Nasdaq Nordic · annual-report
Årsredovisning 2024
317691 tecken · 2 HTML-del(ar)
Automatiskt nyckeltalsindex
Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.
Omsättning
- • Reached the ready-to-permit milestone for the Company’s first large-scale project in the UK, a 1.4 GW solar and 500 MW | battery project, and initiated a sales process to assess divestment options. | • Achieved carbon neutrality for Scope 1 and 2 carbon emissions.
- Consolidated financials | Revenue 25.7 28.0 | EBITDA -1.6 -5.1
- Operating expenses per MWh – EUR 17 18 | Revenue 30.7 36.2 | EBITDA 7.0 5.3
- Proportionate financials | Revenue and results | In addition to the consolidated financial reporting in line with IFRS, the Group provides proportionate financial reporting, which
- Operating expenses per MWh – EUR 17 18 | Revenue 30.7 36.2 | Other income 11.4 0.8
- farm for commercial operations at the end of 2023. | Proportionate revenue and other income | Proportionate revenues amounted to MEUR 30.7 (MEUR 36.2) for the year and were mainly impacted by lower electricity prices
- the impact of negatively priced hours and unlock alternative | revenue streams, which will be even more important in the future. | Our strategic focus remains on expanding our portfolio of cash-
- German teams are rapidly reaching key milestones, and we | expect to see results from project sales throughout 2025, with a | material pipeline of opportunities to follow. We have now passed
EBITDA
- Proportionate financials | • Achieved electricity price amounted to EUR 34 per MWh, which resulted in a proportionate EBITDA of MEUR 7.0. | • Reduced the proportionate net debt through the sale of the Leikanger hydropower plant, with a net debt amounting to
- Revenue 25.7 28.0 | EBITDA -1.6 -5.1 | Operating profit (EBIT) -17.5 -17.0
- Revenue 30.7 36.2 | EBITDA 7.0 5.3 | Operating profit (EBIT) -12.9 -11.0
- G&A expenses 1 -19.8 -18.2 | EBITDA 7.0 5.3 | Depreciation -19.9 -16.3
- a non-cash expense for long-term incentive plans of MEUR 3.4 (MEUR 2.3) for the year. | Proportionate EBITDA amounted to MEUR 7.0 (MEUR 5.3) for the year and was impacted by an accounting profit of MEUR 10.9 made | on the sale of the Leikanger hydropower plant, which is included in other income. The year was characterised by lower electricity
- Revenue and results | EBITDA for the year amounted to MEUR -1.6 compared to | MEUR -5.1 in the previous year and included an accounting
- data on page 79 of this report. They consist of minimum liquidity (cash and cash equivalents plus available funds under credit | facilities) and Debt Service Cover Ratio (ratio of proportionate EBITDA adjusted for certain non-cash expenses to debt service). | The Company met all its financial covenant obligations during the year.
- Operating expenses -15.3 -13.5 | EBITDA 7.0 5.3 | Operating profit (EBIT) -12.9 -11.0
Rörelseresultat
- EBITDA -1.6 -5.1 | Operating profit (EBIT) -17.5 -17.0 | Net result -13.3 -7.6
- EBITDA 7.0 5.3 | Operating profit (EBIT) -12.9 -11.0 | 1 Proportionate financials represent Orrön Energy’s proportionate ownership (net) of assets and related financial results, including joint ventures. For more
- Depreciation -19.9 -16.3 | Operating profit/loss (EBIT) -12.9 -11.0 | 1 Includes legal and other fees of MEUR 7.2 (MEUR 7.1) incurred for the defence of the Company and its former representatives in the Sudan legal case and
- Share in result of associates and joint ventures 2 -6.0 -2.7 | Operating profit/loss -17.5 -17.0 | Finance income 3 5.3 6.3
- Depreciation -7. 3 -7. 3 – -1.3 | Operating profit -2.6 1.9 – 5.2 | Net financial items -9.1 -8.4 – -2.7
- Interest rate exposure | The following table summarises the effect that a change in interest rate would have on operating profit for the year ended | 31 December 2024.
- General and administration expenses -187.9 -192.5 | Operating profit/loss -144.1 -150.6 | Finance income 1 125.6 186.3
- EBITDA 7.0 5.3 | Operating profit (EBIT) -12.9 -11.0 | Net cash (-) / Net debt (+) 65.0 92.4
Periodens resultat
- Income tax | Income tax representing a net income amounted to MEUR 6.0 | (MEUR 11.5) for the year and is detailed in Note 5. This amount
Resultat per aktie
- Net result -13.3 -7.6 | Earnings per share – EUR -0.05 -0.03 | Earnings per share diluted – EUR -0.05 -0.03
- Earnings per share – EUR -0.05 -0.03 | Earnings per share diluted – EUR -0.05 -0.03 | Proportionate financials 1
- - Note 12.3 – Retained earnings 56 | - Note 12.4 – Earnings per share 57 | - Note 13 – Interest bearing loans and borrowings 57
- -13.3 -7.6 | Earnings per share – EUR 1 12.4 -0.05 -0.03 | Earnings per share diluted – EUR 1 12.4 -0.05 -0.03
- Earnings per share – EUR 1 12.4 -0.05 -0.03 | Earnings per share diluted – EUR 1 12.4 -0.05 -0.03 | 1 Based on net result attributable to shareholders of the Parent Company.
- 57 | Note 12.4 – Earnings per share | 2024 2023
- Weighted average number of shares of the year 285,918,085 285,924,614 | Earnings per share, EUR -0.05 -0.03 | Note 13 – Interest bearing liabilities
- EUR | Earnings per share -0.05 -0.03 | Earnings per share – diluted -0.05 -0.03
Kassaflöde
- Companies. Orrön Energy’s core portfolio consists of high quality, | cash flow generating assets in the Nordics, coupled with greenfield | growth opportunities in the Nordics, the UK, Germany, and France.
- 2024. | Cash flow and investments | Cash flow from operating activities
- Cash flow and investments | Cash flow from operating activities | Net cash flows from operating activities amounted to
- payments from joint ventures of MEUR 13.1. | Cash flow from investing activities | Cash flows from investing activities amounted to MEUR 32.6
- farms in Sweden. | Cash flow from financing activities | Cash flows from financing activities amounted to
- statement, statement of comprehensive income, balance | sheet, statement of cash flow, statement of changes in equity | and related notes, which are presented in Euro on pages
- The Parent Company’s income statement, balance sheet, | statement of cash flow, statement of changes in equity, and | related notes presented in Swedish Krona can be found on
- interest rates risks affects the Company’s earnings and | cash flow potential. A foreign exchange risk exists in relation | to market fluctuations of foreign currencies, given that the
Likvida medel
- is held by a subsidiary. | Cash and cash equivalents amounted to MEUR 17.6 compared | to MEUR 21.8 at year-end 2023.
- Other current financial assets 8, 10 14.5 5.7 | Cash and cash equivalents 17.6 21.8 | 38.9 36.7
- Total cash flows from financing activities -30.1 57.7 | Change in cash and cash equivalents -3.8 -5.9 | Cash and cash equivalents at the beginning of the year 21.8 26.9
- Change in cash and cash equivalents -3.8 -5.9 | Cash and cash equivalents at the beginning of the year 21.8 26.9 | Currency exchange difference in cash and cash equivalents -0.4 0.8
- Cash and cash equivalents at the beginning of the year 21.8 26.9 | Currency exchange difference in cash and cash equivalents -0.4 0.8 | Cash and cash equivalents at the end of the year 17.6 21.8
- Currency exchange difference in cash and cash equivalents -0.4 0.8 | Cash and cash equivalents at the end of the year 17.6 21.8 | 1 Includes acquisitions of renewable energy assets and funding of joint ventures.
- expected life of the financial liability, or a shorter period where appropriate and is continuously reassessed. | Cash and cash equivalents | Cash and cash equivalents include cash at bank, cash in hand and interest bearing securities with original maturities of three
- Cash and cash equivalents | Cash and cash equivalents include cash at bank, cash in hand and interest bearing securities with original maturities of three | months or less.
Nettoskuld
- • Achieved electricity price amounted to EUR 34 per MWh, which resulted in a proportionate EBITDA of MEUR 7.0. | • Reduced the proportionate net debt through the sale of the Leikanger hydropower plant, with a net debt amounting to | MEUR 65 per year-end 2024 with significant liquidity headroom available through the MEUR 170 revolving credit facility.
- Company with an attractive valuation allowing a significant | reduction in net debt and recycling of capital into further | accretive acquisitions of operating assets. The Company has
- Cash flow from operating activities | Net cash flows from operating activities amounted to | MEUR -6.3 (MEUR 15.5) for the year. Cash flows from operating
- 1.9 compared to MEUR 2.7 at year-end 2023. | The Company’s net debt amounted to MEUR 66.6 compared | to MEUR 93.7 at year-end 2023.
- • Negotiating and completing the acquisition of an early-stage portfolio of wind and battery projects in Finland. | • Negotiating and completing the sale of the Leikanger hydropower plant at a value accretive price, reducing net debt | significantly.
- facilities, repay debt, or other activities as appropriate. Group management continuously monitors and manages the Group’s | net cash/net debt position in order to assess the requirement for changes to the capital structure to meet objectives and to | maintain flexibility and monitors capital. Net cash/net debt is calculated as interest bearing loans and borrowings less cash and
- net cash/net debt position in order to assess the requirement for changes to the capital structure to meet objectives and to | maintain flexibility and monitors capital. Net cash/net debt is calculated as interest bearing loans and borrowings less cash and | cash equivalents. Orrön Energy is not subject to any externally imposed capital requirements.
- cash equivalents. Orrön Energy is not subject to any externally imposed capital requirements. | Net cash / Net debt | MEUR 2024 2023
Antal aktier
- The shares of Orrön Energy are listed on Nasdaq Stockholm. | The total number of shares is 285,905,187. Each share has | a quota value of SEK 0.01 (rounded-off) and the registered
- and sales of shares in Orrön Energy on Nasdaq Stockholm, | where the number of shares repurchased shall be limited | so that shares held in treasury from time to time do
- in capital | Number of shares | Par value
- each (rounded off). All shares are ordinary shares with equal right to dividends. | During the year, the number of shares and votes in the Company decreased following the retirement of 19,427 of the Company’s | own shares as resolved upon during an Extraordinary General Meeting (EGM) held on 7 August 2024. The shares were received
- Net result attributable to shareholders of the Parent Company, MEUR -13.4 -7.6 | Weighted average number of shares of the year 285,918,085 285,924,614 | Earnings per share, EUR -0.05 -0.03
- EBITDA per share – diluted -0.01 -0.02 | Number of shares issued at period end 285,905,187 285,924,614 | Number of shares in circulation at period end 285,905,187 285,924,614
- Number of shares issued at period end 285,905,187 285,924,614 | Number of shares in circulation at period end 285,905,187 285,924,614 | Weighted average number of shares for the period 285,918,085 285,924,614
- Number of shares in circulation at period end 285,905,187 285,924,614 | Weighted average number of shares for the period 285,918,085 285,924,614 | Weighted average number of shares for the period – diluted 293,520,419 288,526,711
Antal anställda
- Orrön Energy’s Code of Conduct underscores the | commitment of the Company, its employees, contractors, | and business partners to uphold high ethical standards
- value chains. The Company’s stakeholders include, but are | not limited to, shareholders, employees, the Board, local | communities, landowners, partners, utilities, regulators,
- interests of internal and external stakeholders such as | employees, shareholders, lenders, industry organisations, | landowners, local communities and regulators.
- and reduce waste. | • Safe operations: Ensure health and safety of employees, | contractors and safeguard local communities.
- Company maintains a strong focus on the health and safety | of both employees and contractors. It is the Company’s | responsibility to identify and mitigate potential risks, and to
- environment. The Company’s aim is to achieve zero serious | incidents, for all employees and contractors. | Health and safety 2024 2023
- Health and safety 2024 2023 | Employees | Work-related injuries 0 0
- Energy values diversity and recognises the benefits of | attracting a broad pool of qualified employees, encouraging | employee retention and building high performance teams.
Fulltext
Dokumentet är delat för att hålla varje sida lätt att hämta. Del 1 · Del 2
===== SIDA 1 =====
2024
ANNUAL and
SUSTAINABILITY
Report
===== SIDA 2 =====
2
Annual and
Sustainability
Report 2022
Annual and
Sustainability
Report 2024
Introduction
Highlights 2024 2
Words from the CEO 4
Letter from the Chair 5
Directors’ Report
Corporate structure 6
Operational and financial review 7
Share information 10
Sustainability Report 11
Risk management 21
Corporate Governance Report 24
Financial Statements and Notes
Financial statements of the Group 37
Notes to the financial statements of the Group 43
Financial statements of the Parent Company 65
Notes to the financial statements of the
Parent Company 71
Board assurance 74
Auditor’s report 75
Additional Information
Key financial data 79
Alternative performance measures 80
Definitions and abbreviations 82
Shareholders’ information 83
This report constitutes the Annual and Sustainability
Report for Orrön Energy AB (publ), company registration
number 556610-8055. All numbers and updates in this
report relate to the financial year 2024, unless otherwise
specified. Amounts from 2023 are presented in brackets.
This Annual and Sustainability Report describes Orrön
Energy’s financial performance and contribution
to sustainability and consists of pages 6–74. The
Directors’ Report comprises pages 6–36. Orrön Energy’s
Sustainability Report as required by Chapter 6 section 11
of the Swedish Annual Accounts Act, is presented on
pages 11–20.
The English version of this report is a translation of the
Swedish original.
References to “Orrön Energy” or “the Company”
pertain to the Group in which Orrön Energy AB (publ)
is the parent company or to Orrön Energy AB (publ),
depending on the context.
===== SIDA 3 =====
1
Creating value through the
energy transition
Orrön Energy is an independent, publicly listed (Nasdaq Stockholm:
“ORRON”) renewable energy company within the Lundin Group of
Companies. Orrön Energy’s core portfolio consists of high quality,
cash flow generating assets in the Nordics, coupled with greenfield
growth opportunities in the Nordics, the UK, Germany, and France.
With significant financial capacity to fund further growth and
acquisitions, and backed by a major shareholder, management
and Board with a proven track record of investing into, leading, and
growing highly successful businesses, Orrön Energy is in a unique
position to create shareholder value through the energy transition.
===== SIDA 4 =====
2
• Strengthened the balance sheet following the sale of the Leikanger hydropower plant for MEUR 53 in April 2024, and replaced
half of the production sold through acquisitions at a lower unit cost, demonstrating a highly accretive recycling of capital.
• Power generation amounted to 907 GWh for 2024, representing a 19 percent increase compared to 2023. The increase was
primarily driven by full-year production from the Karskruv wind farm, partly offset by voluntary production curtailments and
lower-than-average wind speeds during the year.
• Added 50 GWh of annual long-term proportionate power generation through acquisitions in 2024, reflecting a five percent
increase in long-term proportionate power generation.
• Reached the ready-to-permit milestone for the Company’s first large-scale project in the UK, a 1.4 GW solar and 500 MW
battery project, and initiated a sales process to assess divestment options.
• Achieved carbon neutrality for Scope 1 and 2 carbon emissions.
Consolidated financials
• Cash flows from investing activities amounted to MEUR 32.6 and was positively impacted by the sale of the Leikanger
hydropower plant in the second quarter.
• Cash flows from operating activities amounted to MEUR -6.3.
Proportionate financials
• Achieved electricity price amounted to EUR 34 per MWh, which resulted in a proportionate EBITDA of MEUR 7.0.
• Reduced the proportionate net debt through the sale of the Leikanger hydropower plant, with a net debt amounting to
MEUR 65 per year-end 2024 with significant liquidity headroom available through the MEUR 170 revolving credit facility.
Financial Summary
Orrön Energy owns renewables assets directly and through joint ventures and associated companies and is presenting
proportionate financials to show the net ownership and related results of these assets. The purpose of the proportionate reporting
is to give an enhanced insight into the Company’s operational and financial results.
Expressed in MEUR 2024 2023
Consolidated financials
Revenue 25.7 28.0
EBITDA -1.6 -5.1
Operating profit (EBIT) -17.5 -17.0
Net result -13.3 -7.6
Earnings per share – EUR -0.05 -0.03
Earnings per share diluted – EUR -0.05 -0.03
Proportionate financials 1
Power generation (GWh) 907 765
Average price achieved per MWh – EUR 34 47
Operating expenses per MWh – EUR 17 18
Revenue 30.7 36.2
EBITDA 7.0 5.3
Operating profit (EBIT) -12.9 -11.0
1 Proportionate financials represent Orrön Energy’s proportionate ownership (net) of assets and related financial results, including joint ventures. For more
details on the alternative performance measures, presented in addition to the consolidated financial reporting in line with IFRS, see section Key Financial
Data on page 79.
INTRODUCTION
Highlights 2024
===== SIDA 5 =====
3
Proportionate financials
Revenue and results
In addition to the consolidated financial reporting in line with IFRS, the Group provides proportionate financial reporting, which
forms part of the alternative performance measures that the Group presents. Proportionate reporting is aligned with the Group’s
internal management reporting, analysis, and decision making.
Proportionate financials represent Orrön Energy’s proportionate share of all the entities in which the Group holds an ownership.
This is different to the consolidated financial reporting under IFRS, where the results from entities in which the Group holds an
ownership of 50 percent or less are not fully consolidated but instead reported on one line, as share in result from associates
and joint ventures. All entities in which the Group holds an ownership of more than 50 percent are fully consolidated in the
financial reporting presented under IFRS.
Expressed in MEUR 2024 2023
Power generation (GWh) 907 765
Average price achieved per MWh – EUR 34 47
Operating expenses per MWh – EUR 17 18
Revenue 30.7 36.2
Other income 11.4 0.8
Operating expenses -15.3 -13.5
G&A expenses 1 -19.8 -18.2
EBITDA 7.0 5.3
Depreciation -19.9 -16.3
Operating profit/loss (EBIT) -12.9 -11.0
1 Includes legal and other fees of MEUR 7.2 (MEUR 7.1) incurred for the defence of the Company and its former representatives in the Sudan legal case and
a non-cash expense for long-term incentive plans of MEUR 3.4 (MEUR 2.3) for the year.
Proportionate EBITDA amounted to MEUR 7.0 (MEUR 5.3) for the year and was impacted by an accounting profit of MEUR 10.9 made
on the sale of the Leikanger hydropower plant, which is included in other income. The year was characterised by lower electricity
prices compared to the previous year, partly offset by increased power generation following the takeover of the Karskruv wind
farm for commercial operations at the end of 2023.
Proportionate revenue and other income
Proportionate revenues amounted to MEUR 30.7 (MEUR 36.2) for the year and were mainly impacted by lower electricity prices
compared to the previous year, partly offset by increased power generation following the takeover of the Karskruv wind farm for
commercial operations at the end of 2023. The Leikanger hydropower plant contributed with MEUR 3.6 to the Group’s revenues in
the previous year and as a result of the reclassification of the Company’s 50 percent interest in the Leikanger hydropower plant
from investment in associates and joint ventures to asset held for sale in January 2024, no share in the result from this asset has
been recognised for the year. The result generated during January, before the reclassification, was not material.
Proportionate other income amounted to MEUR 11.4 (MEUR 0.8) and included a profit of MEUR 10.9 made on the sale of the
Leikanger hydropower plant in April 2024.
Proportionate operating expenses
Proportionate operating expenses amounted to MEUR 15.3 (MEUR 13.5) for the year with the increase compared to the previous
year mainly explained by the takeover of the Karskruv wind farm for commercial operations at the end of 2023.
