Untitled

EAM SOLAR ASA

ANNUAL REPORT 2021

EAM Solar ASA annual report 2021

CONTENTS

EAM Solar in brief

Directors' report

Corporate governance and ESG reporting

Financial statements

Consolidated financial statements

Consolidated statement of profit and loss and comprehensive income

Consolidated statement of financial position

Consolidated statement of cash flow

Consolidated statement of changes in equity

Notes to the consolidated financial statements

Parent company financial statements

Statement of comprehensive income

Statement of financial position

Statement of cash flow

Notes to the parent company financial statements

Power production

Power plant capacity

Responsibility statement

Auditor’s report

EAM Solar ASA annual report 2021

EAM SOLAR ASA

IN BRIEF

Energeia AS established EAM on 5 January 2011. The Company was established

with the purpose of owning Solar PV power plants under long-term electricity

sales contracts and distributing dividends on a regular basis to its shareholders.

The Company was listed on the Oslo Stock Exchange under the ticker EAM in

March 2013, becoming the world’s first publicly listed pure solar PV “YieldCo”.

EAM has no employees and is managed by

Energeia AS. Energeia AS conducts all ad-

ministrative and technical tasks with own

employees and subcontractors. The annual

general meeting of EAM elects the Compa-

ny’s board of directors, who make all mate-

rial investments, divestments and contrac-

tual decisions.

EAM acquired the first power plant in Italy

in 2011. At the end of 2021 EAM owned and

operated 4 power plants with a combined

capacity of 4.0 MW generating an average

annual production of 5.4 GWh annually (P50

production).

EAM entered into a Share Purchase Agree-

ment with Aveleos S.A. in July 2014 to acquire

31 PV power plants in Italy, for a total con-

sideration of EUR 115 million. One week after

the transfer of 21 of the 31 power plants, it

appeared that 27 of 31 power plants com-

prised by the Share Purchase Agreement,

and two directors of the sellers, were already

the targets of a criminal investigation con-

ducted by the Prosecutor’s Office of Milan.

Based on the criminal proceedings, the

companies contractual counterparty for pur-

chase of electricity, the state-owned utility

company Gestore dei Servizi Energetici (GSE),

firstly suspended and then terminated the

long-term electricity sales contract for 17 of

the 21 PV power plants transferred to EAM

in July 2014. The Administrative Court of

Lazio legalized GSE’s decision to terminate

in June 2016.

EAM’s calculated loss of revenues due to

terminated FIT contracts and permanent

closure of power plants because of lacking

technical certification, amounts to an

amount in excess of EUR 300 million. This

has resulted in the bankruptcy of the SPVs

affected by the criminal proceedings in 2016.

The annual accounts of 2021 have iden-

tified a profit after tax of minus EUR 3774

thousand, the negative result is stemming

mainly from extensive legal costs.

On the basis of the fundamental breach of

contract and contractual guarantees in the

Share Purchase Agreement, resulting in loss-

es now suffered by EAM, and the lack of will-

ingness from the seller to remedy the flawed

sale, EAM has been forced to initiate legal

proceedings against the sellers to recover

losses and damages in excess of EUR 300 mil-

lion. This situation has effectively changed

EAM from a YieldCo to a large listed lawsuit.

As a consequence of the fraud, EAM’s

market valuation dropped to EUR 10 million

in the beginning of 2016, 80 per cent below

the invested equity capital of EUR 55 million.

During 2016, 2017 and 2018 the market value

increased to EUR 27 million. In 2019 the

market value decreased to EUR 8 million. In

2020 the market value further decreased to

EUR 6 million, where it has remained in 2021.

Strategic review and outlook

The company is in its eighth year of

litigation activity following the P31 fraud.

Consequently, the company have lost out on

opportunities within its initial core business

activity in renewable energy.

Following the decision by the Criminal

Appeal Court of Milan in January 2021, where

the appeal court decided to revoke the first

instance judgement of the Criminal Court

of Milan, the Board and management of the

company deemed it appropriate to conduct

a strategic review of the litigation activities

Valuation

(EUR million)

4 Mar 20221 Jul 202122 Oct 202019 Feb 202019 Jun 20198 Oct 201828 Dec 201711 Apr 201715 Aug 20167 Dec 20158 Apr 201531 Jul 201419 Nov 2013

EAM Solar ASA annual report 2021

EAM SOLAR IN BRIEF

and its initial core business activities. The

decision in the appeal court was later over-

turned by the supreme court, see more de-

tails below.

Litigation activities

Although criminal complaints have been

lodged in relevant jurisdictions against the

involved parties in the P31 fraud, the vari-

ous national police authorities seem to have

a challenge in pursuing and investigating

cross-border economic crime.

As of today, to our knowledge, no police

authority has conducted an appropriate

investigation of the fraud of EAM Solar ASA.

Therefore, the Board and management

has over a period been evaluating the

alternative legal measures to be taken to

hold the joint venture partners Enovos,

state utility company of Luxembourg, and

Renova/ Avelar, the investment company of

the Russian oligarch Viktor Vekselberg, et.al.

responsible for the P31 fraud. As a result of

this evaluation the Company has decided

to file a private criminal proceeding against

the company Enovos Luxembourg SA in Oslo

District Court.

On Friday 28 May 2021, EAM Solar ASA

filed a private criminal proceeding for the

crime of serious fraud against the company

Enovos Luxembourg SA in Oslo District Court.

The private criminal proceeding is initiated

in accordance with section 402 of the Nor-

wegian Criminal Procedure Act.

The criminal proceedings are formally

initiated by the Oslo District Court. Originally

a hearing was set for January 31 and

February 1, 2022, but it was later postponed

due to illness at the court. A new hearing date

has been set for 21 April and 22 April 2022.

Business development activities

Forty per cent of EAM Solar ASA is owned

directly or indirectly by Energeia AS and

its shareholders. Therefore, Energeia

AS and EAM Solar ASA have initiated a

preliminary discussion with the aim to

ensure that all shareholders in EAM Solar

ASA can participate in the future business

development and value creation of

Energeia AS.

Before the establishment of EAM Solar

ASA in 2011, the CEO of Energeia AS had

started investment activities within solar

PV energy in the Netherlands.

As of year-end 2021, this activity has re-

sulted in Energeia AS constructing, operat-

ing and owning a solar PV power plant in the

Netherlands, and developed a prospective

Dutch project pipeline.

In 2021 Energeia AS also identified and

is currently working on the development of

solar PV power plants in Norway. This activ-

ity is still in an early stage of development

but may result in significant power plant de-

velopments in the coming years.

The latest news on the strategic review

processes was communicated to the share-

holders of EAM Solar ASA during the presen-

tation of the Q4 2021 Financial Report with

the main points being:

There are several concession applications

in preparation, which entails the construc-

tion and operation of between 350MW to

700MW Solar PV power plants.

Energeia’s first grid connected energy

storage project is under development in

the Netherlands. The project is relevant for

similar projects in the Norwegian electric-

ity market.

Energeia AS intend to include the EAM

Solar ASA shareholders in this development

through a directed equity issue, and the cur-

rent plan, subject to approval by sharehold-

ers in Energeia and EAM Solar ASA, is that

EAM Solar ASA shareholders will receive one

share in Energeia for each share in ASA as a

dividend.

An investment memorandum will be is-

sued as part of the decision process in EAM

Solar ASA, and Energeia AS is planned list-

ed on the Oslo Stock Exchange (Euronext

Growth) following the equity issue.

Litigation activity review

The P31 Acquisition fraud transformed EAM

from an operational Solar PV YieldCo to a

company where a significant part of the ac-

tivity and future value is dependent on vari-

ous litigation processes.

In July 2014 EAM Solar ASA transferred

EUR 30 million to Aveleos SA, a Joint Ven-

ture investment vehicle owned by the Eno-

vos group in Luxembourg, the state utility

company (59 per cent) and Renova/Avelar

group in Switzerland/Cyprus, the investment

company of the Russian oligarch Viktor Vek-

selberg, (41 per cent).

The cash transfer was the initial payment

in a EUR 114 million transaction of 31 Solar

PV power plants constructed by Aveleos et.al

in 2010 and 2011, operational since 2011 with

long-term subsidised electricity contracts

with the State of Italy.

In July 2014 ownership of shares in com-

panies with 21 of the 31 power plants was

transferred to EAM Solar ASA, with the re-

maining 10 power plants to be transferred

by December 2014. This transfer was never

conducted.

In August 2014, the State of Italy

suspended payment of electricity delivered

under the long-term subsidy contracts for 17

of the 21 transferred power plants. In June

2016 the competent Italian court ruled that it

was a final legal fact that the 17 power plants

did not have valid subsidized “feed in tariff”

contracts and as such lost all its value.

During the criminal proceedings

commencing in 2016, EAM received evidence

that the Prosecutors office of Milan already

in 2012 had initiated a broad investigation

into Aveleos et.al. for fraud against the state

of Italy in relation to subsidized electricity

contracts. This fact was known to the

directors of Aveleos prior to negotiating a

sale of the power plants to EAM Solar ASA.

The Enovos/Renova/Aveleos group has

failed to honour their contractual obligations

and has as such has dragged EAM Solar ASA

into a prolonged and costly process of losses,

litigations and lawsuits.

EAM Solar ASA filed criminal complaints

for fraud to the national police authorities

in Italy in 2014, Luxembourg 2016 and in

Norway 2018/2019.

Criminal proceedings in Oslo

On Friday 28 May 2021, EAM Solar ASA filed a

private criminal proceeding for the crime of

serious fraud against the company Enovos

Luxembourg SA in Oslo District Court. The

private criminal proceeding is initiated

in accordance with section 402 of the

Norwegian Criminal Procedure Act.

The criminal proceedings are formally

initiated by the Oslo District Court. The

parties filed their arguments in briefs to

the Court.

The Oslo District Court has decided to

conduct a court hearing in the fraud case

against Enovos Luxembourg SA. The hearing

was expected to take place in Oslo District

Court on 31 January and 1 February 2022.

Oslo District Court will decide if the fraud

charges shall go to main trial proceedings

following the hearing.

On 28 January 2022 EAM Solar ASA

was informed by the Oslo District Court

administration that the hearing in the

private criminal proceedings against

Enovos Luxembourg SA in Oslo District

Court scheduled for Monday 31 January

and Tuesday 1 February 2022 has been

postponed due to sickness. A new hearing

date has been set for 21 April and 22 April

2022. Oslo District Court will, following the

hearing, decide if the fraud charges shall go

to main trial proceedings or be rejected.

EAM Solar ASA annual report 2021

EAM SOLAR IN BRIEF

Criminal proceedings in Milan

In January 2015 the prosecutor’s Office of

Milan filed a request for trial to the Criminal

Court of Milan against 9 individuals for fraud

against the State of Italy in conjunction with

subsidized electricity sales contracts.

The Criminal Court proceedings in Milan

involved only the two Avelar appointed direc-

tors of Aveleos that was involved in the fraud

against EAM. The four Enovos appointed di-

rectors active in negotiating with EAM has

so far not been subject to any investigation

or indictment.

In March 2016 the Criminal Court of Milan

accepted the request for trial and decided

that EAM Solar ASA should be included as a

victim in the criminal proceedings.

The criminal proceedings commenced in

June 2016, and on 18 April 2019 the Criminal

Court of Milan published its decision. The

Criminal Court of Milan found it evidenced in

2019 that the indicted Aveleos directors, Mr

Giorgi and Mr Akhmerov, was guilty of crimi-

nal contractual fraud against EAM Solar ASA

in conjunction with the sale of the P31 portfo-

lio and sentenced them to prison terms and

provisional damages of EUR 5 million. Avele-

os S.A., as civil liable party, was condemned

to be financially responsible for the same

provisional damage. The Criminal Court of

Milan published a 300-page long detailed

reason for their ruling on 15 October 2019.

The ruling by the Criminal Court of Milan

was appealed by several parties, and the

appeal procedure in the Criminal Court of

Appeal of Milan commenced with one hear-

ing in October 2020 and two hearings in De-

cember 2020.

On 20 January 2021, the Criminal Appeal

Court of Milan decided to revoke the first in-

stance judgement of the Criminal Court of

Milan. Consequently, Akhmerov and Giorgi

were acquitted by the Court for all points of

indictment related to fraud against the State

of Italy and EAM Solar ASA, including the rul-

ing to hold Aveleos financially liable for the

acts conducted by Akhmerov and Giorgi.

The Appeal Court’s decision was a two-

page notice identifying the decisions with

out presenting arguments or explanations

for the revocation of the Criminal Court of

Milan decision of April 2019. The arguments

and evidence base for the decision by the

Criminal Appeal Court was made available

to the parties on 20 April 2021, 90 days from

the date of the decision.

Following the reception of the full judge-

ment from the Milan Criminal Court of Ap-

peal, EAM Solar ASA decided to join with the

Prosecutor’s Office in Milan in appealing to

the Italian Supreme Court of Cassation. The

appeal was submitted on 1 June 2021 to the

Supreme Court of Cassation.

EAM Solar ASA seeks to reinstate the con-

victions of Igor Akhmerov and Marco Giorgi

for the crime of fraud against EAM.

The appeal was based on several cases

of misinterpretation of facts in the grounds

for judgment by the Milan Criminal Court of

Appeal.

The Supreme Court of Italy held a hearing

on 6 October 2021 on the appeal of the ac-

quittal sentence decided by the Milan Crimi-

nal Court of Appeal issued 20 January 2021.

On 7 October 2021, the Company was in-

formed that the Supreme Court of Italy de-

cided to annul the 20 January 2021 judgment

of acquittal by the Milan Criminal Court of

Appeal in the subsidy fraud case against the

State of Italy and contractual fraud against

EAM Solar ASA.

Late November 2021 the Supreme Court

issued its full decision for the annulment of

the acquittal ruling. The short summary of

the reason for the Supreme Court to annul

the Milan Appeal Court acquittal decision in

its entirety is that the Supreme Court found

that the Milan Appeal Court did not fulfil its

obligation to conduct a correct and compre-

hensive review of the factual evidence in the

criminal case, resulting in an erroneous eval-

uation of the evidence with the effect that

the acquittal decision was based on obvious

inconsistent and illogical arguments.

The Supreme Court is sending the crimi-

nal case back to a different chamber of the

Milan Appeal Court for a new proceeding in

the criminal case with the requirement that

the new court proceedings must proceed

with a complete review of the evidence, mak-

ing correct application of the principles of

law and the rules of logic as formulated in

the Supreme Court decision.

On the fraud of EAM, the Supreme Court

concludes that the evidenced withholding of

essential information during the contractual

negotiations in itself constitute a contrac-

tual fraud.

New criminal investigation

for subsidy fraud in Italy

On 28 October 2020, EAM Solar ASA was in-

formed that the Prosecutor of the Criminal

Court of Bolzano had ordered Guardia Di

Finanza (the financial police) to perform a

“search and seizure” of documents from 57

Italian companies owning 58 Solar PV power

plants with subsidized electricity sales con-

tracts towards the State of Italy (GSE). The

search and seizure were conducted in rela-

tion to an ongoing investigation into subsidy

fraud against the State of Italy.

The Milan office of EAM Solar ASA’s Ital-

ian subsidiaries (ENS Solar One Srl, Energia

Fotovoltaica 25 Srl and EAM Solar Italy Hold-

ing Srl) were visited by officers of Guardia Di

Finanza who retrieved documentation re-

lated to the above-mentioned companies. In

addition, the search and seizure order also

identified Energia Fotovoltaica 14 Srl, which

already is part of the criminal proceedings in

Milan and was sent into bankruptcy in 2016.

The search and seizure order issued by

the Prosecutor identified 79 individuals as

persons of interest to the public prosecu-

tor. Viktor E Jakobsen, CEO of EAM Solar ASA,

holds the position as Sole Managing Director

in ENS Solar One Srl, ENFO 14 Srl and ENFO

25 Srl, and is consequently named as one of

the 79 individuals.

With this new investigation, and the exist-

ing criminal proceedings in Milan, all power

plants sold to EAM Solar ASA by Enovos and

Avelar through their Joint Venture Aveleos

SA, are subject to criminal proceedings or

under investigation for subsidy fraud against

the state of Italy.

In January 2021, EAM Solar ASA learned

that the Bolzano Public Prosecutor request-

ed the Norwegian National Authority for In-

vestigation and Prosecution of Economic and

Environmental Crime (“Økokrim”) to search

the offices of EAM Solar ASA in relation to the

above-mentioned investigation.

EAM Solar ASA has been in a continuous

dialogue with Økokrim since 2017 in relation

to the fraud conducted against the company

in 2014.

Following the request from Bolzano,

Økokrim was invited to EAM Solar ASA’s of-

fices for voluntary transfer of relevant docu-

ments. This was conducted on 21 January

2021. EAM Solar ASA will continue to support

the investigation to the extent requested

by Økokrim and the Prosecutors office of

Bolzano.

EAM Solar ASA was informed on 3 March

2021 that the Criminal Court of Bolzano, on

the request of the Public Prosecutor, has

decided that the Company’s CEO, Viktor E

Jakobsen, no longer is considered as a “per-

son of interest” (suspect) in the ongoing in-

vestigation.

The Norwegian National Authority for

Investigation and Prosecution of Economic

and Environmental Crime (“Økokrim”) is fully

informed of the change in status of the Com-

pany’s CEO.

No provisions are made in the accounts

on this matter.

EAM Solar ASA annual report 2021

EAM SOLAR IN BRIEF

Arbitration

Following the final legal ruling by the Ad-

ministrative Court of Lazio in June 2016

that the 17 terminated FIT contracts were

invalid, the Company summoned Aveleos S.A.

in September 2016 to the Milan Chamber of

Arbitration requesting the Share Purchase

Agreement between the parties to be de-

clared null and void based on fundamental

breach of contract.

On 2 April 2019 a final award was made by

the Arbitral Tribunal of the Milan Chamber of

Arbitration. The Arbitration decision was not

unanimous, with one of three arbitrators dis

senting to dismissing the claims brought by

EAM Solar ASA. The dissenting opinion was

published together as an integrated part of

the of the arbitration ruling.

The majority of the Tribunal decided to

dismiss EAM’s claims for the annulment

and termination of the SPA. However, the

Tribunal declared the right of the Company

to be compensated for losses suffered

in connection with the breach of the

Representation and Warranties under the

SPA within the limits of the liability cap of

approximately EUR 3.7 million as defined in

the SPA.

On 4 July 2019 EAM Solar ASA filed an ap-

peal against the Arbitration Tribunal deci-

sion. The appeal was filed in the civil Court

of Appeal of Milan. EAM Solar ASA asks the

Civil Court of Appeal of Milan to annul the

arbitration award of 2 April 2019 based on 12

different accounts of breach of Italian law in

its conclusions and the basis for the arbitra-

tion award.

The first hearing in the appeal proceed-

ings was held in January 2020, and the Ap-

peal Court accepted the request for appeal.

The first hearing of the appeal process was

scheduled to take place in February 2021, but

the Appeal Court decided that the hearing

would be replaced by submission of briefs

by the parties.

On 23 June 2021 the Civil Court of Appeal

of Milan decided to dismiss the request for

the annulment of the Arbitration award from

2019.

The Arbitration decision of 2019 is still not

final since EAM decided to appeal the dis-

missal by the Civil Appeal Court in Milan to

the Supreme Court in Italy within the dead-

line on 22 September 2021.

New Arbitration in Milan

On 5 October 2020, the Arbitration Chamber

of Milan notified EAM Solar ASA and its

subsidiary EAM Solar Italy Holding Srl that

Aveleos SA had filed for two new arbitration

proceedings in relation to the P31 SPA

with reference to shareholder loans and

corporate guarantees. The two proceedings

have later been merged into one proceeding.

Each party has appointed an arbitrator

that together has appointed a chairman. A

first hearing after the formation of the ar-

bitration panel has been conducted. The

proceedings were originally scheduled by

the court to end on or about the first quarter

2022. This was later extended by 6 months

until the end of September 2022.

No provisions are made in the accounts

on this matter.

Civil Court Italy; Aveleos

EAM Solar Italy Holding Srl was on 10 Decem-

ber 2020 notified that Aveleos had filed a pe-

tition, without EAM’s knowledge, to the Civil

Court in Milano claiming payment of share-

holder loans in the amount of EUR 12683721

under the Sale and Purchase Agreement of

the P31 transaction.

EAM Solar ASA and its subsidiary is of the

opinion that such claim does not exist and

have third party expert opinions supporting

this fact. The fact is that Aveleos SA owes

EAM Solar ASA money following the SPA due

to the non-transfer of 10 power plants.

EAM Solar Italy Holding Srl contested

the decision in January 2021 and enrolled

the case to Court. A hearing was expected

to take place in June 2021 but ended up

being scheduled for 7 September 2021. In

the meantime, Aveleos adhered to our objec-

tion that an arbitration was already pending

on the same issue, and accordingly decided

to drop the case. This will bring the proceed-

ings to an end.

No provisions are made in the accounts

on this matter.

Civil Court Italy; UBI

In November 2018 EAM Solar ASA was served

with a notice that UBI Leasing had requested

the Court of Brescia for an injunction of EUR

6 million on EAM assets. The court of Brescia

granted a preliminary non-enforceable

injunction.

EAM challenged the injunction, and

the first hearing was scheduled in May

2019. A summary hearing was held, and

the case was postponed until November

2019. In December 2019 EAM was informed

that the judge in the Civil Court of Brescia

dismissed the petition by UBI Leasing to

have a provisionally enforceable injunction

against the Company.

A further hearing was held in January

2020. In this hearing the judge enabled the

parties to submit further briefs in the period

until mid-April and the next hearing was set

for May 2020. This hearing and filing of briefs

were postponed due to Covid-19.

Briefs were filed in May and June 2020

and a hearing was held in September 2020.

An order was issued in November 2020 were

the Judge accepted EAM Solar ASA’s request

to examine witnesses. The first witness hear-

ing in this matter was held 1 June 2021. The

court set a second hearing to resume the

examination of witnesses on 10 November

2021, but this hearing was postponed and

held on 31 March 2022.

No provisions are made in the accounts

on this matter.

Civil Court Luxembourg

EAM Solar ASA filed a civil lawsuit in

Luxembourg in July 2019 against the Aveleos

shareholder, Enovos, along with the four

Enovos-employed directors of Aveleos.

This civil claim is subordinate to the original

criminal complaint with civil action filed in

2016.

A hearing had been scheduled for 12 May

2020 in the commercial court of Luxembourg

regarding the Standstill Agreement. However,

this hearing has been postponed several

times since the Court has decided to stay

the proceedings awaiting the final outcome

of the Arbitration proceedings, and the

arbitration appeal procedure.

Administrative Court Italy – ENFO 25

In September 2019, the Company received

notice from GSE that they had suspended

payments of electricity delivered under

the feed-in-tariff contracts for ENFO 25.

The Company appealed shortly thereafter

the aforementioned order before the

Administrative Court “TAR” in Lazio (Rome).

The hearing held before TAR Lazio in

December 2019 was a precautionary hearing

in order to evaluate whether there are urgent

reasons for GSE to resume payments while

waiting for the court hearing of the merits.

TAR Lazio denied the request for GSE to

resume payments.

The Company consequently decided to

appeal the TAR Ordinance before the second

instance Court (i.e. Consiglio di Stato) which

upheld the appeal.

The lawsuit was sent back to the TAR

waiting the merit phase, and a hearing

was scheduled on 4 June 2021. In the

meantime, in this case, the GSE will not pay

for electricity delivered until the merit phase

and ENFO 25 will not have to reimbursement

any previously received revenues from GSE.

