Business

The Company’s objective, as set out in § 3 of the Company’s articles of association (the “Articles of Association”), is “to offer products and services to the energy; offshore and oil services industry, and sectors directly or indirectly related to these, in addition to investments in and acquisitions of businesses, securities, financial instruments and other assets, and participating in other businesses, directly or indirectly linked to these”. The Board of Directors is of the opinion that the business objectives laid down in the Articles of Association provide predictability and direction for the Company’s business strategy and the activities that it may conduct, acquire or initiate. The Articles of Association is available at the Company’s website.

Equity and Dividend

The Company seeks to maintain a healthy financial structure which is adjusted to its business and market fluctuations, as well as the duration of its contract portfolio. The Board of Directors continually reviews its capital situation in light of the Company’s targets, strategies and risk profile.

The Company also aims at providing its shareholders with a competitive return on investment over time, and targets that the underlying values shall be reflected in the Company’s share price. The Company shall aim at paying dividends to its shareholders on a regular basis to the extent prudent in the circumstances.

Equal Treatment of Shareholders and Transactions with Close Associates

The Company has one class of shares only and each share entitles the holder to one vote at the Company’s General Meetings. Transactions with close associates shall be on arm’s-length basis and always in compliance with the Norwegian Public Limited Liability Companies Act.

Pursuant to the Company’s Rules of Procedure for the Board of Directors, in the event of transactions which are not insignificant between the Company and its shareholders, Directors or Senior Management, the Board of Directors shall obtain a valuation from an independent third party. Directors, the CEO and members of the Senior Management shall notify the Board of Directors if they have a significant interest in an agreement entered into by the Company.

Free Negotiable Shares

The Company’s shares are listed on Oslo Børs and are freely negotiable.

General Meetings

The General Meeting is the Company’s supreme corporate body. The Articles of Association and the Norwegian Public Limited Liability Companies Act set out the authority and mandate of the General Meeting. Among other things, the General Meeting approves the Company’s annual financial statements, resolves any distribution of profits, within the limits of any proposal of the Board of Directors, elects the Directors and the auditor, and also functions as a forum for presentation and discussion of other issues of general interest to shareholders. All shareholders of the Company have the right to attend the General Meetings.

The date of the Ordinary General Meeting is published in the Company’s financial calendar for the year, which is posted at the Company’s website. Notice of General Meetings, including documentation relating to the items on the agenda and the recommendation of the Company’s nomination committee, is in accordance with the Articles of Association published at the Company’s website no later than 21 days before the General Meeting is to be held. Individual shareholders are nonetheless entitled to have the documents sent to them free of charge, upon request to the Company. The General Meetings of the Company may be held in Arendal, Oslo or Bærum.

Attendance forms for the General Meeting may be sent to the Company up to the day before such General Meeting in order to enable as many shareholders as possible to attend. Shareholders who are unable to attend in person may attend by proxy, and the Company provides the shareholders with proxy forms which enable the relevant shareholder to instruct its representative on each individual item on the agenda. The shareholders may decide between granting proxy to a representative of own choice, or to the Company’s Chairperson. Shareholders can also choose to vote directly on the specific items on the agenda through electronic voting in advance of the General Meeting during a pre-meeting registration period.

The minutes from the General Meeting are published on the Company’s website as soon as possible following the General Meeting.

Nomination Committee

The Company has a three member Nomination Committee elected by the General Meeting for a term of two years.

The Nomination Committee, which works under the mandate and authority of the General Meeting makes preparations and recommends candidates for the General Meeting’s election of members of the Board of Directors. It also proposes the remuneration to the Directors. The Nomination Committee is governed by a provision in the Articles of Association and Guidelines for the Nomination Committee adopted by the General Meeting.

The General Meeting determines the remuneration to the members of the Nomination Committee.

The Work of the Board of Directors

The Board of Directors is ultimately responsible for administering the Company’s affairs and for ensuring that the Company’s operations are organized in a satisfactory manner. Moreover, the Board of Directors is responsible for establishing supervisory systems and for overseeing that the business is run in accordance with the Company’s core values and ethical guidelines.