INTRODUCTION | Highlights
===== SIDA 6 =====
4
2024 marks another year of good progress,
despite challenging market conditions.
We increased our long-term annual power
generation through accretive acquisitions
in Sweden, strengthened our balance
sheet with the sale of the Leikanger
hydropower asset, and reached ready-to-
permit for our first large-scale solar and
battery project. With this as a backdrop,
2025 is set to be an exciting year on many
fronts, as we are poised to realise value
from our greenfield pipeline and continue
growing the business.
As we exit 2024, Orrön Energy is well-positioned for growth,
supported by a long-life asset base, a strong balance sheet
and a number of greenfield projects reaching key milestones
and entering the monetisation phase. With a solid financial
foundation and a pipeline of opportunities ahead, we remain
well positioned to grow our business organically while targeting
value accretive acquisitions.
The renewable energy industry faced headwinds in 2024, as
continued elevated interest rates, inflation, and periods of low
electricity prices led to downward pressures on valuations
and stock prices across the sector. Uncertainty in the US and
political shifts across Europe further negatively impacted
investor confidence regarding the pace and support for the
energy transition. However, the long-term fundamentals for
renewable energy remain strong, where onshore wind and solar
continue to have the lowest breakeven cost by a significant
margin compared to other energy sources. Despite political or
economic headwinds, these investments are poised to stand
the test of time.
Our operational portfolio in the Nordics continues to form the
foundation of the Company, providing long-term cash-flow
to our business. While market conditions were challenging
during the year, it also provided opportunities for acquisitions.
In 2024, we increased our long-term power generation by five
percent, adding over 50 GWh of long-term proportionate power
generation through acquisitions in the SE3 and SE4 price regions
at a cost of less than 0.5 MEUR per MW. Beyond acquisitions, we
are also focused on maximising the value of our operational
assets. In response to the volatile market conditions experienced
in 2024, we initiated voluntary production curtailments across our
portfolio and started providing ancillary services to the market via
some of our windfarms. These initiatives have helped us reduce
the impact of negatively priced hours and unlock alternative
revenue streams, which will be even more important in the future.
Our strategic focus remains on expanding our portfolio of cash-
generating assets and optimising their performance to drive
long-term power generation growth.
In 2024, our proportionate power generation amounted to 907
GWh, which was around 20 percent higher than 2023, mainly due
to the full-year contribution from the Karskruv wind farm. Power
generation during the year was around 10 percent lower than
our long-term forecast, impacted by lower-than-average wind
speeds and voluntary production curtailments during periods
of low electricity prices. Our assets maintained high availability
throughout the year, highlighting their strong generation capacity.
We hope to see more normalised weather conditions in 2025,
having experienced four consecutive years of wind speeds below
historical averages. Taking into account the variability in weather,
our 2024 acquisitions, and potential curtailments, we expect our
power generation in 2025 to be between 900 and 1,050 GWh,
giving some margin both for weather and market conditions.
In 2024, we continued advancing our greenfield platform and
achieved a key milestone by having our first large-scale solar
and battery project in the UK reaching the ready-to-permit stage,
with projects in our German portfolio close to reaching the same
milestone. Our strategy is to divest projects at an early stage,
and I expect that we will start seeing the first results from this
over the coming year. With a large-scale pipeline of projects, this
represents a significant value opportunity that has the potential to
be transformative for the Company.
We remain in a financially robust position, with liquidity headroom
exceeding MEUR 100. Our strong balance sheet enables us to
capitalise on value-accretive opportunities as they arise, while
focusing on strategic decisions that will drive long-term value for
our shareholders. Our full-year expenditure guidance for 2025
is largely in line with 2024 and the business strategy remains
unchanged as we enter the new year.
Important milestones ahead
The next two years mark an important period for Orrön Energy.
The Nordic business continues to grow organically with a good
pipeline of projects, 1,000 GWh of long-term proportionate power
generation and plenty of acquisition opportunities. The UK and
German teams are rapidly reaching key milestones, and we
expect to see results from project sales throughout 2025, with a
material pipeline of opportunities to follow. We have now passed
the halfway point of the Sudan legal case, and expect the District
Court trial to finish during the second quarter of 2026, which will
significantly reduce our future legal costs and positively impact
our financial results thereafter. With the end of the Sudan trial
in sight and the core business in good shape, we can now start
developing the next strategic growth chapter for our Company,
and over the next year we will explore new opportunities
to expand our portfolio and unlock additional value for our
shareholders.
I would like to thank our shareholders for their continued support
and look forward to sharing updates on the exciting growth
opportunities that lie ahead of us.
Daniel Fitzgerald
Chief Executive Officer
INTRODUCTION
Words from the CEO
===== SIDA 7 =====
5
The role of renewable energy in mitigating
climate change has never been more
critical. As an operator and developer of
renewable energy, Orrön Energy plays
a key role in driving this transition. By
investing in the lowest-cost technologies
and leveraging its robust balance sheet,
the Company is well-positioned to seize
opportunities in the energy transition and
deliver sustainable, long-term value for
shareholders.
Climate change remains one of the most pressing challenges
of our time, and renewable energy plays a crucial role in
reducing carbon emissions and building a sustainable energy
future. However, at a time when bold action is needed, we
are witnessing a concerning trend as political and corporate
ambitions to drive the energy transition are being scaled back.
It is disappointing to see companies stepping away from their
climate commitments at such a crucial moment. At Orrön
Energy, we remain steadfast in our commitment to continue
investing in renewable energy to both expand our long-term
power generation and increase the scale of renewable energy
through new projects.
Notwithstanding the challenging market conditions in 2024,
we continue to see economic returns from renewable energy
projects. Wind, solar, and batteries remain the most cost-
effective energy sources to develop and operate with the
lowest levelised cost of energy. In every market, irrespective of
the political support and subsidy schemes in place, we cannot
ignore that the cheapest new supply of energy is onshore
renewables and Orrön Energy remains well positioned in this
regard.
In 2024, Orrön Energy continued to deliver against its strategic
goals by reaching key milestones in the greenfield business
and increasing wind power generation in the Nordics, while
reaching key project milestones within the large-scale greenfield
portfolio. The Leikanger sale was a material event for the
Company with an attractive valuation allowing a significant
reduction in net debt and recycling of capital into further
accretive acquisitions of operating assets. The Company has
over 100 MEUR of liquidity headroom at year end 2024 enabling
further growth and investments during countercyclical market
conditions.
In addition to a robust operational portfolio, Orrön Energy’s
balance sheet is a strength in these volatile market conditions. It
enables us to navigate market uncertainties while maintaining
our long-term strategic focus and allows us to take advantage of
opportunities as they arise.
Strong fundamentals for renewable energy
The long-term outlook for renewable energy remains strong,
driven by the global growth in electrification, increasing energy
demand, industrial decarbonisation, and climate policies. Rising
demand from sectors like transportation, industry, data centres,
and AI is further accelerating the need for clean, reliable and
sustainable power. Meeting this demand requires a massive
expansion of renewable energy generation capacity, with wind,
solar, and battery storage playing an important role. At Orrön
Energy, these technologies are our core focus, positioning us for
sustainable growth for decades to come.
Beyond the financial performance, we are also committed
to conducting our business in a responsible and sustainable
manner. Sustainability is at the core of our business, and I am
proud that we are making a significant contribution to mitigating
the effects of climate change. Since inception, the Company has
delivered over 2 TWh of clean energy in the Nordics and with a
large-scale pipeline of greenfield projects, we are safeguarding
a reliable and clean energy supply for future generations. In 2024,
we further reinforced our commitment to a low-carbon future
by achieving carbon neutrality across our operational emissions.
With this step we are not only contributing to the energy
transition through our business activities, but we are also taking
responsibility for our own carbon footprint.
However, our responsibility extends beyond producing and
developing renewable energy—we are doing this with great care
for health, safety, and environmental protection. This is reflected
in our alignment with the EU Taxonomy requirements, which set
high standards for responsible operations.
Sudan Legal Case Nearing Conclusion
More than a year has now passed since the trial began at
the Stockholm District Court against two former Company
representatives regarding Lundin Energy’s legacy operations in
Sudan between 1999 and 2003. Throughout the proceedings,
nothing has altered my firm belief that no wrongdoing was
committed. On the contrary, after following the trial and the
Prosecutor’s case, it is clear that this case is fundamentally
flawed. I am confident that it will result in a full acquittal and
that no forfeiture or corporate fine will be imposed. The trial is
scheduled to finish in the second quarter of 2026, and we look
forward to finally putting this behind us and continuing to build a
company for the future.
I would like to thank all of our shareholders for your support
through these challenging markets and look forward to
continuing to build the Company in 2025.
Grace Reksten Skaugen
Chair of the Board of Directors
INTRODUCTION
Letter from the Chair
===== SIDA 8 =====
6
DIRECTORS’ REPORT
Directors’ Report
Orrön Energy AB (publ) Reg No. 556610-8055
The address of Orrön Energy AB’s registered office is
Hovslagargatan 5, Stockholm, Sweden. Orrön Energy is an
independent renewables company with operations in the
Nordics, the UK, Germany and France. The Parent Company
has no foreign branches.
Changes in the Group
In April 2024, the Company entered into an agreement to sell
its 50 percent interest in the company owning the Leikanger
hydropower plant for an enterprise value of MNOK 613,
approximately MEUR 53, to the existing partner Sognekraft. The
transaction completed in early May 2024 and generated an
accounting profit for the Group of MEUR 10.9, which has been
recognised as other income in the income statement.
In January 2024, the investment in the company owning the
Leikanger hydropower plant was reclassified from investment
in associates and joint ventures to asset held for sale and
the consolidated and proportionate financials have been
presented without any contribution from this asset. The result
generated before the reclassification in January was not
material.
Orrön Energy AB (publ) (SW)
Jurisdiction
Germany
United Kingdom
Finland
France
Sweden
Switzerland
(DE)
(UK)
(FI)
(FR)
(SW)
(CH)
Orrön Energy
Sweden AB
(SW)
Orrön Energy SA
(CH)
Orrön Energy
Finland Holding AB
(SW)
Orrön Energy
Finland Oy
(FI)
Orrön Energy Dévelopement
France SAS
(FR)
Orrön Energieprojekte
GmbH
(DE)
Orrön Energy
Development Ltd
(UK)
Orrön Energy
Greenfield AB
(SW)
Orrön Energy
Finance AB
(SW)
Note: The Group structure shows significant subsidiaries and
joint ventures only.
See the Parent Company Financial Statements Note 8 for full
legal names and all subsidiaries.
Subsidiaries are 100% owned unless otherwise stated.
Orrön Energy
Holding AB (SW)
Metsälamminkangas
Wind Oy
(FI)
Karskruv Vind AB
(SW)
70% 50%
Corporate structure on 31 December 2024
===== SIDA 9 =====
7
DIRECTORS’ REPORT
Operational Review
Operational assets
Orrön Energy’s operating portfolio consists of high-quality,
cash generating renewable energy assets in the Nordics.
The Company’s proportionate power generation for the year
amounted to 907 GWh, which was in line with the updated
outlook. In the third quarter of 2024, the Company updated
and lowered its full-year proportionate power generation
outlook to 900 GWh as a result of lower-than-average wind
speeds and voluntary production curtailments during the first
nine months. The curtailments were implemented to optimise
profitability when electricity prices fell below the variable
production costs. The regional operational performance
described in the following sections is based on this updated
outlook. Power generation is presented on a proportionate
basis which is an alternative performance measure, as
defined in the secion Key Financial Data on page 79.
The Company expects its long-term proportionate power
generation to be around 1,000 GWh, assuming average
long-term meteorological conditions. Considering the
increase in long-term proportionate power generation
through acquisitions in 2024, annual variability in weather
and provision for voluntary curtailments, the expected
proportionate power generation range for 2025 is set
between 900 and 1,050 GWh.
Realised electricity price amounted to EUR 34 per MWh for the
year. Out of the realised electricity price, guarantees of origin
and hedging impact accounted for EUR 2 per MWh for the
year. The Company is awarded and sells guarantees of origin
for all of its power generation, certifying that the electricity
has been produced from renewable energy sources. The
weighted average regional electricity price for the Company’s
proportionate power generation during the year amounted
to EUR 44 per MWh, and the Nordic system price averaged
EUR 36 per MWh. The variance to the Company’s realised
electricity price is explained by ‘capture price discounts’,
which occur in any given period where a majority of power is
generated during periods of low prices relative to the average
spot price for the same period.
Proportionate operating expenses amounted to MEUR 15.3
for the year, which was in line with guidance. Unit operating
expenses amounted to 17 EUR per MWh for the year and
were impacted by lower-than-expected power generation
volumes.
The Company is setting up its largest wind farms to
provide ancillary services to the grid, to create additional
revenue streams alongside traditional power generation.
Metsälamminkangas (MLK) wind farm has been set up for
ancillary services since the third quarter 2024, with revenues
generated during the fourth quarter. Work is progressing to
implement ancillary services on the Karskruv wind farm, and
the Company plans to qualify additional wind power assets to
provide ancillary services to the market.
Sweden
The Company has a diversified portfolio consisting of
ownership in around 200 operational wind turbines in more
than 50 sites across Sweden, which have an estimated
long-term proportionate annual power generation of around
800 GWh and a total net installed capacity of around 300 MW.
A majority of the assets are situated in the SE3 and SE4 price
areas. Availability warranties are in place for a majority of
the Company’s assets, which guarantees the availability
of the turbines and gives the Company protection against
downtime and outages.
The largest producing asset in the Swedish portfolio is the
Karskruv wind farm, which started commercial operations at
the end of 2023. Karskruv wind farm has an estimated long-
term proportionate annual power generation of 290 GWh
in the SE4 price area, which is generated from 20 Vestas
turbines with a total installed capacity of 86 MW. The wind
farm has an availability warranty in place, which guarantees
the availability of the turbines through their operational life of
approximately 30 years and gives the Company protection
against downtime and outages.
Another large production hub for the Company is situated at
Näsudden on Gotland, which is a pioneering region for wind
power in Sweden and where the Company has its operational
office. The production hub consists of ownership in five wind
farms, with a combined estimated long-term proportionate
annual power generation of around 170 GWh in the SE3 price
area.
Power generation from the Swedish portfolio was in line with
the updated outlook.
Finland
The Company owns 50 percent of the MLK wind farm and
100 percent of a 9 GWh wind farm located in Hanko in Finland.
MLK has an estimated long-term annual proportionate
power generation of around 400 GWh, which is generated
from 24 GE turbines with a total installed capacity of 132 MW.
The wind farm has an estimated operational life of around
30 years and has been in operation since the end of March
2022. An availability warranty is in place, which guarantees
the availability of the turbines through their operational life
and gives the Company protection against downtime and
outages.
In February 2024, a fire occurred at one wind turbine at
MLK, which was safely managed with no personal injury or
material environmental impact. The root cause has been
concluded to be a faulty electrical connection linked to
the de-icing system in the affected blade. Inspections and
preventative actions have been taken across all turbines
in the wind farm, where all remaining turbines are fully
operational. The fire damaged turbine will be replaced and
associated costs and lost production are covered under
warranties from the turbine supplier.
Power generation from MLK was in line with the updated
outlook.
Project pipeline
The Company has established a growth platform of
greenfield projects in onshore wind, solar, and batteries, with
the aim of advancing the large-scale projects to key project
milestones and monetise before incurring significant capital
costs.
During the year, the Company expanded its growth platforms
in the Nordics, the UK, Germany, and France, and continued
to mature its long-term project pipeline and growth
opportunities in the operational portfolio. The Company is
active in all stages of the renewable energy lifecycle and
plans to continue advancing its project pipeline.
Greenfield projects
The Company is maturing a 40 GW portfolio of early-stage
greenfield projects in onshore wind, solar, and battery
projects in the Nordics, the UK, Germany and France. These
countries are attractive for renewable energy developments
due to their high ambitions to increase renewable energy
===== SIDA 10 =====
8
generation, strong regulatory support, low political and
operational risk and a robust investor base. The Company’s
greenfield business is led by experienced development
teams, with a proven track record in greenfield project
origination and development in these markets. Final project
realisation will be dependent on a number of factors, such as
permitting, fulfilment of project milestones and commercial
viability. The Company plans to monetise projects throughout
the value chain, depending on market conditions at the
time. For larger projects, the strategy will be to divest before
incurring significant development and construction costs.
Nordics
In the Nordics, the Company is progressing a range of
stand-alone and co-located project opportunities with
an estimated total capacity of around 1 GW, ranging from
early-stage projects in the screening phase, through to
projects with construction permits in place moving towards
investment decisions. This allows the Company to organically
grow its portfolio, optimise power generation, and crystalise
further value from its operational assets, which includes
projects aimed at extending asset lifetimes, re-powering
and consolidation of ownership. The co-located project
opportunities enable the Company to optimise the grid
utilisation, provide ancillary services, and enable new revenue
streams, through adding complementary technology of solar
and battery storage solutions to existing wind power facilities.
In 2024, the Company took key steps to advance project
opportunities within the Nordic portfolio, and at the end of
2024, over 10 percent had successfully reached the ready-to-
permit milestone.
In Sweden, the Company is maturing a greenfield portfolio
consisting of wind, solar, and battery projects. During 2024,
the Company secured building permits for battery projects
and completed its first 1 MW stand-alone battery project in
Vilhelmina. In July 2024, the Company further expanded its
portfolio by acquiring a large greenfield portfolio of early-
stage solar and battery projects from one of Sweden’s
largest private landowners, securing land for developments
in the SE2 and SE3 price areas. Feasibility studies have been
initiated, with plans to further define these projects over the
coming year.
In Finland, the Company is maturing a greenfield portfolio
consisting of wind and battery projects. The greenfield
projects are at an early-stage, and the Company aims to
reach the ready-to-build stage for the first wind project in
2027. Land has been secured for all planned wind turbine and
battery locations.
UK, Germany and France
Since establishing its greenfield business in the UK, Germany,
and France in 2023, the Company has successfully created
a platform for growth, established experienced development
teams and originated a pipeline of large-scale greenfield
solar and battery projects. In the second half of 2024, the
Company entered a new phase of its strategy, focusing
on advancing the existing portfolio of early-stage projects
to more mature stages. In the fourth quarter of 2024, the
Company successfully delivered on this strategy by reaching
ready-to-permit for its first large-scale project in the UK. The
Company has a dynamic approach to realising value from
its portfolio and seeks to explore options to divest projects
throughout the value chain, depending on market conditions
at the time. For the largest projects, the strategy will be to
divest prior to incurring significant construction costs.
UK
In the UK, the Company has been working on progressing its
existing early-stage pipeline, which includes grid connections
totalling 24 GW for solar projects and 12 GW for co-located
battery projects, into more mature stages. During the fourth
quarter, the Company secured additional land and reached
the ready-to-permit milestone for its first large-scale solar
and battery project, a 1.4 GW solar and 500 MW battery
project with a grid connection capacity of 1 GW export and
500 MW import capacity. The project has a grid connection
date in 2034 and qualifies as a Nationally Significant
Infrastructure Project (NSIP). The Company has undertaken
a range of pre-permitting studies, assessing the ability to
obtain a permit for the project with positive indications.
Additionally, a grid connection study showed reasonable
costs to connect to the grid and a site layout study and
energy yield assessment have confirmed the project’s
attractive yield. The project is located in the East Midlands,
which is a prime location for solar development in the UK with
relatively flat topography, sparse population, and good grid
links. As a result of the project having reached the ready-to-
permit milestone, the Company has initiated a sales process
to assess divestment options.