EAM Solar ASA annual report 2021

EAM SOLAR IN BRIEF

The Administrative Court of Lazio (TAR)

has decided in a court ruling on 12 July 2021

that the termination decision made by GSE

on the FIT contract for ENFO25 in September

2019 is invalid and consequently cancelled.

GSE has not paid the FIT tariff for the elec-

tricity delivered by ENFO 25 since July 2019,

and currently owe approximately EUR 643

thousand in unpaid electricity bills to ENFO

25. The Administrative Court also ordered

GSE to cover the legal costs of EAM Solar ASA.

How and when GSE will restore their con-

tractual obligations is not yet determined.

Due to the unwillingness by GSE to settle

the outstanding amount and resume pay-

ment of the Feed-In-Tariff in accordance with

the decision by the administrative court of

Lazio (TAR), the Company has decided to

summon GSE to the higher administrative

court (Consiglio di Stato), asking the court

to order GSE to immediately resume pay-

ment of the Feed-In-Tarff and the outstand-

ing amount. No hearing date has yet been set.

No provisions are made in the accounts

on this matter.

Please also see the Annual Report 2020

and previous years for further information

on the legal processes.

EAM Solar ASA annual report 2021

EAM SOLAR IN BRIEF

EAM Solar ASA annual report 2021

DIRECTORS’ REPORT

The 2021 annual report

EAM Solar ASA (EAM or the Company) is a

public limited liability company, incorpo-

rated and domiciled in Norway, with regis-

tered address at Bryggetorget 7, 0250 Oslo,

Norway. Energeia AS established EAM on 5

January 2011.

EAM Solar ASA (“EAM”, “EAM ASA”, or

“the Company”) is a company listed on the

Oslo Stock Exchange under the ticker “EAM”.

The Company’s primary business is to own

solar power plants and sell electricity under

long-term fixed price sales contracts, and to

pursue legal proceedings in order to restore

company values. The Company owns four

power plants in Italy, which are located in

the Puglia and Basilicata regions in South-

ern Italy. Energeia AS manages EAM under a

long-term management agreement.

The geographical focus of EAM has since

its inception been to acquire power plants

under long-term contracts in Europe. EAM

acquired its first power plant in Italy in

2011. Since then, EAM has acquired in total

25 power plants with a combined capacity

of 27.1 MW generating 38.3 GWh annually,

representing annual revenue of EUR 13.5

million.

At the beginning of 2015, EAM had EUR

110 million in capital employed, EUR 180 mil

lion in contractual revenue reserve, EUR 50

million in future market price sales and an

expected EBITDA from the 17-year contract

period of EUR 200 million.

However, the period from 2014-2016 be-

came very challenging for EAM on the back of

the flawed acquisition of 21 PV power plants

from Enovos Luxembourg S.A. and Avelar En-

ergy Ltd. through their jointly owned single

purpose vehicle Aveleos S.A.

Seventeen of the 21 PV power plants

transferred to EAM in July 2014 did not have

valid long-term feed-in-tariff contracts (FIT)

according to the contractual counterparty

Gestore dei Servizi Energetici GSE S.p.A,

owned by the State of Italy, as warranted by

Enovos Luxembourg S.A. and Avelar Energy

Ltd under the Share Purchase Agreement.

In the fourth quarter 2015, GSE terminat-

ed the FIT contracts, which had been sus-

pended since August 2014, and demanded a

repayment of previously received FIT from 5

of the 7 companies acquired by EAM.

Due to Enovos Luxembourg S.A. and Ave-

lar Energy Ltd lack of willingness to assume

what the Company believes is their contrac-

tual obligation as owners of Aveleos S.A. and

to remedy the situation, EAM has been forced

to initiate legal proceedings in Italy, Luxem-

bourg and Norway.

The events following the so-called “P31

acquisition” have effectively transformed

EAM from a dividend paying “YieldCo” to a

large lawsuit. Consequently, the share price

of EAM Solar ASA on the Oslo Stock Exchange

has dropped considerably.

The board of directors and the manage-

ment are directing all their effort and at-

tention to resolve this challenging situation

in the appropriate legal venues as fast as

possible in order to restore the value of the

Company and return the outcome to the

shareholders.

Information on Corporate Governance

is presented in a separate document below.

Strategic review and outlook

EAM’s strategy was in the outset to create

value by acquiring operational power

plants and, through an active ownership, to

optimise operations and achieve the best

possible electricity yield, lowest possible

cost of operations, and highest possible

dividend yield.

The company is in its eighth year of litiga-

tion activity following the P31 fraud. Conse-

quently, the company have lost out on op-

portunities within its initial core business

activity in renewable energy.

Following the decision by the Criminal

Appeal Court of Milan in January 2021, where

the appeal court decided to revoke the first

instance judgement of the Criminal Court

of Milan, the Board and management of the

company deemed it appropriate to conduct

a strategic review of the litigation activities

and its initial core business activities. The

decision in the appeal court was later

overturned by the supreme court, see more

details below.

Litigation activities

Although criminal complaints have been

lodged in relevant jurisdictions against the

involved parties in the P31 fraud, the vari-

ous national police authorities seem to have

a challenge in pursuing and investigating

cross-border economic crime.

As of today, to our knowledge, no police

authority has conducted an appropriate

investigation of the fraud of EAM Solar ASA.

Therefore, the Board and management

has over a period been evaluating the

alternative legal measures to be taken to

hold the joint venture partners Enovos,

state utility company of Luxembourg, and

Renova/ Avelar, the investment company of

the Russian oligarch Viktor Vekselberg, et.al.

responsible for the P31 fraud. As a result of

this evaluation the Company has decided

to file a private criminal proceeding against

the company Enovos Luxembourg SA in Oslo

District Court.

On Friday 28 May 2021, EAM Solar ASA

filed a private criminal proceeding for the

crime of serious fraud against the company

Enovos Luxembourg SA in Oslo District

Court. The private criminal proceeding is

initiated in accordance with section 402 of

the Norwegian Criminal Procedure Act.

The criminal proceedings are formally

initiated by the Oslo District Court. Originally

a hearing was set for 31 January and

1February 2022, but it was later postponed

due to illness at the court. A new hearing date

has been set for 21 April and 22 April 2022.

Business development activities

Forty per cent of EAM Solar ASA is owned

directly or indirectly by Energeia AS and its

shareholders. Therefore, Energeia AS and

EAM Solar ASA have initiated a preliminary

discussion with the aim to ensure that all

shareholders in EAM Solar ASA can partici-

pate in the future business development and

value creation of Energeia AS.

Before the establishment of EAM Solar

ASA in 2011, the CEO of Energeia AS had

started investment activities within solar

PV energy in the Netherlands.

As of year-end 2021, this activity has re-

sulted in Energeia AS constructing, operat-

ing and owning a solar PV power plant in the

Netherlands, and developed a prospective

Dutch project pipeline.

In 2021 Energeia AS also identified and

is currently working on the development of

solar PV power plants in Norway. This activity

is still in an early stage of development

EAM Solar ASA annual report 2021

DIRECTORS' REPORT

but may result in significant power plant

developments in the coming years.

The latest news on the strategic review

processes was communicated to the share-

holders of EAM Solar ASA during the presen-

tation of the Q4 2021 Financial Report with

the main points being:

There are several concession applications

in preparation, which entails the construc-

tion and operation of between 350MW to

700MW Solar PV power plants.

Energeia’s first grid connected energy

storage project is under development in

the Netherlands. The project is relevant for

similar projects in the Norwegian electric-

ity market.

Energeia AS intend to include the EAM

Solar ASA shareholders in this development

through a directed equity issue, and the cur-

rent plan, subject to approval by sharehold-

ers in Energeia and EAM Solar ASA, is that

EAM Solar ASA shareholders will receive one

share in Energeia for each share in ASA as a

dividend.

An investment memorandum will be is-

sued as part of the decision process in EAM

Solar ASA, and Energeia AS is planned list-

ed on the Oslo Stock Exchange (Euronext

Growth) following the equity issue.

Operational review

Power production

Throughout 2021 EAM Solar ASA owned and

operated 4 power plants. The 4 power plants

have a combined installed capacity of 4.0 MW

with an average annual power production of

5.4 GWh (P50 production).

Accumulated for the year the power pro-

duction was 4402 MWh, 19.1 per cent below

estimated production. The lower than esti-

mated production was mainly due to lower

capacity of the power plants caused by

thefts.

Additional profit from sale of

shares to Energeia AS

On 15 August 2019 EAM Solar ASA sold the

shares in the subsidiary EAM Solar Norway

Holding AS to Energeia AS. The Board of Di-

rectors decided to conduct this sale in order

to protect and secure the financial integrity

of EAM Solar ASA.

The final sales price for the shares

consisted of two elements; 1) a fixed price

for the shares, and 2) a profit split if Energeia

sold the power plants with a profit before

yearend 2020. On 30 April 2020 Energeia

AS sold the power plants indirectly owned

by EAM Solar Norway Holding AS to a third

party.

Since Energeia AS sold the power plants

in 2020, EAM Solar ASA is entitled to receive

75 per cent of any net capital gains realized

by Energeia AS above the purchase price

from EAM Solar ASA. The provisional capi-

tal gain for EAM Solar ASA is estimated to be

NOK 70.9 million at year-end 2021.

The final determination of the total sales

price including capital gain will be estab-

lished at the end of the warranty period of

the sale by Energeia AS in 2022.

Corporate status

Legal proceedings

Criminal proceedings in Oslo

On Friday 28 May 2021, EAM Solar ASA filed a

private criminal proceeding for the crime of

serious fraud against the company Enovos

Luxembourg SA in Oslo District Court. The

private criminal proceeding is initiated in ac-

cordance with section 402 of the Norwegian

Criminal Procedure Act.

The criminal proceedings are formally ini-

tiated by the Oslo District Court. The parties

filed their arguments in briefs to the Court.

The Oslo District Court has decided to

conduct a court hearing in the fraud case

against Enovos Luxembourg SA. The hearing

was expected to take place in Oslo District

Court on 31 January and 1 February 2022.

Oslo District Court will decide if the fraud

charges shall go to main trial proceedings

following the hearing.

On 28 January 2022 EAM Solar ASA was in-

formed by the Oslo District Court administra-

tion that the hearing in the private criminal

proceedings against Enovos Luxembourg SA

in Oslo District Court scheduled for Monday

31 January and Tuesday 1 February 2022 has

been postponed due to sickness. A new hear-

ing date has been set for 21 April and 22 April

2022. Oslo District Court will, following the

hearing, decide if the fraud charges shall go

to main trial proceedings or be rejected.

Criminal proceedings in Milan

In January 2015 the prosecutor’s Office of

Milan filed a request for trial to the Criminal

Court of Milan against 9 individuals for fraud

against the State of Italy in conjunction with

subsidized electricity sales contracts.

The Criminal Court proceedings in Milan

involved only the two Avelar appointed direc-

tors of Aveleos that was involved in the fraud

against EAM. The four Enovos appointed di-

rectors active in negotiating with EAM has

so far not been subject to any investigation

or indictment.

In March 2016 the Criminal Court of Milan

accepted the request for trial and decided

that EAM Solar ASA should be included as a

victim in the criminal proceedings.

The criminal proceedings commenced in

June 2016, and on 18 April 2019 the Criminal

Court of Milan published its decision. The

Criminal Court of Milan found it evidenced in

2019 that the indicted Aveleos directors, Mr

Giorgi and Mr Akhmerov, was guilty of crimi-

nal contractual fraud against EAM Solar ASA

in conjunction with the sale of the P31 port-

folio and sentenced them to prison terms

and provisional damages of EUR 5 million.

Aveleos S.A., as civil liable party, was con-

demned to be financially responsible for

the same provisional damage. The Criminal

Court of Milan published a 300-page long

detailed reason for their ruling on 15 Octo-

ber 2019.

The ruling by the Criminal Court of Milan

was appealed by several parties, and the

appeal procedure in the Criminal Court of

Appeal of Milan commenced with one hear-

ing in October 2020 and two hearings in De-

cember 2020.

On 20 January 2021, the Criminal Appeal

Court of Milan decided to revoke the first in-

stance judgement of the Criminal Court of

Milan. Consequently, Akhmerov and Giorgi

were acquitted by the Court for all points of

indictment related to fraud against the State

of Italy and EAM Solar ASA, including the rul-

ing to hold Aveleos financially liable for the

acts conducted by Akhmerov and Giorgi.

The Appeal Court’s decision was a two-

page notice identifying the decisions with

out presenting arguments or explanations

for the revocation of the Criminal Court of

Milan decision of April 2019. The arguments

and evidence base for the decision by the

Criminal Appeal Court was made available

to the parties on 20 April 2021, 90 days from

the date of the decision.

Following the reception of the full judge-

ment from the Milan Criminal Court of Ap-

peal, EAM Solar ASA decided to join with the

Prosecutor’s Office in Milan in appealing to

the Italian Supreme Court of Cassation. The

appeal was submitted on 1 June 2021 to the

Supreme Court of Cassation.

EAM Solar ASA seeks to reinstate the con-

victions of Igor Akhmerov and Marco Giorgi

for the crime of fraud against EAM.

The appeal was based on several cases

of misinterpretation of facts in the grounds

for judgment by the Milan Criminal Court of

Appeal.

The Supreme Court of Italy held a hearing

on 6 October 2021 on the appeal of the ac-

quittal sentence decided by the Milan Crimi-

nal Court of Appeal issued 20 January 2021.

EAM Solar ASA annual report 2021

DIRECTORS' REPORT

On 7 October 2021, the Company was in-

formed that the Supreme Court of Italy de-

cided to annul the 20 January 2021 judgment

of acquittal by the Milan Criminal Court of

Appeal in the subsidy fraud case against the

State of Italy and contractual fraud against

EAM Solar ASA.

Late November 2021 the Supreme Court

issued its full decision for the annulment of

the acquittal ruling. The short summary of

the reason for the Supreme Court to annul

the Milan Appeal Court acquittal decision in

its entirety is that the Supreme Court found

that the Milan Appeal Court did not fulfil its

obligation to conduct a correct and compre-

hensive review of the factual evidence in the

criminal case, resulting in an erroneous eval-

uation of the evidence with the effect that

the acquittal decision was based on obvious

inconsistent and illogical arguments.

The Supreme Court is sending the crimi-

nal case back to a different chamber of the

Milan Appeal Court for a new proceeding in

the criminal case with the requirement that

the new court proceedings must proceed

with a complete review

of the evidence, making correct applica-

tion of the principles of law and the rules of

logic as formulated in the Supreme Court

decision.

On the fraud of EAM, the Supreme Court

concludes that the evidenced withholding of

essential information during the contractual

negotiations in itself constitute a contrac-

tual fraud.

New criminal investigation

for subsidy fraud in Italy

On 28 October 2020, EAM Solar ASA was in-

formed that the Prosecutor of the Criminal

Court of Bolzano had ordered Guardia Di

Finanza (the financial police) to perform a

“search and seizure” of documents from 57

Italian companies owning 58 Solar PV power

plants with subsidized electricity sales con-

tracts towards the State of Italy (GSE). The

search and seizure were conducted in rela-

tion to an ongoing investigation into subsidy

fraud against the State of Italy.

The Milan office of EAM Solar ASA’s

Italian subsidiaries (ENS Solar One Srl,

Energia Fotovoltaica 25 Srl and EAM Solar

Italy Holding Srl) were visited by officers

of Guardia Di Finanza who retrieved

documentation related to the above-

mentioned companies. In addition, the

search and seizure order also identified

Energia Fotovoltaica 14 Srl, which already

is part of the criminal proceedings in Milan

and was sent into bankruptcy in 2016.

The search and seizure order issued by

the Prosecutor identified 79 individuals as

persons of interest to the public prosecu-

tor. Viktor E Jakobsen, CEO of EAM Solar ASA,

holds the position as Sole Managing Director

in ENS Solar One Srl, ENFO 14 Srl and ENFO

25 Srl, and is consequently named as one of

the 79 individuals.

With this new investigation, and the exist-

ing criminal proceedings in Milan, all power

plants sold to EAM Solar ASA by Enovos and

Avelar through their Joint Venture Aveleos

SA, are subject to criminal proceedings or

under investigation for subsidy fraud against

the state of Italy.

In January 2021, EAM Solar ASA learned

that the Bolzano Public Prosecutor request-

ed the Norwegian National Authority for In-

vestigation and Prosecution of Economic and

Environmental Crime (“Økokrim”) to search

the offices of EAM Solar ASA in relation to the

above-mentioned investigation.

EAM Solar ASA has been in a continuous

dialogue with Økokrim since 2017 in relation

to the fraud conducted against the company

in 2014.

Following the request from Bolzano,

Økokrim was invited to EAM Solar ASA’s of-

fices for voluntary transfer of relevant docu-

ments. This was conducted on 21 January

2021. EAM Solar ASA will continue to support

the investigation to the extent requested

by Økokrim and the Prosecutors office of

Bolzano.

EAM Solar ASA was informed on 3 March

2021 that the Criminal Court of Bolzano, on

the request of the Public Prosecutor, has

decided that the Company’s CEO, Viktor

E Jakobsen, no longer is considered as a

“person of interest” (suspect) in the ongoing

investigation.

The Norwegian National Authority for

Investigation and Prosecution of Economic

and Environmental Crime (“Økokrim”) is fully

informed of the change in status of the Com-

pany’s CEO.

No provisions are made in the accounts

on this matter.

Arbitration

Following the final legal ruling by the Ad-

ministrative Court of Lazio in June 2016

that the 17 terminated FIT contracts were

invalid, the Company summoned Aveleos S.A.

in September 2016 to the Milan Chamber of

Arbitration requesting the Share Purchase

Agreement between the parties to be de-

clared null and void based on fundamental

breach of contract.

On 2 April 2019 a final award was made by

the Arbitral Tribunal of the Milan Chamber of

Arbitration. The Arbitration decision was not

unanimous, with one of three arbitrators dis

senting to dismissing the claims brought by

EAM Solar ASA. The dissenting opinion was

published together as an integrated part of

the of the arbitration ruling.

The majority of the Tribunal decided to

dismiss EAM’s claims for the annulment and

termination of the SPA. However, the Tribu-

nal declared the right of the Company to be

compensated for losses suffered in connec-

tion with the breach of the Representation

and Warranties under the SPA within the lim-

its of the liability cap of approximately EUR

3.7 million as defined in the SPA.

On 4 July 2019 EAM Solar ASA filed an ap-

peal against the Arbitration Tribunal decision.

The appeal was filed in the civil Court of Ap-

peal of Milan. EAM Solar ASA asks the Civil

Court of Appeal of Milan to annul the arbitra-

tion award of 2 April 2019 based on 12 different

accounts of breach of Italian law in its conclu-

sions and the basis for the arbitration award.

The first hearing in the appeal proceed-

ings was held in January 2020, and the Ap-

peal Court accepted the request for appeal.

The first hearing of the appeal process was

scheduled to take place in February 2021, but

the Appeal Court decided that the hearing

would be replaced by submission of briefs

by the parties.

On 23 June 2021 the Civil Court of Appeal

of Milan decided to dismiss the request for the

annulment of the Arbitration award from 2019.

The Arbitration decision of 2019 is still not

final since EAM decided to appeal the dis-

missal by the Civil Appeal Court in Milan to

the Supreme Court in Italy within the dead-

line on 22 September 2021.

New Arbitration in Milan

On 5 October 2020, the Arbitration Cham-

ber of Milan notified EAM Solar ASA and its

subsidiary EAM Solar Italy Holding Srl that

Aveleos SA had filed for two new arbitration

proceedings in relation to the P31 SPA with

reference to shareholder loans and corpo-

rate guarantees. The two proceedings have

later been merged into one proceeding.

Each party has appointed an arbitrator

that together has appointed a chairman. A

first hearing after the formation of the ar-

bitration panel has been conducted. The

proceedings were originally scheduled by

the court to end on or about the first quarter

2022. This was later extended by 6 months

until the end of September 2022.

No provisions are made in the accounts

on this matter.

EAM Solar ASA annual report 2021

DIRECTORS' REPORT

Civil Court Italy; Aveleos

EAM Solar Italy Holding Srl was on 10 Decem-

ber 2020 notified that Aveleos had filed a pe-

tition, without EAM’s knowledge, to the Civil

Court in Milano claiming payment of share-

holder loans in the amount of EUR 12683721

under the Sale and Purchase Agreement of

the P31 transaction.

EAM Solar ASA and its subsidiary is of the

opinion that such claim does not exist and

have third party expert opinions supporting

this fact. The fact is that Aveleos SA owes

EAM Solar ASA money following the SPA due

to the non-transfer of 10 power plants.

EAM Solar Italy Holding Srl contested

the decision in January 2021 and enrolled

the case to Court. A hearing was expected

to take place in June 2021 but ended up

being scheduled for 7 September 2021. In

the meantime, Aveleos adhered to our objec-

tion that an arbitration was already pending

on the same issue, and accordingly decided

to drop the case. This will bring the proceed-

ings to an end.

No provisions are made in the accounts

on this matter.

Civil Court Italy; UBI

In November 2018 EAM Solar ASA was served

with a notice that UBI Leasing had requested

the Court of Brescia for an injunction of EUR

6 million on EAM assets. The court of Brescia

granted a preliminary non-enforceable in-

junction.

EAM challenged the injunction, and the

first hearing was scheduled in May 2019. A

summary hearing was held, and the case was

postponed until November 2019. In Decem-

ber 2019 EAM was informed that the judge in

the Civil Court of Brescia dismissed the peti-

tion by UBI Leasing to have a provisionally

enforceable injunction against the Company.

A further hearing was held in January

2020. In this hearing the judge enabled the

parties to submit further briefs in the period

until mid-April and the next hearing was set

for May 2020. This hearing and filing of briefs

were postponed due to Covid-19.

Briefs were filed in May and June 2020

and a hearing was held in September 2020.

An order was issued in November 2020 were

the Judge accepted EAM Solar ASA’s request

to examine witnesses. The first witness hear-

ing in this matter was held 1 June 2021. The

court set a second hearing to resume the

examination of witnesses on 10 November

2021, but this hearing was postponed and

held on 31 March 2022.

No provisions are made in the accounts

on this matter.

Civil Court Luxembourg

EAM Solar ASA filed a civil lawsuit in Lux-

embourg in July 2019 against the Aveleos

shareholder, Enovos, along with the four Eno-

vos-employed directors of Aveleos. This civil

claim is subordinate to the original criminal

complaint with civil action filed in 2016.

A hearing had been scheduled for 12 May

2020 in the commercial court of Luxembourg

regarding the Standstill Agreement. Howev-

er, this hearing has been postponed several

times since the Court has decided to stay the

proceedings awaiting the final outcome of

the Arbitration proceedings, and the arbitra-

tion appeal procedure.

Administrative Court Italy – ENFO 25

In September 2019, the Company received

notice from GSE that they had suspended

payments of electricity delivered under the

feed-in-tariff contracts for ENFO 25. The

Company appealed shortly thereafter the

aforementioned order before the Adminis-

trative Court “TAR” in Lazio (Rome).

The hearing held before TAR Lazio in De-

cember 2019 was a precautionary hearing in

order to evaluate whether there are urgent

reasons for GSE to resume payments while

waiting for the court hearing of the merits.

TAR Lazio denied the request for GSE to re-

sume payments.

The Company consequently decided to

appeal the TAR Ordinance before the second

instance Court (i.e. Consiglio di Stato) which

upheld the appeal.

The lawsuit was sent back to the TAR

waiting the merit phase, and a hearing was

scheduled on 4 June 2021. In the meantime,

in this case, the GSE will not pay for electric-

ity delivered until the merit phase and ENFO

25 will not have to reimbursement any previ-

ously received revenues from GSE.

