Annual report 2022 Cloudberry Clean Energy ASA
Cloudberry Annual report 2022 Introduction 2 Content Cloudberry in brief 3 Letter from the CEO 4 Overview and highlights 6 Executive Management 14 Board of Directors 16 Board of Directors report 19 Sustainability report 30 Corporate Governance report 84 Consolidated financial statements Group 94 Parent company financial statements 162 Responsibility statement 181 Alternative performance measures 182 Auditor’s report 187 Reporting Cloudberry reports consolidated financial statements in accordance with IFRS and a supplementary proportionate 1 segment reporting. The proportionate segment reporting provides enhanced insight to the operation, financing and future prospect of the Group. Proportionate reporting is aligned with internal management reporting, analysis and decision making. Cloudberry is preparing for the adoption of the European Sustainability Reporting Standards (ESRS) required by the Corporate Sustainability Reporting Directive (CSRD). The standard is based on the ESG structure Environment, Social and Governance. For more information see our Sustainability chapter. 1 See Alternative Performance Measure appendix for further definitions.
3 Cloudberry Annual report 2022 Introduction Cloudberry in brief Cloudberry is a renewable energy company, born, bred, and operating in the Nordics. We own, develop, and operate hydropower plants and wind farms in Norway, Sweden and soon in Denmark. We are powering the transition to a sustainable future by providing new renewable energy today and for future generations. We believe in a fundamental long-term demand for renewable energy in Europe. With this as a cornerstone, we are building a sustainable, scalable, efficient, and profitable platform for creation of stakeholder value. Cloudberry`s growth strategy Our current portfolio in Norway and Sweden consists of 28 hydropower assets and 51 wind turbines (in four projects), wholly or partially owned. Before summer 2023, we expect to add another 51 wind turbines primarily in Denmark to the portfolio. We have a local and active ownership strategy and prefer majority ownership; however, in certain investments we have shared ownership with strong, strategic partners. The scalable Cloudberry platform is positioned for profitable growth, both in terms of energy production and our in-house development backlog and pipeline. Cloudberry’s strategy is to continue to grow both organically and through acquisitions in the Nordic market. We are backed by strong owners and an experienced management team. Our shares are traded on Oslo Stock Exchange’s main list, ticker: CLOUD. Cloudberry`s business model Our business model is based on three revenue generating segments and one cost-efficient corporate segment. Development is a green-field developer for both onshore and off-shore projects. Development has a solid track record of organic, in-house developments of wind and hydropower assets in Norway and Sweden. Production is an active owner of renewable power assets in the Nordics. Operations, 60% owned, is an asset manager and operator of hydro and wind assets including digital solutions with a scalable operating platform. Our strong commitment to local communities and our integrated value chain ensures local presence and optimization of stakeholder alignment and value creation. Our Nordic clean renewable platform Operations Development Production Our Values Be Supportive • Be Committed • Be Bold • Be Exceptional
Cloudberry Annual report 2022 Introduction 4 Through 2022 we have focused on growing the project pipeline and moving power projects into producing assets generating long term cash flow for the company – on time and budget and with a strong ESG focus. Our Hån wind farm is an excellent example of a project developed in-house from the very start. Hån is now in full operation generating new renewable power to a geographical area that soon will be in need of more power to avoid power shortage. We doubled the production in Cloudberry from 2020 to 2021 and doubled the production again during 2022. Successful projects like Hån, Odal Vind and the hydropower plant Bøen were great contributors. In parallel with the sustainable development and construction of our projects we always focus on being well financed for all our projects. During 2022 we established a strong financial position to be able to act on opportunities and develop more renewable projects onshore and offshore. Building the offshore team in Sweden has also been a priority in 2022 and we are proud of the competent and diverse team we have developed during the year. In addition to our lake project Stenkalles, we have come a long way with the Baltic Sea shallow water project Simpevarp (800 MW). The Simpevarp project is a good example of how we work locally to develop a project. We want to go beyond just obtaining acceptance for a project, but through local involvement, transparency and sufficient information create a positive engagement for new renewable projects. We look forward to seeing more from the development team in Sweden over the next years. As a developer, owner, and operator of renewable energy assets we have placed sustainability at the core of everything we do and view it as essential to our long-term achievements and value-creation. We treasure our community and business partnerships, and work closely with our employees, business partners, shareholders, and local community members to create this value and share the rewards fairly. Our stakeholders expect us to operate our business in line with the strongest environmental, social, and governance (ESG) principles and we have the same expectation of ourselves, as well as of our partners and suppliers. We strive to live and breathe ESG in all we do. We hope our 2022 Sustainability Report will give you a deeper insight into Cloudberry’s ESG work in practice. We have also focused on strengthening the Cloudberry organization and portfolio in 2022 with the acquisition of the Captiva Group. We are happy to get fantastic new colleagues onboard and to see how well the different organizations have become integrated and are collaborating in developing and operating hydro- and wind projects in the Nordics. The Captiva Portal™ is for many of us the new Cloudberry’s purpose is to provide clean sustainable energy for future generations. We share a strong culture and everything we do reflects our purpose and our values. Because of this we always strive to see opportunities, make the right decisions, and do business in a sustainable way. This is our contribution locally and globally to the ongoing climate and energy crisis. Letter from the CEO Building The Leading Nordic Independent Power Producer
5 Cloudberry Annual report 2022 Introduction Anders J. Lenborg Chief Executive Officer favourite source of information for managing our power production portfolio. The recent acquisition of the Odin portfolio in early 2023 is a game changing step into the Danish market creating a strong and diversified position for Cloudberry throughout the Nordics. The partnership with Skovgaard is a new important step to build the Nordic Independent Power Producer with both a strong producing portfolio and access to new development projects in the Danish market. Looking into the future we believe the demand for renewable energy in Europe will increase. We are certain that the “RePowerEU” initiative introduced by the EU will further speed up the process of developing more new renewable energy in the coming years. The ongoing energy transition will also lead to continued high power prices in our relevant price areas into 2023 and onwards. Cloudberry is well positioned for the massive energy demand in the Nordics and Europe. Our company’s strong commercial and sustainable performance in 2022 against a backdrop of continued unrest and volatility caused by pandemic, war and regulatory challenges in Europe would not have been possible without the bold and exceptional performance from all Captiva and Cloudberry colleagues. I would like to thank all my colleagues for their hard work and commitment during a game-changing year. I also thank the Board for it’s engangement and valuable input throughout the year, and our shareholders for their continued support. Together we create the Leading Nordic Independent Power Producer. We are building our business for the long term. We are building our business for all of us. “We believe the demand for more renewable energy in Europe will increase”.