For the wider pipeline of grid connections, there are two key
regulatory reforms ongoing; the Clean Power 2030 Action
Plan and the grid connections reform. The grid connections
reform is designed to reduce the grid connection queue
and provide earlier grid connection dates for mature
projects. The Clean Power 2030 Action Plan introduces zonal
capacity limitations for defined technologies. As part of the
grid connections reform, new grid offers will be awarded
to mature projects meeting the zonal capacity limitations
under the Clean Power 2030 Action Plan, which are subject to
change depending on the evolution of developments in the
UK. The Company continues to monitor these reforms and
aims to ensure that the projects remain well-positioned in
this evolving regulatory landscape. The Company is actively
engaged in the discussion around the ongoing reforms
and the current UK Government has shown strong support
for solar developments, demonstrated by the approval of
several large-scale projects classified as NSIPs since coming
into office in 2024.
Germany
In Germany, the Company has continued to progress its first
projects to more mature stages and is currently engaged
in several processes with local municipalities aimed at
obtaining the necessary approvals required to reach the
ready-to-permit milestones. Alongside this, the Company
has continued its efforts on securing land in targeted regions
and progressing the wider pipeline towards more mature
stages.
France
In France, the Company has secured its first land rights and
are scaling up activities to obtain access to further land
and to progress its first project towards the ready-to-permit
milestone.
DIRECTORS’ REPORT | Operational Review
===== SIDA 11 =====
9
Transactions
Orrön Energy’s strategy is to invest in renewable energy
projects and pursue value accretive opportunities in the
energy transition to grow and optimise its portfolio. In 2024,
the Company added 50 GWh to its long-term annual
proportionate power generation through acquisitions and
increased ownership in wind farms located in the SE3 and
SE4 price areas, reflecting a long-term proportionate annual
power generation growth of five percent. The transactions
were executed on attractive metrics, and at a value of below
MEUR 0.5 per MW installed capacity.
In January 2024, the Company entered into an agreement
to acquire a greenfield portfolio consisting of wind and
battery development projects in Finland, with a total installed
capacity of around 200 MW.
In April 2024, the Company entered into an agreement
to sell its 50 percent interest in the company owning the
Leikanger hydropower plant for an enterprise value of
MNOK 613, approximately MEUR 53, to the existing partner
Sognekraft. The transaction completed in early May 2024. In
January 2024, the investment in the company owning the
Leikanger hydropower plant was reclassified from investment
in associates and joint ventures to asset held for sale and
the consolidated and proportionate financials have been
presented without any contribution from this asset. The result
generated before the reclassification in January was not
material.
In July 2024, the Company entered into an agreement
with one of the largest landowners in Sweden to acquire a
portfolio consisting of early-stage solar and battery projects
in the SE2 and SE3 price areas, with a total installed capacity
of around 500 MW.
Between June and September 2024, the Company entered
into agreements to acquire additional ownership shares in
the Stugyl wind farm, located in the SE3 price area. These
acquisitions are expected to add around 19 GWh of long-
term annual proportionate power generation.
Between June and December 2024, the Company acquired
shares in Slättens Vind AB (publ), a company with wind farms
in the SE3 price area, leading to an ownership of around
24 percent at the end of the year. The shareholding adds
around 12 GWh of long-term annual proportionate power
generation.
In October 2024, the Company entered into an agreement
to acquire additional ownership shares in the Klinte and
Långås wind farms, located in the SE3 and SE4 price areas.
This acquisition adds around 6 GWh of long-term annual
proportionate power generation.
In December 2024, the Company entered into an agreement
to acquire additional ownership shares in the Storugns,
Kulle, and Klinte wind farms, located in the SE3 price area.
The acquisition adds around 13 GWh of long-term annual
proportionate power generation.
Transactions after year-end
In January 2025, the Company entered into agreements
to increase the proportionate ownership in the Stugyl
and Näsudden wind farms, located in the SE3 price area.
These acquisitions add around 4 GWh of long-term annual
proportionate power generation.
Revenue and results
EBITDA for the year amounted to MEUR -1.6 compared to
MEUR -5.1 in the previous year and included an accounting
profit of MEUR 10.9 from the sale of the Leikanger hydropower
plant, which has been included in other income.
Revenue and other income
Revenue for the year amounted to MEUR 25.7 (MEUR 28.0) and
was impacted by lower electricity prices than in the previous
year, partly offset by increased power generation following
the takeover of the Karskruv wind farm for commercial
operations at the end of 2023. The sale of the Leikanger
hydropower plant generated an accounting profit for the
Group of MEUR 10.9, which has been recognised as other
income.
As a result of the reclassification of the Company’s
50 percent interest in the Leikanger hydropower plant,
no share in result from associates and joint ventures has
been recognised for this asset during the year. The result
generated before the reclassification in January was not
material.
Operating expenses
Operating expenses amounted to MEUR 12.5 (MEUR 12.6) for
the year.
General and administration expenses
General and administration expenses amounted to MEUR 19.8
(MEUR 18.2) for the year, including MEUR 7.2 (MEUR 7.1) for legal
and other fees incurred for the defence of the Company
and its former representatives in the Sudan legal case. A
non-cash expense of MEUR 3.4 (MEUR 2.3) relating to long-
term incentive plans is part of the overall general and
administration expenses recorded during the year.
Share in result from associates and joint ventures
Share in result from associates and joint ventures amounted
to MEUR -6.0 (MEUR -2.7) for the year and is detailed in note
2. Orrön Energy’s portion of the results in the 50 percent
owned joint venture MLK wind farm amounted to MEUR -5.8
(MEUR -3.2) and the share in result from other associates
and joint ventures amounted to MEUR -0.2 (MEUR 0.2). The
previous year was impacted by a positive contribution of
MEUR 0.3 from the Leikanger hydropower plant.
As a result of the reclassification of the Company’s
50 percent interest in the Leikanger hydropower plant from
investment in associates and joint ventures to asset held
for sale in January 2024, no share in result from associates
and joint ventures has been recognised for this asset during
the year. The result generated before the reclassification in
January was not material.
Associates and joint ventures are consolidated through the
equity method and the net result of these entities is therefore
recognised as a single line item in the income statement.
Net financial items
Finance income amounted to MEUR 5.3 (MEUR 6.3) for the
year and is detailed in note 3. Interest income of MEUR 5.3
(MEUR 5.9) related to loans to joint ventures. Other finance
income of MEUR 0.4 was recognised in the previous year
and reflected a financial gain representing the variation in
market value of historical hedges entered into by acquired
companies.
DIRECTORS’ REPORT
Financial Review
===== SIDA 12 =====
10
Finance costs amounted to MEUR 7.1 (MEUR 8.4) for the
year and are detailed in Note 4. The net foreign exchange
loss amounted to MEUR 0.8 (MEUR 2.6). Foreign exchange
movements occur on the settlement of transactions
denominated in foreign currencies and the revaluation
of working capital and loan balances to the prevailing
exchange rate at the balance sheet date where those
monetary assets and liabilities are held in currencies other
than the functional currencies of the Group’s entities. Orrön
Energy is exposed to exchange rate fluctuations relating
to the relationship between Euro and other currencies. The
net foreign exchange loss related mainly to the revaluation
of external loans and intercompany loan balances,
denominated in other currencies than the functional
currency of the Group company providing the financing.
Interest expenses amounted to MEUR 4.9 (MEUR 4.8) and
related to the Group’s external loans. Other finance costs
amounted to MEUR 1.4 (MEUR 1.0) and represented mainly fees
and other costs in relation to the Company’s revolving credit
facility, with the previous year also impacted by fees and
other costs in connection with acquisitions made.
Income tax
Income tax representing a net income amounted to MEUR 6.0
(MEUR 11.5) for the year and is detailed in Note 5. This amount
was mainly comprised of a deferred tax income relating to a
reduction of accelerated depreciation allowances booked in
Sweden.
The Group operates in various countries and fiscal regimes
where corporate income tax rates are different from the
regulations in Sweden. Corporate income tax rates for the
Group vary between 14.7 and 29.9 percent for the business in
2024.
Cash flow and investments
Cash flow from operating activities
Net cash flows from operating activities amounted to
MEUR -6.3 (MEUR 15.5) for the year. Cash flows from operating
activities during the previous year included dividend
payments from joint ventures of MEUR 13.1.
Cash flow from investing activities
Cash flows from investing activities amounted to MEUR 32.6
(MEUR -79.1) and were impacted by the proceeds from the
sale of the Leikanger hydropower plant of MEUR 28.9 and
the repayment of a loan provided to Leikanger Kraft of
MEUR 20.2, which was reimbursed in connection with the sale.
An amount of MEUR -15.0 (MEUR -72.3) related to investments
in the renewable energy business. The previous year was
impacted by MEUR -6.7 from the acquisition of the remaining
3.5 percent of the shares in Orrön Energy Sweden AB and
acquisitions of additional ownership in companies and wind
farms in Sweden.
Cash flow from financing activities
Cash flows from financing activities amounted to
MEUR -30.1 (MEUR 57.7) for the year and represented mainly a
repayment of the credit facility of MEUR 29.8 compared to a
net drawdown of MEUR 59.0 during the previous year.
Financing and liquidity
In January 2024, the Company exercised a portion of the
accordion option and increased its three-year revolving
credit facility entered into in 2023, from MEUR 150 to
MEUR 190, adding further capacity to fund future growth.
The commercial terms of the facility are unchanged and
DIRECTORS’ REPORT | Financial Review
include a floating interest rate margin of 1.8 percent above
the reference interest rate for the borrowed currency.
Following the sale of the Company’s interest in the Leikanger
hydropower plant, which completed in May 2024, the
revolving credit facility was reduced from MEUR 190 to
MEUR 170.
Interest-bearing loans and borrowings amounted to
MEUR 83.6 compared to MEUR 114.7 at year-end 2023 and
related mainly to an outstanding loan of MEUR 81.7 (MEUR
112.0), which has been drawn under the Group’s revolving
credit facility. Interest-bearing loans and borrowings also
included a long-term loan taken up by a subsidiary of MEUR
1.9 compared to MEUR 2.7 at year-end 2023.
The Company’s net debt amounted to MEUR 66.6 compared
to MEUR 93.7 at year-end 2023.
Other current financial liabilities amounted to MEUR 0.6
compared to MEUR 0.8 at year-end 2023 and related to a
short-term loan, with less than twelve months maturity, which
is held by a subsidiary.
Cash and cash equivalents amounted to MEUR 17.6 compared
to MEUR 21.8 at year-end 2023.
Share information
The shares of Orrön Energy are listed on Nasdaq Stockholm.
Proposed disposition of unappropriated earnings
The 2025 Annual General Meeting has an unrestricted equity
at its disposal of SEK 3,369,799,630 including the net result for
the year of SEK -22,633,921.
The Board of Directors propose that the unrestricted equity of
the Parent Company of SEK 3,369,799,630, including the net
result for the year of SEK -22,633,921 be brought forward.,
Changes in Board of Directors
At the 2025 AGM, the current Board members Grace Reksten
Skaugen, Peggy Bruzelius, William Lundin, Mike Nicholson,
and Jakob Thomasen will be proposed for re-election by the
Nomination Committee. Richard Ollerhead will be proposed
for election as a new member of the Board of Directors.
Financial statements
The result of the Group’s operations and financial position
at the end of the financial year are shown in the income
statement, statement of comprehensive income, balance
sheet, statement of cash flow, statement of changes in equity
and related notes, which are presented in Euro on pages
38–64.
The Parent Company’s income statement, balance sheet,
statement of cash flow, statement of changes in equity, and
related notes presented in Swedish Krona can be found on
pages 65–73.
Subsequent events
Subsequent events are detailed in note 23.
===== SIDA 13 =====
11
Land. In addition, Orrön Energy adheres to internationally
recognised frameworks, including the Universal Declaration
of Human Rights, the ILO Core Conventions, and the OECD
Guidelines for Multinational Enterprises, ensuring that its
operations uphold the highest standards of human rights,
labour practices, and environmental protection.
Orrön Energy’s Sustainability Governance
Orrön Energy’s Code of Conduct underscores the
commitment of the Company, its employees, contractors,
and business partners to uphold high ethical standards
and act in a responsible and sustainable manner. It forms a
critical part of employment and supply chain contracts, with
violations subject to inquiry and appropriate measures, and
it is publicly available on the Company’s website. Policies
and procedures further outline the commitment to ensure
the highest levels of ethical conduct across operations
and the wider value chain, including in respect of human
rights, whistleblowing, cybersecurity, competition, tax, anti-
corruption, anti-fraud and anti-money laundering.
The Board of Directors has the ultimate responsibility for
sustainability, while the CEO and leadership team are
responsible for implementing environmental, social, and
governance principles into the Company’s business strategy.
A sustainability team with local focal points supports the
wider sustainability work and related data collection, to
safeguard transparent reporting to shareholders, regulators,
and other stakeholders.
More information on the Company’s governance structure,
corporate policies and guidelines can be found in the
Corporate Governance Report on pages 24–25.
Business model and value chain
Orrön Energy is a pure-play renewable energy company with
renewable energy assets in the Nordics, predominently wind
power, and a pipeline of greenfield projects in wind, solar,
and batteries across the Nordics, UK, Germany, and France.
The Company’s business strategy focuses on two key growth
areas: increasing long-term renewable power generation
and developing a large-scale pipeline of greenfield projects.
As an operator and developer of renewable energy, Orrön
Energy’s value chain encompasses the full lifecycle of
renewable energy assets.
Upstream value chain
The upstream value chain includes activities essential to the
development of renewable energy projects. This involves
the sourcing of raw materials and manufacturing processes
related to renewable energy components, which the
Company procures for both operational and development
activities. It also includes early-stage development activities
and collaboration with service suppliers, business partners,
and landowners, which is fundamental to support project
developments. The Company has a due diligence procedure
and corporate policies in place to promote sustainable and
ethical practices throughout its upstream value chain.
Downstream value chain
The downstream value chain encompasses the output
from the Company’s business activities, such as the
supply of renewable energy within the Company’s
countries of operation, the final commissioning and sale
of renewable energy projects and activities related to
waste and decommissioning activities. The Company
actively engages with stakeholders, including grid
operators, local communities, shareholders, and regulatory
authorities around these activities to build trust, ensure
transparency, and foster long-term relationships. For waste
About this report
This Sustainability Report provides an overview of Orrön
Energy’s sustainability activities and performance during
2024, including strategies and actions taken to address
material topics for the Company and its stakeholders. The
report aligns with internationally recognised frameworks for
reporting non-financial information such as the GHG Protocol
and EU Taxonomy regulations..
By publishing this report, Orrön Energy reaffirms its
commitment to transparency, responsible operations, and
driving the transition to a sustainable energy future. The
Company publishes the Sustainability Report annually.
Restatements of data points in the Company’s sustainability
reporting will be disclosed when deemed material,
with explanations provided for significant changes in
methodology, scope, or assumptions to ensure transparency
and comparability.
International frameworks
Orrön Energy is a member of the United Nations Global
Compact and is committed to upholding its ten principles
of responsible business practices in the areas of human
rights, labour, environment, and anti-corruption. This report
highlights the Company’s contribution to the United Nations
Sustainable Development Goals (SDGs). Orrön Energy’s
business model links directly to SDG 7 - Affordable and
Clean Energy, and the Company also focuses its efforts on
contributing to SDG 13 - Climate Action, and SDG 15 - Life on
DIRECTORS’ REPORT
Sustainability Report
Sustainability is at the core of Orrön
Energy’s business as a renewable
energy company and constitutes an
important cornerstone of the Company’s
aim to create long-term shareholder
value. Orrön Energy’s mission is to help
drive the energy transition by producing
renewable energy in a safe and
responsible manner, for a sustainable
energy future.
Contents
About this report 11
Climate change and the energy transition 12
EU Taxonomy assessment 14
Environmental impact and biodiversity protection 16
Safe operations 17
Strong and inclusive communities 17
Governance and ethics 17
GRI index 19
This Report constitutes Orrön Energy’s disclosure
of non-financial and diversity information in
accordance with the Swedish Annual Accounts Act
(1995:1554).
===== SIDA 14 =====
12
DIRECTORS’ REPORT | Sustainability Report
and decommissioning activities, the Company partners
with reputable waste management providers to ensure
responsible waste handling and strives to maximise recycling
wherever possible.
Sustainability-driven approach
The Company’s strategy is to continue growing its power
generation capacity and invest in the development of
renewable energy projects, while promoting sustainable
business practices across its upstream and downstream
value chains. Through this approach, the Company aims to
ensure that its business contributes to long-lasting values for
both shareholders and the wider society.
Stakeholder dialogue
The Company regularly engages with a wide range of
stakeholders. These include individuals, groups or entities
that impact, or are impacted by, the Company’s business
activities across the Company’s upstream and downstream
value chains. The Company’s stakeholders include, but are
not limited to, shareholders, employees, the Board, local
communities, landowners, partners, utilities, regulators,
lenders, suppliers, and society as a whole.
Dialogue with stakeholders takes place in various ways,
including through quarterly webcasts, General Meetings,
townhalls, public consultations, conferences, regular digital
and physical meetings and ongoing communication
through the Company’s website and email. The Company
also regularly reports on its activities and progress through
its website, press releases, the Annual and Sustainability
Report and media interviews. The stakeholder dialogue is
important for the Company to foster transparency, trust,
and collaboration. The dialogue ensures that the Company’s
Board and management are aware and prepared to
address relevant emerging issues, material risks and
opportunities.
In 2024, the Company initiated a targeted dialogue with
some of its larger shareholders and other stakeholders
to benchmark its material sustainability topics against
their expectations. This dialogue confirmed alignment
between the Company’s main focus areas and stakeholder
priorities. Through this process, two sustainability topics
were specifically highlighted: supply chain risks associated
with greenfield projects, particularly for solar and batteries,
and waste management, including circularity. In response,
the Company evaluated these topics to ensure alignment
with the evolving risk landscape. While supply chain risks are
an integral part of the Company’s material sustainability
topics, waste management and circularity were added as
new material topics. These updates ensure the Company’s
material topics remain relevant and responsive to
stakeholder expectations.
Material sustainability topics
Orrön Energy’s material sustainability topics, which are
the focus of this report, are listed below. These topics are
closely aligned with the Company’s overall risk management
process and have been identified based on the views and
interests of internal and external stakeholders such as
employees, shareholders, lenders, industry organisations,
landowners, local communities and regulators.
Material sustainability topics:
• Climate change and the energy transition: Support global
decarbonisation and energy security by increasing
renewable energy production and installed capacity.
• Environmental impact and biodiversity protection:
Minimise environmental impact and safeguard biodiversity
through assessments, targeted projects and proactive
management of impacts.
• Waste management and circularity: Promote resource
efficiency in procurement and business activities, adopt
circular economy principles to increase recycling levels
and reduce waste.
• Safe operations: Ensure health and safety of employees,
contractors and safeguard local communities.
• Strong and inclusive communities: Foster positive
relationships with local communities through ongoing
dialogue, public consultations and transparent
communication.
• Governance and ethics: Uphold high standards of
corporate governance, ethical business practices and
regulatory compliance.
Climate change and the energy transition
Climate change is one of the biggest challenges of our time,
and the world needs to transition to energy sources with
lower greenhouse gas emissions to limit global warming
and achieve global climate targets. The energy transition will
require a significant increase of renewable energy generation,
with wind and solar power being highlighted as crucial to
achieve these objectives. Given the intermittency of renewable
energy, energy storage also plays an important role in the
energy transition, due to its ability to balance supply and
demand in power systems. These technologies form a core
part of the Company’s business model and commitment to
continue investing in renewable energy and technologies to
help drive the energy transition.
