.
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Cash Flow Statement
The cash ow statement is prepared in accordance with the indirect method.
Revenue Recognition
Revenue comprises the fair value of the consideration receivable for the sale of goods and services in the ordinary
course of business. Revenue is shown net of value-added tax and discounts.
The Company recognises revenue when the amount of revenue can be reliably measured and in accordance with
the underlying contracts.
License revenue: License revenue is recognised in accordance with the underlying contracts.
Interest income: Interest income is recognised on a time-proportion basis using the eective
interest method.
Sales of services: Service income is recognised in line with the underlying contracts and the
amount of work executed.
Operating lease
Leases in which a signicant portion of the risk and rewards of ownership are retained by the lessor are classied
as operating leases. Payments made under operating leases are charged to the income statement on a straight-line
basis over the period of the lease.
The Company has oce rental agreements for its oces in Oslo as of 31 December 2021 (see note 5).
Use of Estimates
The preparation of nancial statements in accordance with generally accepted accounting principles requires
management to use estimates and assumptions that impact the value of assets and liabilities as well as disclosure
notes. Such estimates and assumptions may have signicant impact on reported revenue and cost for a specic
reporting period. Actual amounts may therefore deviate from the estimates.
Contingent losses, which are likely to occur as well as quantiable, are expensed when incurred.
NOTE 1. OPERATING REVENUE
NOK million 2021 2020
License fee 13.8 27.1
Other revenue 16.4 1.3
Total operating revenue 30.2 28.4
Operating revenue from a geographic perspective
The revenue split, based on customer location was as follows:
NOK million 2021 2020
Norway 8.0 0.5
Sweden 0.2 0.8
South Africa 8.2 0.0
UK 13.8 27.1
Total operating revenue 30.2 28.4
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NOTE 2. EMPLOYEE BENEFIT EXPENSE
Specication of employee expense:
(NOK million) 2021 2020
Salaries and vacation pay 11.3 6.7
Employer`s contribution tax 1.9 1.3
Pension costs 0.7 0.3
Bonus 2.9 3.0
Option cost 3.4 1.9
Other employee benet expense 0.2 0.0
Total employee benet expense 20.4 13.2
Average number of man-years 5 3
2021 remuneration of Senior Management:
NOK thousand Salaries Bonus
Retirement
benets
Other
benets
Erik Sneve, CEO 2,027 2,559 176 17
Bård Olsen, CFO 1,538 284 168 17
Total remuneration paid 3,565 2,843 344 34
2020 remuneration of Senior Management:
NOK thousand Salaries Bonus
Retirement
benets
Other
benets
Erik Sneve, CEO 2,059 2,775 130 0
Bård Olsen, CFO 1,250 216 129 0
Total remuneration paid 3,309 2,991 259 30
Senior Management was included in the Group’s collective retirement benet plans until it was ended when
the former management team left the Company on 31 August 2019. Retirement benet plan was established
again in 2020 for the new management team. No loans, prepayments or security were granted to current Senior
Management or any member of the Board of Directors in 2021 and 2020.
At the balance sheet date there were 1,900,000 options held by the Board of Directors and Senior Management
(2019: 1,225,000 options). See note 20 for more information.
Reference is made to the ‘Magnora Remuneration Report 2021’ for further details of remuneration of Senior
Management.
NOK Thousand Member from: Member to: 2021 2020
Torstein Sanness, Chairman 24 May 2017 924 993
Hilde Ådland 24 May 2018 280 250
John Hamilton 18 Dec 2018 330 300
Total remuneration paid 1,543 1,543
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NOTE 3. RETIREMENT BENEFIT OBLIGATIONS
The Company is required to maintain a pension plan for its employees, as minimum two persons are employed
in positions of more than 75% of a fulltime position. Pension cost charged to the income statement in 2021 was
NOK 0.7 million (2020: NOK 0.3 million). The dened contribution plan had 6 participants at 31.12.2021 (2020: 2
participants). Pension plan was established in Q1 2020 with retroactive eect back to the dates the CEO and CFO
were hired in 2019.
NOTE 4. OTHER OPERATING EXPENSE
(NOK million) 2021 2020
Oce cost (rental etc) 1.2 0.6
Consultancy (audit, tax and legal) * 10.9 6.2
Travel expenses 0.2 0.2
Other 16.0 1.2
Total other operating expense 27.1 8.2
* Specication of auditor’s fee (excl. VAT):
Statutory audit 0.7 0.6
Other services 0.2 0.2
Other certication services 0.1 0.0
Total auditor’s fees 1.0 0.8
NOTE 5. LEASE AGREEMENTS
The Company has oce rental agreements for its oces in Oslo as of 31 December 2021. The agreements are total
NOK 0.7 million per year and can be terminated at any time with three month’s termination notice period.
The Company expensed NOK 0.5 million in lease and rental cost for 2021 (2020: 0.2).
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NOTE 6. FINANCIAL INCOME AND FINANCIAL EXPENSE
Currency gains and losses relating to nancing activities were presented as separate line item as a nancial income/
(expense) in the Income Statement.