The Administrative Court of Lazio (TAR)

has decided in a court ruling on 12 July 2021

that the termination decision made by GSE

on the FIT contract for ENFO25 in September

2019 is invalid and consequently cancelled.

GSE has not paid the FIT tariff for the elec-

tricity delivered by ENFO 25 since July 2019,

and currently owe approximately EUR 643

thousand in unpaid electricity bills to ENFO

25. The Administrative Court also ordered

GSE to cover the legal costs of EAM Solar ASA.

How and when GSE will restore their con-

tractual obligations is not yet determined.

Due to the unwillingness by GSE to settle

the outstanding amount and resume pay-

ment of the Feed-In-Tariff in accordance with

the decision by the administrative court of

Lazio (TAR), the Company has decided to

summon GSE to the higher administrative

court (Consiglio di Stato), asking the court

to order GSE to immediately resume pay-

ment of the Feed-In-Tarff and the outstand-

ing amount. No hearing date has yet been set.

No provisions are made in the accounts

on this matter.

Please also see the Annual Report 2020

and previous years for further information

on the legal processes.

Business operations in 2021

At the end of 2021 EAM owned or controlled 4

power plants operating under normal condi-

tions, with a combined installed capacity of

4.0 MW with an average annual power pro-

duction of 5.4 GWh (P50 production).

The financial statements and annual re-

port are prepared under the assumption of

going concern. It is the board’s opinion that

the Group has sufficient liquidity to support

operations for the next twelve months. Ac-

cumulated extraordinary costs related to the

fraudulent sale amounted to approximately

EUR 2.5 million in 2021.

Financial review

In 2021 EAM Solar ASA has continued the legal

processes to restore the shareholder val-

ues. The legal processes are expensive and

are heavily contributing to the loss in 2021.

Consolidated statement of profit and

loss and comprehensive income

Revenue and production

All 4 power plants owned or controlled by

EAM produced electricity and delivered this

to the grid in 2021. Total electricity produc-

tion in 2021 was 4402 MWh, 19.1 per cent

below estimated production. Accumulated

for the year revenues were EUR 1334 thou-

sand, of which EUR 864 thousand was re-

ceived from FIT contracts and EUR 469 thou

sand from markets sales of electricity. EUR

1.2 thousand were other revenues.

All EAM’s electricity sales are made under

20-year sale agreements in the feed-in-tar-

iff (FIT) scheme, with the Italian renewable

energy authority Gestore Servizi Energetici

(GSE) as commercial counterparty.

The fixed price sales contracts (FIT) ac-

counts for 64.8 per cent of revenues, with

electricity sales at market prices accounting

for 35.1 per cent. Other revenues accounts

for the remaining 0.1 per cent.

FIT revenues for 2021 were EUR 864 thou-

sand and the average FIT contract price rev-

enue was EUR 196 per MWh.

Market price contracts are renewed year-

ly. Market prices achieved for electricity in-

EAM Solar ASA annual report 2021

DIRECTORS' REPORT

creased from a year average of EUR 36 per

MWh in 2020 to EUR 106 per MWh in 2021.

Total market price revenues for 2021 were

EUR 469 thousand.

Operating costs

Total cost of operations in 2021 amounted

to EUR 237 thousand. The cost of operations

consisted mainly of operating and mainte-

nance costs, and insurance. SG&A expenses

amounted to EUR 890 thousand for the year.

Legal costs

The cost item consists almost entirely of

legal costs. Accumulated for the year the

legal costs amounted to EUR 2499 thousand.

Operational earnings

Earnings before interest, depreciation, am-

ortisation and taxes (EBITDA) amounted to

minus EUR 2292 thousand for 2021.

Accumulated for the year depreciation

and amortisation were EUR 562 thousand,

resulting in an operating profit (EBIT) of

minus EUR 2854 thousand.

Net financial items

Net financial items amounted to minus EUR

836 thousand for the full year 2021.

Profit before tax and net income after tax

Profit before tax amounted to minus EUR

3690 thousand for 2021. Net tax amounted

to EUR 85 thousand.

Reported net income after tax was minus

EUR 3774 thousand for 2021 and reported

loss per share were EUR -0.55 on a fully di-

luted basis.

Cash flow and balance sheet statements

Consolidated statement of financial position

Total assets amounted to EUR 13.7 million on

31 December 2021. This was down by EUR 3.1

million over the year.

Total equity amounted to EUR 6.8

million on 31 December 2021, a decrease

by EUR 2.9 million over the year. The equity

ratio was positive with 49.6 per cent on 31

December 2021, down from 57.8 per cent

on 31 December 2020. Net working capital

amounted to EUR 4544 thousand on 31

December 2021.

Cash flow

Net cash flow from operating activities was

negative with EUR 1690 thousand in 2021.

Net cash flow from investing activities was

positive with EUR 2405 thousand. Net cash

flow from financing activities was negative

with EUR 606 thousand. Cash and cash equiv-

alents amounted to EUR 582 thousand on

31 December 2021, of which 443 thousand

was restricted at year-end and 62 was seized

(see note 17).

EAM Solar ASA (parent company)

Profit and loss statement

Revenues are management services provid-

ed to subsidiaries (see note 3). Other oper-

ating expenses consist mainly of purchased

services. Net financial items for 2021 were

negative with NOK 17.5 million.

Balance sheet

Total assets amounted to NOK 115 million, of

which NOK 77.7 million is intercompany. Cash

amounted to NOK 210 thousand at year-end.

Total equity amounted to NOK 100 million

equal to 86.8 per cent of total assets, com-

pared to 89.2 per cent in 2019. Current liabili-

ties amounted to NOK 7.8 million.

Cash flow

Net cash flow from operational activities was

negative at NOK 1.1 million and net cash flow

from investments were positive with NOK

853 thousand.

Allocation of net income

The board has proposed that the net income

of minus NOK 22619267 is transferred from

share premium, making total transfers of

minus 22619267.

Going concern

The financial statements and annual report

are made under the assumption of going

concern. The basis for this assumption is

that the Company has cash to continue the

legal proceedings for the foreseeable future,

and that the revenue contribution from the

4 power plants in the fixed contract period

to 2031 is, sufficient to cover the long-term

lease obligation and operational costs relat-

ing to these assets.

Covid-19

The outbreak of Covid-19 has during 2020

and 2021 not resulted in any major business

interruptions or losses, but it has resulted

in some delays of the legal processes the

Company is involved in. The board of direc-

tors does not expect as a result of Covid-19

neither loss of customers nor loss on receiva-

bles. The access to spare parts and the abil-

ity to maintain the power plants are also

expected to be satisfactory due to energy

supply being of crucial importance. None of

the above-mentioned events are expected

to significantly affect the entity’s operations,

the results of those operations, or the en-

tity’s state of affairs in future financial years.

Market overview

Power prices in Italy

The average wholesale power price in Italy

for 2021 was EUR 125 per MWh. The price

fluctuated mainly between EUR 40 and EUR

260 per MWh during the year. The lowest and

highest price observed was EUR 23 and EUR

506 respectively. The average electricity mar-

ket price in the northern part of Italy accumu

lated for the year was EUR 132 per MWh and

in the southern part of Italy EUR 127 per MWh.

Events after the balance sheet date

Criminal proceedings in Oslo

On 28 January 2022 EAM Solar ASA was in-

formed by the Oslo District Court administra-

tion that the hearing in the private criminal

proceedings against Enovos Luxembourg

SA in Oslo District Court scheduled for Mon-

day 31 January and Tuesday 1 February 2022

has been postponed due to sickness. A new

hearing date has been set for 21 April and 22

April 2022. Oslo District Court will, following

the hearing, decide if the fraud charges shall

go to main trial proceedings or be rejected.

Administrative Court Italy – ENFO 25

Due to the unwillingness by GSE to settle the

outstanding amount and resume payment

of the Feed-In-Tariff in accordance with the

decision by the administrative court of Lazio

(TAR), the Company has decided to sum-

mon GSE to the higher administrative court

(Consiglio di Stato), asking the court to order

GSE to immediately resume payment of the

Feed-In-Tarff and the outstanding amount.

No hearing date has yet been set.

The War in Ukraine and

sanctions against Russia

The war in Ukraine and the sanctions

against Russia has had no direct impact

on the Company’s operations. The war has

indirectly together with the sanctions further

increased the power prices for renewable

energy in 2022.

Cap on the price of electricity from

renewable energy sources in Italy

The Italian government has proposed a cap

on the price of electricity from renewable

sources known as the “Sostegni-ter Decree”.

On 27 January 2022, Law Decree No. 4,

known as the “Sostegni-ter Decree”, (the

“Decree”) was published in the Italian Offi-

cial Journal and entered into force on the

same date, in order to mitigate, among oth-

EAM Solar ASA annual report 2021

DIRECTORS' REPORT

ers, the impact of the recent energy price

increases and to protect consumers. One of

the most significant measures introduced by

the Decree is the limitation of the windfall

profits of certain renewable power plants

that have been able to benefit from rising

energy prices, set out under Article 16.

The decree has not yet been passed into

law.

Risk factors

The Company is exposed to a number of risk

factors.

The largest risk to our current operation

is regulatory (political) risk in Italy, i.e. ret-

roactive changes in government incentives

schemes, changes to regulatory framework

for operation and changes in taxation of as-

sets and renewable energy operations.

EAM is also exposed to risk related to

market power price fluctuations and gen-

eral technical operational risks. The Com-

pany mitigate these risks as far as possible

through long-term electricity sales contracts

with limited counterparty risk, hands-on op

eration and insurance.

Regulatory risk

The unilateral and retroactive 8 per cent

reduction of the long-term electricity price

of the FIT contracts conducted by the State

of Italy in 2015 through their wholly owned

subsidiary, Gestore dei Servizi Energetici GSE

S.p.A., is believed illegal and in a breach of

the constitutional law of Italy by leading legal

experts, law firms and courts of law in Italy.

However, the state of Italy has made no at-

tempt to amend this situation. The regulato-

ry risk experienced in Italy is by far the largest

risk to PV power plant financial return and

operation at the current moment.

It is unfortunately impossible to hedge

against this type of regulatory risk in Italy at

this point in time. The international market

for insurance against State Government risk

only is possible to achieve for countries clas-

sified as “underdeveloped” or “developing”

by the United Nations system through the

World Bank Group insurance institute MIGA

(MIGA underwrite insurance against state

confiscation, unlawful punitive taxation etc.).

Since Italy is classified as a developed coun-

try, insurance against regulatory risk in Italy

is not possible to obtain.

The new regulatory environment of the

operation of solar PV power plants in Italy,

partially implemented in 2015, poses a

significant risk to PV power plant owners

since these rules may be exploited in order

to reduce or revoke long-term FIT contracts

for non-material or non-technical reasons.

This creates significant risk for corruption in

conjunction with administrative processes

since the legal treatment of administrative

decisions takes several years, in breach of

Italy’s administrative law, exposing owners

to financial default and bankruptcy without

having administrative measures judged in a

court of law.

Litigation risk

The Company is involved in several legal

processes where the outcome is unknown.

There is a risk that the Company might lose

some or all of these processes and that it can

result in a counter claim from the other party

in such legal processes. It is also a risk that

the counterpart is unable to settle an award

in favour or the Company.

Credit risk

Under normal circumstances the risk of cred-

it losses is considered low, since the main

contractual counterparty is GSE, a state-

owned entity. The Group has not made any

set-off or other derivate agreements to re-

duce the credit risk against GSE.

The Company’s gross credit risk exposure

against GSE on 31 December 2021 was EUR

755 thousand. EAM has made no financial

arrangements to limit the credit risk further.

Asset value risk

EAM’s cash balance was EUR 582 thousand on

31 December 2021, of which the Prosecutors

Office of Milan has seized EUR 62 thousand.

EAM has identified no indicators for im-

pairment of the power plants as described

in IAS 36 after write-downs conducted in

2015 and the second quarter of 2016. The

assumptions used in the impairment test,

when there are indicators present, represent

business development scenarios EAM finds

most likely at the reporting date, although

the actual outcome may be materially differ-

ent due to on-going legal processes.

Transactions with related parties

Related parties

Energeia AS is the manager of EAM. Energeia

AS in Norway and Italy employs or subcon-

tract all of the personnel conducting the

technical and administrative services for

EAM. Energeia AS owns 9.5 per cent of the

shares in EAM.

Sundt AS and Canica AS are shareholders

in EAM. They are also shareholders in Ener-

geia AS, but not involved in the day-to-day

operations of Energeia AS. Sundt AS is repre-

sented on the board of directors of Energeia

AS. Certain key personnel managing the day-

to-day operations of EAM are also investors

in Energeia AS.

Transactions with related parties

All the transactions have been carried out as

part of the ordinary operations and at arms-

length prices.

Accumulated for the year Energeia AS’

direct costs for the management of EAM

was EUR 1029 thousand, of which EUR 0

thousand was related to cost of operations,

EUR 428 thousand was related to SG&A, and

EUR 601 thousand was related to legal and

litigation work in conjunction with the P31

Acquisition fraud.

On 15 August 2019 EAM Solar ASA sold the

shares in the subsidiary EAM Solar Norway

Holding AS to Energeia AS. The Board of Di-

rectors decided to conduct this sale in order

to protect and secure the financial integrity

of EAM Solar ASA.

The final sales price for the shares con-

sisted of two elements; 1) a fixed price for

the shares, and 2) a profit split if Energeia

sold the power plants with a profit before

year end 2020. On 30 April 2020 Energeia AS

sold the power plants indirectly owned by

EAM Solar Norway Holding AS to a third party.

Since Energeia AS sold the power plants

in 2020, EAM Solar ASA is entitled to receive

75 per cent of any net capital gains realized

by Energeia AS above the purchase price

from EAM Solar ASA. The provisional capi-

tal gain for EAM Solar ASA is estimated to be

NOK 70.9 million at year-end 2021.

The final determination of the total sales

price including capital gain will be estab-

lished at the end of the warranty period of

the sale by Energeia AS in 2022.

Health, safety and the environment

EAM has no employees, and therefore no

statistics related to health issues, recruit-

ing processes, salaries or working conditions.

The board of directors comprised at year

end of two male and one female director.

Energeia AS and sub-suppliers to the

manager provide all administrative, techni-

cal, and commercial services. The manager

is responsible for requirements related to

gender neutrality, non-discrimination, and

equal opportunities. The manager recruits

employees on a gender-neutral and non-

discriminatory basis.

Solar power plants offer a power source

that is environmentally superior to fos-

sil fuels. The power plants do not expose

the environment to any harm, other than

by occupying land and possibly altering its

EAM Solar ASA annual report 2021

DIRECTORS' REPORT

visual appearance. EAM’s power plants are

built with silicon-based solar panels, and

the power production facilities produce no

harmful waste.

Activities related to the management of

the business have no impact on the natural

environment apart from effects related to

normal office work.

Values and guidelines for busi-

ness ethics and CSR

Honesty, transparency, and trust are essen-

tial to the success of the Company. EAM is

committed to transparency in its manage-

ment practices, and in particular in the rela-

tionship between EAM and Energeia AS. The

board of directors have at all times access

to all information and assistance from the

employees of the manager.

The Company’s work to integrate consid-

eration for human rights, employee rights

and social conditions, the external environ-

ment and the fight against corruption in its

business strategies, in its daily operations

and in its relations with its stakeholders

takes place mainly in meeting suppliers and

society in general.

The Company has in total identified 6

groups that are relevant in the company’s

work to translate the company’s guidelines

into action. These can be summarized as

follows:

It is difficult to give an assessment of the

results achieved, both in relation to the day-

to-day operations and in relation to stake-

holders. Work on these guidelines has been

ongoing for several years and no significant

changes in the results have been observed in

recent years. The Company plans to continue

the work in the same way as now to maintain

the standard that has been achieved.

Separate guidelines for environmental,

social and governance (“ESG”) are presented

below.

Presentation of the

financial statements

Pursuant to Section 4-5 of the Norwegian

Accounting Act, the board of directors of

EAM confirms that the financial statements

have been prepared under the assumption

that the enterprise is a going concern, and

that this assumption was appropriate at the

date when the financial statements were ap-

proved.

Oslo, 26 April 2022

Stephan L Jervell

Non-executive director

Pål Hvammen

Non-executive director

Ragnhild M Wiborg

Chair

Viktor E Jakobsen

CEO

Stakeholder group Relevance Expected of the company Arena for dialog Actions by the company

Investors – the Company is listed on Euro-

next Expand and has a broad investor base

High Compliance with regulatory

requirements for ESG reporting

Quarterly presentations,

annual reporting and

investor meetings

Comply with Oslo Stock

Exchange guidelines

Customers – only 2 customers, the Italian

state on 20-year feed-in-tariff contracts

(65 per cent of revenue) and a local power

trader on market price contracts (35 per

cent of revenue)

Low Corruption prevention Meetings and dialogue.

Written contracts

Formulate ethical

guidelines

Suppliers – very limited, mainly law firms

in Norway and abroad, only small amounts

for other suppliers

Low Corruption prevention Meetings and dialog.

Written contracts

Formulate ethical

guidelines

Civil society – legal proceedings have no

impact on society and the solar PV power

plants are not located near populated

areas and are located on private ground

Low Minimise local waste. Fencing and

security measures around power

plants to prevent contact with high

voltage equipment

E-mail or local meetings Establish maintenance

plans

Authorities – delivery of electricity to the

grid is a very standardised commodity

Low Compliance with regulatory

requirements for electricity

production

Inspections and

reporting portals

Establish operational

procedures and

reporting procedures

Employees – there are no employees in

theCompany

None None None None

Financial institutions -Three out of four

power plants are financed by leasing

Medium Corruption prevention Questionnaires and

Written contracts

Formulate ethical

guidelines

EAM Solar ASA annual report 2021

DIRECTORS' REPORT

EAM Solar ASA annual report 2021

CORPORATE

GOVERNANCE AND

ENVIRONMENTAL,

SOCIAL AND

GOVERNANCE

REPORTING

EAM Solar ASA is committed to pursuing environmental, social and governance

practices that supports the trust in the Company, its directors and management,

the way it operates its business and thereby contribute to value creation.

As defined in the Euronext ESG Guide:

“Environmental, social and governance prin-

ciples (ESG) are a set of standards by which

a company and its investors can measure

the wider impact of its operations and long

term strategy”

The objective of corporate governance is

to regulate the roles and responsibilities of

shareholders, directors and management

in a more comprehensive manner than is

required by legislation.

Implementation and reporting

on corporate governance

Implementation

EAM Solar ASA’s board of directors is

responsible for executing best practice

corporate governance and has prepared

and approved the Company’s policy for

corporate governance.

Through its board and management, the

Company conducts a review and evaluation

of its principles for corporate governance on

an annual basis.

EAM Solar ASA is a Norwegian public lim-

ited company listed on the Oslo Stock Ex-

change. Section 3-3b of Norway’s Accounting

Act requires the Company to provide an an-

nual statement of its corporate governance

principles and practices. These provisions

also specify the minimum requirements for

the content of this report.

The Norwegian Corporate Governance

Board (NCGB) has issued the Norwegian

code of practice for corporate governance

(the code). Adherence to the code is based

on the “comply or explain” principle, which

means that a company must comply with

the recommendations of the code or explain

why it has chosen an alternative approach

to specific recommendations.

The Oslo Stock Exchange requires listed

companies to publish an annual statement

of their policy on corporate governance in

accordance with the code in force at the time.

Rules on the continuing obligations of listed

companies are available at www.oslobors.no.

EAM Solar ASA will comply with the

above-mentioned rules and regulations, and

the current code, issued on 14 October 2021

with the exception of the following:

1. According to the code, the entire board of

directors should not act as the Company’s

audit committee. Nevertheless, EAM has

chosen to establish an audit committee

consisting of the full board of directors.

The reason for this is that EAM is exempt-

ed from the obligation to have an audit

committee since the Company satisfies

the criteria in section 6-41 (2) of the Nor-

wegian Public Limited Liability Compa-

nies Act. With the exception mentioned

above, the Company has established an

audit committee with tasks and composi-

tion as mentioned in the Public Limited

Liability Companies Act, sections 6-41 to

6-43.

EAM Solar ASA provides a statement on its

principles for corporate governance in its

annual report, and this information is also

available on its website at www.eamsolar.no.

Business

The business purpose of EAM is defined in

article 3 of the Company’s articles of associa-

tion, which states that:

“The Company’s business activities in-

clude identification, analysis, financing, op-

erating, purchase and sale of Solar power

plants outside Norway, and naturally related

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

activities, such as ownership in similar com-

panies. In addition, the Company’s business

is lawsuits in relation to Solar power plants.”

Equity and dividends

Equity

Total equity for the Group amounted to EUR

6.8 million at 31 December 2021, represent-

ing an equity ratio of 49.6 per cent.

The equity of the parent company amount-

ed to EUR 10 million at 31 December 2021,

representing an equity ratio of 86.8 per cent.

Dividend policy

The Company’s primary objective is to gener-

ate a capital return and distribute this to its

shareholders through dividends.

Article 11 of the Company’s articles of

association specifies that the entire annual

cash surplus will be distributed as dividend

to the shareholders to the extent permitted

by applicable law. Changes to, or exemptions

from this article require the support of at

least 90 per cent of the votes cast, of the

share capital represented, at the general

meeting.

Based on the status of the Company no

dividend will be declared for 2021.

Equal treatment of shareholders and

transactions with close associates

Equal treatment

All the shares in the Company and sharehold-

ers have equal rights, including voting rights.

Each share carries the right to one vote at the

Company’s general meeting.

In the event that the board is mandated

to buy the Company’s own shares and de-

cides to exercise this mandate, the transac-

tions will be conducted through the stock

exchange or at prevailing market prices if

conducted in any other way.

Transactions with related parties

EAM has a long-term management agree-

ment with Energeia AS. The latter provides

all administrative, technical, and operational

services required by the Company. EAM has

no employees.

The transactions between EAM and the

manager in 2021 have been conducted both

as part of ordinary operations in accordance

with the management agreement, and also

conducted by the manager in pursuing legal

objectives in the various processes of the

fraud case against EAM.

Any transactions, agreements or arrange-

ments between the Company and its share-

holders, directors, members of the execu-

tive management team or close associates

of any such parties will only be entered into

as part of the ordinary course of business

and on arm’s length market terms. All such

transactions will comply with the procedures

set out in the Norwegian Public Limited Li-

ability Companies Act or similar provisions,

as applicable.

Transfer of shares

The Company’s articles of association place

no general restrictions on transfers of the

Company’s shares.

No provisions in the articles would have

the effect of delaying, deferring or prevent-

ing a change of control of the Company, or

would require disclosure of a level of own-

ership above any specified threshold, un-

less such transaction would be in violation

of Norwegian law and in conjunction with

criminal activities.

Transfers of shares in the Company do

not require the consent of the board. Nor do

they trigger any pre-emptive rights for other

shareholders.

General meetings

Annual general meeting

The annual general meeting (AGM) is the

Company’s highest authority. The board

strives to ensure that the AGM is an effec-

tive forum for communication between the

shareholders and the board, and encourages

shareholders to attend.

Preparations for the AGM

The AGM will be held before 30 June, which

is the latest date permitted by Norwegian

company law. It will approve the annual re-

port and annual accounts, including the dis-

tribution of any dividend, election of board,

auditor and nomination committee and such

other matters as may be set out in the notice

of the meeting.

The AGM for 2022 will be held on 23 May

2022 at the Company offices in Oslo, Norway.

The board can call for extraordinary

general meetings. It will also call for an ex-

traordinary general meeting at the request

in writing of the auditor or shareholders rep-

resenting at least five per cent of the share

capital in order to deal with a specific subject.

The board summons general meetings.