Contributing to the Paris Agreement and EU’s climate goals
The Paris Agreement has set out a goal to limit global warming
to well below two degrees from preindustrial levels. This is
backed by renewables targets as set by the EU to both reduce
carbon emissions and secure energy supplies in Europe, which
will require massive investments over the coming years. The EU
has announced a target of 42..5 percent renewable energy by
Highlights 2024
Achieved carbon neutrality for
Scope 1 and Scope 2 (market-
based) carbon emissions.
In 2024, 100% of Orrön Energy’s
turnover and Operating
Expenses (OpEx), and 95% of
Capital Expenditure (CapEx)
were taxonomy-aligned.
Increased the year-on-year
renewable power generation
by 19% while advancing
a 40 GW pipeline of new
renewable energy projects.
Enhanced the due diligence
procedure to strengthen risk
mitigation in the wider supply
chain.
===== SIDA 15 =====
13
DIRECTORS’ REPORT | Sustainability Report
2030, requiring nearly double the renewable energy capacity
compared to 2023 levels. By both producing and investing
in the development of renewable energy, the Company is
actively contributing to this goal. The EU also seeks to simplify
and accelerate processes for permitting new energy projects
with its initiative REPowerEU, which is set to further incentivise
the expansion of renewable energy in Europe.
Climate change
Orrön Energy is committed to supporting the energy transition
and mitigate the effects of climate change through supplying
and investing in renewable energy. By increasing the
renewable energy generation in its countries of operation,
Orrön Energy directly contributes to mitigating climate change
while enhancing energy security for future generations.
In 2024, the Company produced a total of 907 GWh of
renewable energy in the Nordics, corresponding to over
200,000 tons of CO
2e avoided, based on the average EU-27 mix
as published by the IEA. This is equivalent to powering around
250,000 European households.
Carbon responsibility
The Company recognises that although its core business
activities significantly contribute to the energy transition, some
of its business activities do result in direct and indirect carbon
emissions. The Company is fully committed to identifying and
implementing measures to reduce its carbon footprint. In
2023, the Company mapped its direct Scope 1 and 2 carbon
emission sources. In 2024, the Company mapped its indirect
Scope 3 carbon emissions, to bring further transparency to its
climate impact and enabling targeted reduction strategies.
Achieving carbon neutrality – Scope 1 and 2
In 2024, the Company achieved a significant milestone in its
sustainability journey by becoming carbon neutral across its
Scope 1 and 2 emissions. This achievement was made possible
through:
• Offsetting Scope 1 residual emissions with high-quality
carbon offsets.
• Actively reducing Scope 2 (market-based) emissions
to zero through fossil-free agreements with its largest
electricity suppliers and cancellation of the Company’s own
Guarantees of Origins.
The Company is dedicated to continuing to explore
opportunities to minimise its own climate impact, while actively
contributing to the decarbonisation of energy systems by
supplying renewable energy. This dual approach ensures
that carbon responsibility is integrated across the Company’s
operations and drives substantial progress towards a
sustainable future.
Orrön Energy’s carbon emissions
The following section provides more detailed information
around Orrön Energy’s carbon emission sources and reporting
principles. The carbon emissions have been identified and
reported in line with the Greenhouse Gas Protocol (GHG
Protocol). The carbon emissions are reported based on the
equity approach, and the Company has aligned its reporting
with its proportionate financial reporting to reflect the
Company’s proportionate ownership of assets. This reporting
boundary has been chosen to fairly reflect the Company’s
climate impact. The organisational boundary includes Orrön
Energy AB and its affiliates in Sweden, Finland, Switzerland, UK,
Germany, and France.
Carbon emissions (tCO2e) 2024 2023
Scope 1 13 12
Scope 2 (market based)1 0 614
Total GHG emissions (Scope 1 and 2) 13 626
High-quality carbon offsets applied
(tCO
2e) -13 –
Net emissions post-offsets (Scope 1 and 2) 0 626
Scope 3 581 N/A2
Category 1: Purchased goods and services 345 N/A2
Category 2: Capital goods 142 N/A2
Category 5: Waste generated in operations 24 N/A2
Category 6: Business Travel 70 N/A2
Total GHG emissions 581 6262
Total energy consumed (MWh) 3,286 2,377
Scope 1 and 2 CO2e intensity in g/kWh
produced, prior to carbon offsets 0.01 0.82
1 Starting from 2024, the Company uses market-based Scope 2
emissions in the overall calculation and reporting of its GHG emissions,
as these represent carbon emissions that the Company can influence
through targeted actions. The Company’s location-based Scope 2
emissions based on the average grid emission intensity, amounted to
93 tCO
2e in 2023 and 95 tCO 2e in 2024.
2 The Company mapped its Scope 3 carbon emissions in 2024. No data is
available for the comparative period of 2023.
Scope 1 emissions cover the Company’s direct carbon
emission sources. This category consists of emissions from
company-owned cars used for business activities, such
as regular maintenance at operational facilities. These
emissions are quantified based on fuel consumption and
corresponded to emissions of 13 tCO
2e in 2024, which is in line
with the levels reported in 2023.
In 2024, the Company continued expanding its business
activities across Europe and added electric vehicles to its car
fleet. This enabled the Company to grow its business without
causing material increase of its direct carbon footprint.
Furthermore, the Company reduced its Scope 1 carbon
emissions intensity per GWh produced electricity by around
10 percent compared to 2023 levels, which demonstrates
the Company’s ability to achieve sustainable growth.
The Company remains committed to further reducing its
absolute Scope 1 carbon emissions.
To achieve carbon neutrality in 2024, the Company utilised
high-quality carbon offsets certified under the Verified
Carbon Standard (VCS) combined with tree planting efforts
in the UK.
Scope 2 emissions cover the Company’s indirect carbon
emissions linked to energy consumed in offices and
electricity used by wind power facilities to power operational
functions such as turbine rotations, blade pitching, de-icing
systems and curtailments. In 2024, the Company’s total
energy consumption amounted to 3,286 MWh. The total
energy consumption increased in 2024, mainly as a result
of a full year impact of the Karskruv wind farm and was
slightly impacted by increased electricity consumption from
voluntary production curtailments.
===== SIDA 16 =====
14
At the end of 2023, the Company entered into carbon-free
agreements with its largest electricity suppliers, covering
around three-quarters of its operational portfolio. This
resulted in a significant reduction in the market-based Scope
2 carbon emissions compared to 2023 levels. The Company
compensated for the remaining energy consumption by
cancelling its own Guarantees of Origins, achieving zero
market-based Scope 2 emissions in 2024.
Scope 3 emissions were mapped in 2024 in accordance with
the categories outlined by the GHG Protocol, which forms
the base year for the Company’s Scope 3 reporting. These
emissions are calculated using a combination of supplier-
specific data, hybrid methods, and industry estimates to
achieve a high level of accuracy. The Company prioritises the
use of the most specific and accurate data available, with
ongoing initiatives aimed at further enhancing the data.
The Company’s Scope 3 emission sources include cradle-
to-gate emissions of material components related to
operations and developments, emissions from transportation
and maintenance services provided by third-parties,
waste, and business travel. The Company reports emissions
from four material categories, which are detailed below.
These categories have been assessed as material for the
Company’s indirect carbon footprint.
Category 1: Purchased goods and services
The Company reports carbon emissions associated with
third-party services and goods used for regular maintenance
activities, including operational services and procurement
of grease and oil for operational facilities. The data used is a
combination of actual data and estimates for certain wind
farms to fill the gaps where specific data is unavailable.
Category 2: Capital goods
This category includes cradle-to-gate emissions from the
Company’s development and construction projects, which is
reported on a project basis and includes indirect emissions
related to the raw materials extraction, manufacturing,
transportation, and installation services. In 2024, the
Company constructed a 1 MW battery project in Sweden,
which contributed to the Company’s Scope 3 emissions.
Emissions related to the battery project are a combination of
supplier specific data and industry estimates.
Category 5: Waste generated in operations
Waste is generated at the Company’s operational facilities,
such as oil, grease, and cardboard. From a materiality
point of view, waste from the Company’s offices has been
excluded. Waste emissions are calculated using a hybrid
approach, combining site-specific data provided by
the waste management provider for certain assets and
estimated data to address gaps where specific data is
unavailable. The emission factors are based on information
from the waste management provider, taking into account
recycling rates.
Category 6: Business Travel
Business travel, particularly for project development, site
visits, and stakeholder engagement, also contributes to
Scope 3 emissions. These emissions are calculated based
on information from the Company’s travel booking platform.
To account for travel activities that may occur outside of this
platform, but on behalf of the Company, a ten percent buffer
is added to the calculated emissions.
The Company actively seeks to manage these emissions by
favouring low-carbon travel options when feasible and by
using virtual meetings when appropriate.
Managing Scope 3 carbon emissions
As the Company continues to expand its development
portfolio and develop new projects, the absolute Scope 3
emissions may temporarily increase during years with
ongoing construction activities. However, these emissions
are associated with the development of long-term assets
that will drive renewable energy generation capacity and
contribute to the global energy transition.
More energy-efficient extraction, production, and
manufacturing processes, along with the use of less
carbon-intensive materials, are expected to reduce Scope 3
emissions from the upstream value chain in the future,
and more efficient recycling processes are expected to
reduce the indirect emissions downstream. The Company
is committed to reducing its Scope 3 emissions by
collaborating with suppliers to promote sustainable practices
throughout the value chain, both upstream and downstream.
Climate-related risks
The Company’s operational assets and development
projects are located onshore and may therefore be subject
to physical climate-related risks. In 2024, the Company
conducted a climate risk assessment of its operational
assets and development projects to map and evaluate
the resilience of its asset portfolio and identify necessary
mitigation measures and monitoring protocols.
To mitigate the physical climate-related risks in the
operational portfolio, the Company continuously evaluates
the evolving risk landscape, with region-specific monitoring
and response systems alongside operational strategies.
The Company’s large-scale greenfield projects undergo
early-stage assessments for climate-related risks and
vulnerabilities of the project site during the zoning, screening,
and permitting stages, well before any development begins.
The Company integrates climate change adaptation into
the planning process, and resilient design solutions will be
implemented to meet the specific needs of each project
location.
More information on how the Company manages risks
relating to climate change can be found in the section Risk
Management on pages 21–23.
DIRECTORS’ REPORT | Sustainability Report
===== SIDA 17 =====
15
DIRECTORS’ REPORT | Sustainability Report
The EU Taxonomy regulation is a system for classifying
economic activities based on their environmental impact,
aimed at helping investors understand whether an investment
is environmentally sustainable. In 2024, the Company
assessed its operational assets, greenfield portfolio and
economic activities in line with the EU Taxonomy and
developed a framework for self-assessing future projects
against the EU Taxonomy criteria. To confirm alignment,
the Company commissioned a third-party to review this
assessment and conduct a detailed review based on a
selection of ten wind farms which together contribute to
around two-thirds of the Company’s power generation.
Eligibility Assessment
The Company has assessed its economic activities against
the EU Taxonomy criteria and identified key eligible activities
consisting of wind power, solar energy, and battery storage.
These activities form a core part of the Company’s business
and financial results.
Do No Significant Harm (DNSH) Criteria
Climate Adaptation
The Company has conducted a climate risk assessment of
its operational assets and greenfield portfolio to evaluate the
resilience to physical climate risks. The assessment identified
potential climate-related risks, such as an increased risks
of wildfires, erosion and changes in wind and precipitation
pattens, and the Company has measures in place to monitor
and mitigate negative impacts. Resilience planning is also
integrated into new developments from an early project
stage.
Biodiversity and Ecosystems
The Company has assessed its operational assets against
the EU Taxonomy’s DNSH criteria. The majority of the
Company’s assets have undergone an Environmental Impact
Assessment (EIA), including a thorough habitat survey, strict
environmental requirements in terms of environmental
and biodiversity protection, and with regular performance
reporting to authorities in place. Based on this evaluation,
the Company assesses that all of its operational assets
subject to EIAs fulfil the EU Taxonomy requirements of DNSH to
biodiversity and ecosystems.
For operational assets that have not undergone an EIA,
an environmental screening has been conducted, with
regular environmental reporting protocols and monitoring
processes in place. For wind farms, the Company specifically
evaluated their proximity to biodiversity-sensitive areas and
the adequacy of environmental reporting and monitoring
protocols.
When the Company acquires assets in the future, a self-
assessment based on the aforementioned criteria will be
used to evaluate compliance with DNSH requirements.
The Company’s large-scale development projects
are developed with a strong focus on biodiversity and
ecosystem preservation. The Company actively seeks to
avoid high-biodiversity zones during the planning phase
and implements mitigation strategies to minimize impact on
nature and biodiversity. Large-scale greenfield projects are
expected to undergo extensive habitat surveys and EIAs prior
to construction.
For smaller development projects, the aim will be to conduct
an environmental screening to outline the environmental
impact, including monitoring and mitigation measures.
The Company also aims to enhance biodiversity through
targeted projects. In 2024, the Company constructed
a battery project of 1 MW and initiated a biodiversity
enhancement project close to the project location.
The project has not been subject to an environmental
screening and is therefore in the Company’s assessment
not considered to be aligned, but eligible for EU Taxonomy
alignment. The battery was constructed on a gravel road,
avoiding deforestation and minimizing environmental
impact.
Based on this evaluation, the Company assesses that all of
its operational assets or development projects subject to EIA
requirements or environmental screenings, with sufficient
safeguards in place for the environment and biodiversity,
are aligned with the EU Taxonomy’s DNSH requirements for
biodiversity and ecosystems.
Transition to a Circular Economy
The Company has a waste management process designed
to minimise environmental impact and promote resource
efficiency. This process focuses on minimising waste and
increasing recyclability. To address this, the Company
collaborates with reputable partners to seek to increase
recycling levels and will seek to explore solutions for recycling
and repurposing of wind power blades in future repowering
activities.
Compliance with Minimum Social Safeguards
The Company adheres to a robust governance framework
aligned with internationally recognized principles to ensure
its business activities are conducted in line with the highest
ethical standards. The Company’s Code of Conduct outlines
its commitment to human rights, labour rights, and anti-
corruption measures, fulfilling the EU Taxonomy’s minimum
safeguard requirements. The Company has a due diligence
process in place, along with a Contractor Declaration that
outlines the Company’s expectations and requirements
throughout the supply chain.
Continuous Monitoring and Reporting
The Company has monitoring and reporting protocols in place
to maintain alignment with the EU Taxonomy. These include
regular assessments of its wind farms to ensure ecological
conditions are preserved, with self-reporting against
environmental performance criteria, and yearly environmental
reports to evaluate performance. This approach ensures
transparency for stakeholders and that the Company’s
activities do not significantly harm biodiversity or ecosystems.
EU Taxonomy KPI:s
Orrön Energy reports its Taxonomy alignment based on
the Company’s consolidated financial results. In 2024, the
Company’s turnover and operating expenses were generated
from its operational wind farms, which are aligned with the EU
Taxonomy requirements. A non-material portion is attributed
to the battery project, which is not considered to be aligned
with the EU requirements, and this has been rounded off as it
accounts for less than 0.1 percent.
Turnover OpEx CapEx
Aligned
100%
Aligned
100%
Aligned
95%
Eligible
5%
EU taxonomy
===== SIDA 18 =====
16
In 2024, 95 percent of the Company’s CapEx was aligned
with the EU Taxonomy and related to operational assets
and the Company’s greenfield business. Five percent of the
Company’s CapEx was eligible for EU Taxonomy alignment
and related to a battery project (see above under the “Do No
Significant Harm (DNSH) Criteria).
Environmental impact and biodiversity protection
Orrön Energy’s Environmental Policy outlines the objectives
and expectations for its operations, with procedures in
place to minimise environmental impact and safeguard
biodiversity. The Company operates and develops renewable
energy projects in Sweden, Finland, the UK, Germany, and
France —countries with strict environmental regulations and
biodiversity protection. Orrön Energy follows both regulatory
requirements and industry best practices to uphold high
environmental and biodiversity standards.
All of the Company’s operational wind farms have undergone
an environmental impact assessment or screening, which
is supported by regular monitoring and self-reporting at
each project location to address site-specific monitoring
programmes. These programmes are designed to minimise
and mitigate negative impacts and include measures such
as bird surveys at specific sites, and waste management
procedures to ensure responsible waste disposal. Annual
environmental reports are produced to summarise the
results of these monitoring programmes.
Construction and development projects are subject to a
rigorous planning and approval process by authorities, where
environmental and biodiversity protection is an integral
part. Projects are planned and constructed to minimise
negative impacts on the surrounding environment and
local communities. Special consideration is taken to protect
the natural environment around operational assets and
actions are implemented to prevent, manage, and mitigate
any negative impacts. Site-specific measures can include
production curtailments on wind farms during periods of bird
or bat migration, as well as regular bird surveys.
Environmental impact
For the Company’s operational wind farms, the main
environmental impacts relate to visibility, noise emissions
and shadow formation.
The visual impact of wind farms is considered during the
planning and construction phase and is subject to public
hearing processes. During re-powering, the visual and
environmental impact can be reduced by changing the
characteristics of an existing wind farm and building fewer
turbines with higher capacity.
Noise levels are strictly regulated and assessed both prior to
construction and controlled once the wind farm becomes
operational. The maximum allowable limit varies between
35 and 45 decibels depending on location. The Company
is using renowned suppliers to ensure technical equipment,
such as blades on wind farms, adheres to the highest
technical standards. For the Company’s largest wind farms,
the blades are equipped with the latest technology to
minimise noise.
Shadow flicker occurs when the sun is shining through the
rotating blades of a wind turbine, casting a moving shadow.
Systems to minimise shadow flicker are installed on a
number of wind turbines close to residents, with requirement
for shadow flicker set at a maximum of eight hours per year
per resident.
A wind turbine has an average lifespan of around 30 years,
and the Company has ongoing projects aiming at extending
asset lifetimes and maximising the use of existing land and
grid connections by co-locating wind power with solar
energy and battery solutions. By using existing facilities
and infrastructure, the Company is able to optimise its
operational performance and add more renewable capacity
without degrading land resources. If a wind turbine is no
longer deemed suitable for life extension activities, the
primary strategy will be to repurpose the existing facilities
and infrastructure, and replace the wind turbine with another
type of renewable energy, such as solar or batteries.
The Company seeks to avoid deforestation and minimise the
environmental impact of its greenfield projects by favouring
the use of industrial sites or farmland where feasible.
Where deforestation cannot be avoided, the Company
will implement actions and have mitigation plans in place
to minimise negative impacts on the environment and
contribute to local ecosystems.
Biodiversity protection
Biodiversity protection is a cornerstone of the Company’s
environmental efforts, and includes ongoing activities
designed to monitor and reduce potential negative impacts
on local ecosystems. Recognizing the delicate balance of
nature, the Company employs a comprehensive approach
to safeguard biodiversity at all stages of its operations.
Special attention is given to protecting endangered species,
birds, and bats, around the wind farms. The Company
has implemented targeted nature conservation projects
near migratory flyways and breeding territories to mitigate
potential risks to these species.