Financial income:
NOK million 2021 2020
Interest income 0.3 0.3
Other nancial income 22.1 25.6
Total nancial income 22.4 25.9
Financial expense:
NOK million 2021 2020
Interest cost -0.4 -0.1
Write-down investment in associate -10.0 0.0
Other nancial expenses -17.0 -4.8
Total nancial expense -27.4 -4.9
NOTE 7. TAXES
Specication of booked deferred tax assets/ (liabilities)
(NOK million) 2021 2020
Specication net deferred tax assets/(liabilities):
Deferred tax asset to be reversed after more than 12 months 217.3 216.0
Deferred tax asset/(liability) to be reversed after more than 12 months 0.0 0.0
Net deferred tax asset/(liabilities) 217.3 216.0
Deferred tax assets not recognised in the balance sheet -193.9 -184.9
Net deferred tax assets/(liabilities) recognised in the balance sheet 23.4 31.1
Specication of deferred tax assets/ (liabilities)
(NOK million) 2021 2020
Deferred tax assets:
Investments and receivables 0.5 2.9
Fixed assets 0.4 0.6
Accounting provisions 0.0 0.5
Losses carry forward 216.4 212.0
Deferred tax assets 217.3 216.0
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Specication of tax income/(expense)
(NOK million) 2021 2020
Recognition of deferred tax asset -7.7 -8.8
Net tax income/(expense) -7.7 -8.8
Reconciliation between tax charge based on the nominal statutory and actual tax rate
(NOK million) 2021 2020
Prot/(loss) before tax: -22.3 35.8
Tax calculated (22%) 4.9 -7.9
Income not subject to tax 4.9 2.3
Expenses not deductible -5.8 -0.8
Tax losses for which no deferred income tax asset was recognised -11.7 -2.4
Tax income/(expense) -7.7 -8.8
Deferred tax assets are recognised for unused tax losses only to the extent that it is probable that taxable prot will
be available against which the losses can be utilised in the future. Signicant management judgement is required
to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level
of future taxable prots. The recognised deferred tax asset is most sensitive to expected future taxable prots.
The deferred tax asset recognised is expected to be utilised within the next 5 years based upon on the company’s
contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the
total accumulated tax losses.
NOTE 8. EARNINGS PER SHARE
Earnings per share were calculated by dividing the prot attributable to equity holders of the Company by the
weighted average number of ordinary shares on issue during the year.
2021 2020
Net prot/(loss) (NOK million) -30.0 27.0
Earnings per share (NOK) -0.53 0.51
Earnings per share diluted (NOK) -0.53 0.51
Average no. of outstanding shares (thousands) 56,699 52,587
Weighted avg. no. of ordinary shares for diluted earnings
per share (thousands)
56,699 52,587
Financials
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NOTE 9. INVESTMENTS IN SUBSIDIARIES
Investment in subsidiaries as of 31 December 2021:
Subsidiaries/
associated
companies
Registered
oce
Cost
price
No. of
shares
Equity
Book
value
Prot/
(loss)
Shareholder
interest
Magnora Holding
AS
Norway 2,099.8 10,000 -4.3 0.0 0.0 100%
AGV Projects
Limited
South
Africa
2.0 1,000 0.0 2.0 0.0 100%
Magnora Oshore
Wind AS
Norway 0.1 1,000 -6.5 0.1 -6.4 100%
Total book value 2.1
The book value of Magnora Holding AS was written down to zero in 2016. The company has a negative equity
balance and a result of 0.0 for the year 2021 which does not cause reversal of the book value write down.
Investment in subsidiaries as of 31 December 2020:
Subsidiaries
Registered
oce
Cost
price
No. of
shares
Equity
Book
value
Prot/
(loss)
Shareholder
interest
Magnora Holding AS Norway 2,099.8 10,000 -7.5 0.0 3.2 100%
Total book value 0.0
NOTE 10. RELATED PARTIES AND RELATED PARTY TRANSACTIONS
Associated
companies
Registered
oce
Cost
price
No. of
shares
Equity
Book
value
Prot/
(loss)
Shareholder
interest
Vindr AS Norway 1,333.33 7,500 5.8 0.0 -4.1 25%
Kustvind AB Sweden 4,009.45 3,250 1.9 13.2 -8.6 30%
Helios Nordic
Energy AB
Sweden 16.88 1,333,334 16.0 22.9 -8.0 40%
Evolar AB Sweden 66.83 599,993 3.9 40.1 -22.4 50%
Total book value 76.2
Magnora had as of 31 December 2020 invested NOK 10 million in Vindr Group for 25% ownership and has a right
to acquire up to 50 percent of the company. In 2021 Magnora used this right and acquired an additional 25% of
the Vindr Group for 50 percent ownership. Later in 2021 Magnora and Vindr decided to split the Nordic and South
African activities and discontinue the development of the Vindr Group. This led to an impairment of the investment
in Vindr Group amounting NOK 10 million in 2021. Magnora owns 25% of the shares in Vindr AS as of 31 December
2021. The shares have a book value of zero as of 31 December 2021.
Magnora has invested NOK 40.1 million in Evolar AB for 50.00% ownership and has a right to acquire up to 63.5
percent of the company. As of 31 December 2021, the investment is accounted for using the cost method.
Magnora has also invested NOK 22.9 million in Helios Nordic Energy AB for 40.00% ownership. As of 31 December
2021, the investment is accounted for using the cost method.