Cloudberry Annual report 2022 Introduction 6 Overview and highlights 1 Asset portfolio per reporting date with proportionate ownership to Cloudberry. 2 Duvhällen project included as 60 MW – Cloudberry has grid capacity permit for 30 MW and has applied for increased grid capacity to match the construction permit. 3 Odin transaction is pedning governmental approval and expected to close in Q2 2023. The capacity and production figures assumes no triggering of pre-emptive rights. Production Production incl. under construction 1 Existing portfolio Capacity: 188 MW Production: 612 GWh Odin portfolio 3 Capacity: 106 MW Production: 311 GWh Total Capacity: 294 MW Production: 923 GWh Development Construction permit 2 Wind assets: 3 Capacity: 128 MW 2 Production: 389 GWh (normalized) Backlog Backlog (exclusive projects) Projects: 15 Capacity: 480 MW New projects Söderköping and Ulricehamn in Sweden, downprioritizing of Norwegian wind projects Pipeline (non-exclusive projects) Projects: >20 Capacity: >2,500 MW Example: Simpevarp Cloudberry continues to deliver profitable growth. In 2022, the company has increased its production & development portfolio and strengthened its balance sheet significantly. Below is an overview of our portfolio per reporting date, including the latest expansion to Denmark, see subsequent events.
7 Cloudberry Annual report 2022 Introduction 1 Compared to FY 2021. Main developments in 2022 Financials 1 (per 31.12.2022, consolidated figures unless otherwise stated) • Revenue increased by more than five times, from NOK 41m to NOK 217m • EBITDA improved from NOK -32m to NOK 151m • Proportionate EBITDA improved from NOK -25m to NOK 381m • Cash position increased from NOK 1 115m to NOK 1 538m • Interest bearing debt increased from NOK 304m to NOK 339m • Booked equity increased from 2 636m to 3 794m Operational • Proportionate production increased 129% from 117 GWh to 268 GWh 1 • Completed Hån wind-farm on time and budget, with strong ESG performance • Odal in full operation • Secured new projects in Sweden: Sundby (previously Kafjarden) and Munkhyttan • Farm-down of the shallow-water project Stenkalles, bringing in Hafslund as a 50% strategic partner • Updated climate risk assessment and scenario analysis. Implemented new ESG requirements as part of supply chain management • New hydro projects: Ramsliåna and Skåråna completed. Bøen I & II in operation, with an option for Bøen III • Purchased 60% of Captiva (Cloudberry’s operation segment). Option to purchase 100% Subsequent events February 2023. First step into Denmark increasing production capacity by up to 70%. • Cloudberry signed a sale and purchase agreement to acquire 80% of the Odin portfolio from Skovgaard Energy A/S (“Skovgaard”) • A step-change for Cloudberry establishing Denmark as the third Nordic area • A high-quality and primarily Danish portfolio of producing onshore wind assets • Primarily located in the attractive DK1 price area • Portfolio consists of 51 Vestas and Siemens turbines in total 106 MW (net to Cloudberry), all in production • Acquisition includes land, re-powering options and a well anchored partnership with Skovgaard (a local and highly successful development team) • Fully financed through existing cash & bank facility (approx. 50% equity / 50% debt) – Please see stock exchange notice 10.02.23.
Cloudberry Annual report 2022 Introduction 8 Project portfolio 1 Cloudberry’s strategy is to develop, own and operate producing assets in the Nordic region. During February 2023, Cloudberry signed a sale and purchase agreement with Skovgaard Energy A/S. The transaction will be Cloudberry’s first step into Denmark and adds up to ~106 MW of net production. The transaction is pending government approval and is expected to close during Q2 2023. The 2023 chart is an illustrative picture of our portfolio diversification following the Odin transaction. 1 Per reporting date 2022 150 MW 2023 294 MW Sweden 59 MW Sweden 21 MW Denmark 100 MW Norway 135 MW Norway 129 MW
9 Cloudberry Annual report 2022 Introduction The figures belop summarize the status of our projects 0 100 200 300 400 500 Total Stenkalles (50%) Duvhallen Munkhyttan Total Sundby Kvemma Total Odin (80%) 1 Hån Odal (33.4%) Bøen Skåråna Ramslilåna Tinnkraft Åmotsfoss Usma Bjørgelva Nessakraft Selselva Forte (34%) Røyrmyra Finnesetbekken Producing Under construction Construction permit 1 2 25 MW 5 9 3 9 5 2 54 2 4 6 21 106 254 8 32 294 18 60 50 422 Project Technology Location Price area Total capacity (MW) Ownership Cloudberry's proporionate capacity (MW) Cloudberry's estimated production (GWh) Status Finnesetbekken Hydro Norway NO-5 1 100% 1 3 Producing Røyrmyra Wind Norway NO-2 2 100% 2 8 Producing Forte (5 assets, NO-2) Hydro Norway NO-2 26 34% 8 29 Producing Forte (4 assets, NO-3) Hydro Norway NO-3 19 34% 6 21 Producing Forte (6 assets, NO-5) Hydro Norway NO-5 33 34% 11 37 Producing Selselva Hydro Norway NO-3 5 100% 5 20 Producing Nessakraft Hydro Norway NO-5 9 100% 9 34 Producing Bjørgelva Hydro Norway NO-4 3 100% 3 7 Producing Usma Hydro Norway NO-3 9 100% 9 26 Producing Åmotfoss Hydro Norway NO-2 5 100% 5 23 Producing Tinnkraft Hydro Norway NO-2 2 100% 2 6 Producing Bøen I & II Hydro Norway NO-2 6 100% 6 18 Producing Ramsliåna Hydro Norway NO-2 2 100% 2 6 Producing Skåråna (2 assets) Hydro Norway NO-2 4 100% 4 14 Producing Odal Vind Wind Norway NO-1 163 33.4 % 54 176 Producing Hån Wind Sweden NO-1 21 100% 21 74 Producing Odin portfolio 1 Wind Denmark DK-1 133 80% 106 311 Producing Total 1 (Producing) 441 254 813 Kvemma Hydro Norway NO-5 8 100% 8 20 Const/Prod. H1 2024 Sundby (Kafjarden) Wind Sweden SE-3 32 100% 32 89 Const/Prod. H1 2024 Total 2 (Producing + under constr.) 481 294 922 Munkhyttan Wind Sweden SE-3 18 100% 18 60 Final procurement Duvhalllen Wind Sweden SE-3 60 100% 60 165 Constr. permit Stenkalles (Vanern) Offshore Sweden SE-3 100 50% 50 164 Constr. permit Total 3 (Producing + const. + permit) 659 422 1311 1 Odin portfolio. SPA signed. Closing expected Q2 2023. 85 MW is unconditional. Production mainly in DK-1 (93%).