Orrön Energy is developing projects to further enhance
biodiversity in areas around its operational assets. These
projects aim to restore natural habitats and promote a
thriving ecosystem. In 2024, the Company contributed to
the restoration of a lake meadow next to one of its battery
projects. The restoration is expected to benefit a variety of
vulnerable species by enabling a unique habitat anticipated
to last for 25 years. It is set to contribute positively to local
biodiversity and provide ecological benefits, particularly for
fauna and bird populations. The Company also has ongoing
projects for planting wildflowers, which not only adds to the
visual appeal of the land but also encourages the growth
and establishment of bee populations. This is crucial given
the global decline of bees, which play an essential role in
maintaining ecosystem health. In addition, the Company
collaborates with local farming communities on grazing
projects. Grazing by livestock helps to maintain grassland
biodiversity by preventing the overgrowth of certain plant
species, thereby supporting a diverse range of flora and
fauna.
Orrön Energy is integrating biodiversity and environmental
considerations into every stage of the planning and
development of greenfield projects. If the Company identifies
a biodiversity-sensitive area during the screening and zoning
phase, the primary goal is to avoid this area when possible.
When avoidance is not feasible, the Company implements
tailored mitigation efforts to reduce the impact on
biodiversity. This may involve adjusting turbine placements,
solar panels or battery facilities to avoid key habitats,
creating buffer zones, using wildlife corridors, and designing
infrastructure that accommodates the natural movement
and behaviour of local species.
In the UK, Orrön Energy is setting an industry-leading
standard by developing large-scale greenfield projects
that target a minimum of 10 percent biodiversity net gain.
DIRECTORS’ REPORT | Sustainability Report
===== SIDA 19 =====
17
This approach ensures that each project will result in a
measurable improvement in biodiversity, going beyond
simply mitigating environmental impact to creating positive
ecological outcomes that benefit wildlife, habitats, and
overall ecosystem health.
To ensure continued biodiversity protection, the Company
integrates risk management into its environmental
strategy. Regular monitoring and assessment of potential
environmental risks are conducted to proactively address
and mitigate issues. More information around how the
Company manages risks relating to environmental impact
and biodiversity protection can be found in the section Risk
Management on pages 21–23.
In 2024, no significant impact on the environment and no
significant spills were recorded. A fire occurred at one wind
turbine during the year, which was safely managed with no
personal injury or material environmental impact. A thorough
investigation has been conducted to understand the root
cause and identify preventive measures.
Safe operations
Health and safety are core priorities for Orrön Energy, and the
Company maintains a strong focus on the health and safety
of both employees and contractors. It is the Company’s
responsibility to identify and mitigate potential risks, and to
ensure that the workforce has a safe and healthy working
environment. The Company’s aim is to achieve zero serious
incidents, for all employees and contractors.
Health and safety 2024 2023
Employees
Work-related injuries 0 0
Lost Time injuries 0 0
Fatalities 0 0
Contractors
Work-related injuries 0 0
Lost Time injuries 0 0
Fatalities 0 0
The Company’s Health and Safety Policy states that priority
shall always be given to prevent harm to the workforce.
For all operational activities, risk assessments, including
identification of potential hazards, shall be performed.
The Company employs technicians and other staff who
regularly undertake field work, including service and
maintenance of wind turbines. All of the Company’s wind
farm technicians are internationally certified according
to the Global Wind Organisation (GWO) requirements or
equivalent, which sets safety standards for personnel working
in the wind power industry. In line with the GWO standards,
safety training is conducted on a regular basis, with bi-
yearly certification periods and regular health checks. In
addition, the technicians hold all necessary electrical safety
certificates.
For the Company’s construction projects all workforce,
contractors and visitors are subject to safety induction
sessions to be informed of site-specific safety guidance
and the importance of reporting all safety observations
and incidents. Orrön Energy has established a no-blame
policy, and the workforce is aware that reporting incidents
is fundamental for lessons learned and to prevent
reoccurrences. All serious incidents are investigated to
identify learnings and improvement actions to prevent
reoccurrences. The Company’s Health and Safety Policy
ensures that individuals will not face reprisals during this
process.
The Company also uses contractors to carry out work at
operational sites, such as maintenance at sites located far
away from the Company’s technical office, and to work on
various projects. Contractors are chosen and assessed with
respect to health, safety, and environment and quality.
More information around how Orrön Energy manages risks
related to health and safety can be found in the section Risk
Management on pages 21–23.
Strong and inclusive communities
Orrön Energy views strong community engagement as being
essential to the success of the business and is collaborating
with several local organisations to support and contribute
to the local communities around its operational assets. This
includes for example collaboration with local stakeholders
such as farmers, landowners, and hunting clubs. In addition,
local workforce and businesses are utilised where possible
during construction activities.
The Company is striving to have a positive social impact
through its operational activities, and contributes to local
communities in the form of community funds, taxes, and
work opportunities among others to support communities
throughout the lifecycle of the assets.
Wider societal impact
The Company is a long-term supporter of the Lundin
Foundation, a non-profit organisation focused on strategic
community investments that pave the way for long-term
economic prosperity. Measured across a range of programs,
these investments positively impact communities, small
businesses, and social and environmental innovations across
the globe.
Governance and ethics
Orrön Energy conducts its business in line with the highest
standards of business ethics, in line with the Company’s
Code of Conduct. The Company’s business model rests on
the commitment to carry out all activities in an ethical and
responsible manner, while creating a positive impact for the
Company’s stakeholders and shareholders.
Everyone working for Orrön Energy is required to abide by the
Code of Conduct and thereby contribute to the Company’s
success. The Company conducts a yearly training to bring
awareness to corporate ethical compliance, anti-corruption,
anti-bribery, and whistleblowing procedures, among others.
Promoting a diverse and engaged workforce
Consistent with the Company’s Code of Conduct, Orrön
Energy values diversity and recognises the benefits of
attracting a broad pool of qualified employees, encouraging
employee retention and building high performance teams.
As set out in the Company’s Diversity Policy, Orrön Energy
promotes equal opportunities and no job applicant or
employee shall be discriminated in any area of employment
or business regardless of individual characteristics.
In 2024, there were no cases reported involving
discrimination.
DIRECTORS’ REPORT | Sustainability Report
===== SIDA 20 =====
18
DIRECTORS’ REPORT | Sustainability Report
Protecting and enforcing human rights
As set out in the Company’s Human Rights Policy, Orrön Energy
endorses the United Nations Declaration of Human Rights
and the United Nations Global Compact Principles and is fully
committed to meet its responsibilities towards employees,
contractors and other stakeholders in the value chain,
including suppliers.
There were no cases reported involving human rights issues in
any area of activity in 2024.
Responsible supply chains
The Company conducts supply chain due diligence for
material procurement activities, to reduce and manage
potential sustainability risks and uphold high ethical
standards. To reinforce this commitment, Orrön Energy
requires suppliers to sign the Company’s Contractor
Declaration. This declaration sets clear expectations
regarding ethical conduct, adherence to international
human rights standards, and environmental responsibility
across the suppliers’ operations and wider value chains.
Suppliers are also required to meet specified quality
standards and comply with the principles outlined in the
Company’s Code of Conduct.
In 2024, Orrön Energy conducted a review of its due diligence
procedure and supply chain risks to better understand and
address potential environmental, social, and governance
concerns associated with its business activities. The review
identified heightened risks for negative human rights and
environmental impact in the procurement of batteries
and solar panels, particularly when sourced from high-risk
regions. Following this review, the Company strengthened
its due diligence procedure, placing a greater focus on
increased transparency around the provenance of procured
materials.
Through these measures, the Company enforces compliance
with sustainability principles across both direct and indirect
supply chains.
Whistleblowing policy
The Company’s whistleblowing policy provides a means for
employees, contractors and other stakeholders to raise
legitimate concerns regarding misconduct in the workplace
and the wider value chain. Whistleblowers’ identities are kept
anonymous upon request and are protected against
retaliation. Orrön Energy has a whistleblowing system
enabling reporting at any time through an e-mail designated
for whistleblowing. All whistleblowing reports are duly
investigated and reported to the Board of Directors.
In 2024, no whistleblowing cases were reported.
Anti-corruption, anti-fraud and anti-money laundering
policy
The Company’s anti-corruption, anti-fraud and anti-money
laundering policy ensures that everyone working for or
on behalf of the Company understands what activities
constitute corruption and that all forms of corruption are
strictly prohibited at Orrön Energy. Compliance trainings are
conducted on a regular basis, and the Company encourages
alleged cases to be reported. All alleged cases of corruption
are investigated, and appropriate actions are taken. Anti-
corruption forms part of contractor evaluations. In the event
of non-compliance and depending on the severity thereof,
contracts may be terminated, or remedial actions sought.
Under the Policy, political donations and lobbying are also
prohibited.
In 2024, there were no cases of corruption, facilitation
payments, fraud, money laundering, anti-competitive
behaviour, fines or non-monetary sanctions for non-
compliance. The Company does not have any political
involvement and does not actively take part in lobbying
activities. There were no financial contributions made to
political groups.
Other relevant governing policies
In line with ethical best practice and transparency, all
governing policies are publicly available on Orrön Energy’s
website. These also include the following policies:
• Stakeholder engagement policy: Outlines how to define
stakeholders throughout the Company’s activities, and the
engagement method to adopt depending on the nature of
the impact, interest, and stakeholder influence.
• Information policy: To contribute to an effective exchange
of information with investors, analysts, business partners,
employees and other stakeholders, and to ensure all
information is handled in a secure way.
• Competition law policy: To contribute to protect free
competition in the market and prohibit agreements,
practices and conduct, which have a damaging effect on
competition.
• Tax policy: To ensure that tax practices comply with laws,
regulations, and that income and costs are allocated to
appropriate entities in accordance with the OECD Transfer
Pricing Guidelines and business rationale.
===== SIDA 21 =====
19
DIRECTORS’ REPORT | Sustainability Report
GRI index
Orrön Energy has reported the information cited in this GRI content index for the reporting period 1 January 2024 to 31 December
2024, with reference to the GRI standards.
Disclosure Description Reference/page number
General disclosures
The organisation and its reporting practices
2-1 Organisational details Page 6
2-2 Entities included in the organisation’s sustainability reporting Page 6
2-3 Reporting period, frequency and contact point Page 83
2-4 Restatements of information Page 11
2-5 External assurance Pages 75–78
Activities and workers
2-6 Activities, value chain, and other business relationships Page 11
2-7 Employees Pages 17, 59
2-8 Workers who are not employees Page 17
Governance
2-9 Governance structure and composition Pages 11, 25–26
2-10 Nomination and selection of the highest governance body Page 27
2-11 Chair of the highest governance body Page 26
2-12 Role of the highest governance body in overseeing the management of impacts Pages 11, 27
2-13 Delegation of responsibility for managing impacts Page 11
2-14 Role of the highest governance body in sustainability reporting Page 11
2-15 Conflicts of interest Page 35
2-16 Communication of critical concerns Page 18
2-17 Collective knowledge of the highest governance body Page 27
2-18 Evaluation of the performance of the highest governance body Page 27
2-19 Remuneration policies Remuneration Report, Pages 7-9
2-20 Process to determine remuneration Remuneration Report, Pages 2-6
Strategy, policies and practices
2-22 Statement on sustainable development strategy Page 11
2-23 Policy commitments Pages 17–18, 25
2-24 Embedding policy commitments Pages 17–18, 25
2-25 Processes to remediate negative impacts Page 18
2-26 Mechanisms for seeking advice and raising concerns Page 18
2-27 Compliance with laws and regulations Page 24
===== SIDA 22 =====
20
Disclosure Description
Reference/
page number
Stakeholder engagement
2-29 Approach to stakeholder engagement Page 12
Material topics
3-1 Process to determine material topics Page 12
3-2 List of material topics Page 12
3-3 Management of material topics Page 12
GRI 201: Economic performance
201-1 Direct economic value generated and distributed Pages 9, 60
201-2 Financial implications and other risks and opportunities due to climate change Page 21
201-3 Defined benefit plan obligations and other retirement plans Remuneration Report,
Pages 3-6
GRI 205: Anti-corruption
205-1 Operations assessed for risks related to corruption Page 18
205-2 Communication and training about anticorruption policies and procedures Page 17
205-3 Confirmed incidents of corruption and actions taken Page 18
GRI 206: Anti-competitive behavior
206-1 Legal actions for anti-competitive behaviour, anti-trust, and monopoly practice Page 18
GRI 302: Energy
302-1 Energy consumption within the organisation Page 13
GRI 304: Biodiversity
304-2 Significant impacts of activities, products and services on biodiversity Page 16
GRI 305: Emissions
305-1 Direct (Scope 1) GHG emissions Page 13
305-2 Indirect (Scope 2) GHG emissions Pages 13–14
305-3 Other indirect (Scope 3) GHG emissions Pages 13–14
GRI 306: Effluents and Waste
306-3 Significant spills Page 17
GRI 403: Occupational health and safety
403-1 Occupational health and safety management system Page 17
403-2 Hazard identification, risk assessment, and incident investigation Page 17
403-3 Occupational health services Page 17
403-4 Worker participation, consultation, and communication on occupational health and safety Page 17
404-5 Worker training on occupational health and safety Page 17
403-9 Work-related injuries Page 17
GRI 405: Diversity and equal opportunity
405-1 Diversity of governance bodies and employees Pages 17, 24
GRI 406: Incidents and discrimination and corrective actions taken
406-1 Incidents of discrimination and corrective actions taken Page 14
GRI 413: Local communities
413-1 Operations with local community engagement, impact assessments, and development
programmes Page 13
DIRECTORS’ REPORT | Sustainability Report
===== SIDA 23 =====
21
DIRECTORS’ REPORT
Risk Management
Orrön Energy places risk management
responsibility at all levels within the
Company to continually identify,
understand and manage threats and
opportunities affecting the business.
This enables the Company to make
informed decisions and to prioritise
control activities and resources to deal
effectively with any potential threats
and opportunities.
Orrön Energy’s business is exposed to changes in energy
prices, which in turn are dependent on macro-economic
factors and geopolitical conditions. The Company’s
operations impact the surrounding environment and
operational processes are associated with occupational
health and safety risks. As a growing business with an
expanding geographical and operational scope, the
operational risks evolve, requiring continuous adaptation and
risk management.
Access to land, grid connections and permits
Risk: The construction, operation, and life extension of
renewable assets require the Company to obtain, maintain
and renew necessary permits, leases, grid connections, and
rights. Inconsistent or shifting government policies, opposition
from local stakeholders, or lengthy bureaucratic procedures
may lead to project delays, increased costs, or the inability
to secure necessary approvals. Failure to receive necessary
approvals could impact the ability to maintain or increase the
Company’s power generation over time.
Response: The Company’s asset managers continuously
ensure that valid permits, leases, grid connections, and
rights are being maintained for each asset in the portfolio. A
continuous and open dialogue helps to develop the business
and this exchange of information increases the Company’s
awareness of stakeholder issues, risks, and opportunities.
This risk is also managed through the Company’s screening
process when searching for new projects where these factors
are always considered.
Changes in laws, tax and regulations
Risk: Operations are subject to environmental, tax and other
regulations. Changes to applicable laws and regulations
could negatively affect the Company, lead to investigations,
litigations, negative financial impact, reputational damage
and cancellation or modification of contractual rights.
Response: Orrön Energy monitors legal developments in
relevant fields, follows up and ensures compliance with and
adherence to applicable laws and regulations. A robust
corporate governance framework is in place to ensure the
Company acts in accordance with best business practice
and high standards of corporate citizenship.
Climate change
Risk: Global warming may lead to gradual climate changes,
such as shifts in wind patterns, rising temperatures, increasing
sea levels as well as more acute weather events such as
storms, landslides, and wildfires, which could impact the
Company’s operational assets.
Response: As a renewable energy producer, Orrön Energy
is making a significant contribution to mitigate the effects
of climate change by increasing the share of renewable
power generation in its countries of operation. In 2024, the
Company conducted a physical climate risk assessment for
its operational assets, identifying key climate-related risks,
with a plan in place to manage these risks. The Company
will continue to evaluate risks and opportunities related to
climate change and will seeks to reduce both transitional and
physical climate related risks.
Cyber security
Risk: There is potential for cyber intrusion into the Company’s
systems or networks leading to financial loss, data and
information loss, data privacy infringement, and system
irregularities.
Response: To minimise the likelihood of cyber security risks,
the Company is working across the organisation with risk
management to analyse, evaluate, and treat cyber security
risks. The Company focuses on preventive actions including
awareness campaigns and training on cyber security risks.
Digital disruption, new technology and AI
Risk: Failure to adapt to emerging technologies, integrate
AI effectively, data privacy, or ethical use of AI may result in
operational inefficiencies, loss of market share, reputational
harm, and increased regulatory scrutiny.
Response: To address this risk, Orrön Energy continuously
monitors the development of emerging technologies, AI
advancements, and evolving data privacy regulations to
ensure compliance efficiency, and responsible innovation.
Employee awareness training on AI and data protection
further strengthens the Company’s ability to leverage
technological advancements while maintaining compliance
with regulatory requirements.
Compliance
Risk: Failure to comply with applicable laws and regulations,
including but not limited to anti-bribery, anti-corruption, data
privacy, and environmental laws, may result in substantial
fines, penalties or legal proceedings. Such non-compliance
could also harm the Company’s reputation, erode stakeholder
trust, and negatively impact financial performance and long-
term sustainability.
Response: Orrön Energy operates according to the highest
level of legal and ethical standards, ensured through the
consistent application of the Code of Conduct and policies
and procedures. Training is conducted to communicate
expectations of legal compliance and ethical business
conduct to staff. The Company’s whistleblowing mechanism
allows stakeholders to report any grievances on ethics and
compliance, and helps to ensure protection exists when any
individual reports on suspicions of wrongdoing.
Financial reporting
Risk: The risk associated with delayed or inaccurate financial
information could adversely affect the delivery or quality
of external reporting, posing a financial reporting risk for
the Company. Such issues may result in regulatory action,
fiscal uncertainty, shareholder lawsuits and loss of investor
confidence.
Response: To address this risk, Orrön Energy has established
a strong internal control framework, with well-defined
financial processes in place. Internal controls are applied to
the financial reporting process, which undergoes rigorous
monthly management reporting procedures. The accuracy
and reliability of financial reporting are further ensured
through internal reviews and external audits.
===== SIDA 24 =====
22
Interest rate and currency
Risk: As a result of the Company carrying debt, a rise in
interest rates risks affects the Company’s earnings and
cash flow potential. A foreign exchange risk exists in relation
to market fluctuations of foreign currencies, given that the
underlying value of the Company’s assets is predominantly
EUR denominated, whilst certain costs are denominated in
other currencies.
Response: The exposure to interest rate and currency risks is
continuously assessed and monitored. Hedging instruments
may be used to manage this risk and the hedging process is
subject to robust internal controls. The Company has modest
leverage and aims to maintain a strong balance sheet to
limit its exposure to negative impacts from rising interest
rates.
Liquidity and funding
Risk: Investment and cost overruns or production
underperformance may lead to the Company being unable
to fund its financial commitments from cash flow, debt or
equity.
Response: Orrön Energy mitigates this risk through conscious
financial planning and by regular cash flow forecasting.
Access to the equity capital markets is secured through an
active investor relations strategy. The Company also strives to
maintain an effective asset management strategy to sustain
optimal asset performance levels to maximise cash flow and
borrowing capacity.
Low valuation of development projects
Risk: The Company continuously invests in its portfolio
of early-stage greenfield projects in onshore wind, solar
and battery projects in the Nordics, the UK, Germany, and
France. Inability to recover the value of investments made in
development projects may constitute a risk for the Company.