Notice of a general meeting will be issued

at the latest 21 days before the date of the

meeting, and will include a proposed agenda.

The notice will also be made available on the

Company’s website at www.eamsolar.no.

A shareholder is entitled to submit pro-

posals to be discussed at general meetings

provided such proposals are submitted in

writing to the board in time for the proposal

to be entered in the agenda for the meeting.

The date of the next AGM is included in

the Company’s financial calendar. The finan-

cial calendar for the coming year will be pub-

lished no later than 31 December in the form

of a stock exchange announcement, and will

also be made available on the Company’s

website.

Participation in a general meeting

The Company’s articles of association do not

specify any requirements for giving notice of

attending a general meeting.

Shareholders who are unable to attend

the meeting are encouraged to appoint a

proxy. The arrangements for appointing a

proxy allow shareholders to specify how

their proxy should vote on each matter to

be considered. The Directors are invited to

attend the AGM, together with at least one

member of the nomination committee and

the auditor. The CEO represents the manage-

ment at the AGM.

Agenda and conduct of the AGM

The board decides the agenda for the AGM.

The main agenda items are determined by

the requirements of the Public Limited Li-

ability Companies Act and article 9 of the

articles of association of EAM.

The shareholders may propose a person

independent of the Company and the board

to chair general meetings.

The board and the chair of the meeting

will make appropriate arrangements for

the general meeting to vote separately on

each candidate nominated for election to

the Company’s governing bodies.

The minutes of the AGM are published in

the form of a stock exchange announcement,

and are also made available on the Compa-

ny’s website at www.eamsolar.no.

Nomination committee

EAM will have a nomination committee con-

sisting of three members. The Company’s

current nomination committee was elected

for one year on the annual general meeting

18 May 2021 and consists of:

■ Leiv Askvig, chair

■ Nils Erling Ødegaard, member

■ Georg Johan Espe, member

Members of the nomination committee will be

shareholders or shareholder representatives.

The general meeting elects the members

of the nomination committee, including its

chair. These members will serve for one year

unless the general meeting decides other-

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

wise. This term commences from the date of

election unless otherwise decided. It termi-

nates at the end of the annual general meet-

ing in the year when the term expires. Even

if the term has expired, the member must

remain in their post until a new member has

been elected.

Remuneration for members of the nomi-

nation committee is determined by the gen-

eral meeting.

The nomination committee has the fol-

lowing responsibilities:

■ To provide the general meeting with

recommendations on directors to be

elected by the shareholders, subject to

the provision that the manager has the

right to recommend up to two directors

■ To provide the general meeting with

recommendations on the remuneration

of directors

■ To provide the general meeting with

recommendations on members of the

nomination committee

■ To provide the general meeting with

recommendations on the remunera-

tion of the members of the nomination

committee.

The general meeting may issue further guide-

lines for the nomination committee’s work.

Board of directors: composition

and independence

Elections to the board

The general meeting elects directors. The

Company’s articles of association provide

that the board will have no fewer than three

members and no more than seven. In accord-

ance with Norwegian law, the CEO and at

least half the directors must be either resi-

dent in Norway or citizens of or resident in

an EU/EEA country.

Composition of the board

On 31 December 2021, the board of EAM Solar

ASA consisted of three directors, two men

and one woman:

■ Ragnhild Märta Wiborg, chair

■ Stephan Lange Jervell, non-executive

director

■ Pål Hvammen, non-executive director

At the annual general meeting on 18 May

2021 Ragnhild Märta Wiborg was re-elected

as chair of the board, and at the same date

Stephan Lange Jervell and Pål Hvammen

was re-elected as members of the board. The

functioning period of the Board of Directors

is until the annual general meeting in 2022.

Directors have been elected to serve for

a period of one year unless otherwise stated.

Directors represent varied and broad expe-

rience from relevant industries and areas of

technical speciality, and contribute knowl-

edge from both Norwegian and international

companies. More information about the ex-

pertise and background of directors can be

found on the Company’s website.

Independence of the board

Ragnhild Märta Wiborg, Stephan Lange

Jervell and Pål Hvammen are all independ-

ent of the Company’s manager, material

business contacts and largest shareholders.

The board included at year end 2021 no

members proposed by the manager.

Work of the board of directors

Board’s duties and responsibility

The board has the ultimate responsibility for

managing the Company and for supervising

management and make strategic decisions.

This includes participating in the devel-

opment and approval of the Company’s

strategy, performing necessary monitoring

functions, including supervision, to ensure

that the Company manages its business and

assets and carries out risk management in a

prudent and satisfactory manner, and acting

as an advisory body for the manager.

In the management agreement between

the Company and the manager, the manager

is effectively the CEO of the Company. Should

an individual have to be appointed as the

CEO, the manager will propose this person

for approval by the board. The board of di-

rectors defines objectives, strategies, and

risk profiles for the company’s business ac-

tivities to facilitate that the company creates

value for shareholders.

The board of directors ensures that its

members and executive personnel make the

Company aware of any material interests

that they may have in items which are con-

sidered by the board.

Mandate for the board

In accordance with the provisions of Norwe-

gian company law, the terms of reference for

the board are set out in a formal mandate

that includes specific rules and guidelines on

the work of the board and decision-making.

The chair is responsible for ensuring that the

work of the board is carried out in an effec-

tive and proper manner in accordance with

legislation.

Mandate for the CEO

The CEO is the representative of the manag-

er. The manager is responsible for executive

management and day-to-day operations of

the Company as defined in the management

agreement.

Financial reporting

The board receives periodic reports on the

Company’s commercial and financial status.

The Company follows the timetable laid

down by the Oslo Stock Exchange for the

publication of interim and annual reports.

Board meetings

The board holds regular meetings each year.

Extraordinary board meetings are held when

required to consider matters that cannot

wait until the next regular meeting.

During 2021, the board of directors had

several meetings in addition to the formal

meetings each quarter. In addition, both the

board and individual directors held informal

discussions and meetings on specific issues.

In 2021 the board of directors met on 7

occasions, either in person or by circulation.

Audit committee

EAM is exempted from the obligation to

have an audit committee since the Company

satisfies the criteria in section 6-41 (2) of

the Norwegian Public Limited Liability

Companies Act. Nevertheless, the Company

has established an audit committee,

consisting of the full board of directors,

with tasks and composition as mentioned

in the Public Limited Liability Companies Act,

sections 6-41 to 6-43.

None of the members of the committee

are employees of the Company. The audit

committee will not make any decisions on

behalf of the board, since it is effectively the

board.

Board’s evaluation of its own work

The board carries out an annual evaluation of

its own performance, working arrangements

and competence. The chair prepares a report

on this evaluation, which is made available

to the nomination committee.

Risk management and internal control

EAM’s board is responsible for ensuring that

the Company has a sound internal control

and sufficient systems for risk management.

The Company’s systems for internal control

and procedures for risk management are in-

tended to ensure timely and correct finan-

cial reporting, as well as compliance with

the legislation and regulations to which the

Company is subject.

Follow-up of internal controls relating to

financial reporting is undertaken by means

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

of management’s day-to-day monitoring, pe-

riodic reports to the board and the work of

the audit committee.

The board carries out an annual review

of the Company’s most important areas of

exposure to risk and its internal control pro-

cedures. In addition, the auditor presents

an annual review of the Company’s internal

control procedures to the audit committee,

including the Company’s accounting princi-

ples, risk areas, internal control routines and

proposals for improvement.

The size and activity of the Company does

not support the establishment of an internal

audit function.

Remuneration of the board of directors

The AGM determines the board’s remunera-

tion, based on a recommendation from the

nomination committee. Remuneration of

directors will be reasonable and based on

the board’s responsibilities, work, the time

invested and the complexity of the enter-

prise. Compensation will be a fixed annual

amount. The chair receives a higher compen-

sation than the other directors.

The board will be informed if individual

directors perform other tasks for the Com-

pany than their role as directors. Work in

sub-committees may be remunerated in

addition to the remuneration received for

the directorship. The Company’s annual

accounts provide information about the

board’s compensation.

There are no share options issued to

members of the board of directors.

Remuneration of the

manager and the CEO

Pursuant to the management agreement,

the CEO receives no direct remuneration

from the Company. The CEO is receiving his

remuneration from the manager, Energeia

AS. Energeia AS will invoice all billable hours

at a predetermined rate for each consultant

working on the assignment. Out-of-pocket

expenses will be billed separately at cost.

The hourly rate per consultant will be ad-

justed yearly in conjunction with the budget

process and approval in EAM Solar ASA.

The management agreement has been

entered into for an initial term of 10 years.

After the initial term, both parties may ter-

minate the agreement by giving 12 months’

notice, with effect at the earliest from 2021.

Termination by the Company triggers a ter-

mination fee of five times the average fee for

the two preceding fiscal years.

No member of the Company’s board or

other administrative or supervisory body

has service contracts with the Company or

any of its subsidiaries that provide benefits

on the termination of employment. No loans

or guarantees have been given to any mem-

bers of the board or other company bodies.

Information and communications

EAM maintains regular dialogue with ana-

lysts and investors. The Company strives to

publish relevant information continuously

to the market in a timely, effective, and non-

discriminatory manner, and considers it very

important to inform shareholders and inves-

tors about the Company’s commercial and fi-

nancial performance. All stock exchange an-

nouncements are made available both on the

Company’s website and on the Oslo Stock Ex-

change news website at www.newsweb.no.

Financial reports

EAM publishes its fourth quarter results

by the end of February, and the full annual

report, including approved and final finan-

cial statements and the directors’ report, is

available no later than 30 April each year as

required by the Securities Trading Act. The

complete annual report and financial state-

ments are made available to shareholders

no later than three weeks prior to the AGM.

Quarterly interim reports are published

within eight weeks of the end of the quar-

ter. The Company’s financial calendar for the

coming year is published as a stock exchange

announcement and made available on the

Company’s website and on the Oslo Stock

Exchange website in accordance with the

continuing obligations for companies listed

on the Oslo Stock Exchange. The Company

will continue to publish quarterly reports

in accordance with Oslo Børs Code of Prac-

tice for IR.

Other market information

EAM may give open presentations in conjunc-

tion with the publication of the Company’s

interim results. At these presentations, the

manager will review and comment on the

published results, market conditions and

the company’s future prospects.

Communication with shareholders

The manager gives high priority to commu-

nication with the investor market. Individual

meetings are organised for major investors,

investment managers and analysts. The

Company also attends investor conferences.

The board has issued guidelines for the

Company’s investor relations’ function,

including the designation of authorised

spokespersons for the company.

Take-overs

The board endorses the principle of non-

discrimination of shareholders. In the event

of a take-over, the board undertakes to act

in a professional manner and in accordance

with applicable legislation and regulations.

The board will seek to comply with the

recommendations in the code relating to

the board’s responsibilities and duties in a

takeover situation.

Auditor

EAM is audited by RSM Norge AS, Norway.

The auditor presents a plan annually to

the board for the audit work and confirms

that the auditor satisfies established

requirements for independence and

objectivity.

In connection with the auditor’s presen-

tation of the annual work plan to the board,

the board will specifically consider whether

the auditor also exercises a control function

to a satisfactory extent. The auditor attends

board meetings that deal with the annual

accounts and presents a review of the Com-

pany’s internal control procedures to the

audit committee, including the Company’s

accounting principles, risk areas, internal

control routines and so forth, and proposals

for improvement.

The board has established guidelines on

the use of the auditor by the Company’s ex-

ecutive management for services other than

auditing. The board reports the remunera-

tion paid to the auditor to the AGM, including

details of fees paid for audit work and for

other specific assignments.

IMPLEMENTATION AND

REPORTING ON SUSTAINABILITY

ESG – Relevance and materiality

The information that investors and other

stakeholders in the company consider

material and relevant has changed

drastically since the company went public

in 2013.

At the outset, EAM’s strategy was to cre-

ate value by acquiring operational solar

power plants and, through active owner-

ship, to optimise operations and achieve

the best possible electricity yield, lowest

possible cost of operations, and highest

possible dividend yield. However, in light of

the impact that the fraud and subsequent

legal proceedings have had on the Company

value, EAM has been forced to change from

a YieldCo to a company primarily focused

on litigation.

Consequently, when evaluating what in-

formation is considered relevant, meaning

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

information that influences the opinion or

decision of users by helping them to evaluate

past, present, or future events or by confirm-

ing or correcting their past evaluations, such

information will almost entirety be related

to the legal proceedings and not to the re-

newable energy industry, as originally envis-

aged. Future value creation is not, at present,

linked to traditional business development

within renewable energy but rather to the

restoration of lost values, stemming from

the P31 fraud, via in-court legal proceedings

in several jurisdictions or via out-of-court

settlements.

The company has used the “Oslo Børs

veiledning om rapportering av samfunnsan-

svar” and “Euronext Guidelines to Issuers

for ESG Reporting” as a tool in preparing

the report.

Materiality analysis: identification

and prioritisation

When going deeper into the material-

ity analysis, which involves mapping

the opportunities and risks the com

pany faces, as well as identifying its

most important stakeholders and

their primary areas of interest, it be-

comes clear that many of the stake-

holders one would expect to find, are

less relevant or not present at all. Using a

traffic light model, it looks like this:

Stakeholder group Relevance Expected of the company Arena for dialog Actions by the company

Investors – the Company is listed on Euro-

next Expand and has a broad investor base

High Compliance with regulatory

requirements for ESG reporting

Quarterly presentations,

annual reporting and

investor meetings

Comply with Oslo Stock

Exchange guidelines

Customers – only 2 customers, the Italian

state on 20-year feed-in-tariff contracts

(65 per cent of revenue) and a local power

trader on market price contracts (35 per

cent of revenue)

Low Corruption prevention Meetings and dialogue.

Written contracts

Formulate ethical

guidelines

Suppliers – very limited, mainly law firms

in Norway and abroad, only small amounts

for other suppliers

Low Corruption prevention Meetings and dialog.

Written contracts

Formulate ethical

guidelines

Civil society – legal proceedings have no

impact on society and the solar PV power

plants are not located near populated

areas and are located on private ground

Low Minimise local waste. Fencing and

security measures around power

plants to prevent contact with high

voltage equipment

E-mail or local meetings Establish maintenance

plans

Authorities – delivery of electricity to the

grid is a very standardised commodity

Low Compliance with regulatory

requirements for electricity

production

Inspections and

reporting portals

Establish operational

procedures and

reporting procedures

Employees – there are no employees in

theCompany

None None None None

Financial institutions -Three out of four

power plants are financed by leasing

Medium Corruption prevention Questionnaires and Writ-

ten contracts

Formulate ethical

guidelines

The main opportunities and risks the Company faces are given a score (-) based on the significance

for stakeholders and the impact they have, based on the matrixes below.

Risk and opportunity matrix

Significance for the Company’s impact on economic, social and environmental issues

Negligible Minor Moderate Considerable Major Paramount

0 1 2 3 4 5

Significance to the

Company´s stakeholders

Negligible 0 0 0 0 0 0 0

Minor 1 0 1 2 3 4 5

Moderate 2 0 2 4 6 8 10

Considerable 3 0 3 6 9 12 15

Major 4 0 4 8 12 16 20

Paramount 5 0 5 10 15 20 25

Legend: Negligible Low Moderate High Crucial

EAM

Solar ASA

Investors

Employees

Authorities

Civil society

Suppliers

Financial

institutions

Customers

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

Summary of analysis

Based on the score from the matrix above,

two risks and two opportunities have been

identified as significant and will form basis

for the company’s ESG reporting. These are:

Not having enough liquidity

to fund the legal strategy

In order to successfully pursue the legal

strategy, EAM Solar ASA depends on having

sufficient funds and liquidity to provide

payment for the legal costs related to the

various legal proceedings. The risk entails

that the legal proceedings would stop or be

delayed in the event the Company does not

have these funds. Consequently, this would

jeopardize the Company’s legal integrity,

stall progress in the legal proceedings

or ultimately prevent the Company from

reaching the desired outcome or result. The

legal proceedings, in which the Company

is involved, are costly and require legal

expertise from legal professionals in several

countries.

The Company defines the risk as whether

or not available funds are held by either

the Company itself and/or by the manager.

Measures taken by the Company to monitor

this risk are carried out in the form of

monthly reports to the Board of Directors

on available liquidity and accrued legal costs.

The monthly reporting provides the tools for

the management and the Board of Directors

to continuously monitor the Company’s

financial situation and the cost of the legal

proceedings.

In order to minimize the risk of not having

enough liquidity to fund the legal strategy,

the Company conducted the sale of power

plants Varmo and Codroipo in 2019. The sale

provided the Company with a profit and re-

moved the operational and administrative

costs related to the ownership of these pow-

erplants. In addition, the Company continu-

ously takes measures to reduce and optimize

operational and administrative costs on a

general basis to improve liquidity within the

Company.

The reporting on the risk will be con-

ducted by classifying the Company’s liquid-

ity situation in one of the following three

categories.

Satisfactory: The Company’s considers

its liquidity to be good. The Company has

sufficient liquidity to fund the legal strategy

on a long-term basis.

Unsatisfactory: The Company considers

its liquidity situation to be less than good.

The Company has sufficient liquidity to fund

the legal strategy on a short-term basis, but

needs to take further measures to fund the

legal strategy on a long-term basis

Crucial: The Company considers its finan-

cial situation to be crucial and does not have

sufficient liquidity to fund the legal strategy

on either a short-term or long-term basis.

Risks and opportunities for the legal activities:

Risks:

Stake-

holder

score

Impact

score

Total

score Opportunities:

Stake-

holder

score

Impact

score

Total

score

Not having enough liquidity to fund the legal

strategy 5 4 20

Victory in court resulting in pay-

ment from the counterparties;

outof court settlements

5 4 20

Lack of police investigation to collect evidence

and prosecute

4 3 12

Corrupt courts and/or judges – There is a risk

that courts or legal proceedings are already

influenced or could be influenced, so as to af-

fect or alter rulings

4 4 16

The counterparty evades payment for

fraudulent actions even if sentenced in court

either through continuous delays or even

bankruptcy

4 3 12

Risk that a case might be rejected by the courts

due to statutory limitations, jurisdiction or

other reasons

3 3 9

Threats of physical injury or death towards in-

dividuals both internal and external represent-

ing the Company

3 3 9

Risks and opportunities for the solar PV energy production activities:

Risks:

Stake-

holder

score

Impact

score

Total

score Opportunities:

Stake-

holder

score

Impact

score

Total

score

Assets acquired are not built in accordance

with standards and regulations and docu-

ments are falsified

2 2 4

New investments in solar PV in

countries and regions where cor-

ruption is less probable at govern-

ment level, in the business environ-

ment and in the judicial system

4 4 16

Regulatory risk, change in regulations relating

to the GSE and payment of feed-in-tariff

3 3 9

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

Corrupt courts and/or judges – There is

a risk that courts or legal proceedings

are already influenced or could be

influenced, so as to affect or alter rulings

There is an imminent risk that attempts

could be made to influence, or that influence

has already been exerted over, judges or

arbitrators so as to alter the outcome of a

procedure or a decision rendered. These

attempts could take the form of monetary

value or non-monetary value such as

promotions or benefits given both inside

and outside the courts. Typically, arbitrators

will have their own legal practice where such

benefits could be received, while both judges

and arbitrators could receive promotions

that are not based on competence and

experience. There could even be threats

put forward to the same individuals. These

risks are more likely to occur in jurisdictions

where corruption is more common than in

Norway.

In jurisdictions where the counterparty is

a state-controlled entity there might be ex-

press or indirect pressure from the authori-

ties to reach a specific outcome. There could

also be pressure to do nothing, or to obstruct

or hinder investigations.

The corruption risk is considered high in

Italy. Italy scores only 56 on the Transparency

International Index for 2021 putting them

in 42

place out of a total of 180 countries,

meaning that 41 countries in the world are

considered less corrupt than Italy. In fact,

according to the ENCJ’s (European Network

of Councils for the Judiciary) Report on

Independence, Accountability and Quality

of the Judiciary – performance indicators

2017, nearly half of Italian judges indicate

they strongly believe that judges are being

promoted on basis other than ability and

experience. And further, as shown in the

ESGESG

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

Global Competitiveness Report 2015-2016

issued by the World Economic Forum,

businesses do perceive that bribes or

irregular payments in return for favourable

judicial decisions sometimes occur.

Luxembourg, on the other hand, is

considered a low-risk country when it comes

to corruption finishing in 9

place with a

score of 81 on the Transparency International

Index for 2021. The risk with Luxembourg

is that the country is very small with only

633100 inhabitants (www.britannica.com/

place/Luxembourg), not much more than a

small European city. In this context, everyone

knows everyone. That makes it more likely

that an outcome might be influenced when

a foreign company is in a litigation against

a state-controlled entity. Not as outright

corruption but as a silent, or even outspoken,

wish to receive a particular outcome, or

for the police and prosecution to not take

any action. According to the GAN Integrity

Luxembourg Corruption Report (www.

ganintegrity.com/portal/countryprofiles/

luxembourg/), updated as of June 2020,

corruption does not constitute a problem

for businesses in Luxembourg in general.

The country has a strong legal framework

to curb corruption, and anti-corruption laws

are effectively enforced. Nonetheless, some

corruption cases have revealed conflicts of

interest between the private and public

sectors, tainting transparency in the country.

For comparison, Norway is in 4

place

with a score of 85 on the Transparency In-

ternational Index for 2021 and Norway ranks

among the least corrupt countries in the

world.

The company’s ability to mitigate this

kind of risk is very limited. The company’s

ability to change the behaviour of individu-

als in the most risk-associated jurisdictions

is non-existent. What the company can do, is

to monitor for indications of influence over

judges, arbitrators, police, and prosecutors

and try to get the disputes in front of judges

in countries that are less corrupt or influ-

enced than Italy and Luxembourg. There are

though legal limitations on which venues

that are available to the company.

Victory in court resulting in

payment from the counterparties,

out of court settlements

One of the most significant opportunities

for the company is the possibility to receive

a payment that restores lost values stem-

ming from the fraud and subsequent lost

opportunities. Such payment might either

be awarded by a competent court and en-

forced towards the counterparty or could be

reached in an out-of-court agreement where

the parties agree on fair settlement.

The company is actively pursuing a resto-

ration of values in various venues and juris-

dictions and will continue to do so until all

such possibilities are exhausted. Any pos-

sible settlement talks would be conducted

through our legal representation and be

evaluated if presented.

The outcome is binary, either you have

an award or settlement, or you do not. Once

an award has been irrevocably granted or a

settlement reached, the company may also

measure the outcome on a monetary scale,

either in comparison with costs incurred and

values lost or as a value per share issued in

the company.

New investments in solar PV in

countries and regions where corruption

is less probable at government

level, in the business environment

and in the judicial system

EAM Solar ASA’s strategy was, at the outset,

to create value by acquiring operational

power plants and, through active owner-

ship, to optimise operations and achieve

the best possible electricity yield, lowest

possible cost of operations and highest pos-

sible dividend yield. In light of the legal pro-

ceedings and their impact on the Company’s

value, EAM has been forced to change from a

YieldCo to a company primarily focused on

litigation. The company is in its eight year

of litigation activity following the P31 fraud.

Consequently, the company have lost out on

opportunities within its initial core business

activity in renewable energy.

The Company’s manager, Energeia AS is

currently investing and developing business

opportunities in the Netherlands. As of year-

end 2021, this activity has resulted in Ener-

geia AS constructing, operating and owning

a solar PV power plant in the Netherlands,

and developed a prospective Dutch project

pipeline. In 2021 Energeia AS also identified

and is currently working on the development

of solar PV power plants in Norway. This ac-

tivity is still in an early stage of development

but may result in significant power plant de-

velopments in the coming years.