Cloudberry Annual report 2022 Introduction 10 “The increased production of renewable energy in Cloudberry in 2022 has doubled our contribution to the decarbonization of Europe.”
11 Cloudberry Annual report 2022 Introduction Key Performance Measures 2022 2021 Financials Consolidated FY Revenue 217m 41m EBITDA 151m -32m Cash, year-end 1 538m 1 115m Interest bearing debt, year-end 339m 304m Total equity, year-end 3 794m 2 636m Proportionate FY Revenue 646m 83m EBITDA 381m -25m Sustainability 1 Proportionate CO2 reduction EU-27 electricity mix 59 496 tons CO2 eq. 29 133 tons CO2 eq Direct and indirect emissions 10 727 tons CO2 eq. 25 827 tons CO2 eq. Production Proportionate Production 268 GWh 117 GWh In operation year-end 148 MW 58 MW Development Proportionate Construction permits year-end 128 MW 160 MW Backlog year-end 2 420 MW 370 MW 1 CO2 reduction and the direct and indirect GHG emissions have been adjusted for previous years. Go to the Sustainability section for details. 2 Backlog not including subsequent events which represents an additional 60 MW.
Cloudberry Annual report 2022 Introduction 12 Market and power prices While 2021 was a special year in the power markets, 2022 showed even greater volatility. The war in Ukraine tested the European energy supply to its limits, and has caused significant, long-term changes to the European energy markets. The demand for more power in Europe is expected to increase going forward, and there is clear push towards renewables following EU initiatives. Overall, the outlook caused by the energy transition and the market conditions is expected to serve as a foundation for high power prices going forward. During 2022, Europe and the Nordics, saw record high power prices, primarily driven by soaring gas prices. With a near complete cut-off of gas import from Russia, gas prices skyrocketed to unprecedented levels, pushing power prices to the limits set by the markets. As the year drew to a close, the immediate danger of a real shortfall of gas in Europe during the winter fell, and prices dropped significantly, albeit from exceptional levels. However short- to medium term prices are still, historically, very high. The uncertainty related to the energy crisis, and the associated volatility in the markets, affected the Power Purchase Agreements (“PPA”) market negatively, and the volumes of PPAs in the Nordics dropped. This is both due to soaring prices, and the stress put on the financial power market. This stress is based on, amongst others, a significantly higher associated cost of hedging due to the rise of guarantees needed for trades. A rebound for the PPA market during 2023 is thus expected, especially in a scenario where prices stabilize. For the year 2022, the Nordic System price averaged at 136 euro/MWh, the highest ever recorded price. The previous record was set in 2021, at 62 euro/MWh. For NO1 and NO5, the average price for 2022 ended at approximately 192 euro/MWh, and NO2 ended at 211 euro/MWh. However, the internal price difference in Norway were at record levels: In Northern Norway, the average price ended at 24 euro/MWh. Similarly, prices in Southern Sweden, SE4, (152 euro/MWh) were above twice the average price in Northern Sweden, SE1, (59 euro/MWh) for the year. We expect the internal price differences to remain, although at relatively lower levels in the medium to short term. At long term, additional grid development (such as the upgrade of the 300 kV Aurland-Sogndal line to 420 kV), is expected to reduce the bottleneck between the Norwegian price areas NO3 and NO5. Going forward, we expect the supply crunch caused by the war to keep the prices higher than normal in especially NO1, NO2, NO5, DK1, DK2, SE3 and SE4 in 2023. More-than-usual rain during the spring/summer/autumn seasons might change the outlook for Norway. However, the underlying shortage of energy in Europe will affect European energy markets for years to come. In Norway a significant growth in new demand is expected mainly related to emerging electrification projects and power intensive industries. This combined with a limited growth in power production capabilities moves the country’s expected power balance towards negative territory. This may add further pressure on Norwegian, and thus Nordic, power prices. Please see chart on the next page for the expected power balance in Norway from Statnett. During 2022, more than 95% of Cloudberry’s power production was sold at spot prices. We remain positive to elevated Nordic power prices especially in the southern price areas in Sweden (SE3+4) and Norway (NO1+2+5).