Response: Orrön Energy mitigates this risk through careful
feasibility studies and market analyses before initiating any
development projects. The Company’s business strategy for
greenfield developments in the UK, Germany, and France
specifically consists of developing and monetising large-
scale projects prior to incurring significant development
expenditures, which is also a mitigating factor. Additionally,
robust financial controls and monitoring mechanisms
throughout the project lifecycle allows for early identification
of potential risks. Continuous reassessment and adaptation
of strategies based on changing market dynamics and
regulatory environments is integral to safeguarding the value
of investments.
Market conditions
Risk: The Company’s shareholder value is directly linked to its
ability to meet stakeholder expectations, to generate value
through existing business strategies and to adapt to changing
market conditions. The geopolitical climate may lead to
volatile market conditions which in turn impact the Company.
Prolonged periods of low achieved electricity prices,
escalating grid and other variable costs, heightened capture
price discounts, inflation, or other market uncertainties have
the potential to undermine the profitability of the Company’s
assets. Consequently, this could impact financial earnings,
cash flow generation, and the overall liquidity position of the
Company.
Response: The energy sector is accustomed to the highs
and lows of economic and price cycles, and Orrön Energy
mitigates the impact of fluctuating energy prices by
maintaining a strong balance sheet, low cost base and
flexible capital commitments to minimise the potential
impact of weak market conditions. The Company has robust
monitoring processes in place, such as the Asset Business
Plan (long-term financial forecasting and liquidity tests),
and assesses continuously the assets’ valuation and debt
capacity, enabling management to forecast a potential
liquidity shortage well ahead of time. Through regular updates
of the Asset Business Plan, the Company stress tests the
business for a prolonged period of lower energy prices.
Negative outcome in the litigations related to discontinued
business
Risk: The negative outcome in the tax litigation relating to
land and building tax assessed for 2013 in relation to legacy
offshore oil and gas exploration activities in Indonesia, poses
a potential financial risk for the Company. The tax filings in
Canada since 2006 in relation to both corporate income tax
and withholding tax are under review by the Canadian Tax
Office. See Note 17 Contingent liabilities and assets of the
consolidated financial statements.
Response: Despite the negative outcome in the legal
proceedings in Indonesia, the Company does not believe it
is probable that the judgement will lead to any outflow of
resources for the Group.
Negative outcome in the Sudan process
Risk: A negative outcome in the ongoing Sudan process
concerning the indictment of two former representatives of
the Company by the Swedish Prosecution Authority in relation
to past activities in Sudan (1999–2003), poses a potential
financial risk for the Company. This could include payment of
financial compensation or penalties.
Response: The Company refutes that there are any
grounds for allegations of wrongdoing by any of its former
representatives and sees no circumstance in which a
corporate fine or forfeiture could become payable. Despite
the Company’s confidence in a favourable outcome in Court it
has a robust legal defence strategy and is actively defending
itself in the legal process. More information on the case, why
the Company believes it is unfounded and the ongoing legal
process can be found on www.lundinsudanlegalcase.com.
Reputational damage from the Sudan process
Risk: The ongoing Sudan process concerning the indictment
of two former Company representatives by the Swedish
Prosecution Authority in relation to past activities in Sudan
(1999–2003), poses a reputational risk for the Company. This
could manifest in missed business opportunities, create
adverse perceptions among investors, partners, and lenders,
and potentially result in a negative impact on the Company’s
share price.
Response: Orrön Energy maintains a comprehensive strategy
to mitigate the risk of a negative reputational impact from
the ongoing legal case and continues to actively defend its
interests both through the legal process and in the public
domain. This includes transparent communication with
stakeholders and engagement to ensure an open and
informed dialogue. The Company is convinced that there are
no grounds for any allegations of wrongdoing by any of its
former representatives, and will continue to vigorously defend
itself in the legal process. More information on the case, why
the Company believes it is unfounded and the ongoing legal
process can be found on www.lundinsudanlegalcase.com.
DIRECTORS’ REPORT | Risk Management
===== SIDA 25 =====
23
DIRECTORS’ REPORT | Risk Management
Safe operations
Risk: Failure to maintain safe operations, including adherence
to health, safety, and environmental standards, could
result in workplace accidents, injuries, negative impacts
to local communities, leading to environmental damage
and operational disruptions. Such incidents may lead to
regulatory fines, reputational damage, and loss of stakeholder
confidence, as well as negatively impact employee morale
and overall business performance.
Response: Safe operations are a key priority for Orrön
Energy and the Company maintains a strong focus on
health and safety for both employees, contractors and local
communities. All of the Company’s wind farm technicians
are internationally certified according to the Global Wind
Organisation (GWO) requirements or equivalent, which sets
safety standards for personnel working in the wind power
industry. For operational activities, risk assessments are
conducted, including the identification of potential hazards,
and remote monitoring systems are in place to detect and
address operational disruptions at an early stage. Individual
safety measures are always adapted to local circumstances
and may vary across the organisation and the various
operational tasks. For example, employees and contractors
involved in construction work, work in confined spaces or
installation work at height are subject to specific safety
measures. All serious incidents are investigated, and the
Company’s policies ensure that no individuals face reprisal
during this process.
Supply chain
Risk: Supply chain disruptions, particularly for solar and
battery components, could lead to strained capacity
and delays in development projects. The reliance on
concentrated production of solar panels and batteries to
specific regions in the world poses additional geopolitical risks,
including potential import duties, taxes, and bans on certain
components. Limited access to rare-earth metals and other
critical materials essential for renewable energy technology is
another risk, which may potentially increase project costs and
affect project timelines.
Response: Orrön Energy actively mitigates these risks through
regular engagement with key suppliers to ensure timely
procurement of components and spare parts. The Company
has a diversified supplier base and monitors geopolitical
developments to ensure supply chain resilience and reduced
exposure to geopolitical risks. Where possible, spare parts are
kept in stock to mitigate potential delays.
Unscheduled interruption of production
Risk: Production consists of several continuous processes,
and any unplanned interruption of production can affect
the Company’s overall power generation and financial
performance. Unplanned interruptions of production may
occur due to for example unfavourable weather conditions,
technical problems with the Company’s producing assets or
the overlying transmission grid, or accidents.
Response: Preventive maintenance is carried out at all
wind and hydro power facilities. The goal is to minimise the
impact for the Company, which is achieved by continuously
developing prevention and mitigation efforts in the operations,
and partly by introducing and developing groupwide
insurance solutions. In addition, availability warranties are in
place for a majority of the Company’s power generation.
===== SIDA 26 =====
24
DIRECTORS’ REPORT
Corporate Governance Report
Orrön Energy’s corporate governance
framework seeks to ensure that the
business is conducted efficiently
and responsibly, that responsibilities
are allocated in a clear manner and
that the interests of shareholders,
management and the Board of
Directors remain fully aligned.
Guiding principles of corporate governance
Orrön Energy is an independent, publicly listed renewable
energy company, with high quality wind assets in the Nordics,
coupled with growth opportunities in onshore wind, solar
and batteries in the Nordics, the UK, Germany, and France.
Orrön Energy applies a governance structure that favours
straightforward decision-making processes, with easy access
to relevant decision makers, while nonetheless providing
the necessary checks and balances for the control of the
activities, both operationally and financially. Orrön Energy’s
principles of corporate governance seek to:
• Protect shareholder rights
• Provide a safe and rewarding working environment to all
employees and contractors
• Ensure compliance with applicable laws and best industry
practice
• Ensure activities are carried out competently and
sustainably
• Safeguard the well-being and interests of local
communities and stakeholders
As a Swedish public limited company listed on Nasdaq
Stockholm, Orrön Energy is subject to the Rule Book for
Issuers of Nasdaq Stockholm, which can be found on www.
nasdaq.com. In addition, the Company abides by principles
of corporate governance found in a number of internal
and external documents. Abiding to corporate governance
principles builds trust in Orrön Energy, which results in
increased shareholder value. By ensuring the business
is conducted in a responsible manner, the corporate
governance structure ultimately paves the way for increased
efficiency.
Corporate governance rules and regulations
Swedish Corporate Governance Code
The Corporate Governance Code is based on the tradition
of self-regulation and the principle of “comply or explain”.
It acts as a complement to the corporate governance
rules contained in the Swedish Companies Act, the Annual
Accounts Act, EU rules, and other regulations such as the Rule
Book for Issuers, the Rules on Remuneration of the Board and
Executive Management and on Incentive Programmes and
good practice on the securities market.
Orrön Energy’s Articles of Association
The Articles of Association contain customary provisions
regarding the Company’s governance and do not contain
any limitations as to how many votes each shareholder may
cast at shareholders’ meetings, nor any special provisions
regarding the appointment and dismissal of Board members
or amendments to the Articles of Association. The Articles of
Association are available on the Company’s website.
Contents
Guiding principles 24
Shareholders’ meeting 26
External auditors of the Company 27
Nomination Committee 27
Board of Directors 27
Board Committees 28
Group Management 31
Policy on Remuneration 33
Internal control over financial reporting 36
This Corporate Governance Report has been
prepared in accordance with the Swedish
Companies Act (SFS 2005:551), the Annual Accounts
Act (SFS 1995:1554) and the Swedish Corporate
Governance Code and has been subject to a review
by the Company’s statutory auditor.
Orrön Energy reports no deviations from the
Corporate Governance Code in 2024. There were no
infringements of applicable stock exchange rules
during the year, nor any breaches of good practice
on the securities market.
Orrön Energy AB (publ), company registration number
556610-8055, has its corporate head office at
Hovslagargatan 5, 111 48 Stockholm, Sweden and the
registered seat of the Board of Directors is Stockholm,
Sweden. The Company’s website is www.orron.com.
2025 Annual General Meeting
The 2025 Annual General Meeting (AGM) will be held
on 5 May 2025 at 11.00 CEST as a digital meeting
combined with an option to vote by post in advance
of the AGM. Shareholders may choose to exercise
their voting rights at the AGM by attending online,
through a proxy or by postal voting. Shareholders
who wish to attend the meeting must be recorded in
the share register maintained by Euroclear Sweden
on the day falling six business days prior to the
meeting, of if the shares are registered in the name
of a nominee, request that the nominee registers the
shares in their own name for voting purposes on the
day falling four business days prior to the meeting,
and must notify the Company of their intention to
attend the AGM no later than the date set out in the
notice of the AGM.
Further information about registration to and
attendance at the AGM, as well as voting by mail
or proxy, can be found in the notice of the AGM,
available on the Company’s website.
===== SIDA 27 =====
25
DIRECTORS’ REPORT | Corporate Governance Report
Main external rules and regulations for
corporate governance at Orrön Energy
· Swedish Companies Act
· Swedish Annual Accounts Act
· Nasdaq Stockholm Rule Book for Issuers
· Swedish Corporate Governance Code
· Swedish Rules on Remuneration of the
Board and Executive Management and
on Incentive Programmes
Main internal rules and regulations for
corporate governance at Orrön Energy
· The Articles of Association
· The Code of Conduct
· Policies, Procedures and Guidelines
· The Rules of Procedure of the Board,
instructions to the CEO, and for the financial
reporting to the Board, and the terms of
reference of the Board Committees and the
Investment Committee
· Nomination Committee Process
Shareholders’ meeting
CEO and Group management
Board of Directors
Audit
Committee
External
audit
Nomination
Committee
Compensation
Committee
Highlights 2024
Sale of the Company’s
50 percent interest in the
Leikanger hydropower plant
for a value accretive price
of 53 MEUR, significantly
strengthening the balance
sheet and maintaining liquidity
headroom through the 170
MEUR revolving credit facility.
Adding a total of 50 GWh
of annual long-term
proportionate power
generation through
acquisitions, and ensuring
a robust implementation of
assets into the governance
framework of Orrön Energy.
Reaching the Ready-to-
Permit milestone for the first
large scale solar and battery
greenfield development
project in the UK.
Appointment of Mike Nicholson
as new Board member at the
AGM held on 15 May 2024.
Orrön Energy’s Code of Conduct
Orrön Energy’s Code of Conduct constitutes the commitment
of the Company, its employees, contractors, and business
partners to act in accordance with high ethical standards,
for the benefit of all stakeholders. The Company applies
the same standards to all of its activities to satisfy both
its commercial and ethical requirements and strives to
continuously improve its performance and to act with high
standards of corporate citizenship. The Code of Conduct is
an integral part of the Company’s employment and supply
chain contracts and any violations of the Code of Conduct
will be the subject of an inquiry and appropriate measures.
The Code of Conduct is available on the Company’s website.
Orrön Energy’s policies, procedures and guidelines
Corporate policies, procedures and guidelines have
been developed to outline specific rules and controls, to
increase efficiency and improve performance by facilitating
compliance. They cover areas such as health and safety,
environment, human rights, stakeholder engagement,
diversity, information, anti-corruption, anti-fraud, anti-money
laundering, competition law, tax, whistleblowing, accounting
and finance, human resources, and inside information. All
guiding documents are continuously reviewed and updated
when required, and regular compliance training is provided
to all employees. The policies are available on the Company’s
website.
Orrön Energy’s Rules of Procedure of the Board
The Rules of Procedure of the Board contain the fundamental
rules regarding the division of duties between the Board, the
Committees, the Chair of the Board and the Chief Executive
Officer (CEO). The Rules of Procedure also include instructions
to the CEO, instructions for the financial reporting to the Board
and the terms of reference of the Board Committees and the
Investment Committee. The Rules of Procedure are reviewed
and approved annually by the Board.
===== SIDA 28 =====
26
Share capital and shareholders
The shares of Orrön Energy are listed on Nasdaq Stockholm.
The total number of shares is 285,905,187. Each share has
a quota value of SEK 0.01 (rounded-off) and the registered
share capital of the Company is SEK 3,478,713 (rounded-off).
All shares of the Company carry the same voting rights and
the same rights to a share of the Company’s assets and
earnings. The Company has issued 8,560,000 warrants of
series 2022:2, 5,300,000 warrants of series 2024:1 and 6,300,000
warrants of series 2024:2. The Company held no treasury
shares on 31 December 2024.
At the end of 2024, Orrön Energy had a total of 55,083
shareholders listed with Euroclear Sweden, which represents
a decrease of 14,199 compared to the end of 2023.
The 10 largest shareholders
on 31 December 2024
Number of
shares
Percent
(rounded)
Nemesia S.à r.l.
1 95,478,606 33.4%
JNE Partners 34,749,250 12.2%
Handelsbanken Fonder 7,192,260 2.5%
Blackrock 3,439,061 1.2%
Banque Lombard Odier & Cie 3,427,150 1.2%
Avanza 3,412,348 1.2%
Dimensional Fund Advisors 2,967,193 1.0%
Nordnet Pensionsförsäkring 2,269,866 0.8%
Amundi 2,000,462 0.7%
SEB 1,971,928 0.7%
Other shareholders 128,997,063 45.1%
of which Investment
Committee and Board 1,848,609 0.6%
Total 285,905,187 100%
1 An investment company wholly owned by Lundin family trusts.
Source: Monitor Holdings and external shareholder confirmation.
Shareholders’ meeting
The shareholders’ meeting is the highest decision-making
body of Orrön Energy where the shareholders exercise their
voting rights and influence the business of the Company. The
AGM is held each year before the end of June at the seat of
the Board in Stockholm. The notice of the AGM is announced
in the Swedish Gazette (Post- och Inrikes Tidningar) and on
the Company’s website no more than six and no less than
four weeks prior to the meeting. The documentation for the
AGM is provided on the Company’s website in Swedish and in
English at the latest three weeks prior to the AGM.
2024 AGM
The 2024 AGM was held on 15 May 2024 in Stockholm. The
AGM was attended by 68 shareholders, personally or by
proxy, representing 36,7 percent of the share capital. The
Chair of the Board, the CEO as well as all Board members
were present at the meeting.
The resolutions passed by the 2024 AGM include:
• Election of advokat Klaes Edhall as Chair of the AGM.
• Adoption of the Company’s income statement and
balance sheet, and the consolidated income statement
and balance sheet for 2023, and that no dividend should
be paid.
• Discharge of the Board and the CEO from liability for the
administration of the Company’s business for 2023.
• Approval of the Remuneration Report prepared by the
Board.
• Approval of the remuneration of EUR 120,000 to the Chair
of the Board and EUR 60,000 to other Board members, and
EUR 10,000 to each Committee Chair, and EUR 5,000 to other
Committee members, with the total fees for Committee
work not to exceed EUR 50,000.
• Re-election of Grace Reksten Skaugen, Jakob Thomasen,
Peggy Bruzelius and William Lundin, and election of Mike
Nicholson as a new member of the Board.
• Re-election of Grace Reksten Skaugen as Chair of the
Board.
• Approval of the remuneration of the statutory auditor.
• Re-election of the registered accounting firm Ernst & Young
AB as the Company’s statutory auditor until the 2025 AGM,
authorised public accountant Anders Kriström being the
designated auditor in charge.
• Approval of a revised Nomination Committee Process.
• Approval of a long-term share-related incentive plan in
the form of a share option plan for members of Group
management and other employees of the Company
(“Employee LTIP 2024”).
• Approval to issue and transfer 5,300,000 warrants of series
2024:1 to participants of the Employee LTIP 2024.
• Approval to issue and transfer 6,300,000 warrants of series
2024:2 to participants of the Employee LTIP 2023.
• Approval to authorise the Board to issue new shares and/
or convertible debentures corresponding to in total not
more than 28,500,000 new shares, with or without the
application of the shareholders pre-emption rights, in
order to enable or facilitate acquisitions of companies or
businesses or other major investments.
• Approval to authorise the Board to decide on repurchases
and sales of shares in Orrön Energy on Nasdaq Stockholm,
where the number of shares repurchased shall be limited
so that shares held in treasury from time to time do
not exceed ten percent of all outstanding shares of the
Company; and
• Rejection of a shareholder proposals, which was put
forward by a minority shareholder.
All AGM materials, in Swedish and English, are available on
the Company’s website.
2024 Extraordinary General Meeting (EGM)
The 2024 EGM was held on 7 August 2024 in Stockholm. The
EGM was attended by 63 shareholders, personally or by proxy,
representing 47.6 percent of the share capital. The Chair of
the Board, the CEO as well as a quorum of the Board was
present at the meeting, in person or through video link.
The resolutions passed by the 2024 EGM include:
• Election of advokat Klaes Edhall as Chair of the EGM.
• Approval to amend the Articles of Association.
• Retirement of 19,427 shares and reduction of the share
capital, and subsequent bonus issue to restore the share
capital.
All EGM materials, in Swedish and English, are available on the
Company’s website.
DIRECTORS’ REPORT | Corporate Governance Report
===== SIDA 29 =====
27
External auditors of the Company
Statutory auditor
Orrön Energy’s statutory auditor audits annually the
Company’s financial statements, the consolidated financial
statements, the Board’s and the CEO’s administration of the
Company’s affairs and reports on the Corporate Governance
Report. The auditor also controls that the Sustainability
Report meets the requirements in the Annual Accounts Act. In
addition, the auditor performs a review of the Company’s half
year report and issues a statement regarding the Company’s
compliance with the Policy on Remuneration.
The Board meets at least once a year with the auditor
without any member of Group management present at the
meeting. In addition, the auditor participates regularly in
Audit Committee meetings, in particular in connection with
the Company’s half year and year end reports. Group entities
outside of Sweden are audited in accordance with local rules
and regulations.
