FULLTEXT DEL 2 AV 2
Årsredovisning 2024
36
DIRECTORS’ REPORT | Corporate Governance Report
Internal control over financial reporting
The purpose of internal control over financial reporting
is to provide assurance with regards to the reliability of
the external financial reporting and to ensure that the
financial reporting is produced in accordance with generally
accepted accounting principles, applicable legislation and
with other requirements imposed on listed companies.
The Board has overall responsibility for establishing and
monitoring an effective system for internal control. The
CEO is responsible for ensuring that both a process and
an adequate organisation are in place to safeguard
internal control and the quality of the internal and external
financial reporting. The purpose of this report is to provide
shareholders and other parties with an understanding of how
internal control is organised at Orrön Energy.
Orrön Energy’s system for internal control over financial
reporting is based on the Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The five components of this
framework are control environment, risk assessment, control
activities, information and communication and monitoring
activities.
The Board has assessed the need for establishing an internal
audit function but concluded that the control environment
and the control activities carried out by the Company, the
Board and the Audit Committee are sufficient to ensure
adequate internal control over financial reporting.
Control environment
The control environment is the foundation of Orrön Energy’s
system for internal control and is defined by the Company’s
policies and procedures, guidelines and codes as well as its
responsibility and authority structure. In the area of control
activities, Orrön Energy has documented all critical, financial
processes and controls in the Group. The business culture
established within the Group is also fundamental to ensure
highest level of ethics, morals and integrity.
Risk assessment
Risks relating to financial reporting are evaluated and
monitored by the Board through the Audit Committee. The
Group’s risk assessment process is used as a means to
monitor that risks are managed and consists in identifying
and evaluating risks and also determining the potential
impact on the financial reporting. Regular reviews on local
level as well as on Group level are made to assess any
changes made in the Group that may affect internal control.
Control activities
Control activities range from high level reviews of financial
results in management meetings to detailed reconciliation
of accounts and day to day review and authorisation of
payments. The monthly review and analysis of the financial
reporting made on Company level and Group level are
important control activities performed to ensure that the
financial reporting does not contain any significant errors
and also to prevent fraud.
Information and communication
Orrön Energy has processes in place aiming to ensure
effective and correct information in regards to financial
reporting, both internally within the organisation as well as
externally to the public to meet the requirements for a listed
company. All information regarding the Company’s policies,
procedures and guidelines is available to the Group’s
employees and any updates and changes to reporting
and accounting policies are issued via email and at regular
finance meetings. In addition, the Information Policy ensures
that the public is provided with accurate, reliable, and
relevant information concerning the Group and its financial
position at the right time.
Monitoring
Follow-up, improvements and the development of systems,
processes and controls take place on an ongoing basis.
Continuous monitoring of control activities is made at
different levels of the organisation and involves both formal
and informal procedures performed by management,
process owners or control owners.
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FINANCIAL STATEMENTS AND NOTES
Financial Statements and Notes
Consolidated income statement 38
Consolidated statement of comprehensive income 39
Consolidated balance sheet 40
Consolidated statement of cash flow 41
Consolidated statement of changes in equity 42
Notes to the financial statements of the Group 43
- Note 1 – Accounting policies 43
- Note 2 – Share in result of associates and joint ventures 48
- Note 3 – Finance income 48
- Note 4 – Finance costs 48
- Note 5 – Income tax 48
- Note 6 – Property, plant and equipment 50
- Note 7 – Investments in associates and joint ventures 51
- Note 8 – Financial instruments and financial risk management 52
- Note 9 – Revenue 55
- Note 10 – Other current financial assets 55
- Note 11 – Supplementary information to the Statement of Cash Flows 55
- Note 12 – Equity 56
- Note 12.1 – Share capital and additional paid in capital 56
- Note 12.2 – Other reserves 56
- Note 12.3 – Retained earnings 56
- Note 12.4 – Earnings per share 57
- Note 13 – Interest bearing loans and borrowings 57
- Note 14 – Provisions 57
- Note 15 – Trade and other payables 58
- Note 16 – Changes in liabilities with cash flow movements 58
- Note 17 – Contingent liabilities and assets 58
- Note 18 – Related party transactions 59
- Note 19 – Average number of employees 59
- Note 20 – Personnel expenses 60
- Note 21 – Long-term incentive plans 62
- Note 22 – Remuneration to the Group’s auditors 64
- Note 23 – Subsequent events 64
Annual accounts of the Parent Company 65
Parent Company income statement 66
Parent Company comprehensive income statement 67
Parent Company balance sheet 68
Parent Company statement of cash flow 69
Parent Company statement of changes in equity 70
Notes to the financial statements of the Parent Company 71
- Note 1 – Finance income 71
- Note 2 – Finance costs 71
- Note 3 – Income tax 71
- Note 4 – Receivables 71
- Note 5 – Other liabilities 71
- Note 6 - Supplementary information to the Statement of Cash Flows 72
- Note 7 – Remuneration to the auditor 72
- Note 8 – Proposed disposition of unappropriated earnings 72
- Note 9 – Pledged assets 72
- Note 10 – Shares in subsidiaries 72
Board assurance 74
Auditor’s report 75
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MEUR Note 2024 2023
Revenue 9 25.7 28.0
Other income 9 11.0 0.4
Operating expenses -12.5 -12.6
General and administration expenses 20, 21, 22 -19.8 -18.2
Depreciation -15.9 -11.9
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
Finance costs 4 -7. 1 -8.4
Net financial items -1.8 -2.1
Profit/loss before income tax -19.3 -19.1
Income tax 5 6.0 11.5
Net result -13.3 -7.6
Attributable to:
Shareholders of the Parent Company -13.4 -8.0
Non-controlling interest 0.1 0.4
-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
1 Based on net result attributable to shareholders of the Parent Company.
FINANCIAL STATEMENTS AND NOTES
Consolidated Income Statement
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MEUR 2024 2023
Net result -13.3 -7.6
Items that may be subsequently reclassified to profit or loss:
Exchange differences foreign operations -4.4 4.5
Items that will not be reclassified to profit or loss:
Changes in the fair value of equity investments 0.4 –
Other comprehensive income, net of tax -4.0 4.5
Total comprehensive income -17.3 -3.1
Attributable to:
Shareholders of the Parent Company -17.4 -3.4
Non-controlling interest 0.1 0.3
-17.3 -3.1
FINANCIAL STATEMENTS AND NOTES
Consolidated Statement of Comprehensive Income
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MEUR Note 2024 2023
ASSETS
Non-current assets
Intangible assets 0.1 –
Property, plant and equipment 6 281.3 295.2
Investment in associates and joint ventures 7 41.0 34.0
Deferred tax assets 5 40.2 39.3
Non-current financial assets 8 46.7 95.5
409.3 464.0
Current assets
Other current assets 6.3 7.5
Trade receivables 0.5 1.7
Other current financial assets 8, 10 14.5 5.7
Cash and cash equivalents 17.6 21.8
38.9 36.7
TOTAL ASSETS 448.2 500.7
EQUITY AND LIABILITIES
Equity
Share capital 12.1 0.4 0.4
Additional paid in capital 12.1 315.8 315.8
Other reserves 12.2 1.8 2.5
Retained earnings 12.3 32.1 39.4
Net result -13.4 -7.6
336.7 350.5
Non-controlling interest 2.7 2.9
TOTAL EQUITY 339.4 353.4
Non-current liabilities
Interest bearing loans and borrowings 13 83.6 114.7
Deferred tax liability 5 11.4 15.9
Provisions 14 2.1 3.0
97.1 133.6
Current liabilities
Trade and other payables 15 11.0 12.7
Current tax liabilities 5 0.1 0.2
Other current financial liabilities 8 0.6 0.8
11.7 13.7
TOTAL LIABILITIES 108.8 147.3
TOTAL EQUITY AND LIABILITIES 448.2 500.7
FINANCIAL STATEMENTS AND NOTES
Consolidated Balance Sheet
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MEUR Note 2024 2023
Cash flows from operating activities
Net result -13.3 -7.6
Adjustments for items not included in the Cash flow 11 9.7 8.1
Interest received 4.2 4.7
Interest paid -6.7 -3.7
Income taxes paid – -0.2
Distributions received 0.2 13.1
Distributions paid to non-controlling interest -0.3 -0.3
Changes in working capital:
Changes in receivables 0.5 4.9
Changes in liabilities -0.6 -3.5
Total cash flows from operating activities -6.3 15.5
Cash flows from investing activities
Investment in renewable energy business
1 -15.0 -72 . 3
Acquisition of subsidiary net of cash -0.1 -6.7
Investment in associated companies -1.8 -0.1
Proceeds from equity investments 0.4 –
Proceeds from sale of joint venture 28.9 –
Repayment of loan from joint venture 20.2 –
Total cash flows from investing activities 32.6 -79. 1
Cash flows from financing activities
Net drawdown of credit facility 16 65.0 94.6
Repayment of credit facility 16 -94.8 -35.6
Financing fees paid -0.3 -1.3
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
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.