13 Cloudberry Annual report 2022 Introduction 0 40 80 120 160 2012 2016 2020 2024 2028 2032 20 -10 -5 0 5 10 15 2022 2023 2024 2025 2026 2027 Norway (all) Southern Norway Historic Nordic system price average 2012-2021 and Volue forward average 2022-2032 EUR/MWh (real 2022) Source: Volue Q4 2022 report (EUR/MWh, not inflation adj Source: www.statnett.no/om-statnett/nyheter-og-pressemeldinger/ nyhetsarkiv-2022 Norway’s power balance soon in negative territory (TWh)
Cloudberry Annual report 2022 Introduction 14 Executive Management Anders J. Lenborg Chief Executive Officer Anders is the founder of Cloudberry. He is responsible for managing the company’s overall operations, the development and execution of the longterm strategies. Anders is an experienced lawyer within the infrastructure and renewable energy section in the Nordics. Anders was previously Partner and Head of the Energy Sector Group at DLA Piper Norway. He holds a law degree from the University of Oslo and a postgraduate diploma from King’s College in London. Christian A. Helland Chief Value Officer As CVO, Christian is responsible for the finances of the company. Since 2008, he has been a lead investor for renewable projects in the Nordics and Germany. He has 13 years of experience in the investment and finance industries. He was previously Partner and Portfolio Manager at Pareto Asset Management. Christian holds a Master’s degree in Systems Engineering from Cornell University, a Master’s degree in Business Economics from University of California and a Bachelor of Science degree in Mechanical Engineering from University of California. Ingrid Bjørdal Chief Compliance and Organizational Officer Ingrid started in Cloudberry in 2022 and is responsible for compliance, ESG, organisation and HR in the Group. Ingrid has 20 years of experience from sustainability, HSE, compliance, HR and organisational development from the recycling and circular economy industry. She was SVP of Sustainability and Compliance in the Norsk Gjenvinning Group and has held the position as General Manager of two subsidiaries in the Group. She holds a Master of Science from King’s College in London and an Executive MBA from BI Norwegian Business School.
15 Cloudberry Annual report 2022 Introduction Charlotte Bergquist Chief Development Officer Charlotte is from 2022 responsible for the Development segment with a special emphasis on Cloudberry’s shallow-water and offshore portfolio. She is a former developer for wpd Offshore, Vice Chair of the Board at the Swedish TSO, Svenska Kraftnet, Chairperson of Power Circle and the Founder of Kraftkvinnorna. Charlotte has a Master of Business Admin. from Gothenburg School of Economics and Commercial Law. Stig J. Østebrøt Chief Technology Officer Stig has been the CEO of the Captiva Group for the last 10 years and responsible for Cloudberry’s operations segment from 2022. He is the Chairperson of Kraftanmelding, Chairperson of Fjord Energi and a former analyst from EY. Stig has an Executive MBA from Norwegian School of Economics and a Master’s degree from BI Norwegian Business School. Jon Gunnar Solli Chief Operating Officer Jon Gunnar is responsible for day-to-day operations of the Cloudberry portfolio. He is a former CFO and investment manager with more than 20 years of experience in the asset management industry. Jon Gunnar was previously a CFO/CIO at OVF, Nordea Asset Management, SpareBank 1 Livsforsikring and Storebrand. He holds a Master’s degree in Accounting & Auditing from Norwegian School of Economics (NHH) and is a state authorized Public Accountant.
Cloudberry Annual report 2022 Introduction 16 Board of Directors Frank J. Berg Chair of the Board Frank J. Berg has more than 30 years of experience in the energy and utility industry including having spent the last 16 years in the Nordic renewables market. He was previously a partner at Arthur Andersen, and the law firm Selmer, with a particular focus on renewables, infrastructure and sustainability. Frank serves as chairman and board member of a number of companies, including Salten Kraftsamband AS and Nordic Wind Power AS. Frank is Chair of the Board and head of the Audit Committee in Cloudberry. Frank holds a Master’s degree in Accounting & Auditing from the Norwegian School of Economics (NHH) and a PED from IMD, Lausanne. Frank J. Berg is a Norwegian citizen Benedicte H. Fossum Board member Benedicte H. Fossum currently chairs the board of Smartfish AS and is a board member of Alliero AS, Salmo Trace AS and family offices. As one of the founders of Pharmaq AS, she has managerial experience in R&D, M&A, and regulatory affairs from the Norwegian Medicines Agency. She maintains a special interest in sustainability, combining biological and economical perspectives. Benedicte is a member of the ESG Committee in Cloudberry. Benedicte is a veterinarian from the Norwegian University of Life Sciences. Benedicte H. Fossum is a Norwegian citizen. Petter W. Borg Board member Petter W. Borg has more than 35 years of experience in investment banking and asset management. He is the former CEO of Pareto Asset Management, a position he held for 18 years. Petter is the chairperson of Attivo Eiendom, and House of Maverix. In addition, he is a member of the board of directors of Ferd Holding, Grieg Investor, Fearnley Asset Management and Nordic Aquafarms. Petter is head of the Compensation Committee andhead of the ESG Committee in Cloudberry. Petter holds a degree in Economics from Handelsakademiet. Petter W. Borg is a Norwegian citizen. Liv Lønnum Board member Liv Lønnum is currently working as a political adviser to the Progressive Party’s parliamentary group at Stortinget. Part of her responsibility includes energy policy development, with a focus on sustainability. She has been State Secretary/ Deputy Minister at the Ministry of Petroleum and Energy and has considerable experience from both business and politics in Norway. She has previously worked at Storebrand ASA, Compass Group and Hammer & Hanborg. Liv is a member of the Compensation Committee in Cloudberry. Liv holds a Bachelor’s degree in Economic and Administration from the Norwegian School of Management and York University in Toronto, Canada. Liv Lønnum is a Norwegian citizen.