Forty per cent of EAM Solar ASA is owned

directly or indirectly by Energeia AS and its

shareholders. Therefore, Energeia AS and

EAM Solar ASA have initiated a preliminary

discussion with the aim to ensure that all

shareholders in EAM Solar ASA can partici-

pate in the future business development and

value creation of Energeia AS.

The opportunity would provide addition-

al value creation for the Company’s share-

holders and an opportunity to take part in

new development within the renewable en-

ergy sector. The outcome of this opportunity

is binary.

The latest news on the strategic review

processes was communicated to the share-

holders of EAM Solar ASA during the presen-

tation of the Q4 2021 Financial Report with

the main points being:

There are several concession applications

in preparation, which entails the construc-

tion and operation of between 350MW to

700MW Solar PV power plants.

Energeia’s first grid connected energy

storage project is under development in

the Netherlands. The project is relevant for

similar projects in the Norwegian electricity

market.

Energeia AS intend to include the EAM

Solar ASA shareholders in this development

through a directed equity issue, and the cur-

rent plan, subject to approval by sharehold-

ers in Energeia and EAM Solar ASA, is that

EAM Solar ASA shareholders will receive one

share in Energeia for each share in ASA as a

dividend.

An investment memorandum will be is-

sued as part of the decision process in EAM

Solar ASA, and Energeia AS is planned list-

ed on the Oslo Stock Exchange (Euronext

Growth) following the equity issue.

The decision is subject to general meeting

resolutions on both sides.

Findings

Not having enough liquidity

to fund the legal strategy

The Company considers its liquidity situation

to be unsatisfactory. On a short-term basis,

it is expected that the Company’s liquidity

situation is adequate. However, due to

uncertainty related to the cost and the

length of the legal proceedings and the

Company’s ability to collect receivables

outstanding the situation on a long-term

basis is more uncertain.

Corrupt courts and/or judges – There is

a risk that courts or legal proceedings

are already influenced or could be

influenced, so as to affect or alter rulings

Observations in the period 2016-2021 give

reason to believe that decisions given in

courts in Italy involving the company have

been influenced, although this has not been

proven.

Observations in the period 2016-2021 give

reason to believe that the lack of police inves-

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

tigations and prosecution could stem from

the result of influence or informal pressure,

although this has not been proven.

EAM Solar ASA has filed criminal fraud

complaints to police authorities in Italy

(2014), Luxembourg (2016) and Norway

(2018/2019). So far, no investigation of the

fraud has been conducted to our knowledge.

On Friday 28 May 2021, EAM Solar ASA

filed a private criminal proceeding for the

crime of serious fraud against the company

Enovos Luxembourg SA in Oslo District

Court. The private criminal proceeding is

initiated in accordance with section 402 of

the Norwegian Criminal Procedure Act.

Victory in court resulting in

payment from the counterparties,

out of court settlements

No irrevocable payment has yet been grant-

ed in court, nor have the parties agreed on

any settlement.

New investments in solar PV in

countries and regions where corruption

is less probable at government

level, in the business environment

and in the judicial system

No final decision made.

EAM Solar ASA annual report 2021

CORPORATE GOVERNANCE AND ESG REPORTING

FINANCIAL

STATEMENTS

Consolidated financial statements

Consolidated statement of profit and loss and comprehensive income

Consolidated statement of financial position

Consolidated statement of cash flow

Consolidated statement of changes in equity

Notes to the consolidated financial statements

Parent company financial statements

Statement of comprehensive income

Statement of financial position

Statement of cash flow

Notes to the parent company financial statements

Power production

Plant capacity

Responsibility statement

Auditor’s report

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF

PROFIT AND LOSS AND COMPREHENSIVE INCOME

EUR Note 2021 2020

Revenue 9 1 333 522 1 271 084

Total revenue 1 333 522 1 271 084

Cost of operations (236 682) (212 744)

Sales, general and administration expenses 5, 6 (889 894) (947 426)

Legal costs (2 498 623) (1 769 672)

Operating profit before depreciation and amortisation (EBITDA) 7, 9, 10 (2 291 678) (1 658 758)

Depreciation, amortizations and write downs 13, 21 (562 378) (556 471)

Operating profit (EBIT) (2 854 055) (2 215 228)

Finance income 8 255 118 4 058 170

Finance costs 8, 7 (1 090 812) (1 861 061)

Profit before tax (3 689 749) (18 119)

Income tax gain/(expense ) 11 (84 583) (154 888)

Profit after tax (3 774 332) (173 007)

Other comprehensive income



Translation differences 873 349 (1 108 462)

Other comprehensive income for the year, net of tax 873 349 (1 108 462)

Total comprehensive income for the year (2 900 983) (1 281 469)

Profit for the year attributable to:

Equity holders of the parent company (3 774 332) (173 007)

Total comprehensive income attributable to:

Equity holders of the parent company (2 900 983) (1 281 469)

Earnings per share 2021 2020

Continued operation

– Basic 12 (0.55) (0.03)

– Diluted 12 (0.55) (0.03)

Other comprehensive income that may be reclassified to profit and loss in subsequent periods.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

EUR Note 31 Dec 2021 31 Dec 2020

ASSETS

Non-current assets

Property, plant and equipment 13 6 538 257 7 099 936

Intangible assets 21 9 801 10 501

Other long term assets 455 020 542 544

Deferred tax assets 11 82 862 109 147

Total non-current assets 9 7 085 939 7 762 128

Current assets

Trade and other receivables 7, 16 5 450 336 7 879 195

Other current assets 540 782 624 081

Cash and cash equivalents 17 581 696 473 322

Total current assets 6 572 814 8 976 598

TOTAL ASSETS 13 658 754 16 738 726

EQUITY AND LIABILITIES

Equity

Paid in capital

Issued capital 8 126 110 8 126 110

Share premium 27 603 876 27 603 876

Total paid in capital 18 35 729 986 35 729 986

Other equity

Translation differences (7 128 830) (8 002 179)

Other equity (21 830 374) (18 056 042)

Total other equity (28 959 204) (26 058 221)

Total equity 6 770 782 9 671 765

Non-current liabilities

Leasing 13 3 771 567 4 180 849

Long term loan - interest bearing - -

Deferred tax liabilities 11 743 424 682 785

Other non current liabilities 343 887 393 083

Total non-current liabilities 19 4 858 878 5 256 717

Current liabilities

Leasing 13 409 097 388 455

Trade and other payables 19 1 619 996 1 421 789

Tax payables - -

Total current liabilities 19 2 029 093 1 810 244

Total liabilities 6 887 971 7 066 961

TOTAL EQUITY AND LIABILITIES 13 658 754 16 738 726

Oslo, 26 April 2022

Stephan L Jervell

Non-executive

director

Pål Hvammen

Non-executive

director

Ragnhild M Wiborg

Chair

Viktor E Jakobsen

CEO

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF

CASH FLOW

EUR Note 2021 2020

Cash flow from operations

Profit before income taxes (3 689 749) (18 119)

Gain/loss from sale of subsidiaries 3, 8 - (1 680 472)

Depreciation 13, 21 562 379 556 471

Change in trade debtors 16 (108 427) (255 274)

Change in trade creditors 19 50 152 (746 814)

Effect of exchange fluctuations 1 129 784 (1 111 469)

Change in other provisions 365 494 (499 072)

Net cash flow from operations (1 690 367) (3 754 749)

Cash flow from investments

Purchase of fixed assets - -

Payment of short term loan /receivables 2 405 121 2 698 067

Proceeds from sale of shares and investments in other companies - 1 680 472

Cash effect sale of subsidiaries - -

Net cash flow from investments 2 405 121 4 378 539

Cash flow from financing

Repayment of long term loans (388 640) (369 030)

Interest paid (217 739) (147 125)

Net cash flow from financing 13 (606 380) (516 155)

Exchange gains / (losses) on cash and cash equivalents

Net change in cash and cash equivalents 108 374 107 635

Cash and cash equivalents at the beginning of the period 473 322 365 687

Cash and cash equivalents at the end of the period 17 581 696 473 322

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

EUR

Issued

capital

premium fund

Other

equity

Translation

differences

Total

equity

Equity as at 1 January 2020 8 126 110 27 603 876 (17 883 035) (6 893 717) 10 953 234

Profit (loss) After tax (173 007) (173 007)

Other comprehensive income (1 108 462) (1 108 462)

Equity as at 31 December 2020 8 126 110 27 603 876 (18 056 042) (8 002 179) 9 671 765

Equity as at 1 January 2021 8 126 110 27 603 876 (18 056 042) (8 002 179) 9 671 765

Profit (loss) After tax (3 774 332) (3 774 332)

Other comprehensive income 873 349 873 349

Equity as at 31 December 2021 8 126 110 27 603 876 (21 830 374) (7 128 830) 6 770 782

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTES TO THE

CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 01 SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

The consolidated financial statements of EAM for the year ending 31 De-

cember 2021 were authorised for issuance by the board on 26 April 2022.

EAM is a public limited liability company, incorporated and domiciled

in Norway, with registered office at Bryggetorget 7, NO-0250 Oslo, Norway.

The Company was founded on 5 January 2011 and listed on the Oslo Stock

Exchange under the ticker “EAM” in 2013. EAM Solar ASA is the parent

company of the Group. The primary business activity of EAM is both to

own solar photovoltaic power plants and sell electricity under long-term

fixed price sales contracts, and to pursue legal proceedings in order to

restore company values. EAM was structured to create a steady long-term

dividend yield for its shareholders. Following the P31 Acquisition, the main

value of EAM is dependent on the future outcome of litigation activities.

EAM currently owns 4 photovoltaic power plants through a holding

company and 2 subsidiaries in Italy. The Company has no employees.

. Basis for preparation of the financial statement

The EAM Group’s consolidated financial statements have been prepared

in accordance with the International Financial Reporting Standards (IFRS)

as adopted by the EU and mandatory for financial years beginning on or

after 1 January 2021.

The consolidated financial statements are based on historical cost. In

addition, interest rate swaps used for hedging is measured at fair value.

The consolidated financial statements have been prepared on the

basis of uniform accounting principles for similar transactions and events

under similar circumstances.

The Group’s presentation currency is Euro (EUR) and the parent com-

pany’s functional currency is Norwegian Krone (NOK). The majority of

the Group’s revenue and cost are in Euro, thus the group accounts are

presented in Euro. Balance sheet items in the Group companies with a

functional currency other than EUR are converted to Euro by applying the

currency rate applicable on the balance sheet date. Currency translation

differences are booked against other comprehensive income. Income

statement items are converted by applying the average currency rate

for the period.

The financial statements and figures presented in the directors’ report

are prepared under the assumption of going concern. The reason for pre-

paring the financial statements as going concern is due to the board’s

opinion that the Group has sufficient liquidity for the next twelve months.

The board and manager are placing all their effort into operating the

Company in a prudent manner, pending the legal proceedings that is

expected to ultimately solve the situation for EAM.

. Consolidation principles

The consolidated financial statements comprise the financial statements

of the Group and its subsidiaries at 31 December 2021.

Subsidiaries are fully consolidated from the date of acquisition, being

the date on which the Group obtains control, and continue to be consoli-

dated until the date when such control ceases. The financial statements

of the subsidiaries are prepared for the same reporting period as the

parent company, using consistent accounting policies. All intra-group

balances, transactions, unrealised gains and losses resulting from intra-

group transactions and dividends are eliminated in full.

The acquisition method is applied when accounting for business com-

binations. A change in the ownership interest of a subsidiary, without loss

Contents

Note 01 Summary of significant accounting policies

Note 02 Alternative Performance Measures “APMs”

Note 03 List of subsidiaries

Note 04 Significant accounting judgements,

estimates, assumptions and comparable

figures

Note 05 Other operating expenses

Note 06 Salary and personnel expense and

management remuneration

Note 07 Transactions with related parties

Note 08 Financial income and expenses

Note 09 Segment information

Note 10 Operational costs breakdown 2021

Note 11 Income tax

Note 12 Earnings per share

Note 13 Property, plant and equipment

Note 14 Other contractual obligations

Note 15 Financial risk management

Note 16 Trade receivables

Note 17 Cash and cash equivalents

Note 18 Share capital, shareholder information and

dividend

Note 19 Debt

Note 20 Impairment

Note 21 Intangible assets

Note 22 Events after the balance sheet date

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

of control, is accounted for as an equity transaction. If the Group loses

control over a subsidiary, it:

• Derecognises the assets (including goodwill) and liabilities of the sub-

sidiary

• Derecognises the carrying amount of any non-controlling interest

•

Derecognises the cumulative transaction differences recorded in equity

• Recognises the fair value of any investment retained

• Recognises any surplus or deficit in profit or loss

• Reclassifies the parent’s share of components previously recognised

in other comprehensive income to profit or loss or retained earnings,

as appropriate.

. Use of estimates in the financial statements

Management has used estimates and assumptions that have affected

assets, liabilities, incomes, expenses, deferred tax asset and information

on potential liabilities. Due to the termination of the FIT contracts, the

accounts reflect fully loss of values, but not reduction of debt obliga-

tions, although these obligations are disputed due to the criminal fraud.

Future events may lead to estimates being changed and estimates and

their underlying assumptions are reviewed on a regular basis. Changes in

accounting estimates are recognised during the period when the changes

take place. If the changes also apply to future periods, the effect is ac-

counted for prospectively. See also note 4.

. Foreign currency

The Group’s consolidated financial statements are presented in EUR.

Each entity in the Group determines its own functional currency, and

items included in the financial statements of each entity are measured

using that functional currency.

Transactions in foreign currency

Transactions in foreign currency are translated at the rate applicable on

the transaction date. Monetary items in a foreign currency are translated

into the functional currency using the exchange rate applicable at the

end of the reporting period.

Non-monetary items that are measured in terms of historical cost in

a foreign currency are translated using the exchange rates at the dates

of the initial transactions. Non-monetary items measured at fair value in

a foreign currency are translated using the exchanges at the date when

the fair value is determined. Change in exchange rates are recognised

in the statement of comprehensive income as they occur during the ac-

counting period.

Foreign operations

On consolidation, the assets and liabilities of operations with a functional

currency other than the EUR are translated to EUR at the rate of exchange

prevailing at the reporting date and their statements of comprehensive

income are translated at exchange rates prevailing at the dates of the

transactions.

The average exchange rates are used as an approximation of the trans-

action exchange rate. The exchange differences arising on translation for

consolidation are recognised in other comprehensive income. On disposal

of a foreign operation, the accumulated translation differences relating to

the subsidiary are recognised in the statement of comprehensive income.

Translation differences arising from the translation of a net invest-

ment in foreign operations are specified as translation differences in

the statement of equity.

. Revenue recognition

Revenue is recognized when a customer obtains control of the goods

or services.

Sale of solar power

EAM owns and operates four solar power plants in Italy, which generate

electricity. Revenue from the sale of electricity is recognised in the state-

ment of comprehensive income once delivery has taken place and the

risk and return have been transferred.

All EAM’s electricity sales are made under 20-year sale agreements in

the feed-in-tariff (FIT) scheme, with the Italian renewable energy authority

Gestore Servizi Energetici (GSE) as commercial counterparty.

The fixed price sales contracts (FIT) accounts for approximately 80 per

cent of revenues, with electricity sales at market prices accounting for

approximately 20 per cent.

Market price contracts are renewed yearly.

Interest income

For all financial instruments measured at amortised cost, interest income

or expense is recorded using the effective interest rate (EIR), which is the

rate which exactly discounts the estimated future cash payments or re-

ceipts through the expected life of the financial instrument or a shorter

period, where appropriate, to the net carrying amount of the financial

asset or liability. Interest income is included in finance income in the

statement of comprehensive income.

. Segments

The Group’s activities are uniform, where the business strategy is to oper-

ate solar power plants in different European countries. For management

purposes, the Group is organised into segments related to the individual

solar power plants and when they were purchased. Financial information

relating to segments is presented in note 9.

Internal gains on sales between the various segments are eliminated

in the segment reporting.

. Income tax

Income tax consists of tax payable and changes to deferred tax. Deferred

tax liability/tax asset is calculated on all differences between the carrying

and tax value of assets and liabilities, with the exception of temporary

differences related to investments in subsidiaries where the Group con-

trols when the temporary differences are to be reversed and this is not

expected to take place in the foreseeable future.

Deferred tax assets are recognised when it is probable that the com-

pany will have a sufficient profit for tax purposes in subsequent periods

to utilise the deferred tax asset. The companies recognise previously

unrecognised deferred tax assets to the extent it has become probable

that the company can utilise the deferred tax asset. Similarly, the com-

pany will reduce a deferred tax asset to the extent that the company no

longer regards it as probable that it can utilise the deferred tax asset.

Deferred tax liability and deferred tax asset are measured on the basis

of the expected future tax rates applicable to the companies in the Group

where temporary differences have arisen.

Deferred tax liability and deferred tax asset are recognised at their

nominal value and classified as non-current asset investments (long-term

liabilities) in the balance sheet. Tax payable and deferred tax are recog-

nised directly in equity to the extent that they relate to equity transactions.

. Property, plant and equipment

All property, plant, and equipment (including solar power plants) are val-

ued at their cost less accumulated depreciation and impairment. When

assets are sold or disposed of, the carrying amount is derecognised and

any gain or loss is recognised in the statement of comprehensive income.

The cost of tangible non-current assets is the purchase price, includ-

ing taxes/duties and costs directly linked to preparing the asset for its

intended use. Costs incurred after the asset is in use, such as regular

maintenance costs, are recognised in the statement of comprehensive

income as incurred, while other costs expected to provide future financial

benefits are capitalised.

Depreciation is calculated using the straight-line method over the

following useful lives:

• Movers, modules and cable connectors 20 years

• Land lease rights 25 years

The depreciation period and method are assessed each year. A residual

value is estimated at each year-end, and changes to the estimated re-

sidual value are recognised as a change in an estimate.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

. Leases

The Group has adopted IFRS 16 from 1 January 2019. The standard re-

places IAS 17 ‘Leases’ and for lessees eliminates the classifications of

operating leases and finance leases.

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease.

The right-of-use asset is measured at cost, which comprises the initial

amount of the lease liability, adjusted for, as applicable, any lease pay-

ments made at or before the commencement date net of any lease in-

centives received, any initial direct costs incurred, and, except where

included in the cost of inventories, an estimate of costs expected to be

incurred for dismantling and removing the underlying asset, and restor-

ing the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the

unexpired period of the lease or the estimated useful life of the asset,

whichever is the shorter. Right-of use assets are subject to impairment

or adjusted for any remeasurement of lease liabilities.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The

lease liability is initially recognised at the present value of the lease pay-

ments to be made over the term of the lease, discounted using the inter-

est rate implicit in the lease or, if that rate cannot be readily determined,

the consolidated entity’s incremental borrowing rate. Lease payments

comprise of fixed payments less any lease incentives receivable, variable

lease payments that depend on an index or a rate, amounts expected

to be paid under residual value guarantees, exercise price of a purchase

option when the exercise of the option is reasonably certain to occur,

and any anticipated termination penalties. The variable lease payments

that do not depend on an index or a rate are expensed in the period in

which they are incurred.

Lease liabilities are measured at amortised cost using the effective in-

terest method. The carrying amounts are remeasured if there is a change

in the following: future lease payments arising from a change in an index,

or a rate used; residual guarantee; lease term; certainty of a purchase

option and termination penalties. When a lease liability is remeasured, an

adjustment is made to the corresponding right-of use asset, or to profit or

loss if the carrying amount of the right-of-use asset is fully written down.

. Business combinations and goodwill

Business combinations are accounted for using the acquisition method.

The cost of an acquisition is measured as the aggregate of the consid-

eration transferred, measured at acquisition-date fair value and at the

amount of any non-controlling interest in the acquired company. For

each business combination, the Group elects whether it measures the

non-controlling interest in the acquired company either at fair value or

at the proportionate share of the acquired company’s identifiable net

assets. Acquisition costs incurred are expensed.

When the Group acquires a business, it assesses the financial assets

and liabilities assumed for appropriate classification and designation in

accordance with the contractual terms, economic circumstances and

pertinent conditions at the acquisition date. This includes the separa-

tion of embedded derivatives in host contracts by the acquired company.

If the business combination is achieved in stages, the acquisition date fair

value of the acquirer’s previously held equity interest in the acquired com-

pany is measured to fair value at the acquisition date through profit and loss.

Contingent consideration to be transferred by the acquirer is recog-

nised at the acquisition-date fair value. Subsequent changes in the fair

value of the contingent consideration classified as an asset or liability

is recognised in profit or loss. Contingent consideration classified as

equity is not remeasured and its subsequent settlement is accounted

for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate

of the consideration transferred and the amount recognised for non-

controlling interest over the net identifiable assets acquired and liabilities

assumed. If this consideration is lower than the fair value of the net assets

of the subsidiary acquired, the difference is recognised as profit or loss.

After initial recording, goodwill is measured at cost less any accumu-

lated impairment losses. For the purpose of impairment testing, goodwill

acquired in a business combination is, from the acquisition date, allo-

cated to each of the Group’s cash-generating units which are expected

to benefit from the combination, irrespective of whether other assets or

liabilities of the acquire are assigned to those units.

Where goodwill forms part of a cash-generating unit and part of the

operation within that unit is disposed of, the goodwill associated with the

operation disposed of is included in the carrying amount of the operation

when determining the gain or loss of the operation. Goodwill disposed of

in this circumstance is measured on the basis of the relative value of the

operation disposed of and the portion of the cash-generating unit retained.

Bargain purchase transactions

If the net of the acquisition-date fair values of identifiable assets acquired

and the liabilities assumed exceeds the aggregate of the consideration

transferred (measured at acquisition-date fair value), the excess amount

is recognised as a gain in the statement of comprehensive income on

the acquisition date. Having done so, the company has reviewed the

procedures used to measure all of the following:

• the identifiable assets acquired, and liabilities assumed

• the non-controlling interest in the acquired, if any

• The consideration transferred

. Classification and measurement of

financial assets and liabilities

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently

measured at amortised cost using the effective interest method, less any

allowance for expected credit losses. Trade receivables are generally due

for settlement within 60 days for the feed-in-tariff contracts, and 15 days

for the market price contracts.

The Group has applied the simplified approach to measuring expected

credit losses, which uses a lifetime expected loss allowance. To measure

the expected credit losses, trade receivables have been grouped based

on days overdue.

Other receivables are recognised at amortised cost, less any allowance

for expected credit losses.

Trade and other payables

These amounts represent liabilities for goods and services provided to

the Group prior to the end of the financial year and which are unpaid. Due

to their short-term nature, they are measured at amortised cost and are

not discounted. The amounts are unsecured and are usually paid within

30 days of recognition.

. Cash and cash equivalents

Cash includes cash in hand, at the bank or cash seized by the Prosecu-

tors Office of Milan.

Cash equivalents are short-term liquid investments which can be im-

mediately converted into a known amount of cash and have a maximum

term to maturity of three months.

. Equity

Costs of equity transactions

Transaction costs directly related to an equity transaction are recognised

directly in equity after deducting tax expenses.

. Provisions

A provision is recognised when the Group has an obligation (legal or

constructive) as a result of a previous event, it is probable (more likely

than not) that a financial settlement will take place as a result of this

obligation, and the size of the amount can be measured reliably. If the

effect is considerable, the provision is calculated by discounting esti-

mated future cash flows using a discount rate before tax which reflects

the market’s pricing of the time value of money and, if relevant, risks

specifically linked to the obligation.

Restructuring provisions are recognised when the Group has approved

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

a detailed, formal restructuring plan and the restructuring has either

started or been publicly announced.