FINANCIAL STATEMENTS AND NOTES
Consolidated Statement of Cash Flows
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MEUR
Share
capital
Additional paid-
in capital/
other reserves
Retained
earnings Total
Non-
controlling
interest
Total
equity
1 January 2023 0.4 310.3 40.7 351.4 8.3 359.7
Comprehensive income
Net result – – -8.0 -8.0 0.4 -7.6
Other comprehensive income – 4.6 – 4.6 -0.1 4.5
Total comprehensive income – 4.6 -8.0 -3.4 0.3 -3.1
Transactions with owners
Non-controlling interests – – – – -5.9 -5.9
Share based payments – – 2.7 2.7 – 2.7
Total transaction with owners – – 2.7 2.7 -5.9 -3.2
31 December 2023 0.4 314.9 35.4 350.7 2.7 353.4
Adjustment of opening balance
1 – 3.4 -3.6 -0.2 0.2 –
31 December 2023 - Restated 0.4 318.3 31.8 350.5 2.9 353.4
Comprehensive income
Net result – – -13.4 -13.4 0.1 -13.3
Other comprehensive income – -4.0 – -4.0 – -4.0
Total comprehensive income – -4.0 -13.4 -17.4 0.1 -17.3
Transactions with owners
Non-controlling interests – – – – -0.3 -0.3
Share based payments – 3.4 – 3.4 – 3.4
Other – – 0.2 0.2 – 0.2
Total transaction with owners –
3.4 0.2 3.6 -0.3 3.3
31 December 2024 0.4 317.7 18.6 336.7 2.7 339.4
1 Reclassification within equity between retained earnings, other reserves and non-controlling interest.
FINANCIAL STATEMENTS AND NOTES
Consolidated Statement of Changes in Equity
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Note 1 – Accounting policies
General information
Orrön Energy AB (publ), with company registration number 556610-8055, is a limited liability company and its registered office is
located at Hovslagargatan 5, Stockholm, Sweden. The Orrön Energy share is listed on Nasdaq Stockholm.
The Company is active in the renewable energy sector and holds a core portfolio consisting of high-quality cash flow generating
assets coupled with greenfield growth opportunities. Its subsidiaries’ primary operations are located in the Nordics, the UK,
Germany, and France and are described in detail in the Directors’ Report in this Annual and Sustainability Report.
The consolidated financial statements for the financial year ending on 31 December 2024 were approved by the Board of
Directors on 2 April 2025, and will be presented to the Annual General Meeting for adoption on 5 May 2025.
Basis of preparation
The consolidated financial statements of Orrön Energy have been prepared in accordance with IFRS Accounting Standards and
the Swedish Annual Accounts Act (1995:1554). IFRS Accounting Standards comprise IFRS Accounting Standards, IAS Standards,
and Interpretations developed by the IFRS Interpretations Committee. In addition, RFR 1 Supplementary rules for groups has been
applied as issued by the Swedish Corporate Reporting Board.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and also
requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed under the headline Critical accounting estimates and judgements. The consolidated financial
statements have been prepared under the historical cost convention, except for items that are required to be accounted for at
fair value as detailed in the Group’s accounting policies. Intercompany transactions and balances have been eliminated.
The consolidated financial statements are presented in Euro (EUR), which is the currency the Group has elected to use as the
presentation currency. All amounts have been rounded off to the nearest million EUR (MEUR), with one decimal, except when
otherwise indicated.
Accounting standards, amendments and interpretations
The Group has applied the following standards and amendments for the first time for its annual reporting period commencing
1 January 2024.
- Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1
- Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
- Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments listed above did not have any impact on the amounts recognised in prior years or in the current period and
are not expected to significantly affect future periods.
Certain amendments to accounting standards have been published that are not mandatory for 31 December 2024 reporting
periods and have not been early adopted by the group. These amendments are not expected to have a material impact on the
Group in the current or future reporting periods and on foreseeable future transactions.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing
the Group’s control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are
deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree
and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date.
The non-controlling interest in a subsidiary represents the portion of the subsidiary not owned by the Group. The equity of the
subsidiary relating to the non-controlling shareholders is shown as a separate item within equity for the Group. The Group
recognises any non-controlling interest on an acquisition-by-acquisition basis, either at fair value or at the non-controlling
interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets.
Intercompany transactions, balances, income and expenses on transactions between group companies are eliminated.
Profits and losses resulting from intercompany transactions are also eliminated. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the group.
FINANCIAL STATEMENTS AND NOTES
Notes to the Consolidated Financial Statements
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Joint ventures
An investment in a joint venture is an investment in an undertaking where the Group has joint control, generally accompanying
a shareholding of not more than 50 percent of the voting right. Joint control is the contractually agreed sharing of control, which
exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Such
investments are accounted for in the consolidated financial statements in accordance with the equity method and are initially
recognised at cost. The difference between the acquisition cost of shares in a joint venture and the net fair value of the assets,
liabilities and contingent liabilities of the joint venture recognised at the date of acquisition is recognised as goodwill. The goodwill
is included within the carrying amount of the joint venture and is assessed for impairment as part of the investment. The Group’s
share in the post-acquisition results of the joint venture is recognised in the income statement and the Group’s share in post-
acquisition movements in other comprehensive income of the joint venture are recognised directly in other comprehensive income
of the Group. When the Group’s accumulated share of losses in a joint venture equals or exceeds its interest in the joint venture, the
Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s percentage
in the joint ventures. Unrealised losses are also eliminated unless transaction provides evidence of an impairment of the asset
transferred.