17 Cloudberry Annual report 2022 Introduction Nicolai Nordstrand Board member Nicolai Nordstrand is the CEO of Havfonn AS, the investment company of the Bergesen family. He has been with Havfonn for eight years as analyst and investment director. Before joining Havfonn, Nicolai worked more than 10 years with corporate finance in PwC in Oslo and London and Sparebank 1 Markets. Nordstrand holds a Master of Science in Financial Economics from BI Norwegian Business School. Nicolai Nordstrand is a Norwegian citizen. Stefanie Witte Board member Stefanie Witte is a Director with responsibility for Google’s operating system in the German speaking countries, the Nordics and Poland. Over the last eleven years she has had leading positions in Google, like Head of Marketing for Android, Google’s own hardware and advertising products. Witte worked previously six years in leading positions at Novartis after three years as a consultant in McKinsey. Stefanie Witte is represented at the board of several tech companies in Norway and Germany. At Cloudberry, she is also a member of the Compensation Committee. She holds a M.A HSG Finance, Accounting and Controlling from the University of St. Gallen. Stefanie Witte is a German citizen. Henrik Joelsson Board member Henrik Joelsson heads his own consultancy firm and has formerly worked 13 years as an Investment Director at the listed investment firm Ratos AB. Furthermore, Joelsson has 9 years of experience as a strategic consultant at Bain & Company. Joelsson has broad board experience and has been an active investor, board member and consultant within the energy sector, with a specific focus on renewables. He is currently a board member of Goava Sales Intelligence AB. Joelsson holds a Master of Science in Business Administration and Economics from Stockholm School of Economics and a MBA from INSEAD in France. Henrik Joelsson is a Swedish citizen.
Cloudberry Annual report 2022 Board of Directors report 18
19 Cloudberry Annual report 2022 Board of Directors report Cloudberry owns, develops and operates hydropower plants and wind farms in the Nordics. Over the recent years Cloudberry has built a scalable publicly available Nordic renewable platform for hydro and wind power assets. This is further cemented by the signed share purchase agreement in February 2023 for the Odin portfolio, establishing Denmark as the third Nordic area. This will immediately increase Cloudberry’s production capacity with up to 70% (further described under subsequent events). The Cloudberry platform is well positioned for profitable growth going forward in the Nordic market. Cloudberry is backed by strong owners and an experienced management team, powering the transition towards a sustainable future by providing clean and renewable energy. Cloudberry`s business model and strategy The development segment consists of green-field projects both onshore and off-shore. Managed by our experienced team with a solid track record of organic, in-house development of wind and hydropower assets. The production segment is the owner of the operating assets, with power sold in the spot market (NordPool) and under fixed price Power Purchase Agreements (PPAs). Cloudberry cultivates the portfolio to ensure a diversification and balance of risk, returns, assets and geographical area. The Operations segment delivers services such as asset management of hydro and wind assets, including digital solutions. The services are created on a scalable operating platform, delivered both internally to Cloudberry’s assets, as well to third parties. Cloudberry considers material financial, legal, ESG and technical related factors when making strategic decisions. The company is building a robust business and uses competitive financing to deliver sustainable and profitable long-term growth. Cloudberry operates in a market with unique characteristics when it comes to renewables. The hydro and the wind resources in the Nordics are among the best in the world. The company uses its local presence and optimization of stakeholder alignment to grow through greenfield developments and acquisitions. Cloudberry believes in being local, focused and agile. The long-term growth strategy rests upon its ability to create value for all stakeholders, using the best possible technology available, being cost efficient, and enhancing sustainable operations. Board of Directors report
Cloudberry Annual report 2022 Board of Directors report 20 Operating our business in a sustainable way Sustainability is at the very core of Cloudberry`s business and is crucial for the company`s long-term achievements and value creation. The company wants to be a driver of a positive change and we are committed to powering the transition to a sustainable future by providing renewable energy today and for future generations. Cloudberry creates value in the communities in which we operate, together with and for our employees, customers, business partners, and shareholders. Developing new renewable assets is essential to reduce the global greenhouse gas (GHG) emissions, and we believe that a systematic approach towards incorporating sustainability in the value chain is imperative to fulfilling our purpose. The development and production of renewable energy contributes to the transition to green energy, achieving climate targets, and the UN Sustainable Development Goals. Businesses are shifting their strategies towards net-zero carbon emissions targets and Cloudberry sees an increased demand for renewable energy supply. Dialogue and input from all stakeholders are of high importance to Cloudberry. As the company has grown significantly in 2022 through the acquisition of 60% of the Captiva Group (the Operations segment) and by organic growth, we saw the necessity of further developing and strengthening our sustainability strategy. Our materiality analysis and stakeholder dialogue process resulted in stronger sustainability ambitions, and updated material environmental, social and governance topics. With this Cloudberry has set our sustainability targets and key performance indicators (KPIs) for the short and longer term, which we have described in more detail in this year’s sustainability report. Sustainability is a rapidly developing field, and ensuring sustainable business operations is an ongoing process. We follow new developments closely to ensure we keep up with the changing landscape and to ensure that our sustainability strategy and reporting are adapted to growth and changes in the company and in line with future regulations. As a response to it, Cloudberry decided in 2022 to look to the European Sustainability Reporting Standards (ESRS) requirements, set by the Corporate Sustainability Reporting Directive (CSRD), rather than the World Economic Forum (WEF) Stakeholder Capitalism reporting framework. The ESRS standards are based on the Environment, Social, and Governance (ESG) structure. We know that there is always more work to do. We are currently working on developing more sustainability KPIs and targets and plan to commit to the Science Based Targets initiative (SBTi) in the future. Additionally, we will conduct a CSRD gap analysis in 2023 to prepare for the coming requirements as part of our efforts towards continuous improvement. Environment Renewable energy is essential to reducing the worlds greenhouse gas emissions, stopping climate change, and protecting the environment. At Cloudberry, concern for the environment and climate change are at the center of everything we do. Our main ambition is powering the transition to renewable energy, while aiming to have a net positive impact on climate and nature. With the development and production of renewable energy, Cloudberry makes a positive contribution to the energy transition. Cloudberry’s proportionate power production in 2022 totalled 268 GWh (117 GWh in 2021). The avoided emissions based on the baseline emissions from the European electricity mix (EU-27 electricity mix, IEA 2022) is equivalent to 59,496 tCO2e (29,133 tCO2e in 2021). However, developing and constructing renewable energy have a negative impact on the planet as well. It is of the utmost importance to Cloudberry to reduce our environmental footprint as much as possible. Controlling our greenhouse gas (GHG) emissions in the value chain is of high importance to us, and therefore we identified more significant GHG emissions from the categories in scope 3 during 2022. The total GHG emissions reported in 2022 is 10,727 tCO2e (25,827 tCO2e in 2021) across scopes 1, 2, and 3. CO2 reduction and the direct and indirect GHG emissions have been adjusted for previous years. Go to the Sustainability section for details. From 2023 we will report our carbon emissions on a quarterly basis. Cloudberry will create a roadmap to reach net-zero from our emissions by no later than 2040, with the aim of using this process to identify pathways to reach net-zero even earlier.