The Board of Directors prepares an annual plan for its work, with emphasis on objectives, strategies and implementation. Furthermore, the Board of Directors approves the budget for the Group.

Risk Management and Internal Control

The Board of Directors shall ensure that the Company has good internal control functions and appropriate systems for risk management tailored to its operations and in accordance with the Company’s core values, ethical guidelines and social responsibility policy. A review of the Company’s most important risk areas and its internal control functions is conducted by the Board of Directors on an annual basis.

The Group is exposed it to a variety of risks; including market risks, financial risks and operational risks. The Group’s overall risk management programme seeks to minimize the potential adverse effects on the Group’s financial performance likely to be caused by its exposure to such risk factors, including but not limited to the use of derivative financial instruments and development of sound health, safety and environment (HSE) principles as well as prudent monitoring of operational activities.

The Company prepares and publishes quarterly and annual financial statements. The Group’s consolidated financial statements are prepared in accordance with IFRS and IFRIC interpretations as adopted by the EU.

Remuneration of the Board of Directors

The remuneration of the members of the Board of Directors is determined on a yearly basis by the Ordinary General Meeting. The Directors may also be reimbursed for travelling, hotel and other expenses incurred by them in attending board meetings or in connection with the business of the Company.

Remuneration of the Board of Directors, as proposed by the Nomination Committee and approved by the Ordinary General Meeting, is not linked to the Company’s performance.

Remuneration of the Senior Management

The Board of Directors has established guidelines for the remuneration of the members of the Senior Management. These guidelines are presented to and approved by the Ordinary General Meeting and are described in the “Statement Regarding Determination of Salary and Other Benefits for Senior Management” which is included in “Board of Directors’ Statement on Policy for Corporate Governance” in the Annual Report.

Certain members of the Senior Management sit on the board of directors in the Company’s subsidiaries, but do not receive any board remuneration for these assignments.

Information and communication

The Board of Directors has incorporated guidelines for the Company’s reporting of financial and other information based on openness, and taking into account the requirements for equal treatment of all participants in the securities market.

In order to ensure equal treatment of its shareholders, an important objective for the Company is to make sure that the securities market is in possession of correct, clear and timely information about the Company’s operations and condition at all times. This is essential for an efficient pricing of the Company’s shares and for the market’s confidence in the Company.

Initiatives taken to meet this equal treatment objective include timely and comprehensive reporting of the Company’s interim results and publication of the annual and quarterly financial reports. In addition, information of significance for assessing the Company’s underlying value and prospects is reported through Oslo Børs and are made available at the corporate website. Further details, such as contact details and general updates and news about the Company, are available at the Company’s website.

The Company’s financial calendar is available at the Company’s website. Updated shareholder information is published at the website.

Takeovers

The Board of Directors will handle any possible takeover in accordance with Norwegian corporate law and its fiduciary duties. Neither the Articles of Association nor underlying steering document prevent or limit the opportunity for investors to acquire shares in the Company, nor do they impose restrictions relative to takeover attempts or authorise measures to be taken by the Board of Directors to interfere. The Board of Directors will not seek to hinder or obstruct an offer for the Company’s activities or shares unless there are particular reasons for this. The Board of Directors has so far chosen not to adopt or publish any explicit guiding principles for how it will act in the event of a takeover bid.

Auditor

The auditor participates in relevant agenda items at meetings with the Audit Committee. In addition, the Board meets with the auditor without any member of the Company being present, at least once a year. The auditor annually reports the main features of the plan for the audit to the Audit Committee.

Once a year, the auditor presents a review of the Company’s internal control procedures, including identifying weaknesses and proposals for improvement, to the Audit Committee.

In connection with the issue of the auditor’s report, the auditor provides the Board of Directors with a declaration of independence and objectivity, and the auditor participates in the board meeting in which the annual financial statements are approved. The proposal for approval of the remuneration of the auditor provides a breakdown of remuneration relating to statutory audit tasks and other assignments, and is reported to the Ordinary General Meeting.