Associated companies
An investment in an associated company is an investment in an undertaking where the Group exercises significant influence
but not control, generally accompanying a shareholding of at least 20 percent but not more than 50 percent of the voting
rights. Such investments are accounted for in the consolidated financial statements in accordance with the equity method and
are initially recognised at cost. The difference between the acquisition cost of shares in an associated company and the net
fair value of the assets, liabilities and contingent liabilities of the associated company recognised at the date of acquisition is
recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as
part of the investment. The Group’s share in the post-acquisition results of the associated company is recognised in the income
statement and the Group’s share in post-acquisition movements in other comprehensive income of the associated company
are recognised directly in other comprehensive income of the Group.
When the Group’s accumulated share of losses in an associated company equals or exceeds its interest in the associated
company, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s
percentage in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment
of the asset transferred.
Foreign currencies
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (functional currency). The consolidated financial statements are presented
in Euro, which is the currency the Group has elected to use as the presentation currency.
Transactions and balances
Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange prevailing at the
balance sheet date and foreign exchange currency differences are recognised in the income statement. Transactions in
foreign currencies are translated at exchange rates prevailing at the transaction date. Exchange differences are included in
finance income/costs in the income statement except deferred exchange differences on qualifying cash flow hedges which are
recorded in other comprehensive income.
Presentation currency
The balance sheets and income statements of foreign Group companies are translated for consolidation purposes. All assets
and liabilities are translated at the balance sheet date rates of exchange, whereas the income statements are translated
at average rates of exchange for the year, except for transactions where it is more relevant to use the rate of the day of the
transaction. The translation differences which arise are recorded directly in the foreign currency translation reserve within
other comprehensive income. Upon disposal of a foreign operation, the translation differences relating to that operation will be
transferred from equity to the income statement and included in the result on sale.
Exchange rates
For the preparation of the annual financial statements, the following currency exchange rates have been used.
31 Dec 2024 31 Dec 2023
Average Period end Average Period End
1 EUR equals SEK 11.4309 11.4590 11.4728 11.0960
1 EUR equals NOK 11.6251 11.7950 11.4244 11.2405
1 EUR equals GBP 0.8466 0.8292 0.8699 0.8691
1 EUR equals CHF 0.9526 0.9412 0.9717 0.9260
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Classification of assets and liabilities
Non-current assets, long-term liabilities and non-current provisions consist of amounts that are expected to be recovered or
paid more than twelve months after the balance sheet date. Current assets, current liabilities and current provisions consist
solely of amounts that are expected to be recovered or paid within twelve months after the balance sheet date.
Property, plant and equipment
Property, plant and equipment are recognised at cost less accumulated depreciation and any impairment. The cost includes
expenditure which is directly attributable to the acquisition of the asset. The cost for wind farms also includes, in contrast to the
cost for other investments, normal expenses for calibration and commissioning. Interest expenses during the construction and
assembly period are included in the cost.
In conjunction with the granting of permits for the construction of wind turbines, the Group commits to restore land to its
original condition after the end of the turbines’ useful life. The estimated future expense for this restoration is provided for in the
consolidated financial statements and is calculated using an estimated pre-tax discount rate that reflect the current market
assessment of the time value of money.
Subsequent expenditure increases the asset’s carrying amount or is recognised as a separate component only when it is likely
that the future economic benefits associated with the asset will accrue to the Group, and the cost of the asset can be reliably
estimated. All other forms of repair and maintenance are recognised as expenses in the income statement in the period in
which they arise.
Land is assumed to have an indefinite useful life and is therefore not depreciated. The value of wind farms is depreciated on
a straight-line basis down to a maximum of the asset’s estimated residual value and over the asset’s expected useful life. The
depreciation of wind farms is initiated when the commercial handover from the constructor has taken place.
For the calculation of depreciation according to plan, the following useful lives are applied:
– Buildings 20 years
– Wind turbines and foundations 10–30 years
– Other equipment 3–5 years
Impairment of assets
At each balance sheet date, the Group assesses whether there is an indication that an asset may be impaired. Where an
indicator of impairment exists or when impairment testing for an asset is required, the Group makes a formal assessment of
the recoverable amount. Where the carrying value of a cash generating unit (CGU) exceeds its recoverable amount the CGU
is considered impaired and is written down to its recoverable amount. The recoverable amount is the higher of fair value less
costs to sell and value in use. Value in use is calculated by discounting estimated future cash flows to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
When the recoverable amount is less than the carrying value an impairment loss is recognised with the expensed charge to the
income statement.
If indications exist that previously recognised impairment losses no longer exist or are decreased, the recoverable amount
is estimated. When a previously recognised impairment loss is reversed the carrying amount of the asset is increased to the
estimated recoverable amount but the increased carrying amount may not exceed the carrying amount after depreciation that
would have been determined had no impairment loss been recognised for the asset in prior years.