21 Cloudberry Annual report 2022 Board of Directors report Cloudberry has conducted thorough assessments of our producing assets’ alignment to the criteria of the EU Taxonomy, and the internal analysis found that all wind and hydropower plants are aligned. In 2022 Cloudberry engaged a third-party, Det Norske Veritas (DNV), to perform a detailed assessment to evaluate our alignment to the criteria of the EU Taxonomy. DNV stated all of Cloudberry’s hydropower plants to be aligned to the criteria of the EU Taxonomy, and a verification statement has been issued for each of the hydropower plants. The third-party verification for the wind power plants is ongoing and will be reported on during 2023. Cloudberry has aligned further with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations, focusing on developing more mature and holistic reporting. We updated our climate-related financial risks and opportunities related to our growth and expansion during 2022. This was further used to formulate the most material risks for Cloudberry, which the scenario analysis is based upon. In the sustainability section in this report there is a short summary of our work with the climate related risks and opportunities. A detailed TCFD report and the scenario analysis is published on our website. During 2022 we have strengthened our work with environmental topics, where climate change and energy transition, biodiversity and nature impact, and circular use of resources and materials are the main topics. Minimizing environmental and nature impact in our development and operating projects are of high importance to us. We are continuously working on developing measurement and KPIs on how to minimize nature impact on our sites and will continue to work on relevant measurements going forward and implement the framework for Taskforce on Nature-related Financial Disclosures (TNFD). Social Providing renewable energy enables society’s essential transition to green energy, and we seek to do this in a sustainable and responsible manner. Specifically, Cloudberry must act responsibly towards our employees and society at large, seek to be a preferred employer and partner in the renewable energy industry and create local engagement and value where we operate. The Board of Directors considers the working environment to be healthy and productive. In 2022 there were no material health and safety incidents – and the organization’s rate of absence due to illness was 1.83% (1.06% in 2021). Of the recordable work-related injuries, none were classified as serious injuries. However, two near misses were reported where a rock rolled down a slope at a construction site, and a truck slid off a construction road and into a shallow ditch. Health, Safety and Environment (HSE) is addressed in the Supplier Code of Conduct to safeguard a mutual commitment between Cloudberry and its suppliers and contractors, and training and awareness are required in our agreements with contractors. In 2022 Cloudberry continued to work with HSE concerns throughout the supply chain, and the Supplier Code of Conduct is implemented in all our procurement phases. In the Group, total FTE per year end was 62 1, of this 15 were female employees. Fostering diversity, equity, and inclusion (DEI) in the organization is of high importance for Cloudberry. In 2022, Cloudberry conducted an employee engagement survey focusing on HSE, compliance, work life balance and DEI in the workplace. The results from the survey gave a DEI index of 5.2 (6 is maximum score), which is based on a bundle of responses to five questions. This result constitutes the baseline for measures and targets within DEI and employee engagement. Actions to ensure progress and continuous improvement have been identified and are under implementation. Cloudberry will conduct smaller surveys in addition to the annual employee engagement survey to measure progress and discuss results in focus groups during 2023. Cloudberry has also set targets related to gender balance in the company, which are described in the Sustainability section in this report. Additionally, Cloudberry takes its impact on local communities very seriously and strives to maintain ongoing, transparent dialogue with stakeholders. We hold meetings in local communities on each development project to assess local needs, and we plan our work accordingly. Cloudberry opened two new offices during 2022 which are located nearby our projects in Sweden. We also hired local employees and engage local businesses wherever possible. This contributes to local economic growth and value creation. Going forward we aim to develop appropriate KPIs to measure our local impact and establish goals, in parallel with continuing our work with local communities and stakeholders. 1 The sustainability report covers employees and companies where the Group has more than 50% proportionate ownership, ie. 42 employees.