In addition to this, Magnora has invested NOK 13.2 million in Kustvind AB for 30.00% ownership. As of 31 December
2021, the investment is accounted for using the cost method.
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68
Magnora acquired 100% of AGV Projects Ltd in 2021 for a total consideration of NOK 2.2 million. The investment is
accounted for using the cost method.
Magnora ASA has an agreement with all subsidiaries and associated companies that allows services to be provided
between the companies at agreed upon hourly rates. Magnora had both operating revenues and expenses from
services provided between the companies that are related parties to Magnora. The total operating revenues from
subsidiaries and associated companies in 2021 was NOK 16.4 million (NOK 1.3 million).
NOK million 2021 2020
Operating revenue from associated companies 0.0 1.3
Operating revenue from subsidiaries 16.4 0.0
Total operating revenue 16.4 1.3
NOK million 2021 2020
Operating expenses from associated companies 0.4 0.1
Operating expenses paid to other related parties 0.0 0.9
Total operating expense 0.4 1.0
Current receivables from companies in the Group:
(NOK million) 2021 2020
Vindr AS 0.0 0.5
Kustvind AB 0.8 0.5
AGV Projects Ltd 8.2 0.0
Magnora Oshore Wind AS 10.5 0.0
Evolar AB 0.2 0.3
Current receivables from companies in the Group 19.7 1.3
Magnora ASA also owns 50% of the shares in Arendal Brygge AS, and Sparebanken Sør owns the other 50% of the
shares. Magnora ASA and Sparebanken Sør each provided NOK 1 million in shareholder loan to Arendal Brygge in
2019 to support Arendal Brygge’s liquidity needs related to needed investments and working cash. The book value
of the loan was written down to zero in 2019 due to large losses incurred by Arendal Brygge AS, and a provision
was made. In 2021 Magnora ASA has provided NOK 1.4 MNOK in a shareholder loan and received NOK 0.2 MNOK in
down payment. The loan has a book value of NOK 1.2 MNOK as of 31 December 2021.
The Company made payments to two of its shareholders (Fredrik Sneve and Kistefos AS) during 2020 and one of its
shareholders (Fredrik Sneve) in 2021 to compensate for assistance with investment evaluations.
NOTE 11. TRADE AND OTHER RECEIVABLES
NOK million 2021 2020
Trade receivables 19.7 3.9
Accrued income, not invoiced 1.2 0.0
Prepayment 0.5 0.1
Total trade and other current receivables 21.4 4.0
Financials
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NOTE 12. FINANCIAL ASSETS
In accordance with authorisation from the Board of Directors, Magnora ASA both sold and purchased marketable
securities during 2021 with a net gain of NOK 5.6 million (NOK 8.7 million). The total value of other current nancial
assets held on the balance sheet is NOK 0.7 million (NOK 19.6 million) at year end. The company holds marketable
securities as part of an eort to carefully increase the return on cash holdings. The marketable securities are
considered suciently liquid to allow Magnora ASA to sell the securities to meet short-term working capital needs.
At 31 December 2021, the value of the marketable securities was NOK 0.5 million, and cost of the securities held
was NOK 0.4 million.
The nancial assets are recognised in the Balance Sheet at fair value. Unrealised fair value changes are recognised
in the prot and loss as nancial income/(expense).
NOTE 13. CASH AND CASH EQUIVALENTS
(NOK million) 2021 2020
Cash at bank and in hand 93.3 44.2
Restricted employees’ tax deduction fund 1.0 0.4
Total cash and cash equivalents 94.3 44.6
As of December 31, 2021, NOK 1.0 million was restricted cash (2020: 0.4).
NOTE 14. PROVISIONS
NOK million Payroll Total
1 January 2021 0.6 0.6
Arising during the year 1.7 1.7
Reversed during the year 0.0 0.0
31 December 2021 2.3 2.3
NOK million Payroll Total
1 January 2020 0.3 0.3
Arising during the year 0.3 0.3
Reversed during the year 0.0 0.0
31 December 2020 0.6 0.6
All provisions in 2020 and 2021 are current in nature.
Payroll
Provision for 2021 and 2020 is for employment tax (AGA) for the options issued.
Financials
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NOTE 15. OTHER CURRENT LIABILITIES
NOK million Note 2021 2020
Payroll liabilities 0.9 1.0
Employer’s contribution tax and other taxes 2.1 0.2
Other payables 12.8 0.1
Total other current liabilities 15.8 1.3
NOTE 16. EQUITY
NOK million
Share
capital
Treasury
Shares
Other
equity Total equity
Equity as of 1 January 2021 25.8 -0.1 96.3 122.0
Total comprehensive income for the period -30.0 -30.0
Acquired treasury shares* 0.0
Share based payments 3.3 3.3
Capital increase 2.2 113.2 115.4
Equity as of 31 December 2021 28.0 -0.1 182.8 210.7
* As of 31 December 2021, Magnora owned 63,540 shares or 0.11 percent of total shares outstanding through the share
buyback program.