Financial assets and liabilities
Assets and liabilities are recognised initially at fair value plus transaction costs and subsequently measured at amortised cost
unless stated otherwise. Financial assets are derecognised when the rights to receive cash flows from the investments have
expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Financial
assets and liabilities are categorised according to whether they are measured at amortised cost, at fair value through other
comprehensive income, or at fair value through profit or loss. Orrön Energy recognises the following financial assets and
liabilities:
Financial assets at amortised cost
Financial assets that are held for collection of contractual cash flows where those cash flows represent solely payments of
principal and interest are measured at amortised cost. The Group’s loans and receivables consist of fixed or determined cash
flows related solely to principal and interest amounts or contractual energy sales. The Group’s intent is to hold these receivables
until cash flows are collected. Loans are recognised initially at fair value, net of any transaction costs incurred and subsequently
measured at amortised cost.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets measured at FVTPL are assets which do not qualify as financial assets at amortised cost or at fair value through
other comprehensive income.
Financial liabilities at amortised cost
Financial liabilities are measured at amortised cost, unless they are required to be measured at FVTPL, or the Group has opted
to measure them at FVTPL. Borrowings and accounts payable are recognised initially at fair value, net of any transaction costs
incurred, and subsequently at amortised cost using the effective interest method.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Financial liabilities at FVTPL
Financial liabilities measured at FVTPL are liabilities which include embedded derivatives and cannot be classified as amortised
cost.
Impairment of financial assets
The measurement of impairment of financial assets is based on the expected credit losses model. For the trade and other
receivables, the Group applies the simplified approach which requires the use of the lifetime expected loss provision for all trade
receivables. In estimating the lifetime expected loss provision, the Group considered historical industry default rates as well as
credit ratings of major customers. Additional disclosure related to the Group’s financial assets is included in Note 9.
Derivatives used for hedging
Derivative financial instruments may be used by the Group to manage economic exposure to market risks relating to foreign
currency exchange rates and interest rates. Derivative financial instruments are initially recognised at fair value on the date a
derivative contract is entered into and are subsequently remeasured at their fair value. Where specific financial instruments are
executed, The Group assesses, both at the time of purchase and on an ongoing basis, whether the financial instrument used in
the particular transaction is effective in offsetting changes in fair values or cash flows of the transaction.
The effective portion of changes in the fair value of derivatives that qualify as cash flow hedges are recognised in other
comprehensive income. The gain or loss relating to the ineffective portion, if any, is recognised immediately in the income
statement. Amounts accumulated in other comprehensive income are transferred to the income statement in the period when
the hedged item will affect the income statement. When a hedging instrument no longer meets the requirements for hedge
accounting, expires or is sold, any accumulated gain or loss recognised in other comprehensive income remains in shareholders’
equity until the forecast transaction no longer is expected to occur, at which point it is transferred to the income statement.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised costs using the effective interest method, with interest expense recognised on an effective yield basis. The effective
interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the
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
months or less.
Equity
Share capital consists of the registered share capital for the Parent Company. Share issue costs associated with the issuance of
new equity are treated as a direct reduction of proceeds. Excess contribution in relation to the issuance of shares is accounted
for in the item additional paid-in-capital.
When any group company purchases the Parent Company’s equity share capital (treasury shares), the consideration paid,
including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Parent
Company’s equity holders until these shares are cancelled or sold. Where these shares are subsequently sold, any consideration
received, net of any directly attributable incremental transaction costs and related income tax effects, is included in equity
attributable to the Company’s equity holders.
The change in fair value of hedging instruments which qualify for hedge accounting is accounted for in the hedge reserve. Upon
settlement of the hedge instrument, the hedged item will be transferred to the income statement. The currency translation
reserve contains unrealised translation differences due to the conversion of the functional currencies into the presentation
currency. Retained earnings contain the accumulated results attributable to the shareholders of the Parent Company.
Provisions
A provision is reported when the Company has a legal or constructive obligation as a consequence of an event and is more
likely than not that an outflow of resources is required to settle the obligation, and a reliable estimate can be made of the
amount.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation and the
discount rate used in the calculation is the risk-free rate with the addition of a credit risk element. The increase in the provision
due to passage of time is recognised as finance costs.
On land where the Group is required to contribute to site restoration costs, a provision is recorded to recognise the future
commitment. An asset is created, as part of the wind farm, to represent the discounted value of the anticipated site restoration
liability and depleted over the life of the asset. The corresponding accounting entry to the creation of the asset recognises the
discounted value of the future liability. The discount applied to the anticipated site restoration liability is subsequently released
over the life of the asset and is charged to financial expenses. Changes in site restoration costs and provisions are treated
prospectively and consistent with the treatment applied upon initial recognition.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Revenue recognition
Income is recognised in the income statement when control has been passed to the purchaser. Orrön Energy’s net sales include
the sale of generated electricity, earned and sold electricity certificates and guarantees of origin, as well as gains and losses
from electricity and currency derivatives attributable to the hedged production. Income arising from the sale of generated
electricity is recognised at a point in time in the period in which delivery took place, at the spot price, forward price or other
contracted price. Income relating to electricity certificates is recognised over time at the applicable spot price, forward price or
other contracted price for the period in which the electricity certificate is earned, which is the period in which the electricity was
produced. Income from electricity, electricity certificates and guarantees of origin is recognised in net sales from the date of
commissioning.