The Company’s statutory auditor is the registered accounting
firm Ernst & Young AB, which was first elected as the
Company’s statutory auditor at the 2020 AGM. The auditor’s
fees are described in the notes to the financial statements,
see Note 22 on page 64 and Note 7 on page 72. The auditor’s
fees also detail payments made for assignments outside
the regular audit mandate. Such assignments are kept to
a minimum to ensure the auditor’s independence towards
the Company and generally require prior approval of the
Company’s Audit Committee.
Nomination Committee
The Nomination Committee is formed in accordance with
the Company’s Nomination Committee Process, a revised
version of which was approved at the 2024 AGM. According
to the Process, the Company shall invite three of the larger
shareholders of the Company based on shareholdings as
per 1 August each year to form the Nomination Committee,
however, the members are, regardless of how they
are appointed, required to promote the interests of all
shareholders of the Company.
The Nomination Committee conducts its task in accordance
with the Swedish Corporate Governance Code. The
tasks of the Nomination Committee include making
recommendations to the shareholders regarding the
election of the Chair of the AGM, election of Board members
and the Chair of the Board, remuneration of the Chair and
other Board members, including remuneration for Board
Committee work, election of the statutory auditor, and
remuneration of the statutory auditor. Shareholders may
submit proposals to the Nomination Committee by e-mail to
nomcom@orron.com.
Nomination Committee for the 2024 AGM
The members of the Nomination Committee for the 2024
AGM are described in the Company’s 2023 Annual Report.
The full Nomination Committee reports, including the final
proposals, are available on the Company’s website.
Nomination Committee for the 2025 AGM
The members of the Nomination Committee for the 2025
AGM were announced and posted on the Company’s
website on 30 October 2024. The Nomination Committee has
held three meetings during its mandate so far. At the first
meeting, Aksel Azrac was unanimously elected as Chair of
the Nomination Committee.
The full Nomination Committee report, including the final
proposals to the 2025 AGM, is available on the Company’s
website.
Nomination Committee for the 2025 AGM
Aksel Azrac (Chair) Nemesia S.à.r.l
Richard Ollerhead JNE Partners LLP
Sussi Kvart Handelsbanken Fonder
Board of Directors
The Board of Directors of Orrön Energy is responsible for
the organisation of the Company and management of
the Company’s operations. The Board is to manage the
Company’s affairs in the interests of the Company and all
shareholders with the aim of creating long-term sustainable
shareholder value. To achieve this, the Board should at
all times have an appropriate and diverse composition
considering the current and expected development of
the operations, with Board members from a wide range of
backgrounds that possess both individually and collectively
the necessary experience and expertise.
Composition of the Board
The Board of Orrön Energy shall, according to the Articles of
Association, consist of a minimum of three and a maximum
of ten directors without deputies, and the AGM decides the
final number each year. The Board members are elected
for a period of one year. There are no deputy members
and no members appointed by employee organisations. In
addition, the Board is supported by a corporate secretary,
the Company’s General Counsel, Henrika Frykman, who is not
a Board member.
The Nomination Committee for the 2024 AGM considered
that the Board of five members elected at the 2024 AGM
was, taking into consideration the Company’s planned future
business and operations, sustainability strategy, and the
economic and financial circumstances generally in which
the Company operates, composed of a broad and versatile
group of knowledgeable and skilled individuals who were
motivated and prepared to undertake the tasks required of
the Board in today’s business environment.
The Board members possess substantial expertise and
experience, and in addition, the Board fulfils the requirements
regarding independence in relation to the Company, Group
management and the Company’s major shareholders. Such
expertise and experience relate to the Company’s core area
of operation in the renewable energy sector, public company
financial matters, Swedish practice and compliance matters,
sustainability matters, corporate responsibility, and health,
safety, and the environment.
Gender balance was specifically discussed and the
Nomination Committee noted that 40 percent of the
proposed Board for election at the 2024 AGM were women.
The Company aims to promote diversity at all levels of the
Company, and the Nomination Committee applies the
diversity requirements of the Corporate Governance Code.
The recommendation of the Swedish Corporate Governance
Board is that listed Swedish companies should strive to
achieve a 40 percent Board representation of the least
represented gender.
The Nomination Committee further reviewed the
remuneration of the Board ahead of the 2024 AGM and
decided that no increase should be proposed.
DIRECTORS’ REPORT | Corporate Governance Report
===== SIDA 30 =====
28
Board meetings and work 2024
The Chair of the Board is responsible for ensuring that the
Board’s work is well organised and conducted in an efficient
manner as well as ensuring that reporting instructions are
upheld for management, as drawn up by the CEO and as
approved by the Board, however, the Chair does not take part
in the day-to-day work. The Chair maintains close contacts
with the CEO to ensure the Board is at all times sufficiently
informed of the Company’s operations and financial status.
Nine Board meetings were held during 2024 and monthly
operational reports were circulated to the Board.
Board Committees
To maximise the efficiency of the Board’s work and to ensure a
thorough review of specific issues, the Board has established
a Compensation Committee and an Audit Committee. The
tasks and responsibilities of the Committees are detailed in
the terms of reference of each Committee, which are annually
adopted as part of the Rules of Procedure of the Board. Minutes
are kept at Committee meetings and matters discussed are
reported to the Board. In addition, informal contacts take place
between ordinary meetings as and when required by the
operations.
Compensation Committee
The Compensation Committee assists the Board in
Group management remuneration matters and receives
information and prepares the Board’s and shareholder
meetings’ decisions on matters relating to the principles of
remuneration, remuneration and other terms of employment
of Group management. The objective of the Committee in
determining compensation for Group management is to
provide a compensation package that is based on market
conditions, is competitive and takes into account the scope
and responsibilities associated with the position, as well as
the skills, experience and performance of the individual. The
Committee’s tasks also include monitoring and evaluating
programmes for variable remuneration, the application of the
Policy on Remuneration as well as the current remuneration
structures and levels in the Company.
Compensation Committee work during 2024:
• Ongoing review of the performance management process
through various meetings across the year.
• Preparing the 2023 Remuneration Report for Board and
AGM approval and considering enhancements for the 2024
Remuneration Report.
• Continuous monitoring and evaluation of remuneration
structures, levels, programmes and the Policy on
Remuneration.
• Review of the Policy on Remuneration adopted by the 2022
EGM and decision not to propose any changes to the 2025
AGM.
• Review and discussion on remuneration levels and practices
throughout the Company for consideration in relation to
Group management remuneration.
• Review of the performance of the CEO and Group
management as per the performance management
process.
• Preparing a proposal for a long-term share-related incentive
plan in the form of a share option plan for members of
Group management and other employees of the Company,
Employee LTIP 2024, for Board and AGM approval through
various work sessions and preparation discussions.
• Review of the CEO’s proposals for remuneration and other
terms of employment of the other members of Group
management for Board approval.
• Review of the CEO’s proposals for the principles of
compensation of other employees.
• Review and approval of the CEO’s proposals for awards
under the Employee LTIP 2024.
• Preparing a proposal for award under the Employee LTIP
2024 to the CEO.
• Preparing a proposal for remuneration and other terms of
employment of the CEO for Board approval.
• Review of Group management succession planning
matters.
• Reviewing the organisation and growth based on the
increased activities and scope of the Company.
• Frequent contacts, ongoing dialogue and decisions outside
of formal meetings to provide oversight and approvals for
remuneration issues as presented by Group management.
Audit Committee
The Audit Committee oversees the Company’s internal
control systems and assists the Board in ensuring that the
Company’s financial reports are prepared in accordance with
International Financial Reporting Standards (IFRS), the Swedish
Annual Accounts Act and accounting practices applicable
to a company incorporated in Sweden and listed on Nasdaq
Stockholm. The Audit Committee also evaluates financial risks,
exposure and strategies. The Audit Committee is empowered
by the Committee’s terms of reference to make decisions on
certain issues delegated to it, such as review and approval
of the Company’s first and third quarter reports on behalf of
the Board. The Audit Committee also regularly liaises with the
Group’s statutory auditor as part of the annual audit process,
and reviews the audit fees and the auditor’s independence
and impartiality. The Audit Committee further assists the
Company’s Nomination Committee in the preparation of
proposals for the election of the statutory auditor at the AGM.
DIRECTORS’ REPORT | Corporate Governance Report
Principal tasks of the Board of Directors
• Establishing the overall goals and strategy of the
Company.
• Making decisions regarding the supply and allocation
of capital.
• Identifying how the Company’s risks and business
opportunities are affected by sustainability aspects.
• Appointing, evaluating and, if necessary, dismissing the
CEO.
• Ensuring that there is an effective system for follow-up
and control of the Company’s operations and the risks
to the Company that are associated with its operations.
• Ensuring that there is a satisfactory process for
monitoring the Company’s compliance with laws and
other regulations relevant to the Company’s operations,
as well as the application of internal guidelines.
• Defining necessary guidelines to govern the Company’s
conduct in society, with the aim of ensuring its long-
term value creation capability.
• Ensuring that the Company’s external communications
are characterised by openness, and that they are
accurate, reliable and relevant.
• Ensuring that the Company’s organisation in respect of
accounting, management of funds and the Company’s
financial position in general include satisfactory
systems of internal control.
• Continuously evaluating the Company’s and the
Group’s economic situation, including its fiscal position.
===== SIDA 31 =====
29
DIRECTORS’ REPORT | Corporate Governance Report
Board’s yearly work cycle
Q1 / Q2 activities
• Approval of the year end report.
• Consideration on recommendation for appropriation of the Company’s result.
• Approval of remuneration proposals regarding fixed and variable remuneration.
• Approval of the Annual and Sustainability Report.
• Review of the auditor’s report.
• Approval of the Policy on Remuneration for submission to the AGM (if applicable).
• Approval of the Remuneration Report.
• Determination of the AGM details and approval of the AGM materials.
• Statutory meeting following the AGM to confirm Board fees, Committee
compensation, signatory powers, appointment of corporate secretary.
• Audit Committee report regarding the first quarter report.
• Meeting with the auditor without management present to discuss the audit
process, risk management, and internal controls.
• Review of the Rules of Procedure.
• Performance assessment of the CEO.
• Consideration of the performance review of Group management and
Compensation Committee remuneration proposals.
• Detailed discussion on business strategy.
Q3 / Q4 activities
• Adoption of the budget and work
programme for the following year’s
activities.
• Consideration of the Board evaluation
to be submitted to the Nomination
Committee.
• Adoption of the half year report,
reviewed by the statutory auditor.
• Audit Committee report regarding the
third quarter report.
Board of Directors work 2024
The Board held nine Board meetings with deliberations and contacts in-between meetings. In addition to the topics covered by
the Board as per its yearly work cycle, the following significant matters were addressed by the Board during the year:
• Discussing in detail the challenging market conditions, including factors impacting power pricing and renewables economics,
and Company strategy.
• Considering the Company’s production and asset performance, business forecasts, and future outlook, including revenue
optimisation through ancillary services and voluntary curtailments.
• Considering and approving multiple additional acquisitions to increase the power generation capacity in the Nordics, and
evaluating several potential business opportunities.
• Overseeing the development of a pipeline of growth projects across five countries, including completion of the first Swedish
battery project on time and on budget.
• Considering and approving the sale of 50 percent of the company owning the Leikanger hydropower plant at a value accretive price.
• Considering the proposal for a long-term share-related incentive plan in the form of a share option plan for members of Group
management and other employees of the Company, the Employee LTIP 2024, subject to 2024 AGM approval.
• Discussing in detail the financing of the Company, including the Company’s financial risk management, cash flows, sources of
funding, foreign exchange movements, hedging strategy, share buybacks, and liquidity position.
• Reviewing and approving the exercise of an accordion option to increase the 150 MEUR revolving credit facility agreement to
190 MEUR, and reducing it to 170 MEUR following the sale of the Leikanger hydropower plant.
• Discussing the Company’s ESG and safety ambitions and performance, including overseeing the achievement of carbon
neutrality across Scope 1 and 2 emissions.
• Discussing the Company’s risk management framework.
• Discussing and reviewing the operational performance of the Company.
• Approving to propose to the EGM 2024 to allow holding digital shareholder meetings, considering for example, the Company’s
large international shareholder base and the activist disruptions at the 2024 AGM.
• Discussing the Company’s and peers’ share price performance.
• Monitoring and discussing the ongoing trial in the legacy Sudan case, including the Company defence presentation, and
considering the outcome of the legacy Indonesian tax case.
Sudan
In June 2010, the Swedish Prosecution Authority began a preliminary investigation into alleged complicity in violations of
international humanitarian law in Sudan during 1997–2003.
In November 2021, the Swedish Prosecution Authority brought criminal charges against former representatives of the Company in
relation to past operations in Sudan from 1999 to 2003. The charges also included claims against the Company for a corporate fine
of MSEK 3.0 and forfeiture of economic benefits of MSEK 2,381.3, which according to the Swedish Prosecution Authority represents the
value of the gain of MSEK 720.1 that the Company made on the sale of an asset in 2003. The Company refutes that there are any
grounds for allegations of wrongdoing by any of its former representatives and sees no circumstance in which a corporate fine
or forfeiture could become payable. The claim for forfeiture of economic benefits was increased from MSEK 1,391.8 by the Swedish
Prosecution Authority in August 2023. This latest increase to the claimed forfeiture amount means that Swedish Prosecution Authority
has presented three completely different amounts, based on three different methodologies, over the past six years, raising serious
questions about the substance and credibility of the Swedish Prosecution Authority’s claim. It is obvious that the methodology used
by the Prosecutor to arrive at the claimed forfeiture amount is fundamentally flawed, leading to an unreasonable forfeiture claim
which has no basis in law and is highly speculative. Any potential corporate fine or forfeiture of economic benefits would only be
imposed after an adverse final conclusion of the case against former representatives of the Company. The trial at the Stockholm
District Court started in September 2023 and is expected to finish during the second quarter 2026.
More information regarding the past activities in Sudan during 1997–2003 can be found on www.lundinsudanlegalcase.com.
===== SIDA 32 =====
30
DIRECTORS’ REPORT | Corporate Governance Report
Board of
Directors1: Grace Reksten Skaugen Jakob Thomasen Peggy Bruzelius William Lundin Mike Nicholson
Function Chair, elected 2015
Born 1953
Compensation
Committee Chair
Director, elected 2017
Born 1962
Audit Committee
member
Director, elected 2023
Born 1949
Audit Committee Chair
Director, elected 2023
Born 1993
Compensation
Committee member
Director, elected 2024
Born 1971
Audit Committee and
Compensation
Committee member
Education MBA from the BI
Norwegian School of
Management, Ph.D.
Laser Physics and B.Sc.
Honours Physics from
Imperial College of
Science and Technology
at the University of
London.
Graduate of
the University of
Copenhagen, Denmark,
M.Sc. in Geoscience
and completed the
Advanced Strategic
Management
programme at IMD,
Switzerland.
M.Sc. Economics and
Business from the
Stockholm School of
Economics
Econ dr hc from the
Stockholm School of
Economics.
Bachelor of Engineering
in Mineral Resource
Engineering, from
Dalhousie University
Halifax, Canada.
Degree in Economics
and Management
Studies from Aberdeen
University.
Experience Member of the
corporate finance team
at SEB in Oslo.
Board member/deputy
chair of Statoil ASA
2002–2015.
Member of HSBC
European Senior
Advisory Council.
CEO of Maersk Oil
and a member of
the Executive Board
of the Maersk Group
2009–2016.
Managing Director of
ABB Financial Services
AB 1991–1997.
Head of the asset
management division
of Skandinaviska
Enskilda Banken AB
1997–1998.
Field Engineer and
operator of BlackPearl
Resources Inc. 2016–
2018.
Project engineer
production operations
of International
Petroleum Corp. (IPC)
2018–2020.
COO of IPC 2020–2023.
President & CEO of IPC
2024–present.
Various economics,
financial and banking
roles with Veba Oel,
Canadian Imperial
Bank of Commerce and
Marathon Oil 1994-2004.
Various roles at Lundin
Petroleum, including;
• Group Economics and
Commercial Manager
2005-2008.
• General Manager
Malaysia 2008-2012.
• Managing Director SEA
2012-2013.
• CFO 2013–2017,
President & CEO of
International Petroleum
Corp. (IPC) 2017–2023.
Other Board
duties
Member of the Board
of Investor AB and PJT
Partners, founder and
Board member of the
Norwegian Institute of
Directors, and trustee of
the International Institute
for Strategic Studies in
London.
Chair of the DHI Group,
ESVAGT, Hovedstadens
Letbane, and Hyme
Energy.
Chair of the Board
of Lancelot Asset
Management AB
and member of the
Board of International
Consolidated Airlines
Group S.A.
Member of the Board
of IPC, ShaMaran,
International Petroleum
Corp., and the Lundin
Foundation.
Member of the Board
of IPC.
Attendance
Board
Audit Committee
Compensation
Committee
9/9
2/2
9/9
6/6
9/9
6/6
9/9
2/2
7/7
4
4/44
1/14
Remuneration
Board and
Committee work
EUR 130,000 EUR 65,000 EUR 68,000 EUR 65,000 EUR 35,000
Shares as at
31 December 2024
249,789
2
and 402,000 Board
LTIP 2022 options
8,820
and 201,000 Board
LTIP 2022 options
30,000 900,0003 Nil
Independent of
the Company
and Group
management
Yes Yes Yes Yes Yes
Independent
of major
shareholders
Yes Yes Yes No
3 No4
1 Board members and functions are included in this table as per 31 December 2024. The previous Board member C. Ashley Heppenstall (Board attendance 3/3,
Audit Committee attendance 1/2, Compensation Committee attendance 1/1) did not stand for re-election at the 2024 AGM. The Board remuneration for C. Ashley
Heppenstall was paid out in accordance with the 2023 AGM resolution, and can be found in note 20 on page 60.
2 Grace Reksten Skaugen holds 69,789 shares personally and 180,000 shares through an investment company, Infovidi Ltd.
3 William Lundin is in the Nomination Committee’s opinion not deemed independent of the Company’s major shareholder since he is a member of the Lundin family
that holds, through family trusts, Nemesia S.à.r.l., which holds 95,478,606 shares in the Company.
4 Mike Nicholson was elected to the Board on 15 May 2024. Mike Nicholson is in the Nomination Committee´s opinion for the time being not deemed independent of the
Company’s major shareholder since he has very recently stepped down from an executive management position at International Petroleum Corp., a company in
which the Lundin family are major shareholders.
Board members on 31 December 2024
===== SIDA 33 =====
31
DIRECTORS’ REPORT | Corporate Governance Report
Audit Committee work during 2024:
• Assessment of the 2023 year-end report and the 2024
half-year report for completeness and accuracy and
recommendation for approval to the Board.
• Assessment and approval of the first and third quarter
reports 2024 on behalf of the Board.
• Evaluation of accounting issues in relation to the
assessment of the financial reports.
• Follow-up and evaluation of the results of the internal
control of the Group.
• Three meetings with the statutory auditor to discuss the
financial reporting, internal controls, risk management, etc.
• Evaluation of the audit performance and the independence
and impartiality of the statutory auditor.
• Review and approval of statutory auditor’s fees.
• Reviewing various matters in relation to risk management.
Remuneration of Board members
The remuneration of the Chair and other Board members
follows the resolution adopted by the AGM. The Board
members are not employed by the Company, do not
receive any salary from the Company and are not
eligible for participation in incentive programmes for
Group management and other employees. The Policy on
Remuneration approved by the 2022 EGM also comprises
remuneration paid to Board members for work performed
outside the directorship.
The remuneration of the Board is detailed further in the
schedule on page 30 and in the notes to the financial
statements, see Note 20 on pages 60–63.