NOK million
Share
capital
Treasury
Shares
Other
equity
Total
equity
Equity as of 1 January 2020 25.8 0.0 85.3 111.1
Total comprehensive income for the period 27.0 27.0
Acquired treasury shares* -0.1 -0.5 -0.6
Share based payments 1.9 1.9
Capital distribution -17.4 -17.4
Equity as of 31 December 2020 25.8 -0.1 96.3 122.0
* As of 31 December 2020, Magnora owned 76,175 shares or 0.15 percent of total shares outstanding through the share
buyback program.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
71
NOTE 17. SHAREHOLDER INFORMATIONS
20 largest shareholder accounts 27 January 2022
(source: VPS)
Number of
shares
Percent
ownership
GINNY INVEST AS 2 469 144 4.33
KING KONG INVEST AS 2 400 995 4.21
CARE HOLDING AS 2 000 000 3.5
BEKKESTUA EIENDOM AS 1 791 860 3.14
ALDEN AS 1 729 829 3.03
PHILIP HOLDING AS 1 648 377 2.89
ANDENERGY AS 1 558 140 2.73
F1 FUNDS AS 1 468 121 2.57
INTERACTIVE BROKERS LLC 1 406 307 2.46
NORDNET LIVSFORSIKRING AS 1 397 289 2.45
F2 FUNDS AS 1 374 000 2.41
DANSKE BANK AS 1 280 700 2.24
ALTEA PROPERTY DEVELOPMENT AS 1 054 944 1.85
AARSKOG, PHILLIP GEORGE 1 000 000 1.75
MP PENSJON PK 845 038 1.48
BAKLIEN, ÅSMUND 756 100 1.32
CLEARSTREAM BANKING S.A. 713 576 1.25
BILL INVEST AS 551 152 0.97
SJØLUND STIAN 551 000 0.97
THE NORTHERN TRUST COMP, LONDON BR 505 319 0.89
Total, 20 largest shareholders 26 501 891 46.44
Other shareholder accounts 30 570 788 53.56
Total number of shares 57 072 679 100
Foreign ownership 8 684 808 15.22
NOTE 18. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Company’s activities expose it to a variety of nancial risks; market risk (including currency risk, interest rate
risk, cash ow interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management
program focuses on the unpredictability of nancial markets and seeks to minimise potential adverse eects on the
Company’s nancial performance.
Market risk
Foreign exchange risk
The Company operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to USD. Foreign exchange risk arises from future commercial transactions,
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MAGNORA ASA | ANNUAL REPORT 2021
72
recognised assets or liabilities, and net investments in foreign operations when such transactions, assets or
liabilities are denominated in a currency that is not the entity’s functional currency. Most of the Company’s revenue
is in USD. To reduce the currency risk, the Company hedged the exposure through selling USD in bulks when rates
were favourable.
Credit risk
Credit risk arises from cash and cash equivalents, derivative nancial instruments and deposits with banks and
nancial institutions, as well as credit exposures to customers. The Company has one main banking relationship
with a nancial institution that is currently rated Aa3 and one customer currently rated at Ba3.
Liquidity risk
Prudent liquidity risk management implies maintaining sucient cash and marketable securities, and the ability to
close out market positions.
The Company has implemented routines to continuously update its cash ow forecast, and the forecast is
distributed and reviewed by the Board and Senior Management at minimum monthly to be able to foresee
potential adverse eects on the liquidity and implement necessary actions to rectify the situation.
Magnora ASA is in a solid liquidity position with a cash balance of NOK 94.3 million at the balance sheet date.
NOTE 19. SHARE-BASED PAYMENTS
At balance sheet date there are 1,900,000 options (2020: 1,225,000).
In accordance with approval by the Annual General Meeting of April 27, 2021, the Board of Magnora has issued
725,000 options during 2021 to provide long-term incentives to the Board and the Management team.
NOTE 20. SHARES AND SHARE OPTIONS OWNED OR CONTROLLED BY THE BOARD OF
DIRECTORS AND SENIOR MANAGEMENT
Board members and Senior Management ownership in the Company as of 31 December 2021:
Options owned or controlled
Shares owned or
controlled
Torstein Sanness, Executive Chairman 550,000 150,650
Hilde Ådland, Board member 60,000 13,700
John Hamilton, Board member 90,000 13,950
Erik Sneve, CEO 550,000 767,319
Bård Olsen, CFO 100,000 26,000
Total remuneration paid 1,350,000
Reference is made to the ’Magnora Remuneration Report 2021’ for further details of remuneration of Senior Management.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
73
NOTE 21. DIVIDEND AND REPAYMENT OF CAPITAL
The Company distributed NOK 0.33 per share in capital distribution to the shareholders in 2020. No distributions
were made during 2021.
NOTE 22. SUBSEQUENT EVENTS
ScotWind
On 17 January 2022, Magnora Oshore Wind was oered the opportunity to enter into an Option Agreement for
area N3 by the Crown Estate Scotland in the ScotWind leasing round. The planned development will have a total
capacity of approximately 500 MW, with estimated production start in 2030.
Acquisition of South African SPV
Magnora and Vindr have decided to split the Nordic and South African activities and discontinue the development
of Vindr Group. The original Vindr founders will continue development of the Nordic business as a separate entity
outside of Magnora, and Magnora will further develop its South African business by acquiring 92 percent of African
Green Venture (AGV) together with the local AGV team and continue developing its wind and solar PV projects in the
region. Peter Nygren will join the AGV team as an active owner and leave his position as EVP Strategies.