Cloudberry Annual report 2022 Board of Directors report 22 Governance Responsible and good governance is the basis for a healthy business, and it is our ambition at Cloudberry to always ensure solid governance internally and in our value chain. The company adheres to recognized governance standards and shall comply with the Norwegian Code of Practice for Corporate Governance of October 2021, issued by the Norwegian Corporate Governance Board (NUES). This includes having principles for disclosure and transparency in Cloudberry`s business to provide shareholders and stakeholders with precise and accurate information concerning all aspects regarding Cloudberry. Incorporating sustainability focus on our day-to-day business is a continuous process in the business units and in Cloudberry’s entire value chain. The ESG committee ensures the alignment with the company`s sustainability strategy and assesses the administration’s work and implementation of the ESG strategy in the company`s overall strategy. In 2022, the committee held eight meetings, a doubling from 2021, and the Chief Compliance and Organization Officer became a member of the committee, alongside the Chief Sustainability Officer and the two board members. Furthermore, to secure the integration of ESG ambitions and topics in all business units in the company, Cloudberry established an ESG project group early in 2022. The group consists of employees from different segments and areas of responsibility that actively work to improve methods and internal routines for ESG compliance. In the Supplier Code of Conduct we address Cloudberry`s ethical standards towards our suppliers. We expect our suppliers and partners to uphold these standards, and that their policies, statements, and commitments are enforced in their own operations, and with their sub-suppliers. The Supplier Code of Conduct is implemented in procurement phases and is reviewed annually by the organization. Cloudberry has integrated due diligence evaluations of environmental, social, and governance topics in all operational and investment decisions. In tender processes Cloudberry implemented a supplier declaration form which is used as a basis for pre-screening of suppliers of products and services to Cloudberry. The declaration form reflects regulatory requirements, quality, sustainability topics and HSE, and is included in an overall assessment when choosing a supplier. The procedure was implemented during 2022, and we will work to expand this further. In accordance with the Norwegian Transparency Act, we have incorporated human rights due diligence aligned with the OECD guidelines for Multinational Enterprises and the United Nations Guiding Principles for Business and Human Rights. A report on the due diligence assessment will be published by 30 June 2023, in accordance with deadlines outlined in The Norwegian Transparency Act. Cloudberry conducts its business in a highly ethical manner with integrity, dignity, and respect towards all its surroundings. The company’s Code of Conduct is the basis for how the company acts and performs its business. All new employees are introduced to the Code of Conduct as an integral part of the onboarding, and all personnel are followed up with training and awareness. The Code of Conduct is revised and audited by the Board of Directors annually. An important part of good governance is being transparent and proactive regarding any incidents or irregularities that may occur. Cloudberry wants to be made aware of any such irregularities or other concerns regarding the organization and its business and encourages a speak-up culture among its employees. To notify misconduct observed with the Group, an independent and anonymous reporting channel is abailable on our website. There were no whistleblowing reports and no instances or suspicion of corruption or fraud raised during 2022. Cloudberry provides details of its sustainability work in its Annual Report and specifically in the sustainability and corporate governance sections. Cloudberry’s reporting requirements under section 3-3 a and c of the Norwegian Accounting Act are as such addressed in this section. Financial Performance Financial summary In 2022 Cloudberry has grown significantly. The proportionate production more than doubled compared to 2021, while the consolidated revenues increased ~400%, on the back of a 50% increase in the balance sheet. The group has a strong financial position and is fully financed for ~1TWh in run-rate production.
23 Cloudberry Annual report 2022 Board of Directors report The year started with the completion of the acquisition of Captiva, establishing the fourth business segment Operations to support and develop the remaining Cloudberry segments. The acquisition enabled all Cloudberry assets to be manged inhouse. Further, Captiva strengthened Cloudberry’s capabilities within development of renewable assets, especially within hydro power. The Production portfolio grew during 2022 after closing several acquisitions. In addition, both power production and revenue were continuously ramped up as the wind assets Odal and Hån came into full operation. By year end the production portfolio, including assets under construction, consisted of 28 hydropower assets and 51 wind turbines (in four projects), wholly or partially owned. The Development segment achieved several milestones through the fiscal year. Most importantly Hån was finalized on time and on budgets and started in November to generate revenues through its commissioning period. Hån was the first wind farm in the portfolio that was overseen by Cloudberry from early-stage development through construction. The project was in Q3 2022 sold to the Production segment. Further, the Development segment secured two new projects: Sundby Vindpark (Kafjärden) and Munkhyttan, and in December Cloudberry took final investment decision on Sundby where Cloudberry plans to install 32.4 MW. The project is expected to have first power by the end of 2023. In addition, the development segment farmed-down the shallow-water project Stenkalles, bringing in Hafslund as a 50% strategic partner. Hafslund has an experienced organization, strong balance sheet and operational know-how which is expected to help improve the project economics and reduce risk. The corporate segment had an active year in 2022. Among other activities, In September Cloudberry raised NOK 800 million through a private placement, and published an updated Prospectus, which was approved by the Financial Supervisory Authority of Norway in December. By year-end 2022, the total equity of Cloudberry was NOK 3 794m (NOK 2 636m at the end of 2021). The Group has a robust balance sheet with low debt, strong cash position and is fully funded for a portfolio of ~1 TWh. Key figures The below information describes the operations of the consolidated Group in 2022, with the corresponding figures for 2021 in brackets. Figures are presented in NOK million. Profit and loss Profit before tax was NOK 122m (NOK -64m). This comprises reported total revenues of NOK 217m (NOK 41m) from sale of power related products, Financial summary 2022 2021 Operating revenues NOK million 217 41 EBITDA NOK million 151 (32) Profit for the year NOK million 122 (63) Total assets NOK million 4 603 3 118 Cash NOK million 1 538 1 115 Net interest bearing debt NOK million (1 200) (811) Total equity NOK million 3 794 2 636 Equity share % 82% 85% Producing during the year 1 GWh 268 117 Secured portfolio (Producing and under construction) MW 188 150 Secured portfolio (construction permit) MW 128 160 Secured portfolio (Backlog) MW 420 370 1 Includes proportionate share of production from associated companies.