Provisions for loss-making contracts are recognised when the Group’s

estimated revenues from a contract are lower than unavoidable costs

that were incurred to meet the obligations pursuant to the contract.

. Contingent liabilities and assets

Contingent liabilities are not recognised in the annual accounts. Signifi-

cant contingent liabilities are disclosed, with the exception of contingent

liabilities that are unlikely to be incurred.

Contingent assets are not recognised in the annual accounts but are dis-

closed if there is a certain probability that a benefit will be added to the Group.

. Current/non-current classification

Assets and liabilities are presented on the basis of current and non-current

classification.

An asset is classified as current when it is expected to be sold or utilised

or sold in the consolidated entity’s normal operating cycle, or within

12 months after the reporting period, all other assets are classified as

non-current.

A liability is classified as current when it is expected to be paid in the

consolidated entity’s normal operating cycle or within 12 months after

the reporting period, all other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

. Derivative financial instruments and hedging activities

Derivatives at fair value not classified as hedging instruments are carried

in the statement of financial position at fair value with net changes in fair

value in profit and loss statement.

The categories include foreign exchange contracts and interest rate

swaps.

. Earnings per share

Earnings per share are calculated by dividing the majority shareholders’

share of the profit/loss for the period by the weighted average number

of ordinary shares outstanding over the course of the period. When cal-

culating diluted earnings per share, the average number of shares out-

standing is adjusted for all share options that have a potential dilutive

effect. Options that have a dilutive effect are treated as shares from the

date they are issued.

. Intangible assets

Intangible assets acquired separately are measured on initial recogni-

tion at cost. Following initial recognition, intangible assets are carried at

cost less any accumulated amortisation and accumulated impairment

losses. The useful lives of intangible assets are assessed as either finite or

indefinite. Intangible assets with finite lives are amortised over the useful

economic life and assessed for impairment whenever there is an indica-

tion that the intangible asset may be impaired. The amortisation period

and the amortisation method for an intangible asset with a finite useful

life are reviewed at least at the end of each reporting period. Changes

in the expected useful life or the expected pattern of consumption of fu-

ture economic benefits embodied in the asset are considered to modify

the amortisation period or method, as appropriate, and are treated as

changes in accounting estimates.

. Events after the reporting period

New information on the Company’s financial position at the end of the

reporting period, which becomes known after the reporting period, is

recorded in the annual accounts. Events after the reporting period which

do not affect the Company’s financial position at the end of the report-

ing period, but which will affect the Company’s financial position in the

future are disclosed if significant. See note 22.

. Application of new IFRS requirements

For the preparation of these consolidated financial statements, no new

standards were adopted from 1 January 2021.

. New standards and interpretations not yet adopted

Accounting Standards that have recently been issued or amended but

are not yet mandatory, have not been early adopted by the Group for the

annual reporting period ended 31 December 2021. The Group has not yet

assessed the impact of these new or amended Accounting Standards

and Interpretations.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 02 ALTERNATIVE PERFORMANCE MEASURES “APMS”

EAM uses financial performance measures not within the applicable financial reporting framework also referred to as Alternative performance meas-

ures or APMs. These are used to give the reader relevant figures for comparison, analysis, and additional information. The Company uses the APMs in

a consistent and transparent manner to make it understandable to users of the financial reports.

In order to provide a basis for analysis the Company presents EBITDA, EBIT, equity ratio and working capital.

Definitions:

EBITDA – Earnings Before Interest, Tax,

Depreciation and Amortisation. Used as a

measure of overall financial performance

and indicator for cash that is available to

pay debt.

EUR 2021 2020

Revenue 1333522 1271084

Total revenue 1333522 1271084

Cost of operations (236682) (212744)

Sales, general and administration expenses (889894) (947426)

Legal costs (2498623) (1769672)

Operating profit before depreciation and amortisation (EBITDA) (2291678) (1658758)

EBIT – Earnings Before Interest and Tax.

Used as an indicator of a company's

profitability.

EUR 2021 2020

Revenue 1333522 1271084

Total revenue 1333522 1271084

Cost of operations (236682) (212744)

Sales, general and administration expenses (889894) (947426)

Legal costs (2498623) (1769672)

Operating profit before depreciation and amortisation (EBITDA) (2291678) (1658758)

Depreciation, amortizations and write downs (562378) (556471)

Operating profit (EBIT) (2854055) (2215228)

Equity ratio – Equity as a percentage

of total assets at the end of the period.

Shows financial position.

EUR 31 Dec 2021 31 Dec 2020

TOTAL ASSETS divided by

TOTAL EQUITY

13658754

/ 6770782

16738726

/ 9671765

Equity ratio 49.6% 57.8%

Working capital – Total current assets

minus total current liabilities. Used as

a a measure of a company’s liquidity,

operational efficiency, and short-term

financial health

EUR 31 Dec 2021 31 Dec 2020

Total current assets 6572814 8976598

-Total current liabilities 2029093 1810244

=Working capital 4543721 7166354

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 03 LIST OF SUBSIDIARIES

The following subsidiaries are included in the consolidated financial statements. Profit and equity below is from the last audited financial statements

of the subsidiaries (2020), presented in ITA GAAP.

Company Country Principal activity Ownership Vote Profit Equity

2020

EAM Solar Italy Holding Srl Italy Holding company 100% 100% (2406326) (2291326)

Ens Solar One Srl Italy Solar power plant 100% 100% (143332) 54648

Energia Fotovoltaica 25 Srl Italy Solar power plant 100% 100% 66692 206697

All subsidiaries based in Italy have registered office at Piazza Cinque Giornate 10, 20129 Milano, Italy.

Brundesini

ENFO 25

EAM Solar ASA Energia Fotovoltaica 25 Srl (IT)EAM Solar Italy Holding Srl (IT) ENS Solar One Srl (IT)

Operational Company

Holding Company Power plant

NOTE 04 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES, ASSUMPTIONS AND COMPARABLE FIGURES

In the process of applying the Group’s accounting policies in accordance

to IFRS, management has made several judgements and estimates. All

estimates are assessed to the most probable outcome based on the

management’s best knowledge. Changes in key assumptions may have

significant effect and may cause material adjustments to the carrying

amounts of assets and liabilities, equity, and the profit for the year. The

Company’s most important accounting estimates are the following items:

Revenue and receivables

The Group has receivables against various parties including the Italian

state and companies involved in the criminal proceedings in Milano. It is

uncertainty regarding the willingness or ability for these parties to pay. To

the extent the Company or its subsidiary is aware of any doubt in the likeli-

hood of collecting such receivable a provision has been made. Significant

judgement is required in estimating the soundness of such receivable.

In the case of ENFO 25 where the Company received a GSE order to

suspend the incentives and relevant payments of feed-in-tariff, the Com-

pany has decided to recognise revenue in full.

The Administrative Court of Lazio (TAR) has decided in a court ruling on

12 July 2021 that the termination decision made by GSE on the FIT contract

for ENFO25 in September 2019 is invalid and consequently cancelled.

GSE has not paid the FIT tariff for the electricity delivered by ENFO 25

since July 2019, and currently owe approximately EUR 643 thousand in

unpaid electricity bills to ENFO 25. The Administrative Court also ordered

GSE to cover the legal costs of EAM Solar ASA.

How and when GSE will restore their contractual obligations is not yet

determined. Due to the unwillingness by GSE to settle the outstanding

amount and resume payment of the Feed-In-Tariff in accordance with

the decision by the administrative court of Lazio (TAR), the Company has

decided to summon GSE to the higher administrative court (Consiglio di

Stato), asking the court to order GSE to immediately resume payment

of the Feed-In-Tarff and the outstanding amount. No hearing date has

yet been set.

The full recognition of revenue is based on the arguments in the ruling

from the Administrative Court of Lazio (TAR).

Tax assets

The Group has recognised deferred tax asset because it is considered

that it is probable that future taxable amounts will be available to utilise

those temporary differences. If such assumption proves to be incorrect

the tax can be lost partly or in its entirety. Total recognised tax asset at

the reporting date is EUR 82862.

NOTE 05 OTHER OPERATING EXPENSES

VAT is not included in the fees specified below.

Specification of auditor’s fee (EUR) 2021 2020

Statutory audit 55298 71274

Other non-assurance services - 6313

Other services from RSM Advokat AS 6887 -

Other services 15726 26151

Other services from RSM Italy - 10259

Other services RSM Luxembourg - 17926

Total fee to auditor's 77911 131922

RSM Advokat AS is a related party to the auditor RSM.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 06 SALARY AND PERSONNEL EXPENSE AND MANAGEMENT REMUNERATION

Board of directors year-end :

• Ragnhild Märta Wiborg (chair)

• Stephan Lange Jervell (non-executive director)

• Pål Hvammen (non-executive director)

The CEO in 2021, Viktor Erik Jakobsen, is hired and remunerated by the

manager (see note 7 for description of transactions with related parties).

Ragnhild Märta Wiborg, has received in 2021 NOK 462500 in remu-

neration for her work as chair. Stephan Lange Jervell has received NOK

282500 in 2021. Pål Hvammen has received NOK 282500 in 2021. At year

end 2021 Ragnhild Märta Wiborg held directly or through companies she

controls 3765 shares in EAM Solar ASA. No shares were held by other

directors or CEO.

Nomination committee year-end :

• Leiv Askvig (chair)

• Nils Erling Ødegaard (member)

• Georg Johan Espe (member)

Leiv Askvig has received in 2021 NOK 25750 in remuneration for his work

as chair of the Nomination Committee. Nils Erling Ødegaard and Georg

Johan Espe each received NOK 15500 in 2021 in remuneration for their

work as members of the Nomination Committee.

No member of the management receives remuneration or financial

benefits from other companies in the Group other than those stated

above. No additional remuneration has been paid for services outside

the normal functions of a director. No loans or guarantees have been

given to any members of the Group management, the board of directors

or other company bodies.

NOTE 07 TRANSACTIONS WITH RELATED PARTIES

Related parties

Energeia AS is the manager of EAM. Energeia AS in Norway and Italy em-

ploys or subcontract all of the personnel conducting the technical and

administrative services for EAM. Energeia AS owns 9.5 per cent of the

shares in EAM.

Sundt AS and Canica AS are shareholders in EAM. They are also share-

holders in Energeia AS, but not involved in the day-to-day operations of

Energeia AS. Sundt AS is represented on the board of directors of Energeia

AS. Certain key personnel managing the day-to-day operations of EAM

are also investors in Energeia AS.

Transactions with related parties

All the transactions have been carried out as part of the ordinary opera-

tions and at arms-length prices.

In 2021 Energeia direct costs of the management of EAM was EUR 1.03

m (2020: EUR 0.9 m). For 2021 the direct cost was EUR 0.23 per kWh based

on full year figures. (Against EUR 0.16 per kWh in 2020).

On 15 August 2019 EAM Solar ASA sold the shares in the subsidiary

EAM Solar Norway Holding AS to Energeia AS. The Board of Directors

decided to conduct this sale in order to protect and secure the financial

integrity of EAM Solar ASA.

The final sales price for the shares consisted of two elements; 1) a

fixed price for the shares, and 2) a profit split if Energeia sold the power

plants with a profit before yearend 2020. On 30 April 2020 Energeia AS

sold the power plants indirectly owned by EAM Solar Norway Holding

AS to a third party.

Since Energeia AS sold the power plants in 2020, EAM Solar ASA is enti-

tled to receive 75 per cent of any net capital gains realized by Energeia AS

above the purchase price from EAM Solar ASA. The provisional capital gain

for EAM Solar ASA is estimated to be NOK 70.9 million at year-end 2021.

The final determination of the total sales price including capital gain

will be established at the end of the warranty period of the sale by En-

ergeia AS in 2022.

On 31 December 2021 the Group had net receivables from related par-

ties (Energeia AS) of EUR 3063 thousand.

Energeia AS ownership

Company/owner Ownership Person Position year-end 2021

Jakobsen Energia AS 26.28% Viktor E Jakobsen Chief Exexcutive Officer of EAM Solar ASA

Sundt AS 26.28% Family office Shareholder of EAM Solar ASA

Naben AS 14.45% Audun W Iversen Shareholder of EAM Solar ASA

Canica AS 6.96% Family office Shareholder of EAM Solar ASA

Chold AS 9.07% Christian Hagemann Acting Chief Operating Officer of EAM Solar ASA

Jemma Invest AS 5.00% Jarl Egil Markussen Acting Chief Administrative Officerof EAM Solar ASA

Others 11.96%

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 08 FINANCIAL INCOME AND EXPENSES

Financial income (EUR) 2021 2020

Interest income 6 216352

Foreign exchange gain 255112 2161345

Gain from sale

- 1680472

Total financial income 255118 4058170

Financial expenses (EUR) 2021 2020

Interest expense (110385) (147125)

Foreign exchange losses (951839) (1666118)

Other financial expenses (28588) (47817)

Total financial expenses (1090812) (1861061)

Net financial income (expenses) (835694) 2197109

Gain from sale 2020 was calculated with the average exchange rate used for 12M

2020.

Gain from sale relates to Varmo and Codroipo being sold by Energeia

before the end of 2020 at a higher value than the sales valuation between

EAM Solar ASA and Energeia in 2019, and an adjustment of previous year’s

gain calculation. EAM Solar ASA has the right to receive 75 per cent of the

value uplift above the original sales valuation. A provision for an additional

estimated gain of NOK 18 million has been recognised at year-end 2020.

The average exchange rate used for 12M 2021 is EUR/NOK 10.1648 (12M

2020 EUR/NOK 10.7207), whereas the exchange rate used on 31 December

2021 is EUR/NOK 9.9888 (31 December 2020: EUR/NOK 10.4703)

NOTE 09 SEGMENT INFORMATION

The Group owns and operates four solar PV power plants in Italy as of

year-end 2021. EAM Solar Italy 1 and EAM Solar Italy 2 was sold during

2019, and only one business segment remains. The business is investing

in and operating power plants that have similar economic characteristics.

During the year ended 31 December 2021 approximately EUR 864

thousand (2020: EUR 1067 thousand) of the Group’s external revenue

was derived from sales to the Italian state, represented by GSE for the

Feed In Tariff contracts. Approximately EUR 469 thousand (2020: EUR 195

thousand) of the Group’s external revenue was derived from sales to an

international commodities trading house for the market price contracts.

NOTE 10 OPERATIONAL COSTS BREAKDOWN 2021

EUR EAM Solar Group ENS1 & ENFO25

Other &

Eliminations

Revenues 1333522 1333522 -

Cost of operations (236682) (178883) (57798)

Land rent - - -

Insurance (109379) (51581) (57798)

Operation & Maintenance (61192) (61192) -

Energeia operating costs - - -

Other operations costs (66110) (66110) -

Sales, General & Administration (889894) (276610) (613285)

Accounting, audit & legal fees (154388) (45767) (108621)

IMU tax (12898) (12898) -

Energeia direct costs (428247) (102987) (325260)

Other administrative costs (294361) (114957) (179403)

Legal costs (2498623) (19746) (2478877)

Legal costs (1897665) (19746) (1877919)

Energeia legal costs (600958) - (600958)

EBITDA (2291678) 858283 (3149960)

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 11 INCOME TAX

The basis for the recognition a deferred tax asset is forecasted results in the operating segments. There are no expiry dates on any of the losses

carried forward. Property tax payable is expensed as an operating expense under SG&A.

Income tax expense (EUR) 2021 2020

Current taxes 31026 12282

Changes in deferred taxes 53557 142606

Correction for previous years tax - -

Total income tax expense 84583 154888

Income tax net income 84583 154888

Income tax other comprehensive income - -

Total income tax expense 84583 154888

Tax payable (EUR) 2021 2020

Tax payable for the year (31026) (12282)

Prepaid tax 31026 12282

Total payable tax - -

Temporary differences Norway

Receivables - -

Intercompany interest (4956160) (4551901)

Total temporary differences (4956160) (4551901)

Tax losses carried forward 1422599 649910

Tax losses carried forward not recognised as an asset (1422599) (649910)

Basis for deferred tax (4956160) (4551901)

Deferred tax (743424) (682785)

Temporary differences Italy

Tangible assets 51623 51623

Intangible assets - -

Leasing 293632 351696

Cash flow hedge - 49195

Total temporary differences 345255 452515

Tax losses carried forward 11235454 10303102

Tax losses carried forward not recognised as an asset (11235454) (10300845)

Basis for deferred tax asset 345255 454772

Deferred tax asset 82863 109147

Tax expense reconciliation (EUR) 2021 2020

Profit before tax (3689749) (18119)

Corporation tax charge thereon at 22% (2019: 22%) (811745) (3986)

Adjusted for the effects of:

Expenses not deductible for tax purposes 107185 151874

Gain from sale, not taxable - (369704)

Change in temporary differences 23597 29639

Change in tax rates - -

Different tax rates in foreign jurisdictions (203543)

Change in tax loss not carried forward 934609 255058

Change in deferred tax - -

Withholding tax on intercompany interest 28666 94686

Adjustments to tax in respect of previous periods - -

Translation differences - -

Other minor items 5814 (2678)

Income tax expense for the year 84583 154888

Effective tax rate (2%) (855%)

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 12 EARNINGS PER SHARE

Basic earnings per share is calculated as the ratio of the profit for the year due to the shareholders of the parent company, divided by the weighted

average number of ordinary shares outstanding. The Company had 6852210 shares outstanding on 31 December 2021. There is no dilutive potential

on the ordinary shares, so the earnings will be the same for both basic and diluted basis.

Earnings per share (EUR) 2021 2020

Profit for holders of ordinary shares (3774332) (173007)

Basis for earnings per share (3774332) (173007)

Earnings per share (EUR) 2021 2020

- Basic (0.55) (0.03)

- Diluted (0.55) (0.03)

Earnings per share in NOK

2021 2020

Continued operation

- Basic (5.60) (0.27)

- Diluted (5.60) (0.27)

Total shares outstanding at period end 6852210 6852210

Weighted average number of ordinary shares oustanding 6852210 6852210

Weighted average number of shares adjusted for dilutive shares 6852210 6852210

Average NOK/EUR exchange rate 10.165 10.721

NOTE 13 PROPERTY, PLANT AND EQUIPMENT

2021 (EUR) Solar power plants

Solar power plants

under lease

Leashold

improvements Total

Carrying value 1 January 2021 1584568 5168528 346840 7099936

Depreciation (113958) (412999) (34722) (561679)

Carrying value 31 December 2021 1470610 4755529 312119 6538257

2020 (EUR) Solar power plants

Solar power plants

under lease

Leashold

improvements Total

Carrying value 1 January 2020 1692619 5581528 381566 7655712

Depreciation (108051) (412999) (34726) (555776)

Carrying value 31 December 2020 1584568 5168528 346840 7099936

Economic life of 20–25 years and straight-line depreciation

Solar power plants under lease include a plot of land, that is not being depreciated since the land has an unlimited useful life, with a carrying amount

of EUR 572 thousand.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

2021 (EUR) Amount

Plant and equipment - at cost 2771466

Less: Accumulated depreciation (1300856)

1470610

Plant and equipment under lease 8041834

Less: Accumulated depreciation (3286305)

4755529

Leasehold improvements - at cost 503869

Less: Accumulated depreciation (191750)

312119

2020 (EUR) Amount

Plant and equipment - at cost 2771466

Less: Accumulated depreciation (1186898)

1584568

Plant and equipment under lease 8041834

Less: Accumulated depreciation (2873306)

5168528

Leasehold improvements - at cost 503869

Less: Accumulated depreciation (157029)

346840

Leasing

Total obligation

Contracts identified as

leases applying IFRS 16

Contracts that were

previously identified as

leases applying IAS 17 Total

ENS Solar One 80915 4099749 4180664

Total obligation 31 December 2021 80915 4099749 4180664

Long term obligation Amount Amount Total

ENS Solar One 76958 3694609 3771567

Total long term obligation 31 December 2021 76958 3694609 3771567

Short term obligation Amount Amount Total

ENS Solar One 3957 405140 409097

Total short term obligation 31 December 2021 3957 405140 409097

The interest rate used for the recognition of contracts identified as leases

applying IFRS 16 and contracts that were previously identified as leases

applying IAS 17 is 4.92 per cent p.a., equal to the interest rate of the under-

lying agreements with the financial institution for obligations measured

as of 31 December 2019. The contracts identified as leases applying IFRS

16 run to 2035. The contracts that were previously identified as leases

applying IAS 17 run to 2030. The lease contracts recognized in applying

IFRS 16 is the land rent and surface rights for ENS One, and the lease con-

tracts that were previously identified as leases applying IAS 17 are leases

of the solar power plants of ENS One. The “Right Of Use” is calculated as

the same value as the lease obligation at the time of initial application.

Undiscounted lease liabilities and maturity of cash outflows

Year (EUR) Amount

2022 697000

2023 697000

2024 697000

2025 697000

2026 697000

After 2026 2827000

Total undiscounted lease liabilities at 31 December 2021 6312000

Summary of the lease liabilities

Contracts identified as

leases applying IFRS 16

Contracts that were

previously identified as

leases applying IAS 17 Total

At initial application 1 January 2021 84872 4484432 4569304

New lease liabilities recognised in the year - - -

Cash payments lease (7756) (608466) (616222)

Interest expense on lease liabilities 3799 223782 227582

Disposal - - -

Total lease liabilities at 31 December 2021 80915 4099749 4180664

The Company has chosen to apply the practical expedient laid out in IFRS 16 where there is no reassessment whether a contract is, or contains, a lease

at the date of initial application. Instead IFRS 16 is applied to all contracts that were previously identified as leasing applying 17. Further, the Company

has chosen to apply the modified retrospective approach in the new standard.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 14 OTHER CONTRACTUAL OBLIGATIONS

The Group has the following contractual obligations not recognized in the

balance sheet relating to operations and maintenance, and insurance

for ENS 1 and ENFO 25 (All amounts are undiscounted).

Year (EUR) Amount

2022 112000

2023 112000

2024 112000

2025 112000

2026 112000

After 2026 566000

Total 1126000

NOTE 15 FINANCIAL RISK MANAGEMENT

Regulatory risk

The largest risk to the Company’s operations and profitability are regula-

tory risk relating to changes in agreements, taxation or operational regu-

lations made by the State of Italy. This risk is difficult to hedge against

apart from securing that operations at all times are incompliance with

the prevailing rules and regulations.

Financial risk

The Group has different financial instruments; a) trade and other re-

ceivables and trade accounts payable, b) project finance (bank loan at

amortised cost), c) leasing.

Credit risk

Under normal circumstances the risk for losses is considered to be low, as

the counterparts will be sovereign states in Western Europe. The Group

has not made any offsets or other derivative agreements to reduce the

credit risk in EAM.

Interest-rate risk

Interest rate risk is the risk that the fair value or future cash flows of a

financial instrument will fluctuate because of changes in market inter-

est rates. The Group’s exposure to the risk of changes in market interest

rates relate primarily to the Group’s debt with floating interest rates.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial

obligations as they fall due. The Groups approach to managing liquidity is

to ensure, as far as possible, that it will always have sufficient liquidity to

meet its liabilities when due, under both normal and stressed conditions,

without incurring unacceptable losses or risking damage to the Groups

reputation. Surplus liquidity is primarily placed on a bank deposit account.

Capital structure and equity

The primary focus of the Group’s capital management is to ensure that

it maintains an acceptable capital ratio in order to support its business

operations and the ongoing legal proceedings.

The financial statement is prepared on the basis of going concern. It

is the board’s opinion that the Group has sufficient liquidity for the next

twelve months.