Statsautoriserte revisorer
Ernst & Young AS
Markens gate 9, 4610 Kristiansand
Postboks 184, 4662 Kristiansand
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Magnora ASA
Repor t on the audit of the financial statem ents
Opinion
We have audited the financial statements of Magnora ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise the balance sheet as at 31
December 2021, the income statement and statement of cash flows and notes to the financial statements,
including a summary of significant accounting policies. The consolidated financial statements of the
Group comprise the statement of financial position as at 31 December 2021, statement of profit and loss,
statement of comprehensive income, statement of cash flows and statement of changes in equity for the
year then ended and notes to the financial statements, including a summary of significant accounting
policies.
In our opinion
the financial statements comply with applicable legal requirements,
the financial statements give a true and fair view of the financial position of the Company as at 31
December 2021 and its financial performance and cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway,
the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2021 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 8 years from the election by the general meeting of the
shareholders in 2013 for the accounting year 2013.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2021. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
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Independent auditor's report - Magnora ASA 2021
A member firm of Ernst & Young Global Limited
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Deferred tax assets
Basis for the key audit matter
At December 31, 2021 the recorded amount of
net deferred tax assets mainly deriving from tax
losses carried forward was NOK 23.4 million for
the Group and the parent company. The
assessment of whether there will be sufficient tax
profits to utilize carried forward tax losses requires
managements judgement. The management
assessment includes estimates of future sales,
gross margins, operating costs and the
assumptions inherent in those estimates.
Recognition of deferred tax assets is a key audit
matter because the assessment process is
complex, requires significant judgement and
imposes significant estimation uncertainties.
Our audit response
Our audit procedures included, among others, an
evaluation of the applied period for taxable profits
by considering the characteristics of the market
and the position of the Group within this market.
Further we evaluated the probability of future
taxable profits within the applied period, by
considering the assumptions for revenue
projected by management. We compared
operating expenditures to approved budgets and
historical data and considered the growth applied
by the Group. We also tested the mathematical
accuracy of the model and performed sensitivity
analysis of the assumptions used. We refer to
note 4.1 and note 15 in the consolidated financial
statements related to deferred tax assets.
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and the general
manager) is responsible for the other information. Our opinion on the financial statements does not cover
the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report and the statement on corporate social
responsibility contain the information required by applicable legal requirements and whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information or that the information required by
applicable legal requirements is not included, we are required to report that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report and on the
statements on corporate governance and the statement on corporate social responsibility are consistent
with the financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway and of the consolidated financial statements of the Group in accordance
with International Financial Reporting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
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Independent auditor's report - Magnora ASA 2021
A member firm of Ernst & Young Global Limited
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
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Independent auditor's report - Magnora ASA 2021
A member firm of Ernst & Young Global Limited
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulator y requir em ent
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of our audit of the financial statements of Magnora ASA we have performed an assurance
engagement to obtain reasonable assurance whether the annual report for the financial year 2021, with
the file name Magnoraasa-2021-12-31, has been prepared, in all material respects, in compliance with
the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single
Electronic Format (ESEF Regulation) and regulation given with legal basis in Section 5-5 of the
Norwegian Securities Trading Act and which includes requirements related to the preparation of the
annual report in XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the annual report for the financial year 2021 has been prepared, in all material respects, in
compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of an annual report that complies with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary to enable the preparation of an annual report that is compliant with the ESEF
Regulation.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether, in all material respects, the annual report has been
prepared in accordance with the ESEF Regulation based on the evidence we have obtained. We
conducted our engagement in accordance with the International Standard for Assurance Engagements
(ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”.
The standard requires us to plan and perform procedures to obtain reasonable assurance that the annual
report has been prepared in accordance with the ESEF Regulation.
As part of our work, we performed procedures to obtain an understanding of the company’s processes for
preparing its annual report in XHTML format. We evaluated the completeness and accuracy of the iXBRL
tagging and assessed management’s use of judgement. Our work comprised reconciliation of the iXBRL
tagged data with the audited financial statements in human-readable format. We believe that the
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Kristiansand, 14 March 2022
ERNST & YOUNG AS
The auditor's report is signed electronically
Espen Fyllingen
State Authorised Public Accountant (Norway)
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Financials
MAGNORA ASA | ANNUAL REPORT 2021
74
1. INTRODUCTION
1.1 Background
This remuneration report (the “Report”) is prepared by the board of directors of Magnora ASA (the “Group”) in
accordance with the Norwegian Public Limited Liability Companies Act (the “Companies Act”) Section 6-16 b with
regulations. The Report contains information regarding remuneration to previous, present and future leading
personnel of the Group for the nancial year of 2021 in line with the applicable requirements.
The Group considers the CEO and the CFO as its management team and to be comprised by the term leading
personnel (“Directors”) under the Companies Act. There are no employees who are members of the board of
directors of the Group or the corporate assembly of the Group.