QHSE

Magnora has a Management System (MS) based on the principles found both in legislation and in internationally recognized standards for management systems.

The MS is fundamental to work undertaken by Magnora, and shall be adhered to by all personnel in their daily activities.

Magnora shall fulfill our customer’s needs and expectations and make commitments we fully understand. We shall manage and monitor all activities critical to our business

Magnora ASA

Karenslyst Allé 2

0277 Oslo

Norway

Magnora © 2022. All Rights Reserved.

Peter Nygren

Peter Nygren has a long and broad experience of financing, construction and operation of energy assets of various kind. Among others co- founder and CEO of the listed wind power company Arise where over 500 MW on- shore wind was developed and built, as head energy on corporate level at SCA with responsibility for purchase of energy to the companies papermills and units across the world and as Vice President Project Financing at the civil construction company NCC.
 
Peter holds a Degree in Mechanical Engineering and an MBA from Uppsala University.

Torstein Sanness

Chairman

 
Experience as MD of Lundin Petroleum Norway and DNO, and from several executive positions during his 25 years at Saga Petroleum.
 
Board member Lundin Energy, IPC, Panoro Energy, Dr. Techn. Olav Olsen, TGS, previously Chairman of Lundin Petroleum Norway.
 
Lundin announced Feb-20 the investment in Finland’s 3rd largest wind farm (132 MW), and in Nov-19 the investment in 50% of the 77 MW Leikanger hydropower project.
 
Master’s degree in Engineering (geology, geophysics and mining engineering) from NTH.
 

Number of shares: 150 650

Number of share options : 150 000

Erik Sneve

CEO

 
Mr. Sneve has considerable experience from various positions in the investment industry and renewable industry in Norway and abroad for over 20 years. He has experience from working as an analyst, consultant and investment director in EY, DnB Markets, Energy Future Invest (EFI – a Statkraft, Hafslund and Eidsiva Energi joint-venture), Tore Tønne and Torstein Tvenge. He has worked internationally in the US, Sweden, Germany and opened offices in the UK and Sri Lanka.
 
He was also responsible for the Solibro AB (a Swedish solar technology company) development, construction and exit for EFI. Mr. Sneve has also operational experience working as a COO in an early stage 3D software company building an international organization working within the mobile telephony and health care industries. Mr. Sneve holds a B.Sc. in Finance from Arizona State University with Summa Cum Laude.
 
 

Number of shares: 767 319

Number of share options : 150 000

Haakon Alfstad

EVP Projects

Haakon Alfstad has broad experience as Senior Vice President in Statkraft AS and as leader in Naturkraft and in Statkraft Engineering AS. Alfstad has gained leadership- and project experience in Statkraft since 1987. He has also served as Chairman and Board Member in several Boards.

Alfstad was responsible for development, engineering and construction of Statkraft’s energy related portfolios within hydropower, wind power and gas fired power over a period of 17 years. He was responsible for several big projects within wind-power – on- and offshore, and has participated in the entire value chain from early greenfield to completed projects based on organic growth and M&As.

Alfstad holds a Master Degree in Mechanical Engineering from The Norwegian Institute of Technology (NTH) in Trondheim and Business Candidate from Norwegian School of Management, Oslo (BI).

Number of shares: 47 755

Number of share options : 200 000

Espen Erdal

VP Business Development

 
Espen Erdal has a background from consultancy, and joined Magnora from DNV within Renewables Advisory in Oslo. He has held business development position for the Nordics and Baltics market area for DNV’s offerings within the renewable industry, and has been responsible for due diligence of wind farm development. Prior to his time at DNV, Erdal worked 4 years at Dr. Ing. A. Aas-Jakobsen, one of the major structural engineering consultants in Norway, where he worked with design and analysis and followed several projects from design through construction both in Norway and internationally.
 
Erdal holds a Master of Science degree from Norwegian University of Science and Technology (NTNU) with a combination of the fields of structural engineering and renewable energy. As part of this degree he spent one year at the University of California, Berkeley.
 