Evaluation of the Board’s work
An evaluation of the work of the Board was conducted in the
autumn 2024 through an online survey. The purpose of the
evaluation was to assess the functioning of the Board and to
identify potential areas of improvement. The results of each
individual questionnaire were summarised to provide an
overview over each focus area. The results were reported to
the Nomination Committee.
Group management
Management structure
Orrön Energy’s Group and local management consists
of highly experienced individuals with extensive industry
experience. The Company’s CEO is responsible for the
management of the day-to-day operations of Orrön
Energy. He is appointed by, and reports to, the Board. He in
turn appoints the other members of Group management,
who assist the CEO in his functions and duties, and in the
implementation of decisions taken and instructions given by
the Board, with the aim of ensuring that the Company meets
its strategic objectives and continues to deliver responsible
growth and long-term shareholder value.
Investment Committee
Group management, which forms the Company’s Investment
Committee, consists of Daniel Fitzgerald, CEO, Henrika
Frykman, General Counsel (GC) and Espen Hennie, Chief
Financial Officer (CFO).
The Investment Committee assists the Board in discharging
its responsibilities in overseeing the Company’s investment
portfolio. The role of the Investment Committee is to
determine that the Company has a clearly articulated
investment policy, to develop, review and recommend to the
Board investment strategies and guidelines in line with the
Company’s overall policy, to review and approve investment
transactions and to monitor compliance with investment
strategies and guidelines. The responsibilities and duties
include considering annual budgets, supplementary budget
approvals, investment proposals, commitments, acquisition
and disposal of assets, and performing other investment
related functions as the Board may designate.
Group management tasks and duties
The tasks of the CEO and the division of duties between the
Board and the CEO are defined in the Rules of Procedure and
the Board’s instructions to the CEO. In addition to the overall
management of the Company, the CEO’s tasks include
ensuring that the Board receives all relevant information
regarding the Company’s operations, including profit trends,
financial position, and liquidity, as well as information
regarding important events such as significant disputes,
agreements and developments in important business
relations. The CEO is also responsible for preparing the
required information for Board decisions and for ensuring
that the Company complies with applicable legislation,
securities regulations and other rules such as the Corporate
Governance Code. Furthermore, the CEO maintains regular
contacts with the Company’s stakeholders, including
shareholders, the financial markets, business partners and
public authorities. To fulfil his duties, the CEO works closely
with the Chair of the Board to discuss the Company’s
operations, financial status, up-coming Board meetings,
implementation of decisions and other matters.
Under the leadership of the CEO, Group management is
responsible for ensuring that the operations are conducted
in compliance with the Code of Conduct, all Group policies,
procedures and guidelines in a professional, efficient, and
responsible manner. Regular management meetings are
held to discuss all commercial, technical, sustainability,
financial, legal, and other matters within the Group to ensure
the established short- and long-term business objectives
and goals will be met. Group management also travel
frequently to oversee the ongoing operations, seek new
business opportunities and meet with various stakeholders,
including business partners, suppliers, and contractors,
government representatives and financial institutions. In
addition, Group management liaise continuously with the
Board, and in particular the Board Committees, in respect of
ongoing matters and issues that may arise.
Remuneration
Group principles of remuneration
Orrön Energy aims to offer all employees compensation
packages that are competitive and in line with market
conditions. These packages are designed to ensure that
the Group can recruit, motivate, and retain highly skilled
individuals and reward performance that enhances long-
term sustainable shareholder value.
The Group’s compensation packages consist of four
elements, being (i) base salary; (ii) annual variable
remuneration; (iii) long- term incentive plan (LTIP); and (iv)
other benefits. As part of the yearly assessment process, a
performance management process has been established
to align individual and team performance to the strategic
and operational goals and objectives of the overall business.
Individual performance measures are formally agreed and
key elements of variable remuneration are clearly linked to
the achievement of such stated and agreed performance
measures.
To ensure compensation packages within the Group
remain competitive and in line with market conditions,
the Compensation Committee and the Company may
undertake benchmarking studies.
===== SIDA 34 =====
32
exercise period). During the exercise period, employees may
elect to net equity settle the options as per the terms and
conditions of the Employee LTIP 2024. The total number of
shares available for the participants under the Employee
LTIP 2024 was 5,300,000. The Board of Directors may in
exceptional circumstances reduce (including reduce to zero)
the allotment of options under the Employee LTIP 2024.
The Employee LTIP 2024 was introduced as part of a new
holistic remuneration approach within the updated Policy
on Remuneration for Group management, where base
salaries and annual bonus opportunities were set below
the market average and in return, the long-term incentives
were designed to strongly emphasise Group management’s
delivery of material shareholder returns, which is appropriate
for a newly formed entrepreneurial organisation focused
on growth. The Employee LTIP 2024 is designed to promote
business decisions that support long-term value creation
and share price appreciation, rather than delivering scale
and size without clear shareholder returns. As the Company
operates in a business environment where renewable energy
projects take a long time to mature and ultimately crystallise
value, the Employee LTIP 2024 has been designed to
incentivise decision making in support of this long-term value
creation, which is being reflected in the length of the exercise
and vesting periods. The Employee LTIP 2024 is further fully
aligned with the interest of shareholders as any pay-out will
require a share price increase, which is considered to be
an appropriate performance criterion given the Company’s
current phase of development. The share price is the best
measure to determine shareholder value creation, and the
Employee LTIP 2024 will only deliver value to the extent that
Group management are able to increase the Company’s
valuation. It is also challenging to find a suitable peer group
at this phase of the Company’s development, or other
performance conditions, which would adequately assess the
Company’s performance against market. A performance
condition focused on growth targets may not lead to
share price appreciation and could in essence reward
outcomes, which are not aligned with value appreciation for
shareholders, in particular under current market conditions.
Policy on Remuneration for Group management
The remuneration of Group management follows the
principles that are applicable to all employees, however,
these principles must be approved by the shareholders
at the AGM. The Compensation Committee therefore
prepares for approval by the Board and for submission
for final approval to the AGM, a Policy on Remuneration
for Group management when any changes are proposed
or at least once every four years. The Board does not
propose any changes to the Policy on Remuneration for
Group management as approved by the 2022 EGM, which
is reproduced below. The Remuneration Report, which can
be found on the Company’s website, describes in more
detail outcomes and how decisions were taken by the
Compensation Committee during 2024.
The annual variable remuneration for Group management
is assessed against annual performance targets that
signal and reward the strategic and operational results
and behaviours expected for the year, which contribute
to long-term, sustainable value creation for Orrön Energy.
The performance target structure, and specific targets and
weightings, are reviewed annually by the Compensation
Committee to ensure that it aligns with the strategic direction
and risk appetite of the Company and the performance
target structure and specific targets are approved by the
Board.
Long-term incentive plan 2024
The 2024 AGM resolved to establish a long-term share-
related incentive plan in the form of a share option plan for
members of Group management and other employees of
the Company (Employee LTIP 2024), which follows the same
principles as the Employee LTIP 2022 approved by the 2022
EGM and the Employee LTIP 2023 approved by the 2023 AGM.
Under the Employee LTIP 2024, participants were granted
options free of charge. Each option entitles the participant
to purchase shares in the Company at an exercise price
of SEK 7.59 The employee options under the Employee LTIP
2024 vest on 31 May 2027 and participants will be entitled
to exercise all or part of the options until 31 May 2031 (the
Major topics addressed by Group management in 2024
• Considering the strategy of the Company and evaluating future business opportunities under demanding market conditions.
• Considering numerous new ventures and investment opportunities.
• Negotiating and concluding transactions to add a total of 50 GWh of annual long-term proportionate power generation in the
Nordics.
• Negotiating and completing the acquisition of an early-stage portfolio of wind and battery projects in Finland.
• Negotiating and completing the sale of the Leikanger hydropower plant at a value accretive price, reducing net debt
significantly.
• Managing and overseeing the early stage solar, wind and battery greenfield development portfolio, including reaching the
Ready-to Permit stage for the first project in the UK and launching a sales process, and completion of the first battery project in
Sweden on schedule and within budget.
• Managing the creation of new revenue streams through implementation of ancillary services across various assets.
• Mitigating the impact of low pricing through implementation of voluntary curtailments across various assets.
• Negotiating the exercise of an accordion option to increase the Company’s credit facility to 190 MEUR, with a subsequent
reduction to 170 MEUR following the sale of the Leikanger hydropower plant.
• Strengthening cybersecurity across the business, including ensuring compliance with upcoming regulations.
• Managing the sustainability strategy of the Company, including overseeing the process to obtain Prime Status by ISS, creating a
due diligence framework and achieving carbon neutrality across Scope 1 and 2 emissions.
• Overseeing HSE related work of the Company, including safe management and remediation of a fire incident at one wind
turbine.
• Considering the Company’s production and asset performance, business forecasts and future outlook.
• Overseeing the performance of the wider asset base of the Company and implementing monitoring systems and processes to
further improve operational excellence and financial reporting.
• Managing the implementation of the Swedish Foreign Direct Investment legislation.
• Continued engagement with investors and other stakeholders.
• Considering and managing the implications of the ongoing trial in relation to past operations in Sudan, and of the legacy
Indonesian tax case.
DIRECTORS’ REPORT | Corporate Governance Report
===== SIDA 35 =====
33
The Board therefore believes that the Employee LTIP 2024
is the best way to ensure a clear alignment between
performance outcomes for both shareholders and Group
management.
It is also considered that the Employee LTIP 2024 is best
financed through delivery of shares allowing the Company
to allocate all available capital towards growth. To minimise
dilution and impact on shareholders, the net equity
settlement method has been chosen to ensure that only the
value created over and above the market price of the share
at award is delivered, leading to a significantly lower dilution
than the headline amount of options issued. As an example,
assuming a scenario with an average share price growth
of 10 percent per annum over seven years, the dilution to
shareholders would reduce by 50 percent compared to the
headline dilution.
Shares received through the Employee LTIP 2024 are further
subject to certain disposal restrictions to ensure that Group
management build towards a meaningful shareholding in
Orrön Energy. The level of shareholding expected of each
management participant is 100 percent (200 percent for the
CEO) of the participant’s annual gross base salary over time
by retaining minimum 50 percent of exercised shares, net
of tax. The CEO holds 550,000 shares in the Company and
the remainder of Group management hold 180,000 shares in
aggregate as per 31 March 2025.
Performance monitoring and review
The Board is responsible for monitoring and reviewing on a
continuous basis the work and performance of the CEO and
shall carry out at least once a year a formal performance
review. The Board also considered proposals regarding the
compensation of the CEO and other members of Group
management. Neither the CEO nor other members of Group
management were present at the Board meetings when
discussions regarding their compensation took place.
The tasks of the Compensation Committee also include
monitoring and evaluating the general application of the
Policy on Remuneration, as approved by the shareholders’
meeting, and the Compensation Committee prepares a
yearly Remuneration Report, for approval by the Board and
the AGM, on the application of the Policy on Remuneration
and the evaluation of Group management remuneration.
As part of its review process, the statutory auditor of the
Company also verifies on a yearly basis whether the
Company has complied with the Policy on Remuneration.
Both reports are available on the Company’s website.
The following Policy on Remuneration for Group
Management was approved by the 2022 EGM
Application of the Policy
This Policy on Remuneration applies to the remuneration of
“Group management” at the Company, which includes (i) the
Chief Executive Officer (the “CEO”), (ii) the Deputy CEO, who
from time to time may be designated from one of the other
members of Group management, and (iii) executives so
designated by the Board. The Policy also applies to members
of the Board of Directors (the “Board”) of the Company
where remuneration is paid for work performed outside the
directorship.
The Policy is, together with previous years’ Policies, available
on the Company’s website and it will remain available for ten
years.
Key remuneration principles at the Company
The Company’s remuneration principles and policies
are designed to ensure responsible and sustainable
remuneration decisions that support the Company’s
strategy, shareholders’ long-term interests and sustainable
business practices. It is the aim of the Company to recruit,
motivate and retain high calibre executives capable of
achieving the objectives of the Company and to encourage
and appropriately and fairly reward executives for their
contributions to the Company’s success.
Remuneration to members of the Board
In addition to Board fees resolved by the General Meeting,
remuneration as per prevailing market conditions may be
paid to members of the Board for work performed outside
the directorship.
Compensation Committee
The Board has established a Compensation Committee to
support it on matters of remuneration relating to the CEO,
the Deputy CEO (if appointed), other members of Group
management and other key employees of the Company. The
objective of the Committee is to structure and implement
remuneration principles to achieve the Company’s strategy,
the principal matters for consideration being:
• the review and implementation of the Company’s
remuneration principles for Group management, including
this Policy which requires approval by the General Meeting
of Shareholders;
• the remuneration of the CEO and the Deputy CEO
(if appointed), as well as other members of Group
management, and any other specific remuneration issues
arising;
• the design of long-term incentive plans that require
approval by the General Meeting of Shareholders; and
• compliance with relevant rules and regulatory provisions,
such as this Policy, the Swedish Companies Act, the
Swedish Corporate Governance Code and the Swedish
Stock Market Self-Regulation Committee’s Rules on
Remuneration of the Board and Executive Management
and on Incentive Programmes.
DIRECTORS’ REPORT | Corporate Governance Report
===== SIDA 36 =====
34
Elements of remuneration for Group management
There are four key elements to the remuneration of Group management:
Description, purpose and link to
strategy and sustainability Process and governance
Relative share of
estimated/maximum
total reward
1
a) Base salary • Fixed cash remuneration paid
monthly. Provides predictable
remuneration to aid attraction and
retention of key talent.
• The Committee reviews salaries
every year as part of the review of
total remuneration (see below for
a description of the benchmarking
process).
30%
b) Annual variable
remuneration
• Annual bonus is paid for
performance over the financial
year.
• Each position has a set expected
bonus opportunity, which can be up
to the equivalent of 12 months’ base
salary.
• Any value awarded by the Board
that is more than 12 months’
base salary is paid for delivering
outstanding performance, subject
to a maximum cap of 18 months
base salary.
• Signals and rewards the strategic
and operational results and
behaviours expected for the year
that contribute to the long-term,
sustainable value creation of the
Company.
• The annual review of total
remuneration also considers
annual bonus awards, outcomes,
target structure, weightings of
targets and specific target levels of
performance.
• Measurable financial and non-
financial performance requirements
are identified according to position
and responsibilities and include
delivery against power generation,
investment, financial, ESG and
strategic targets.
• The Committee reviews the design
of annual variable remuneration
separately.
15%
c) Long-term
incentive plan
• Annual awards of equity-based
long-term incentives, approved by
the General Meeting, that align the
interests of participants with those
of shareholders.
• Awards may be granted with a fair
value of up to 300% of base salary
at award.
• Annual review of total remuneration
considers long-term incentive
awards and outcomes.
• Group Management are required
to build a significant personal
shareholding of up to 100% of
base salary (200% for the CEO)
over time by retaining 50% of
exercised shares, net of tax, until the
predetermined limit for the personal
shareholding has been achieved.
• The Committee reviews the design
of long-term incentives separately.
50%
d) Benefits
• Predictable benefits to help
facilitate the discharge of each
executive’s duties, aiding the
attraction and retention of key
talent.
• The Committee reviews benefits
and contractual terms regularly to
ensure that the Company does not
fall behind the market.
• Benefits are set with reference to
external market practices, internal
practices, position and relevant
reference remuneration.
5%
Total 100%
1 Estimated reward shows the percentage of total reward where proportions are estimated assuming 50 per cent of maximum annual bonus and the fair
value of the long-term incentive without any further share price or dividend effect. Different actual awards and the variable nature of incentives means
that the actual proportions for an individual may be different.
DIRECTORS’ REPORT | Corporate Governance Report
===== SIDA 37 =====
35
DIRECTORS’ REPORT | Corporate Governance Report
When the Committee makes decisions, including
determining, reviewing and implementing the Policy, it follows
a process where:
• the Board sets and reviews the terms of reference of the
Committee;
• the Chair of the Committee approves the Committee’s
agenda;
• the Committee considers any reports, data and
presentations and debates any proposal. In its
considerations the Committee will give due regard to the
Company’s situation, the general and industry specific
remuneration environment, the remuneration and terms
of employment of the broader employee population,
feedback from different stakeholders, relevant codes,
regulations and guidelines published from time to time;
• the Committee may request the advice and assistance
of management representatives, other internal expertise
and of external advisors. However, it shall ensure that there
is no conflict of interest regarding other assignments that
any such advisors may have for the Company and Group
management;
• the Committee ensures through a requirement to notify
and recuse oneself that no individual with a conflict of
interest will take part in a remuneration decision that may
compromise such a decision;
• once the Committee is satisfied that it has been properly
and sufficiently informed, it will make its decisions and,
where required, formulate proposals for approval by the
Board; and
• the Board will consider any items for approval or proposals
from the Committee and, following its own discussions,
make decisions, proposals for a General Meeting of
Shareholders and/or further requests for the Committee to
deliberate on.
Review and benchmarking
The Committee undertakes reviews of the Company’s
remuneration policies and practices considering the total
remuneration of each executive as well as the individual
components. Levels are set considering:
• the total remuneration opportunity;
• the external pay market;
• the scope and responsibilities of the position;
• the skills, experience and performance of the individual;
• the Company’s performance, affordability of reward and
general market conditions; and
• levels and increases in remuneration, as well as other
terms of employment, for other positions within the
Company.
External benchmarks for total remuneration are acquired
when the Committee considers it necessary, consisting
of one or more sets of companies that compete with the
Company for talent, taking into consideration factors like
size, complexity, geography and business profile when
determining such peer groups.
Variable remuneration
The Company considers that variable remuneration forms
important parts of executives’ remuneration packages, where
associated performance targets reflect the key drivers for
pursuing the Company’s strategy, and to achieve sustainable
value creation and growth in long-term shareholder value.
The Committee ensures that performance and design align
with the strategic direction and risk appetite of the Company
before incentives are approved by the Board.
There is no deferral of incentive payments, however, the
Board can recover annual bonuses paid in the unlikely event
of outcomes based on information which is subsequently
proven to have been manifestly misstated. The Board
can also in exceptional circumstances reduce long-term
incentive awards, including reducing them to zero, should it
consider the vesting outcome to incorrectly reflect the true
performance of the Company.
Benefits
Benefits provided shall be based on market terms and
shall facilitate the discharge of each executive’s duties. The
pension provision is the main benefit and follows the local
practice of the geography where the individual is based.
The pension benefits consist of a basic defined contribution
pension plan, where the employer provides 60 per cent
and the employee 40 per cent of an annual contribution of
up to 18 per cent of the capped pensionable salary and, at
the Board’s discretion, a supplemental defined contribution
pension plan where the employer provides 60 per cent and
the employee 40 per cent of a contribution up to 14 per cent
of the capped pensionable salary.
Severance arrangements
Executives have rolling contracts where mutual notice
periods of up to twelve months apply between the Company
and the executive. In addition, severance terms are
incorporated into the employment contracts for executives
that give rise to compensation in the event of termination
of employment due to a change of control of the Company.
Such compensation, together with applicable notice periods,
shall not exceed 24 months’ base salary.
The Board is further authorised, in individual cases, to
approve severance arrangements, in addition to the notice
periods and the severance arrangements in respect of a
change of control of the Company, where employment is
terminated by the Company without cause, or otherwise in
circumstances at the discretion of the Board. Such severance
arrangements may provide for the payment of up to 12
months’ base salary.
In all circumstances, severance payments in aggregate (i.e.
for notice periods and severance arrangements) shall be
limited to a maximum of 24 months’ base salary
===== SIDA 38 =====