1.2 Highlights summary
The Group continued growing its investment portfolio and hired several key personnel during 2021. The following
key events during 2021 relates to the goals of the management team:
• Investment in Helios Nordic Energy AB
• Investment in South African project company and further development of projects
• Private placement for additional funding of the Group
• Close follow-up of investment portfolio and further increase in ownership as key milestones were achieved
(achieved for Evolar AB, Helios Nordic Energy AB, and Kustvind AB)
• Entered into cooperation agreement with TechnipFMC, established joint project team, and submitted a strong
license application in the ScotWind licensing round for a oating wind park oshore Scotland
The CEO remuneration for 2021 was based on the following KPIs 1) manage and develop the organization, 2)
nancial performance of the Group, 3) manage and develop investment portfolio, 4) identify and close suitable
acquisitions, and 5) share performance. The CFO remuneration was based on 1) development of nance function
and support funding of Group, 2) follow-up of Group governance and internal control in the investment portfolio, 3)
quality of nancial reporting in the Group.
There was no deviation or derogation from the remuneration policy during the reported nancial year.
1.3 Overview of the last nancial year
The Group continued with a signicant growth and value creation in 2021. In January 2021, Magnora entered into
an agreement with TechnipFMC to establish a joint oshore wind company, later named Magnora Oshore Wind.
Magnora Oshore Wind submitted an application for license in the ScotWind process and was on 17 January 2022
awarded an area to develop a oating wind park on the northside of Scotland.
In February 2021, Magnora acquired 25 percent of Helios Nordic Energy AB through a share issue. Helios has
progressed ahead of its business plan, and Magnora made in September 2021 an additional investment to increase
its ownership in Helios to 40 percent. Helios is a greeneld developer of large-scale PV projects in the Nordics. The
company has developed a project portfolio by signing options for land leases in well suited locations in southern
Sweden and has land lease agreements for 29 projects with a total installed capacity potential of approximately 1.3
GW.
In March 2021, Magnora entered the South African market through acquiring 100 percent of the shares in a South
African company with a potential 850 MW greeneld renewable development portfolio consisting of approximately
550 MW wind and 300 MW solar PV. The projects have progressed according to plan with installation of wind
measurement masts, and the initial weeks of measurements have shown favourable wind conditions at the sites.
MAGNORA REMUNERATION REPORT 2021
Financials
MAGNORA ASA | ANNUAL REPORT 2021
75
In February 2021, Magnora entered into a cooperation agreement with RWE Renewables to develop and mature the
98MWthe Oddeheia and Bjelkeberget onshore wind farms in the southern part of Norway.
In February 2021, Magnora closed an equity private placement of 4,485,981 new shares with a subscription
price per share of NOK 26.75 and a total oer size of NOK 120 million. This funding was key to implement the
investments and activities planned for 2021. The Group also secured a NOK 50 million overdraft line with a tier one
bank later in 2021 to further secure nancial exibility.
In September 2021, Magnora entered into a collaboration agreement with Prime Capital and Troms Kraft for the
development of a green maritime fuel production facility in Tromsø which qualied for Enova funding.
Both Kustvind AB and Evolar AB hasve progressed according to the initial business plan, and Magnora has
increased its ownership in the two companyies to 30 and 50 percent respectively during 2021. Sweden is in the
process of accelerating its oshore wind strategy in 2022.
The Group increased its ownership in Evolar AB to 50% during 2021. Evolar has a very disruptive technology which
enables solar panel and glass manufacturers to boost performance on all solar cells at a very low cost with their
tandem technology. Over the next decade Evolar can help the world develop solar cells with eciency in the low-to-
mid 30 percents.
2. TOTAL REMUNERATION FOR DIRECTORS
2.1 Introduction
The table in Section 2.2 below contains an overview of the total remuneration received by the Directors, as well as
remuneration that were granted/awarded/due but not yet materialised, during the reported nancial year. Only
remuneration earned on the basis of the Directors’ role as a leading person is comprised.
The Directors have not received remuneration from other companies within the Group.
2.2 Remuneration of Directors for the reported nancial year
Fixed remuneration Variable remuneration
NOK thousand Year Salary
Other
benets
Bonus Options Pension
Total
Remuneration
Proportion
xed/variable
Erik Sneve,
CEO
2021 2,027 17 2,559 100,000 176 4,779 46%/54%
2020 2,059 15 2,775 50,000 130 4,979 44%/56%
2019* 1,727 0 0 400,000 0 1,727 100%/0%
* Employment with Magnora ASA started 2 January 2019 as a consultant and assumed CEO role 16 April 2019. Actual
salary amount was 1,295,000 and has been adjusted to reect what it would have been for the full year.
Fixed remuneration Variable remuneration
NOK thousand Year Salary
Other
benets
Bonus Options Pension
Total
Remuneration
Proportion
xed/variable
Bård Olsen,
CFO
2021 1,538 17 284 50,000 168 2,007 86%/14%
2020 1,250 15 216 50,000 129 1,610 87%/13%
2019* 1,100 0 0 0 0 1,100 100%/0%
* Employment with Magnora ASA started 22 May 2019 with a three-month transition period with the former CFO and the
two employees in the Finance Department that also were leaving the Company 31 August 2019. Position was not a full-
time position in 2019. Actual salary amount was 381,000 and has been adjusted to reect what it would have been for
the full year if engaged full-time. 2.3 Remuneration of Directors for the reported nancial year from the Group.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
76
2.3 Remuneration of Directors for the reported nancial year from the Group
None.