Number of shares: 12 700

Number of share options : 75 000

Emilie Brackman

VP Wind & Solar

 
Emilie Brackman has a background from consulting and joined Magnora from DNV with the renewable advisory team located in Oslo. She has acted as technical advisor on behalf of DNV during the construction of several 100MW+ wind farms in Norway and been responsible for managing technical due diligence projects for lenders, investors and developers of onshore wind in Scandinavia. Since 2018, Brackman has focused on the offshore wind industry, delivering market analyses, benchmarking studies, technical qualification, and due diligence to Norwegian and international customers on behalf of DNV. Brackman has also worked with structural analysis of offshore floaters and mooring, inspections of ships and offshore structures, and finally surveys of offshore structures for larger customers globally.
 
Brackman holds a Master of Science degree in Naval Architecture from Newcastle University in the UK, and a bachelor’s of degree in Mechanical Engineering from l’Institut National des Sciences Appliquées (INSA) de Toulouse in France.
 

Number of shares: 2 600

Number of share options : 25 000

Gisle Grønlie

EVP Legal and M&A

Mr. Gisle Grønlie has a background as an inhouse lawyer in various corporate business segments and has served on several leadership teams and boards.
 
Operationally he managed a team of contract professionals and lead the Equinor Portfolio and spent a year in Aberdeen as legal counsel in 2008. He has since 2017 been co-chair to Legal Forum for the Federation of Norwegian Industries (Norsk Industri).
 
Gisle Grønlie holds a Cand. Jur degree from the University of Oslo. As part of his degree he spent a period with Equinor in Tehran. He also had a stay with London School of Economics
 

Number of shares: 34 500

Number of share options : 25 000

Trond Gärtner

SVP Business Development

Trond Gärtner joined Magnora from Statkraft where he has more than 15 years’ experience from various management positions, including Vice President for Onshore Wind Power Development and Vice President for Technical Management in the Project Delivery Unit. He also worked several years as a Project Developer and Project Manager for onshore and offshore wind projects and gained hands-on experience from development, engineering and technical due diligence from projects such as Fosen Vind in Trøndelag with more than 1000 MW and the 4.8 GW Dogger Bank development outside of UK. Gärtner was also Development Strategy Manager in the Statkraft/ Aker Offshore Wind/ bp consortium exploring opportunities for Sørlige Nordsjø II prior to joining Magnora.
 
Gärtner started his career as a consultant in the field of renewable energy, energy efficiency and H2 in KanEnergi and SWECO, and has spent one year in Tanzania, working with small scale solar and bio energy solutions.
 
Gärtner holds a Master of Science in Mechanical Engineering from the Norwegian University of Science and Technology (NTNU) and an Executive Master in Energy Management from the Norwegian School of Management (BI), IFP School and ESCP Business School (Paris).
 

Number of shares: 7000

Number of share options : 25 000

Hilde Ådland

Board Member

Maintenance & Logistics Manager in Vår Energy.
 
Extensive experience from various technical and operational positions in Kværner, Statoil and Gas de France / GDF Suez / Engie Norway.
 
Board member in Panoro Energy.
 
Bachelor’s degree in Chemical Engineering and Master’s degree in Process engineering.
 

Number of shares: 13 700

Number of share options : 10 000

Bjørn Sund

Bjørn Sund holds a Master Degree in Chemical Engineering from The Norwegian Institute of Technology (NTH) in Trondheim, and have decades of experience from field development and Norwegian offshore licensing processes.
 
Mr. Sund has worked across areas such as field development, Head of R&D for Norsk Hydro working with electrolysers, hydrogen and ammonia (and NEL and Yara which are both Norsk Hydro spin-offs from his time with Norsk Hydro).
 
Mr. Sund has also contributed to the Utsira Project (wind power and electrolysers) and the Hywind studies (offshore wind concept today owned by Equinor). Over the last few years Mr. Sund has worked for Lundin Energy and Aker Energy with field development.

John Hamilton

Board Member

 
CEO of Panoro Energy
 
Previously CEO of AIM listed President Energy and MD of Levine Capital Management, an oil and gas investment fund, CFO with Imperial Energy and 15 years with ABN Amro.
 