Electricity certificates are recognised under inventories in the balance sheet when they are registered in the Swedish Energy
Agency’s account, and as accrued income for any periods during which they have been earned but not yet registered.
Borrowing costs
Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those
assets. Qualifying assets are assets that take a substantial period of time to complete for their intended use or sale. Investment
income earned on the temporary investment of specific borrowings pending to be used for the qualifying asset, is deducted
from the borrowing costs eligible for capitalisation. This applies on the interest on borrowings to finance wind farms under
development which is capitalised within the wind farm until production commences. All other borrowing costs are recognised
in the income statement in the period in which they occur. Interest on borrowings to finance the acquisition of producing wind
farms is charged to the income statement as incurred.
General and administration expenses
Expenses which are classified as general, and administration expenses include all costs which are not directly attributable to
operations. These costs mainly consist of personnel costs, office costs, costs for travel and external services.
Employee benefits
Short-term employee benefits
Short-term employee benefits such as salaries, social premiums and holiday pay, are expensed when incurred.
Pension obligations
Pensions are the most common long-term employee benefits. The pension schemes are funded through payments to insurance
companies. The Group’s pension obligations consist of defined contribution plans. A defined contribution plan is a pension plan
under which the Group pays fixed contributions. The Group has no further payment obligations once the contributions have
been paid. The contributions are recognised as an expense when they are due.
Share based payments
Equity-settled share based payments are recognised in the income statement as expenses during the vesting period and
as equity in the Balance Sheet. The option is measured at fair value at the date of grant using an option pricing model and is
charged to the income statement over the vesting period without revaluation of the value of the option.
Income taxes
The components of tax are current and deferred. Tax is recognised in the income statement, except to the extent that it relates
to items recognised in other comprehensive income or directly in equity, in which case it is matched.
Current tax is tax that is to be paid or received for the year in question and also includes adjustments of current tax attributable
to previous periods.
Deferred tax is a non-cash charge provided, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying values. Temporary differences can occur, for example, where investment expenditure is
capitalised for accounting purposes, but the tax deduction is accelerated, or where site restoration costs are provided for in the
financial statements but not deductible for tax purposes until they are actually incurred. However, the deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at
the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is provided on temporary
differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary
difference is controlled by the Group, and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance
sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability
is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised. Deferred tax assets are offset against deferred tax liabilities in the
balance sheet where they relate to the same jurisdiction.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to Group management. Since the
Company changed to become a pure renewable energy business on 1 July 2022, the activity has been treated as one segment,
this may change in the future when the business expands geographically and operationally.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Critical accounting estimates and judgements
The management of Orrön Energy has to make estimates and judgements when preparing the financial statements of the
Group. Uncertainties in the estimates and judgements could have an impact on the carrying amount of assets and liabilities and
the Group’s result. The most important estimates and judgements in relation thereto are:
Reclassification to held for sale
The criteria for held for sale or distribution classification is regarded as met only when the sale or distribution is highly probable,
and the asset or disposal group is available for immediate sale, or distribution in its present condition. Actions required to
complete the sale, or distribution should indicate that it is unlikely that significant changes to the sale or distribution will be made
or that the decision to sell or distribute will be withdrawn. Management must be committed to the plan to sell or distribute the
asset, and the sale or distribution expected to be completed within one year from the date of the classification.
Note 2 – Share in result of associates and joint ventures
MEUR 2024 2023
Metsälamminkangas Wind Oy (50%) -5.8 -3.2
Leikanger Kraft AS (50%) – 0.3
Other -0.2 0.2
-6.0 -2.7
Note 3 – Finance income
MEUR 2024 2023
Foreign currency exchange gain, net – –
Interest income 5.3 5.9
Other 0.0 0.4
5.3 6.3
Note 4 – Finance costs
MEUR 2024 2023
Foreign currency exchange loss, net 0.8 2.6
Interest expense 4.9 4.8
Other 1.4 1.0
7.1 8.4
Note 5 – Income tax
MEUR 2024 2023
Current tax -0.1 -0.2
Deferred tax 6.1 11.7
6.0 11.5
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the tax rate of Sweden as
follows:
MEUR 2024 2023
Profit/loss before tax -19.3 -19.1
Tax calculated at the corporate tax rate in Sweden 20.6% (20.6%) 4.0 3.9
Tax effect of expenses non-deductible for tax purposes -0.5 -4.1
Increased/decreased unrecorded tax losses 5.1 0.0
Tax effect on accelerated depreciation 7.6 0.4
Deferred tax asset on unrecorded tax losses – 11.3
Tax per income statement 6.0 11.5
There is no tax charge/credit relating to components of other comprehensive income.