3. SHARE-BASED REMUNERATION
3.1 Introduction
The table(s) in Section 3.2 below contains information on the number of shares granted or oered to the Directors,
whilst the table(s) in Section 3.3 below contains information on the number of share options granted or oered for
the reported nancial year. In both of the tables, the main conditions for the exercise of the rights including the
exercise price and date and any change thereof appear.
3.2 Shares granted or oered to the Directors for the reported nancial year
None.
3.3 Share options granted or oered to the Directors for the reported nancial year
The main conditions of share options plans
Name
& posi-
tion
Specica-
tion of plan
Perform-
ance period
Award date Vesting date
End of
holding
period
Exercise
period
Strike price
of share
Erik
Sneve,
CEO
2019
Magnora
ASA Share
Option Plan
21/5/2019 –
21/5/2020
21/5/2019 21/5/2020 21/5/2025
21/5/2020 –
21/5/2025
6.5
Magnora
ASA Share
Option Plan
1/4/2020 –
1/4/2023
1/4/2020 1/4/2023 1/4/2028
1/4/2023 –
1/4/2028
8
Magnora
ASA Share
Option Plan
2/6/2021 –
2/6/2024
2/6/2021 2/6/2024 2/6/2029
2/6/2024 –
2/6/2029
25.68
Total 150,000 400,000
Information regarding the reported nancial year
Opening balance During the year Closing balance
Name
& posi-
tion
Share options
awarded at the
beginning of the
year
Share options
awarded
Share options
vested
Share options
subject to a
performance
condition
Share options
awarded and
unvested
Erik
Sneve,
CEO
400,000 400,000
50,000
100,000
Total 550,000 400,000 150,000
Financials
MAGNORA ASA | ANNUAL REPORT 2021
77
The main conditions of share options plans
Name
& posi-
tion
Specica-
tion of plan
Perform-
ance period
Award date Vesting date
End of
holding
period
Exercise
period
Strike price
of share
Bård
Olsen,
CFO
Magnora
ASA Share
Option Plan
1/4/2020 –
1/4/2023
1/4/2020 1/4/2023 1/4/2028
1/4/2023 –
1/4/2028
8
Magnora
ASA Share
Option Plan
25/8/2020 –
25/8/2023
25/8/2020 25/8/2023 25/8/2028
25/8/2023 –
25/8/2028
9.65
Magnora
ASA Share
Option Plan
9/4/2021 –
9/4/2024
9/4/2021 9/4/2024 9/4/2029
9/4/2024 –
9/4/2029
26.47
Total
Information regarding the reported nancial year
Opening balance During the year Closing balance
Name
& posi-
tion
Share options
awarded at the
beginning of the
year
Share options
awarded
Share options
vested
Share options
subject to a
performance
condition
Share options
awarded and
unvested
Bård
Olsen,
CFO
25,000 25,000
25,000 25,000
50,000 50,000
Total 100,000 100,000
4. ANY USE OF THE RIGHT TO RECLAIM VARIABLE REMUNERATION
No variable remuneration was reclaimed during 2021.
5. INFORMATION ON HOW THE REMUNERATION COMPLIES WITH
THE REMUNERATION POLICY
Please nd below an explanation on how the total remuneration complies with the adopted remuneration
policy, including how it contributes to the long-term performance of the Company and information on how the
performance criteria were applied.
The Group has grown during 2021 with the increased ownerships in Evolar AB and Kustvind AB, and the acquisition
of the projects in South Africa, as well as an ownership share in Helios Nordic Energy AB. The successful private
placement in February 2021 was key to secure the needed funding to implement the strategy approved by
the board. In addition to expanding into South Africa, the Group expanded into oshore oating wind with its
partnership with TechnipFMC and the license application in the ScotWind licensing round. Senior Management has
made specic deliverables in these achievements that has been instrumental for the Group achieving its goals.
The investments made since the Group changed from the Oil and Gas sector to the renewable energy sector, each
investment has been selected to form a diversied portfolio of companies and projects. The diversication has
been a key selection criterion to secure long-term growth of the Group and reduce its sensitivity to the performance
of each individual investment.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
78
Name and
position
Description
of the
performance
criteria and type
of applicable
remuneration
Relative
weighting of the
performance
criteria
Information of performance targets
a) Measured
performance
and b) actual
award outcome
a) Minimum
target /
threshold
performance
and b)
Corresponding
award
a) Minimum
target /
threshold
performance
and b)
Corresponding
award
Erik Sneve, CEO
Criterion A:
Manage and
develop Group
10%
Increase team to
match increase
in investments
Achieved – 10%
awarded
Criterion B:
Financial
performance of
Group
15%
Maintain cost
focus and
ensure adequate
funding
Achieved – 15%
awarded
Criterion
C: Manage
and develop
investment
portfolio
30%
Ensure progress
according to
business plan
agreed at time of
investment
Achieved – 30%
awarded
Criterion D:
Identify and
close new
investments
25%
2-3 investments
closed per year
Achieved – 25%
awarded
Criterion E: Share
performance vs
peers
20%
Match % change
in share price
with peers
Achieved – 20%
awarded
Bård Olsen, CFO
Criterion A:
development of
nance function
and support
Group funding
30%
Develop nance
function as
Group grows
Achieved – 30%
awarded
Criterion
B: Group
governance and
internal control
in portfolio
companies
30%
Follow up
portfolio
companies to
ensure key
controls are
implemented
Achieved – 30%
awarded
Criterion C:
Quality of
Group nancial
reporting
40%
Ensure accurate
nancial
reporting
Achieved – 40%
awarded
6. DEROGATIONS AND DEVIATIONS FROM THE REMUNERATION POLICY FROM THE
PROCEDURE FOR ITS IMPLEMENTATION
No deviations from the remuneration policy or the procedure for the implementation of the remuneration policy
has been applied during 2021.
7. COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION
AND COMPANY PERFORMANCE
The table below in this Section 7 contains information on the annual change of remuneration of each individual
Director, of the performance of the Group and average remuneration on a full-time equivalent basis of employees
of the Company other than Directors since the Group was reorganised in 2019.
Financials
MAGNORA ASA | ANNUAL REPORT 2021
79
Oslo, Norway, 14 March 2022
The Board of Directors of Magnora ASA
Torstein Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik Sneve
CEO
Annual change 2020 VS 2019 2021 VS 2020
Information regarding the
recent nancial year (RFY)
Director’s remuneration
Erik Sneve, CEO 4,979,000 VS 1,727,000 4,779,000 VS 4,979,000 4,779,000
Bård Olsen, CFO 1,610,000 VS 1,100,000 2,007,000 VS 1,610,000 2,007,000
Company performance
Financial metric A
Successful investments
portfolio companies: 3 VS 0
5 VS 3
Financial metric B
Income from investments
in marketable securities:
20.2 MNOK VS 1.5 MNOK
4.9 MNOK VS 20.2 MNOK
Financial metric C** MGN share price: 27.4 VS 7 18.78 VS 27.4
Non-nancial metric D*
Developing organization:
4 VS 2
Developing organization:
10 VS 4
Average remuneration on
a full-time equivalent basis
of employees
Employees of the Group
N/A – no other employees
in Group until 2021
N/A – no other employees
in Group until 2021
1,408,000 (2021)
* Reects full-time resources of which some are hired-in consultants.
** Share price as of 31 December.
Statsautoriserte revisorer
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A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR’S ASSURANCE REPORT ON REMUNERATION REPORT
To the General Meeting of Magnora ASA
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Magnora ASA’s
report on salary and other remuneration to directors (the remuneration report) for the financial year ended
31 December 2021 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited
Liability Companies Act and the accompanying regulation.
In our opinion, the remuneration report has been prepared, in all material respects, in accordance with
section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
Board of directors’ responsibilities
The board of directors is responsible for the preparation of the remuneration report and that it contains
the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and
the accompanying regulation and for such internal control as the board of directors determines is
necessary for the preparation of a remuneration report that is free from material misstatements, whether
due to fraud or error.
Our independence and quality control
We are independent of the company in accordance with the requirements of the relevant laws and
regulations in Norway and the International Ethics Standards Board for Accountants’ International Code
of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm
applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive
system of quality control including documented policies and procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether the remuneration report contains the information
required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying
regulation and that the information in the remuneration report is free from material misstatements. We
conducted our work in accordance with the International Standard for Assurance Engagements (ISAE)
3000 – “Assurance engagements other than audits or reviews of historical financial information”.
We obtained an understanding of the remuneration policy approved by the general meeting. Our
procedures included obtaining an understanding of the internal control relevant to the preparation of the
remuneration report in order to design procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the company’s internal control. Further we
performed procedures to ensure completeness and accuracy of the information provided in the
remuneration report, including whether it contains the information required by the law and accompanying
regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Penneo Dokumentnøkkel: CUVU7-BFCMN-M1S8Q-5C2ST-I8TE0-U0GOZ
2
Independent auditor’s assurance report on remuneration report - Magnora ASA 2021
A member firm of Ernst & Young Global Limited
Kristiansand, 14 March 2022
ERNST & YOUNG AS
The auditor's assurance report is signed electronically
Espen Fyllingen
State Authorised Public Accountant (Norway)
Penneo Dokumentnøkkel: CUVU7-BFCMN-M1S8Q-5C2ST-I8TE0-U0GOZ
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2022-03-14 08:27:16 UTC
Penneo Dokumentnøkkel: CUVU7-BFCMN-M1S8Q-5C2ST-I8TE0-U0GOZ
Financials
MAGNORA ASA | ANNUAL REPORT 2021
84
We conrm, to the best of our knowledge, that the nancial statements for the period January 1 to December 31,
2021, have been prepared in accordance with current applicable accounting standards, and give a true and fair view
of the assets, liabilities, nancial position and prot and loss of Magnora ASA as well as the consolidated group.
We also conrm that the Board of Directors’ Report includes a true and fair review of the development and
performance of the business and the position of the Company and the Group, together with a description of the
principal risks and uncertainties facing the Company and the Group.
RESPONSIBILITY
STATEMENT
Oslo, Norway, 14 March 2022
The Board of Directors of Magnora ASA
Torstein Sanness
Chairman
Hilde Ådland
Board member
John Hamilton
Board member
Erik Sneve
CEO
85
MAGNORA ASA | ANNUAL REPORT 2021
MAGNORA ASA | ANNUAL REPORT 2021
86
Karenslyst Allé 2, 0277 Oslo, Norway
www.magnoraasa.com