Cloudberry Annual report 2022 Board of Directors report 24 asset management-, digital- and consultancy services and other income. Operating expenses were NOK -186m (NOK -89m), share of profit from associated companies was NOK 120m (NOK 16m), depreciations and amortization were NOK -35m (NOK -10m) and net finance items were NOK -6m (NOK -22m). EBITDA was NOK 151m (NOK -32m), and EBIT was NOK 116m (NOK -41m). Profit after tax for the year was NOK 122m (NOK -63m). Other comprehensive income consists mainly of items that may subsequently be reclassified to profit and loss and amounts to NOK 101m (NOK -7m). This relates to movements of cash flow hedges with tax effects and foreign currency translation differences. Total comprehensive income was NOK 223m (NOK -70m), of which NOK 219m was attributable to Cloudberry shareholders, while NOK 3m was attributable to non-controlling interests. The total income of NOK 223m is expected to be allocated to retained earnings. Cashflow Cash flow from operating activities for the year was NOK 43m (NOK -61m). Cash flow from investing activities was NOK -379m (NOK -838m). Cash flow from financing activities amounted to NOK 760m (NOK 1 411m). For details, please see the consolidated statement of cash flows in the Group consolidated financial statements. At year-end, cash and cash equivalents were NOK 1 538m (NOK 1 115m). Financial position Total assets at year-end were NOK 4 603m (NOK 3 118m). The increase from last year primarily reflects acquisitions, business combinations and capital raises. Non-current assets totalled NOK 2 821m (NOK 1 735m) consisting of investment in producing assets and associated companies, while current assets were NOK 1 782m (NOK 1 383m), mainly project inventory, other current assets and cash, and cash equivalents. Total equity was NOK 3 794m (NOK 2 636m) at year end, corresponding to an equity ratio of 82% (85%). Total liabilities were NOK 808m (NOK 482m), with NOK 283m (NOK 91m) due within 12 months. Segments Cloudberry reports its operations in four segments, Production, Development, Operations and Corporate. Operations was established with the acquisition of Captiva in January 2022. Production Cloudberry Production owns long-term yielding hydro and wind assets in Norway, Sweden and soon Denmark pending Governmental approval of the Odin acquisition. Electricity is primarily sold through the spot market Nordpool, but also through bilateral agreements. Producing assets are entitled to electricity certificates and guarantees of origin. Production, segment 2022 2021 Total revenue NOK million 402 77 EBITDA NOK million 262 43 Production (proportionate) GWh 268 117 Production capacity year-end MW 148 58 Secured portfolio (Producing & under construction) MW 188 150 Main activities The focus during 2022 has been on increasing production volumes and continuous streamlining and improving the operational platform. Key events over the year: · Hån reached commercial operating date and was in Q3 sold from the Development to the Production segment. By year end Hån was in full production. · Odal Vind reached full operation after having taken over all turbines through the year. All turbines are operational by year end, except for the one turbine that needs to change its gearbox and main bearing. Due to long lead time on spare parts the gear box and main bearing will be changed during summer 2023. This is covered by Siemens guarantees.
25 Cloudberry Annual report 2022 Board of Directors report · The acquisitions of the hydropower plants Tinnkraft, Ramsliåna and Bøen were all completed and are currently in full production · A share purchase agreement for Øvre Kvemma Kraftverk was entered into. Financial close is expected during the first half of 2024 when the construction of the power plant is completed and tested. · The hydropower plants in Skåråna Kraft were connected to the grid in the third quarter of 2022 after a delay caused by 3rd party grid owner. The plants are by year end in full and stable production · The share purchase agreement for Odin Energy was entered into subsequent to the balance sheet date. Please see subsequent events for more information Power production Cloudberry’s proportionate power production grew from 117 GWh to 268 GWh during the year. Based on the current production portfolio, Cloudberry estimates an annual run-rate production of ~500 GWh, and up to ~800 GWh per year including the Odin portfolio. Development Cloudberry Development has a significant onshore and offshore development portfolio with renewable assets in the Nordics. Since inception, eleven projects have been fully developed and sold to infrastructure investors and European insurance companies. Going forward Cloudberry has the option to either sell, farm-down or maintain in-house projects for long-term cash flow. In 2022, the main activities have been focused on growing the portfolio and moving existing projects in the portfolio forward. With the acquisition of Captiva in January 2022, further resources within hydro development and procurement and construction of wind projects have joined the Cloudberry team. Development, segment 2022 2021 Total revenue NOK million 207 6 EBITDA NOK million 177 (30) Construction permits MW 128 160 Backlog MW 420 370 Key events over the year: · Completion of the Hån project on time and budget during the fourth quarter. All turbines were taken over from Vestas in December. · Cloudberry has taken the final investment decision on Kafjärden (renamed Sundby Windpark AB) and signed a turbine agreement with Vestas. Cloudberry plans to install 32.4 MW (9 Vestas turbines with an effect of 3.6 MW each). The project was then moved from projects with construction permits, into projects under construction. · Farm-down on the shallow-water project Stenkalles, brining in Hafslund as a 50% strategic partner in order to improve the project economics and reduce risks. The project received two-year extension during 2022 giving the project team time to further optimize the project. · Cloudberry has per year end an exclusive backlog of 420 MW (480 MW at the reporting date). The company has ongoing dialogue with landowners, municipalities and grid companies to clarify opportunities for new wind power projects. · In 2022 the segment has scaled up both onshore and off-shore with projects and new employees. Charlotte Bergquist is now heading the Development segment with an increased focus on shallow-water projects. · In addition to the onshore activities, we are actively working on shallow water projects in the Baltic Sea. It is a long-term goal to have a shallow-water project portfolio of > 2,500 MW in the Baltic Sea by 2030. Operations The segment Operations includes the activities organized in the Captiva Group. The segment was established after completion of the acquisition of Captiva in January. Captiva is an asset manager and operator of wind and hydro assets in the Nordics with more than 15 years of experience in the industry. Cloudberry is currently a 60% owner of Captiva with the option to purchase 100% of the business by 2025 (the remaining 40% is owned by the management of Captiva). Captiva has organized its business into management services and digital solutions. Operations, segment 2022 2021 Total revenue NOK million 38 N/A EBITDA NOK million 4 N/A
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