BA from Hamilton College in New York and MBA from Rotterdam School of Management and New York University.
 

Number of shares: 13 950

Number of share options : 40 000

Bjørn Drangsholt

Bjørn Drangsholt holds a master’s degree in electrical & power engineering from the Norwegian Institute of Technology (NTNU) in Trondheim. He has extensive experience from various management positions, both in projects and in line organisations at Norsk Hydro, Naturkraft, Statoil and Statkraft.
 
Furthermore, Mr. Drangholt has significant project experience in development, construction and operations phases from large projects within the oil and gas sector in the North Sea, offshore wind power projects in the UK, as well as from large onshore projects within gas power-, magnesium-, hydro power- and onshore wind power plants. Recently, Mr. Drangsholt has been engaged by Google to assist with development of heir hyper scale datacentre project in Norway.
 
During his more than 40 years of experience, Mr. Drangsholt has spent 15 years abroad in UK, Canada, Belgium and the Netherlands. He has also served as chairman and board member in several companies.

Kristin Gjertsen

CEO Magnora Offshore Wind

Kristin Gjertsen holds a Master of Science from Norwegian University of Science and Technology (NTNU) and an MBA from Norwegian School of Economics (NHH).
 
Gjertsen is an experienced executive with expertise in project management,
strategy & field development, offshore licensing processes and turnaround management. Her industrial background is mainly from Oil & Energy but has also experience from several other industries, such as Software and Online Business, Aluminum, Agri, Shipping and Retail Market.
 
During her more than 25 years’ experience, Gjertsen has worked with Exxon, Accenture, Norsk Hydro/Equinor, Microsoft and Aker. She has also served on several boards at companies within shipping, rig services and oil & energy.

Kenneth Kolvits

Kolvits has over 20 years of experience from the Renewable Energy sector, with over 14 years at Vestas in the global sales department where he was Vice President. He has also several years of experience from consulting, asset
management, and M&A in private equity firms.
 
He has a comprehensive experience in strategy formulation and implementation, business development, B2B sales, relationship building and product management. He has strong communication skills and is skilled in delivering high quality customer service and building relationships with business partners.
 
Kolvits has had repeated success in his various roles with achieving revenue growth, cost control and reduction, various types of acquisition and retention, key account development, and marketing. He is an analytical planner and adept at identifying and isolating new business opportunities, as well as devising solutions to mitigate issues.

Ronald Hardersen

Ronald Hardersen holds a Master of Science from Norwegian University of
Science and Technology (NTNU), and various executive education from
University of Tromsø (UiT) within project management, economics, business
development, law, and change management.
 
Hardersen has several years of experience from development and construction of renewable energy plants within wind and hydro power in the northern parts of Norway. He also has several years of experience from construction and consulting, as well as public administration.
 
Since 2017, Hardersen has cooperated with UiT on arctic sustainable energy, and has participated in the Arctic Centre for Sustainable Energy project as well as the Smart Senja project. The projects have focused on the potentials for solar energy in the north, as well as optimizing consumption levels and storage of energy.

Tor Ottar Karlsen

Karlsen has 45 years of experience from government organizations and served as a county mayor for eight of those years. Karlsen has also served as an advisor to the government lead by Gro Harlem Brundtland and the Parliament for three years.
 
For seven years he was Managing Director for Vardar, a government-owned energy company. He led the company’s development of renewable energy in Norway and the Baltics. Karlsen has also served as a chairman of Vardar and board member of Nelja Energia, which was one of the largest renewable energy companies in the Baltics before being acquired.

Bård Olsen

CFO

Olsen holds a B.S. in Finance and MBA from Arizona State University, and has considerable experience from various controller, external auditor, and internal auditor positions in the US.

Before joining Magnora, Olsen was Vice President of Global Compliance in MHWirth, a drilling equipment company within the Aker Group, and held over 9 years various positions within the group, including Head of Internal Audit at Aker Solutions.

He has also worked at EY in the risk and internal control advisory role for banks and financial institutions in Oslo, Norway.

Number of shares: 26 000

Number of share options : 100 000