NOTE 16 TRADE RECEIVABLES

Trade and other receivables (EUR) 2021 2020

Accounts receivables 324 -

Deferred revenue towards GSE 754696 646593

Receivable from sale 3062910 5350917

Other receivables 1632406 1881686

Accounts receivables 5450336 7879195

A substantial amount of the receivable outstanding is the receivable

from the sale of EAM Solar Norway Holding AS, at year end 2021 EUR

3.06 million. The agreement between Energeia and EAM has a clause

regulating onward sales, If Energeia AS sold the power plants in 2020,

EAM Solar ASA is entitled to receive 75 per cent of any net capital gains

realized by Energeia AS above the purchase price from EAM Solar ASA.

The final determination of the total sales price including capital gain will

be established at the end of the warranty period of the sale by Energeia

AS in 2022. The additional profit is at year end estimated to be EUR 1.80

million and is included in the EUR 3.06 million.

The receivable against GSE is mainly receivable for the incentive on

ENFO 25 that has been suspended awaiting the outcome of the legal

proceedings. Please see note 4 for further information.

GSE normally has 60 days payment terms from receiving an invoice. In

2015, GSE introduced a 12-month delayed payment on 10 per cent of the

expected annual revenues, thereby being paid in June the following year.

Other receivables are mainly receivable on VAT for Italian subsidiaries

that does not expire and can be utilised against other taxes or cashed

out in the event the companies cease to exist.

NOTE 17 CASH AND CASH EQUIVALENTS

EUR 2021 2020

Cash Norway 20970 45245

Cash Italy 560726 428077

Seized cash in the period - -

Cash and cash equivalents 581696 473322

Restricted cash 443422 370285

Seized cash Italy 61616 61616

Restricted cash at year end 2021 is mainly related to the debt service re-

serve account of ENS 1. The seized cash of EUR 62 is taken from companies

not included in the criminal proceedings. The Group had no undrawn

credit facilities at 31 December 2021.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 18 SHARE CAPITAL, SHAREHOLDER

INFORMATION AND DIVIDEND

The 20 main shareholders as at 31 December 2021 are:

Shareholder Shares Ownership

SUNDT AS 1054580 15.4%

CANICA AS 886762 12.9%

ENERGEIA AS 650956 9.5%

MP PENSJON PK 276283 4.0%

DNB LIVSFORSIKRING AS 269086 3.9%

PARK LANE FAMILY OFFICE AS 237300 3.5%

IMENES, ANDERS GRAVIR 225929 3.3%

MELLEM NES INVEST AS 156928 2.3%

AKA AS 125000 1.8%

ALDEN AS 108398 1.6%

NORDNET LIVSFORSIKRING AS 89167 1.3%

NORDNET BANK AB 85447 1.2%

SKJÆVELAND, ANDERS JOHNSEN 66422 1.0%

BRUNSBICA AS 62078 0.9%

VIRO AS 61156 0.9%

JESEM AS 60000 0.9%

VERPENTANGEN AS 52950 0.8%

KM FORVALTNING AS 51000 0.7%

HAUSTKOLLHOLMEN AS 50000 0.7%

RO INVEST AS 50000 0.7%

Total of the 20 main shareholders 4619442 67.4%

Share capital 1 Jan 2021 31 Dec 2021

No of shares 6852210 6852210

Nominal value (NOK) 10 10

Share capital 68522100 68522100

All the shares in the Company and shareholders have equal rights, includ-

ing voting rights. Each share carries the right to one vote at the Company’s

general meeting.

Share premium is the difference between nominal value of the Compa-

ny’s shares and the total amount the Company received for shares issued.

Due to the financial situation of the Company the board of directors

propose no dividend payments for 2021.

NOTE 19 DEBT

EUR 2021 2020

Other non current liabilities 343887 393083

Obligations under finance leases 3771567 4180849

Deferred tax 743424 682785

Total non-current liabilities 4858878 5256717

Trade payables 1077444 1027292

Other payables 523354 264688

Social security 7860 7104

Taxes other than income taxes 6677 47260

Accrued liabilities 4661 75445

Trade and other payables 1619996 1421789

Current leasing 409097 388455

Tax payable - -

Related to ordinary operations 2029093 1810244

Total current liabilities 2029093 1810244

Total liabilities 6887971 7066961

Equity contribution agreement and patronage letter

In conjunction with the “P31 acquisition”, EAM Solar Italy Holding Srl

entered into a so-called patronage letter and an equity contribution

agreement with UBI Leasing and UniCredit respectively. These agreements

may under certain circumstances require EAM Solar Italy Holding Srl to

inject additional equity into the debt financed SPVs to cover any shortfall

or breach of the debt repayment obligations of the SPVs.

The FIT contracts of the SPVs have been terminated by GSE due to

fraud against the State of Italy.

In November 2018 EAM Solar ASA was served with a notice that UBI

Leasing had requested the Court of Brescia for an injunction of EUR 6

million on EAM assets. The court of Brescia granted a preliminary non-

enforceable injunction.

EAM challenged the injunction, and the first hearing was scheduled in

May 2019. A summary hearing was held, and the case was postponed until

November 2019. In December 2019 EAM was informed that the judge in

the Civil Court of Brescia dismissed the petition by UBI Leasing to have

a provisionally enforceable injunction against the Company.

A further hearing was held in January 2020. In this hearing the judge

enabled the parties to submit further briefs in the period until mid-April

and the next hearing was set for May 2020. This hearing and filing of briefs

were postponed due to Covid-19.

Briefs were filed in May and June 2020 and a hearing was held in Sep-

tember 2020. An order was issued in November 2020 were the Judge

accepted EAM Solar ASA’s request to examine witnesses. The first wit-

ness hearing in this matter was held 1 June 2021. The court set a second

hearing to resume the examination of witnesses on 10 November 2021,

but this hearing was postponed and held on 31 March 2022.

No provisions are made in the accounts on this matter.

Receivable and payable against Aveleos S.A., its

directors and its two shareholders Enovos

Luxembourg S.A. and Avelar Energy Ltd.

On 20 January 2021, the Criminal Appeal Court of Milan decided to re-

voke the first instance judgement of the Criminal Court of Milan. Conse-

quently, Akhmerov and Giorgi were acquitted by the Court for all points

of indictment related to fraud against the State of Italy and EAM Solar

ASA, including the ruling to hold Aveleos financially liable for the acts

conducted by Akhmerov and Giorgi.

The Appeal Court’s decision was a two-page notice identifying the

decisions without presenting arguments or explanations for the revoca-

tion of the Criminal Court of Milan decision of April 2019. The arguments

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

and evidence base for the decision by the Criminal Appeal Court was

made available to the parties on 20 April 2021, 90 days from the date

of the decision.

Following the reception of the full judgement from the Milan Criminal

Court of Appeal, EAM Solar ASA decided to join with the Prosecutor’s Of-

fice in Milan in appealing to the Italian Supreme Court of Cassation. The

appeal was submitted on 1 June 2021 to the Supreme Court of Cassation.

EAM Solar ASA seeks to reinstate the convictions of Igor Akhmerov and

Marco Giorgi for the crime of fraud against EAM.

The appeal was based on several cases of misinterpretation of facts in

the grounds for judgment by the Milan Criminal Court of Appeal.

The Supreme Court of Italy held a hearing on 6 October 2021 on the

appeal of the acquittal sentence decided by the Milan Criminal Court of

Appeal issued 20 January 2021.

On 7 October 2021, the Company was informed that the Supreme Court

of Italy decided to annul the 20 January 2021 judgment of acquittal by

the Milan Criminal Court of Appeal in the subsidy fraud case against the

State of Italy and contractual fraud against EAM Solar ASA.

Late November 2021 the Supreme Court issued its full decision for the

annulment of the acquittal ruling. The short summary of the reason for

the Supreme Court to annul the Milan Appeal Court acquittal decision in

its entirety is that the Supreme Court found that the Milan Appeal Court

did not fulfil its obligation to conduct a correct and comprehensive review

of the factual evidence in the criminal case, resulting in an erroneous

evaluation of the evidence with the effect that the acquittal decision was

based on obvious inconsistent and illogical arguments.

The Supreme Court is sending the criminal case back to a different

chamber of the Milan Appeal Court for a new proceeding in the criminal

case with the requirement that the new court proceedings must proceed

with a complete review of the evidence, making correct application of

the principles of law and the rules of logic as formulated in the Supreme

Court decision.

On the fraud of EAM, the Supreme Court concludes that the evidenced

withholding of essential information during the contractual negotiations

in itself constitute a contractual fraud.

The Company estimates its claim to be in excess of EUR 300 million. The

claim is a contingent asset that will not be recognised in the balance sheet.

Based on the Share Purchase Agreement and the addendums, the

Company is entitled to a payment from Aveleos due to the overpayment

for ENS4 and the post-closing adjustments including interest. This amount

has been confirmed by EY in a separate audit on the issue which later has

been updated and reconfirmed by RSM.

In addition, the company has recognised a loan of EUR 2.5 million

given by Aveleos in 2014.

EAM Solar Italy Holding Srl was on 10 December 2020 notified that

Aveleos had filed a petition, without EAM’s knowledge, to the Civil Court

in Milano claiming payment of shareholder loans in the amount of EUR

12683721 under the Sale and Purchase Agreement of the P31 transaction.

EAM Solar ASA and its subsidiary is of the opinion that such claim does

not exist and have third party expert opinions supporting this fact. The

fact is that Aveleos SA owes EAM Solar ASA money following the SPA due

to the non-transfer of 10 power plants.

EAM Solar Italy Holding Srl contested the decision in January 2021

and enrolled the case to Court. A hearing was expected to take place in

June 2021 but ended up being scheduled for 7 September 2021. In the

meantime, Aveleos adhered to our objection that an arbitration was al-

ready pending on the same issue, and accordingly decided to drop the

case. This will bring the proceedings to an end.

No provisions are made in the accounts on this matter.

Litigation funding agreement with Therium

The funding being received from Therium is a contribution to lower the

legal costs incurred in pursuing the claim, and legal costs are reduced

with the contribution from Therium, and any subsequent repayment

to Therium is conditional on EAM receiving a claim award. Therefore,

there is no liability to recognise a payment to Therium at this stage in

the financial statements. EAM will recognise a claim award after having

reimbursed Therium of their amount. Unused litigation funding at the

end of the year was EUR 59 thousand. Therium has committed to invest

a maximum amount of up to EUR 2.3 million. The agreement entitles

Therium to receive the invested amount plus a contingency fee of 3X the

committed funds under any incepted tranche of funding as a first priority

payment from any litigation claim awarded to the Company.

NOTE 20 IMPAIRMENT

EAM has not identified indicators for impairment of the power plants as

described in IAS 36 at year end.

NOTE 21 INTANGIBLE ASSETS

2021 Intangible assets

Carrying value 1 January 2021 10501

Additions -

Write downs -

Depreciation (700)

Disposals -

Currency translation effect -

Carrying value 31 December 2021 9801

2020 Intangible assets

Carrying value 1 January 2020 11201

Additions -

Write downs -

Depreciation (700)

Disposals -

Currency translation effect -

Carrying value 31 December 2020 10501

Intangible assets are depreciated linear over the lifetime of the FIT con-

tracts. The FIT contract period is running to 2031.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

NOTE 22 EVENTS AFTER THE BALANCE SHEET DATE

Criminal proceedings in Milan

On 28 January 2022 EAM Solar ASA was informed by the Oslo District

Court administration that the hearing in the private criminal proceed-

ings against Enovos Luxembourg SA in Oslo District Court scheduled for

Monday 31 January and Tuesday 1 February 2022 has been postponed

due to sickness. A new hearing date has been set for 21 April and 22 April

2022. Oslo District Court will, following the hearing, decide if the fraud

charges shall go to main trial proceedings or be rejected.

Administrative Court Italy – ENFO 

Due to the unwillingness by GSE to settle the outstanding amount and

resume payment of the Feed-In-Tariff in accordance with the decision

by the administrative court of Lazio (TAR), the Company has decided to

summon GSE to the higher administrative court (Consiglio di Stato), ask-

ing the court to order GSE to immediately resume payment of the Feed-

In-Tarff and the outstanding amount. No hearing date has yet been set.

The War in Ukraine and sanctions against Russia

The war in Ukraine and the sanctions against Russia has had no direct

impact on the Company’s operations. The war has indirectly together

with the sanctions further increased the power prices for renewable

energy in 2022.

Cap on the price of electricity from

renewable energy sources in Italy

The Italian government has proposed a cap on the price of electricity from

renewable sources known as the “Sostegni-ter Decree”.

On 27 January 2022, Law Decree No. 4, known as the “Sostegni-ter

Decree”, (the “Decree”) was published in the Italian Official Journal and

entered into force on the same date, in order to mitigate, among others,

the impact of the recent energy price increases and to protect consum-

ers. One of the most significant measures introduced by the Decree is the

limitation of the windfall profits of certain renewable power plants that

have been able to benefit from rising energy prices, set out under Article 16.

The decree has not yet been passed into law.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

CONSOLIDATED fINANCIAL STATEMENTS

PARENT COMPANY

STATEMENT OF COMPREHENSIVE INCOME

NOK Note 2021 2020

Revenue 3 19271684 17666134

Total revenue 3 19271684 17666134

Personnel expenses 5, 11 (1237129) (1182656)

Other operating expenses 4, 6, 11 (22893003) (21191829)

Total operating expenses (24130132) (22374485)

Operating profit (4858448) (4708351)

Financial income and financial expense

Interest income from group companies 4097794 4088999

Other interest income 60 2319449

Gain from sale of subsidiaries 6 - 18015837

Other financial income 2593165 23171133

Write down of long term investments and receivables 13 (14852797) (27271968)

Other interest expense (274) (14613)

Other financial expense (9312427) (18196635)

Net financial items (17474479) 2112202

Profit before tax (22332927) (2596149)

Income tax gain/(expense) 7 (286340) (991386)

Profit after tax (22619267) (3587535)

Attributable to

Transferred from share premium (22619267) (2597669)

Transferred from other equity (989866)

Total Transfers 10 (22619267) (3587535)

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

PARENT COMPANY

STATEMENT OF FINANCIAL POSITION

NOK Note 31 Dec 2021 31 Dec 2020

ASSETS

Non-current assets

Financial assets

Investment in subsidiaries 2, 13 1044924 1044924

Intercompany loan 8, 13 72317603 69930577

Other long term receivables 4545100 5680598

Total financial assets 77907627 76656099

Total non-current assets 77907627 76656099

Current assets

Receivables

Short term receivables group companies 13 4382436 2153017

Other current receivables 6 32845513 58280412

Total receivables 8 37227948 60433428

Cash and cash equivalents 9 209467 473727

Total current assets 37437415 60907155

TOTAL ASSETS 115345042 137563254

EQUITY AND LIABILITIES

Equity

Paid in capital

Issued capital 68522100 68522100

Share premium 31590327 54209594

Total paid in capital 100112427 122731694

Other equity - -

Total retained earnings - -

Total equity 10 100112427 122731694

Liabilities

Allowances for liabilities

Deferred tax liabilities 7 7425914 7139574

Total allowances for liabilities 7425914 7139574

Current liabilities

Trade payables 3164523 5392009

Public dues 259742 249485

Other current liabilities 4382436 2050493

Total current liabilities 8 7806701 7691987

Total liabilities 15232615 14831561

TOTAL EQUITY AND LIABILITIES 115345042 137563254

Oslo, 26 April 2022

Stephan L Jervell

Non-executive

director

Pål Hvammen

Non-executive

director

Ragnhild M Wiborg

Chair

Viktor E Jakobsen

CEO

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

PARENT COMPANY

STATEMENT OF CASH FLOW

NOK Note 2021 2020

Cash flow from operations

Profit before income taxes (22332927) (2596149)

Gain/loss from sale of shares in subsidiaries - (18015837)

Impairment of financial assets 13 14852797 27271968

Change in trade creditors 8 (2227485) (3198179)

Change in other provisions 8590371 15533646

Net cash flow from operations (1117245) 18995450

Cash flow from investments

Payment of short term loan/receivables 20322226 7670761

Change in intercompany balances (19469242) (44432828)

Purchase of shares and investments in other companies - 18015837

Net cash flow from investments 852984 (18746230)

Cash flow from financing

Group contribution received - -

Net cash flow from financing - -

Exchange gains /(losses) on cash and cash equivalents

Net change in cash and cash equivalents (264260) 249220

Cash and cash equivalents at the beginning of the period 473727 224507

Cash and cash equivalents at the end of the period 9 209467 473727

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

NOTES TO THE PARENT

COMPANY FINANCIAL

STATEMENTS

NOTE 01 ACCOUNTING PRINCIPLES

The financial statements have been prepared in accordance with the

Norwegian Accounting Act and generally accepted accounting principles

in Norway. EAM Solar ASA is a public limited liability company, incorpo-

rated and domiciled in Norway, with registered office at Bryggetorget 7,

NO-0250 Oslo, Norway. The Company was founded on 5 January 2011

and listed on the Oslo Stock Exchange under the ticker “EAM” in 2013.

EAM Solar ASA is the parent company of the Group. The primary business

activity of EAM is both to own solar photovoltaic power plants and sell

electricity under long-term fixed price sales contracts, and to pursue legal

proceedings in order to restore company values. EAM was structured to

create a steady long-term dividend yield for its shareholders. Following

the P31 Acquisition, the main value of EAM is dependent on the future

outcome of litigation activities.

EAM currently owns 4 photovoltaic power plants through a holding

company and 2 subsidiaries in Italy. The Company has no employees.

Use of estimates

The management has used estimates and assumptions that have affected

assets, liabilities, income, expenses and information on potential liabilities

in accordance with generally accepted accounting principles in Norway.

The impairment analysis of goodwill and tangible and other intangible

assets requires an estimation of the value in use of the asset or the cash-

generating unit to which the assets are allocated. Estimation of the value

in use is primarily based on discounted cash flow models which require

the Company to make an estimate of the expected future cash flows from

the asset or the cash-generating unit and also to choose an appropriate

discount rate in order to calculate the present value of the cash flows.

Foreign currency translation

Transactions in foreign currency are translated at the rate applicable on

the transaction date. Monetary items in foreign currency are translated

into NOK using an exchange rate applicable on the balance sheet date.

Non-monetary items that are measured at their historical price expressed

in a foreign currency are translated into NOK using the exchange rate

applicable on the transaction date. Non-monetary items that are meas-

ured at their fair value expressed in a foreign currency are translated

at the exchange rate applicable on the balance sheet date. Changes to

exchange rates are recognised in the income statement as they occur

during the accounting period.

Revenue recognition

The Company’s revenues consist of management services provided to

the subsidiaries. Management services have been presented as incurred

in the profit and loss statement. Revenue is recognised once delivery has

taken place and most of the risk have been transferred.

Income tax

Tax expense consists of tax payable and changes to deferred tax. Deferred

tax/tax asset are calculated on all differences between the book value

and tax value of assets and liabilities. Deferred tax is calculated as 22 per

cent of temporary differences and tax effect of tax losses carried forward.

Deferred tax asset is recorded in the balance sheet when it is more likely

than not that the tax asset will be utilised.

Taxes payable and deferred taxes are recognised directly in equity to

the extent that they relate to equity transactions.

Contents

Note 01 Accounting principles

Note 02 Group entities

Note 03 Revenue

Note 04 Other operating expenses

Note 05 Salary and personnel expense

Note 06 Transactions with related parties

Note 07 Income taxes

Note 08 Liabilities and receivables

Note 09 Cash and cash equivalents

Note 10 Equity

Note 11 Operational costs breakdown

Note 12 Subsequent events

Note 13 Subsidiaries and intercompany balances

Note 14 Provisions

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

Balance sheet classification

Current assets and liabilities consist of receivables and payables falling

due within one year. Other balance sheet items are classified as non-

current assets.

Current assets are valued at the lower of cost and fair value. Current

liabilities are recognised at nominal value.

Non-current assets consist of investments in subsidiaries, intercom-

pany loans and intangible assets and fall due after one year or more.

Non-current assets are valued at the lower of cost and fair value.

Subsidiaries

Investments in subsidiaries are measured at cost in the company accounts,

less any impairment. In accordance with generally accepted accounting

principles, an impairment charge is recognised if impairment is not con-

sidered temporary. Impairment charges are reversed if the reason for the

impairment disappears in a later period.

Dividends and other contributions from subsidiaries are recognised

in the same year as they are recognised in the financial statement of the

provider. If dividends exceed withheld profits after the acquisition date,

the excess amount represents repayment of invested capital and the

distribution will be deducted from the recorded value of the acquisition

in the balance sheet.

Trade receivables and other receivables

Trade receivables and other receivables are recorded in the balance

sheet at nominal value less provisions for doubtful accounts. Provision

for doubtful accounts is based on an individual assessment of different

receivables. For the remaining receivables, a general provision is esti-

mated on the basis of expected loss.

Cash and cash equivalents

Cash includes cash in hand and bank deposits. Cash equivalents are

short-term liquid investments that can be converted to a known amount

of cash within three months.

Cash flow statement

The cash flow statement is presented using the indirect method.

Provisions

Where, at the reporting date, the Company has a present obligation (legal

or constructive) as a result of a past event and it is probable that the

Company will settle the obligation, a provision is made in the statement

of financial position. Provisions are made using best estimates of the

amount required to settle the obligation and are discounted to present

values using a pre-tax rate that reflects current market assessments of

the time value of money and the risks specific to the obligation. Changes

in estimates are reflected in profit or loss in the period they arise.

NOTE 02 GROUP ENTITIES

See note 3 in the consolidated accounts and note 13.

NOTE 03 REVENUE

By business area (NOK) 2021 2020

Management services to subsidiaries 19271684 17666134

Net revenue 19271684 17666134

Geographical distribution 2021 2020

Norway - -

Italy 19271684 17666134

Net revenue (19271684) (17666134)

NOTE 04 OTHER OPERATING EXPENSES

Specification auditor’s fee (NOK) 2021 2020

Statutory audit 395908 501450

Tax consultant services 55925 -

Other assurance services 58981 67683

Other serivces 33247 390332

Other services from RSM Advokat AS 70000 -

Other services RSM Luxembourg - 192179

Total 614061 1151644

VAT is not included in the fees specified above.

RSM Advokat AS is a related party to the auditor RSM.

NOTE 05 SALARY AND PERSONNEL EXPENSE

The Company does not have any employees and is not required to have

any pension plan.

Board of Directors year-end :

• Ragnhild Märta Wiborg (chair)

• Pål Hvammen (non-executive director)

• Stephan Lange Jervell (non-executive director)

The CEO in 2021, Viktor Erik Jakobsen, is hired and remunerated by the

manager (see note 6 for description of transactions with related parties).

There are no agreements for severance pay, bonus, profit sharing or

similar arrangements to neither CEO nor Board of Directors.

Ragnhild Märta Wiborg, has received in 2021 NOK 462500 in remu-

neration for her work as Chair. Stephan Lange Jervell has received NOK

282500 in 2021 which was invoiced directly to Wiersholm. Pål Hvammen

received NOK 282500 in 2021. At year end 2021 Ragnhild Märta Wiborg

held directly or through companies she controls 3765 shares in EAM Solar

ASA. No shares were held by other directors or CEO.

Nomination committee year-end :

• Leiv Askvig (chair)

• Nils Erling Ødegaard (member)

• Georg Johan Espe (member)

Leiv Askvig has received in 2021 NOK 25750 in remuneration for his work

as chair of the Nomination Committee. Nils Erling Ødegaard and Georg

Johan Espe each received NOK 15500 in 2021 in remuneration for their

work as members of the Nomination Committee.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

NOTE 06 TRANSACTIONS WITH RELATED PARTIES

Related parties

Energeia AS is the manager of EAM. Energeia AS in Norway and Italy em-

ploys most of the personnel conducting the technical and administrative

services for EAM.

Sundt AS and Canica AS are among the 2 largest shareholders in EAM.