Corporation tax asset - current and deferred
MEUR
Current Deferred
2024 2023 2024 2023
Sweden – – 40.2 39.3
– – 40.2 39.3
Corporation tax liability - current and deferred
MEUR
Current Deferred
2024 2023 2024 2023
Sweden 0.0 0.2 11.4 15.9
Switzerland 0.1 – – –
0.1 0.2 11.4 15.9
Specification of deferred tax assets and tax liabilities
MEUR 2024 2023
Deferred tax assets
Temporary differences on property, plant and equipment 2.2 –
Temporary differences on tax loss carry forwards 38.0 39.3
40.2 39.3
Deferred tax liabilities
Excess values on property, plant and equipment 11.4 15.9
11.4 15.9
Unrecognised tax losses
The Group has Swedish tax loss carry forwards of approximately MEUR 216.4 (MEUR 205.4). At year-end 2024, the deferred
tax asset amounts to MEUR 38.0 (MEUR 39.3) relating to these tax losses. After considering the deferred tax asset recognised,
the remaining unrecognised tax losses amount to MEUR 31.7 (MEUR 16.4) at year-end. The tax losses can be carried forward
indefinitely.
International tax reform OECD Pillar 2 model rules
The Group falls within the scope of the OECD Pillar 2 model rules which are implemented in Sweden through the Law on Top-up
Tax (Sw. Lag (2023:875) om tilläggsskatt) and is expected to stay within scope until the end of 2024 only. The new law entered
into force 1 January 2024 and applies to fiscal years beginning after 31 December 2023.
Under Pillar 2, the Group is liable to pay top-up tax for jurisdiction where the Group has low-taxed operations. Operations are
deemed as low-taxed if the Group’s effective tax rate in a jurisdiction, calculated in accordance with the certain rules of Pillar 2,
falls below the minimum tax rate of 15 percent. Pillar 2 also includes temporary safe harbour rules which, if fulfilled for a particular
jurisdiction, implies that the top-up tax for the jurisdiction is deemed to be zero.
The Group’s assessment indicates that Group companies meet the safe harbour rules, where no top-up tax liability is expected
for any jurisdiction. Accordingly, the Group does not expect that the enactment of Pillar 2 will have any material impact on the
Group's effective tax rate.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Note 6 – Property, plant and equipment
MEUR
Land and
buildings
Plant and
machinery
Construction
in progress Other Total
Cost
1 January 2023 0.2 228.9 63.6 13.7 306.4
Additions – 7.8 6.4 – 14.2
Reclassifications 17.3 126.3 -70.0 -9.2 64.4
Disposal – -0.2 – – -0.2
Currency translation difference – 0.8 – 0.9 1.7
31 December 2023 17.5 363.6 – 5.4 386.5
Additions 0.4 7.2 – 0.0 7.6
Reclassifications 1.2 – – -1.2 –
Change in estimation – -1.1 – – -1.1
Disposal – 0.9 – -0.1 0.8
Currency translation difference -0.1 -7.9 – -0.1 -8.1
31 December 2024 19.0 362.7 – 4.0 385.7
Depreciation
1 January 2023 – -65.3 – -5.3 -70.6
Depreciation charge 0.0 -11.8 – -0.5 -12.3
Reclassifications -1.7 -7. 5 – 1.7 -7. 5
Business combination 0.0 -0.5 – -0.4 -0.9
31 December 2023 -1.7 -85.1 – -4.5 -91.3
Depreciation charge -0.4 -15.0 – -0.1 -15.5
Reclassifications -0.4 -0.5 – 0.5 -0.4
Currency translation difference 0.0 2.7 – 0.1
31 December 2024 -2.5 -97.9 – -4.0 -104.4
Net book value
31 December 2024 16.5 264.8 – 0.1 281.3
31 December 2023 15.8 278.5 – 0.9 295.2
Estimated useful life
Buildings are depreciated using an estimated useful life of 20 years and taking into account the residual value.
Plant and machinery represent the Group’s wind farms and consists of wind turbines, foundations and other equipment. The
estimated useful lives of wind farms are reviewed on a park-by-park basis. Wind turbines and foundations are depreciated over
10 to 30 years and other equipment is depreciated over three to five years.
For other assets, the depreciation charge for the year is based on cost and an estimated useful life of three to five years for office
equipment and other assets.
Impairment
Orrön Energy carries out impairment tests of individual cash-generating units when impairment triggers are identified. No
impairment triggers were identified during the year.
Capitalised borrowing costs
No interest expenses were capitalised in 2024 or in 2023.