They are also shareholders in Energeia, but not involved in the day-today

operations of Energeia AS.

Transactions with related parties

All the transactions have been carried out as part of the ordinary opera-

tions and at arms-length prices.

On 15 August 2019 EAM Solar ASA sold the shares in the subsidiary

EAM Solar Norway Holding AS to Energeia AS. The Board of Directors

decided to conduct this sale in order to protect and secure the financial

integrity of EAM Solar ASA.

The final sales price for the shares consisted of two elements; 1) a fixed

price for the shares, and 2) a profit split if Energeia sold the power plants with

a profit before year-end 2020. On 30 April 2020 Energeia AS sold the power

plants indirectly owned by EAM Solar Norway Holding AS to a third party.

Since Energeia AS sold the power plants in 2020, EAM Solar ASA is enti-

tled to receive 75 per cent of any net capital gains realized by Energeia AS

above the purchase price from EAM Solar ASA. The provisional capital gain

for EAM Solar ASA is estimated to be NOK 70.9 million at year-end 2021.

The final determination of the total sales price including capital gain

will be established at the end of the warranty period of the sale by En-

ergeia AS in 2022.

In 2021 Energeia direct costs of the management of the parent Com-

pany was NOK 8.6 million. (2020: NOK 8.6 million). Approximately NOK 6.1

million of the direct costs charged in 2021 was related to extraordinary

costs incurred due to the legal processes in conjunction with the P31 fraud.

Energeia AS ownership

Company/owner Ownership Person Position year-end 2021

Jakobsen Energia AS 26.28% Viktor E Jakobsen Chief Exexcutive Officer of EAM Solar ASA

Sundt AS 26.28% Family office Shareholder of EAM Solar ASA

Naben AS 14.45% Audun W Iversen Shareholder of EAM Solar ASA

Canica AS 6.96% Family office Shareholder of EAM Solar ASA

Chold AS 9.07% Christian Hagemann Acting Chief Operating Officer of EAM Solar ASA

Jemma Invest AS 5.00% Jarl Egil Markussen Acting Chief Administrative Officerof EAM Solar ASA

Others 11.96%

NOTE 07 INCOME TAXES

This year’s income tax expense only refers to change in deferred tax. The

change in deferred tax is in its entirety related to withholding tax in Italy,

with an unchanged tax rate of 15 per cent.

Income tax expence (NOK) 2021 2020

Tax payable - -

Changes in deferred tax 286340 991386

Change as a result of sale of subsidiaries - -

Income tax expence 286340 991386

Tax base calculation 2021 2020

Profit before income tax (22332927) (2596149)

Permanent differences 14852797 9261722

Tax base (7480130) 6665573

Temporary difference 2021 2020

Intercompany interest (49506093) (47597160)

Tax losses carried forward (14210056) (6729926)

Total temporary difference (63716149) (54327086)

Tax losses carried forward not recognised

as an asset 14210056 6729926

Total (49506093) (47597160)

Deferred tax 7425914 7139574

NOTE 08 LIABILITIES AND RECEIVABLES

Receivables (NOK) 2021 2020

Short term receivables group companies 4382436 2153017

Other current receivables 32845513 58280412

Total receivables 37227948 60433428

Liabilities (NOK) 2021 2020

Trade payables 3164523 5392009

Tax payables - -

Social security 78510 74385

Advance tax withholdings 181232 175100

Other current liabilities group companies - -

Other current liabilities 4382436 2050493

Total liabilities 7806701 7691987

Receivables (NOK) falling due after one year

2021 2020

Intercompany loan 72317603 69930577

Total receivables falling due after one year 72317603 69930577

Intercompany transactions

A mark-up on 5 per cent is calculated on intercompany transactions on

management services from EAM Solar ASA to its subsidiaries.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

NOTE 09 CASH AND CASH EQUIVALENTS

NOK 2021 2020

Cash 26809 297237

Restricted cash 182658 176490

Cash and cash equivalents 209467 473727

The Company had no credit facilities at 31 December 2021.

NOTE 10 EQUITY

The 20 main shareholders as at 31 December 2021 are:

Shareholder Shares Ownership

SUNDT AS 1054580 15.4%

CANICA AS 886762 12.9%

ENERGEIA AS 650956 9.5%

MP PENSJON PK 276283 4.0%

DNB LIVSFORSIKRING AS 269086 3.9%

PARK LANE FAMILY OFFICE AS 237300 3.5%

IMENES, ANDERS GRAVIR 225929 3.3%

MELLEM NES INVEST AS 156928 2.3%

AKA AS 125000 1.8%

ALDEN AS 108398 1.6%

NORDNET LIVSFORSIKRING AS 89167 1.3%

NORDNET BANK AB 85447 1.2%

SKJÆVELAND, ANDERS JOHNSEN 66422 1.0%

BRUNSBICA AS 62078 0.9%

VIRO AS 61156 0.9%

JESEM AS 60000 0.9%

VERPENTANGEN AS 52950 0.8%

KM FORVALTNING AS 51000 0.7%

HAUSTKOLLHOLMEN AS 50000 0.7%

RO INVEST AS 50000 0.7%

Total of the 20 main shareholders 4619442 67.4%

Share capital 2021

No of

Nominal

value

capital

Ordinary shares outstanding 6852210 10 68522100

NOK

capital

premium

Other

equity

Total

equity

Equity as at

1 Jan 2021 68522100 54209594 - 122731694

Profit (loss)

after tax (22619267) - (22619267)

Equity as at

31 Dec 2021 68522100 31590327 - 100112427

NOTE 11 OPERATIONAL COSTS BREAKDOWN

NOK 2021 2020

Revenues 19271684 17666134

Cost of operations (587509) (398654)

Insurance (587509) (398654)

Sales, General & Administration (6232342) (7648192)

Personnel expenses (1237129) (1182656)

Accounting, audit & legal fees (614062) (959465)

Financial & tax fees (488013) (513787)

Energeia direct costs (2459378) (3761031)

Other administrative expenses (1433760) (1231253)

Legal costs (17310280) (14327639)

Litigation costs (11201659) (9494357)

Energeia legal costs (6108621) (4833282)

EBITDA (4858448) (4708351)

NOTE 12 SUBSEQUENT EVENTS

Criminal proceedings in Oslo

On 28 January 2022 EAM Solar ASA was informed by the Oslo District

Court administration that the hearing in the private criminal proceed-

ings against Enovos Luxembourg SA in Oslo District Court scheduled for

Monday 31 January and Tuesday 1 February 2022 has been postponed

due to sickness. A new hearing date has been set for 21 April and 22 April

2022. Oslo District Court will, following the hearing, decide if the fraud

charges shall go to main trial proceedings or be rejected.

Administrative Court Italy – ENFO 

Due to the unwillingness by GSE to settle the outstanding amount and

resume payment of the Feed-In-Tariff in accordance with the decision

by the administrative court of Lazio (TAR), the Company has decided to

summon GSE to the higher administrative court (Consiglio di Stato), ask-

ing the court to order GSE to immediately resume payment of the Feed-

In-Tarff and the outstanding amount. No hearing date has yet been set.

The War in Ukraine and sanctions against Russia

The war in Ukraine and the sanctions against Russia has had no direct

impact on the Company’s operations. The war has indirectly together

with the sanctions further increased the power prices for renewable

energy in 2022.

Cap on the price of electricity from

renewable energy sources in Italy

The Italian government has proposed a cap on the price of electricity from

renewable sources known as the “Sostegni-ter Decree”.

On 27 January 2022, Law Decree No. 4, known as the “Sostegni-ter

Decree”, (the “Decree”) was published in the Italian Official Journal and

entered into force on the same date, in order to mitigate, among others,

the impact of the recent energy price increases and to protect consum-

ers. One of the most significant measures introduced by the Decree is the

limitation of the windfall profits of certain renewable power plants that

have been able to benefit from rising energy prices, set out under Article 16.

The decree has not yet been passed into law.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

NOTE 13 SUBSIDIARIES AND INTERCOMPANY BALANCES

Subsidiaries Office Ownership /Vote Book value

Write-down

during the period

EAM Solar Italy Holding Srl Milan 100% 1044924 -

Total 1044924 -

Investments in subsidiaries are measured at cost in the company accounts, less any impairment. In accordance with generally accepted accounting

principles, an impairment charge is recognised if impairment is not considered temporary. Impairment charges are reversed if the reason for impairment

dissappears in a later period.

Intercompany:

Receivables 2021 2020

Accounts receivables 4382436 2153017

Long term receivables 140659693 147773814

Accumulated write-downs of long term receivables (68342090) (77843237)

Total receivables 76700039 72083593

Write-down during the period (14852797) (27271968)

Liabilities 2021 2020

Other current liabilities - -

Long term liabilities - -

Total liabilities - -

Assumptions for impairment write-down:

The Company has identified indicators for impairment at year end. Based on this, the Company has conducted an impairment test to see if there is a need

to write-down the investment and receivables in subsidiaries. The assumptions in the impairment test are made with scenarios that the management

finds explanatory and relevant at the reporting date. The underlying cash flow from the power plants are the basis for the investment and for servicing

the loans. The amount of impairment loss recognised for financial assets is the difference between the asset’s carrying amount and the present value

of estimated future cash flows, discounted at the weighted average cost of capital of 4.84 per cent.

NOTE 14 PROVISIONS

The Company has not made any provisions for the legal proceedings

described below, since the Company considers it more than 50 per cent

likely that the proceedings will not lead to any unfavourable ruling.

In conjunction with the “P31 acquisition”, EAM Solar Italy Holding

Srl entered into a so-called patronage letter and an equity contribution

agreement with UBI Leasing and UniCredit respectively. These agreements

may under certain circumstances require EAM Solar Italy Holding Srl to

inject additional equity into the debt financed SPVs to cover any shortfall

or breach of the debt repayment obligations of the SPVs.

The FIT contracts of the SPVs have been terminated by GSE due to

fraud against the State of Italy.

In November 2018 EAM Solar ASA was served with a notice that UBI

Leasing had requested the Court of Brescia for an injunction of EUR 6

million on EAM assets. The court of Brescia granted a preliminary non-

enforceable injunction.

EAM challenged the injunction, and the first hearing was scheduled in

May 2019. A summary hearing was held, and the case was postponed until

November 2019. In December 2019 EAM was informed that the judge in

the Civil Court of Brescia dismissed the petition by UBI Leasing to have

a provisionally enforceable injunction against the Company.

A further hearing was held in January 2020. In this hearing the judge

enabled the parties to submit further briefs in the period until mid-April

and the next hearing was set for May 2020. This hearing and filing of briefs

were postponed due to Covid-19.

Briefs were filed in May and June 2020 and a hearing was held in Sep-

tember 2020. An order was issued in November 2020 were the Judge

accepted EAM Solar ASA’s request to examine witnesses. The first wit-

ness hearing in this matter was held 1 June 2021. The court set a second

hearing to resume the examination of witnesses on 10 November 2021,

but this hearing was postponed and held on 31 March 2022.

No provisions are made in the accounts on this matter.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PARENT COMPANY fINANCIAL STATEMENTS

POWER PRODUCTION

Reported

production (MWh) 2012 2013 2014 2015 YTD'16 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3' 19 Q4' 19 Q1'20 Q2'20 Q3' 20 Q4' 20 Q1'21 Q2'21 Q3' 21 Q4' 21

EAM Solar Italy 1 Srl

2571 2315 2219 2488 376 374 801 710 334 460 841 832 355 376 745 871 376 500 868 848 370 368 880 888 357 570 738 321

EAM Solar Italy 2 Srl

5237 4806 4565 4138 742 754 1616 1502 693 933 1275 1195 735 742 1449 1770 760 995 1803 1733 791 769 1807 1834 751 1195 1508 661

EAM Solar Italy 3 Srl

326 2160 2482 431 404 881 603 271 438 858 816 370 431 507 - - - - - - - - - - - - -

Ens Solar One Srl 1882 4305 749 1115 767 797 1377 1349 781 749 1234 1242 754 860 1249 1177 674 695 1137 1218 652 862 1156 1228 706 944 1184 1239 677 789 1086 951 524

Energia Fotovaltaica 25 611 1395 268 357 254 251 443 417 284 268 428 442 266 266 434 431 275 239 375 416 221 296 395 434 242 324 416 425 221 247 350 268 187

MWh 7808 7447 11436 14808 2566 1533 3298 4287 2318 2879 4794 4610 2526 2566 4363 4325 2157 2621 4354 4189 2110 2071 4200 4357 1981 2922 3797 2645 947 1269 1600 1664 899 1036 1436 1219 711

Actual production 2012 2013 2014 2015 YTD'16 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3' 19 Q4' 19 Q1'20 Q2'20 Q3' 20 Q4' 20 Q1'21 Q2'21 Q3' 21 Q4' 21

Varmo

2571 2315 2219 2488 376 374 801 710 334 460 841 832 355 376 745 871 376 500 868 848 370 368 880 888 357 570 738 321 -

Codroipo

5237 4806 4565 4138 742 754 1616 1502 693 933 1275 1195 735 742 1449 1770 760 995 1803 1733 791 769 1807 1834 751 1195 1508 661 -

Momo

1219 990 1234 226 198 451 214 127 213 425 410 186 226 258

Caltignaga

1160 1170 1248 205 207 430 389 144 225 433 406 184 205 249

Lorusso 1407 1378 1420 234 274 421 444 238 250 470 443 258 234 380 396 225 282 390 375 201 247 421 448 229 304 413 441 245 351 441 468 238 288 400 382 224

Brundesini 1393 1427 1461 255 286 419 455 267 277 472 456 256 255 416 403 261 291 434 412 209 234 400 438 243 313 427 446 268 327 407 425 232 268 343 251 124

Scardino 1352 1424 1424 259 286 426 451 261 270 436 450 268 259 437 443 268 286 425 390 265 214 317 332 181 245 315 342 192 266 336 346 207 233 342 318 175

Enfo 25 1339 1367 1395 268 267 413 432 254 251 443 417 284 268 428 442 266 266 434 431 275 239 375 416 221 296 395 434 242 324 416 425 221 247 350 268 187

MWh 7808 14992 14537 14808 2566 2646 4977 4597 2318 2879 4794 4610 2526 2566 4363 4325 2157 2621 4354 4189 2110 2071 4200 4357 1981 2922 3797 2645 947 1269 1600 1664 899 1036 1436 1219 711

Power plants affected by criminal proceedings and permanently shut down as of 18 June 2016

Selvaggi

1347 1384 1303 261 277 420 438 249 174 444 417 269 261 325

Di Mauro

1322 1382 1417 255 274 413 440 254 260 464 423 270 255 354

Ninivaggi

1312 1384 1400 256 274 423 434 253 243 444 440 273 256 358

Lomurno

1356 1348 1382 259 270 410 426 242 250 453 421 258 259 341

Giordano D.

1330 1387 1412 242 280 419 441 247 239 472 436 265 242 350

Gagnazzi

1374 1364 1416 244 276 412 430 246 259 459 430 267 244 177

Gentile

1258 1334 1361 265 260 411 423 240 254 438 400 269 265 354

Lorusso

1278 1300 1264 241 267 403 401 229 198 434 427 204 241 331

Cirasole

1367 1461 1217 253 292 441 462 267 271 369 320 258 253 323

Scaltrito

1335 1373 1411 267 278 405 435 256 262 449 436 263 267 338

Pasculli

1395 1398 1375 244 283 412 448 255 252 459 415 249 244 305

Pisicoli N.

1469 1396 1427 266 275 424 449 248 257 467 437 266 266 363

Pisicoli T.

1327 1369 1318 143 272 414 439 244 248 446 433 191 143 310

Marulli

934 1022 1045 203 197 312 330 183 194 348 326 177 203 268

Antonacci

1310 1418 1419 124 285 430 454 249 269 471 410 269 124 273

Piangevino

1183 1358 1380 142 273 415 425 246 255 457 443 225 142 291

Enfo 14

1313 1377 1417 243 280 415 417 265 262 456 430 269 243 228

MWh - 22207 23055 22964 3908 4613 6978 7290 4174 4147 7531 7045 4241 3908 5289 - - - - - -

Total produced MWh 7808 37199 37593 37772 6474 7258 11955 11886 6493 7026 12325 11655 6766 6474 9652 4325 2157 2621 4354 4189 2110 2071 4200 4357 1981 2922 3797 2645 947 1269 1600 1664 899 1036 1436 1219 711

Sold with financial takeover 1 June 2016.

Derecognised with effect from 28 September 2016.

Sold with financial takeover 1 August 2019.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

POwER PRODUCTION

POWER PLANT CAPACITY

Power plant Capacity

Annual

production Location Power plant Ownership

kW MWh Province design company

Lorusso 984 1403 Puglia Fixed tilt Ens Solar One Srl

Brundesini 994 1477 Puglia Fixed tilt Ens Solar One Srl

Scardino 993 1483 Puglia Fixed tilt Ens Solar One Srl

Enfo 25 983 1430 Puglia Fixed tilt Energia Fotovaltaica 25 Srl

MWh 3954 5792

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

PLANT CAPACITY

RESPONSIBILITY STATEMENT

From the board of directors and the CEO

We confirm, to our best knowledge that the financial statements for the period 1 January to 31 December 2021 have been prepared in

accordance with current applicable accounting standards, and give a true and fair view of the assets, financial position and profit or

loss of the entity and the Group taken as a whole. We also confirm that the board of directors’ Report includes a true and fair view of the

development and performance of the business and the position of the entity and the Group, together with a description of the principal

risks and uncertainties.

Oslo, 26 April 2022

Stephan L Jervell

Non-executive

director

Pål Hvammen

Non-executive

director

Ragnhild M Wiborg

Chair

Viktor E Jakobsen

CEO

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

RESPONSIBILITY STATEMENT

AUDITOR’S REPORT

To the General Meeting of EAM Solar ASA

Independent Auditor’s Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of EAM Solar ASA, showing a loss of NOK 22 619 267 in the financial

statements of the parent company and a loss of EUR 3 774 332 in the financial statements of the group. The

financial statements comprise:

• The financial statements of the parent company EAM Solar ASA (the Company), which comprise the

balance sheet as at 31 December 2021, the income statement and cash flow statement for the year

then ended, and notes to the financial statements, including a summary of significant accounting

policies, and

• The consolidated financial statements of EAM Solar ASA and its subsidiaries (the Group), which

comprise the balance sheet as at 31 December 2021, the income statement, statement of changes in

equity and statement of cash flows for the year then ended, and notes to the financial statements,

including a summary of significant accounting policies.

In our opinion:

• the financial statements comply with applicable statutory requirements,

• the financial statements give a true and fair view of the financial position of the Company as at

31 December 2021, and its financial performance and its cash flows for the year then ended in

accordance with the Norwegian Accounting Act and accounting standards and practices generally

accepted in Norway, and

• the 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 its cash flows for the year then ended in

accordance with International Financial Reporting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial

Statements section of our report. We are independent of the Company and the Group as required by laws and

regulations 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 5 years from the election by the general meeting of the

shareholders on 10 October 2016 for the accounting year 2016 with a renewed election on 18 May 2021.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

AUDITOR’S REPORT

Independent Auditor's Report 2021 for EAM Solar ASA

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of

the financial statements of the current period. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion

on these matters.

Ongoing lawsuits

In conjunction with the ongoing criminal proceedings regarding the company’s purchase of 31 solar power

plants in 2014, the company has received both counterclaims, claims of injunctions for breach of contract and

termination notice of the Feed-in-Tariff contract from GSE on one of the remaining power plants. The

termination notice from GSE was disputed in court, and the case is still ongoing. Management’s assessment of

the possible impact on the financial statement is based on an evaluation of the possibility of a negative

conclusion on these matters, both in regard to the possible effect on future cashflows, the value of recivables

and in regard to contingent liabilities.

The assessments are complex and involve significant use of management judgment, and due to the possible

significant impact on the consolidated financial statements, the control assessments are considered a key audit

matter.

We have evaluated management’s assessment, as well as the statements from the attorneys representing the

company in the lawsuits. We have compared the assessments with the requirements in IAS 37.

We evaluated the information provided in notes and that the description in note 19 and 22, and the Board of

Directors’ report, is consistent with the assessments performed by management.

Other Information

The Board of Directors and the Managing Director (management) are responsible for the information in the

Board of Directors’ report and the other information accompanying the financial statements. The other

information comprises information in the annual report, but does not include the financial statements and our

auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of

Directors’ report nor the other information accompanying the financial statements.

In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’

report and the other information accompanying the financial statements. The purpose is to consider if there is

material inconsistency between the Board of Directors’ report and the other information accompanying the

financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board

of Directors’ report and the other information accompanying the financial statements otherwise appears to be

materially misstated. We are required to report if there is a material misstatement in the Board of Directors’

report or the other information accompanying the financial statements. We have nothing to report in this regard.

Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report

• is consistent with the financial statements and

• contains the information required by applicable legal requirements.

Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate

Governance and Corporate Social Responsibility.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

AUDITOR’S REPORT

Independent Auditor's Report 2021 for EAM Solar ASA

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in

accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in

Norway, and for the preparation and true and fair view 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.

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. The financial

statements of the Company use the going concern basis of accounting insofar as it is not likely that the

enterprise will cease operations. The consolidated financial statements of the Group use the going concern

basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no

realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financial statements, whether due to fraud

or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion. The 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 or 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 and the Group's ability to continue as a

going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

auditor’s report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the

date of our auditor’s report. However, future events or conditions may cause the Company and the

Group to cease to continue as a going concern.

• evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a

manner that achieves a true and fair view.

• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business

activities within the Group to express an opinion on the consolidated financial statements. We are

responsible for the direction, supervision and performance of the group audit. We remain solely

responsible for our audit opinion.

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

AUDITOR’S REPORT

Independent Auditor's Report 2021 for EAM Solar ASA

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we identify

during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably

be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were of most

significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in

our report because the adverse consequences of doing so would reasonably be expected to outweigh the public

interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Report on compliance with Regulation on European Single Electronic Format (ESEF)

Opinion

We have performed an assurance engagement to obtain reasonable assurance that the financial statements

with file name EAM-SOLAR-ASA-2021-12-31-en.zip have been prepared in accordance with Section 5-5 of the

Norwegian Securities Trading Act (Verdipapirhandelloven) and the accompanying Regulation on European

Single Electronic Format (ESEF).

In our opinion, the financial statements have been prepared, in all material respects, in accordance with the

requirements of ESEF.

Management’s Responsibilities

Management is responsible for preparing, tagging and publishing the financial statements in the single

electronic reporting format required in ESEF. This responsibility comprises an adequate process and the

internal control procedures which management determines is necessary for the preparation, tagging and

publication of the financial statements.

Auditor’s Responsibilities

For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF

reporting, see: https://revisorforeningen.no/revisjonsberetninger

Oslo, 26 April 2022

RSM Norge AS

Lars Løyning

State Authorised Public Accountant

EAM Solar ASA annual report 2021

FINANCIAL STATEMENTS

AUDITOR’S REPORT

ESEF DATA

Name of reporting entity or other means of identification EAM Solar ASA

Domicile of entity Norway

Legal form of entity ASA

Country of incorporation Norway

Address of entity's registered office Bryggetorget 7, 0250 Oslo

Principal place of business Norway

Description of nature of entity's operations and principal

activities

The Company was established with the purpose of owning Solar PV power plants

under long-term electricity sales contracts and distributing dividends on a regular

basis to its shareholders.

EAM Solar ASA annual report 2021

Design: Teigens Design

EAM SOLAR ASA

Bryggetorget 7

NO-0250 Oslo

NORWAY

Phone: +47 916 110 09

E-mail: viktor@eam.no

Web: www.eam.no