Development expenditure commitments
At the balance sheet date, the Group had contracted future capital expenditure of MEUR 0.9 (MEUR 1.5), which has not been
recognised as liabilities.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Leases
The Group's leases mainly relate to land leases and rented offices, and the value of the leases is not material. The Group has
entered into land lease agreements for its wind farms which are entirely variable. The lease payments are paid at a percentage
of the income from electricity production. The lease term for a land lease is deemed to coincide with the useful life of the wind
turbine constructed on the land and has not been recognised as a lease liability due to its low value.
In 2024, the Group has incurred costs of MEUR 1.0 (MEUR 1.3) in total for variable leases. The yearly cost for short term leases and
non-material leases amounted to less than MEUR 0.1 in total.
Note 7 – Investments in associates and joint ventures
Number of
shares Share %
2024
Book amount
MEUR
2023
Book amount
MEUR
Metsälamminkangas Wind Oy 1,250 50.0 34.2 12.0
Leikanger Kraft AS – – – 16.5
Eagle Wind JV AB 5,000 20.0 4.6 5.5
Eslöv Vind AB 365 36.5 0.1 0.0
Gärdslösa Drift AB 340 33.3 0.0 0.0
Istad Wind Power Management AB 240 20.0 0.0 0.0
Kräklingbo Vind AB 175 35.0 0.0 0.0
Orust Drift AB 320 33.3 0.0 0.0
Ryd-Rönnerum Drift AB 200 20.0 0.0 0.0
Slättens vind AB (publ) 253,349 24.2 2.1 0.0
Torsburgen Vind AB 700 35.0 0.0 0.0
Östra Sallerup Vind AB 12 25.0 0.0 0.0
41.0 34.0
The Group's interest held in Metsälamminkangas Wind Oy relates to a wind farm in Finland. The remaining interests relate to
investments made by Orrön Energy Sweden AB. The interest in Leikanger Kraft AS of 50 percent and 451,500 shares held at the
end of 2023 was sold in 2024.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
The table below summarises the financial information for the joint ventures, which represent the large majority of total
investments in associates and joint ventures. The investments are accounted for using the equity method and the amounts
represent 100 percent of those companies.
Income statement
MEUR
Metsälamminkangas Wind OY Leikanger Kraft AS
2024 2023 2024 2023
Revenue 11.1 15.1 – 8.3
Operating costs -6.4 -5.9 – -1.8
Depreciation -7. 3 -7. 3 – -1.3
Operating profit -2.6 1.9 – 5.2
Net financial items -9.1 -8.4 – -2.7
Profit/Loss before tax -11.7 -6.5 – 2.5
Income tax 0.1 – – -1.8
Net result -11.6 -6.5 – 0.7
Balance sheet
MEUR
Non-current assets
Property, plant and equipment 163.0 170.1 – 75.7
Current assets
Other current financial assets 1.8 1.5 – 0.5
Cash and cash equivalents 2.4 3.1 – 3.8
Total assets 167.2 174.7 – 80.0
Equity 65.9 6.0 – 22.8
Non-current liabilities
Interest bearing loans and borrowings 90.0 145.9 – 48.5
Deferred tax liability 3.9 19.4 – 4.4
Provisions 0.1 – – –
Current liabilities 7.3 3.4 – 4.3
Total liabilities 101.3 168.7 – 57.2
Total equity and liabilities 167.2 174.7 – 80.0
Note 8 – Financial instruments and financial risk management
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to meet
its committed work programme requirements in order to create shareholder value. The Group may put in place new credit
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
cash equivalents. Orrön Energy is not subject to any externally imposed capital requirements.
Net cash / Net debt
MEUR 2024 2023
Interest bearing loans and borrowings – Non-current 83.6 114.7
Interest bearing loans and borrowings – Current 0.6 0.8
Less: Cash and cash equivalents -17.6 -21.8
66.6 93.7
Interest rate risk
Interest rate risk is the risk to the earnings due to uncertain future interest rates. Orrön Energy is exposed to interest rate risk
through the corporate credit facility, see also Liquidity risk below. No interest expenses have been capitalised during 2024.
Orrön Energy will assess the benefits of interest rate hedging on borrowings on a continuous basis.
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FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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.
Sensitivity analysis interest rate
Net result, MEUR -13.3 -13.3
Shift in interest rates 100 basis points Increase Decrease
Total effect on net result, MEUR -0.9 0.9
The Group had no outstanding interest rate hedges at year-end.
Currency risk
Orrön Energy is a Swedish company which is operating internationally and therefore attracts foreign exchange exposure, both on
transactions as well as on the translation from functional currency for entities to the Group’s presentation currency of the Euro.
The main functional currencies of Orrön Energy’s subsidiaries are Swedish krona, Swiss francs and British pound, as well as Euro,
making the Company sensitive to fluctuations of these currencies against the Euro.
Foreign exchange exposure
The following table summarises the effect that a change in these currencies against the Euro would have on net result through
the conversion of the monetary assets and liabilities of the Group’s subsidiaries from functional currency to the presentation
currency Euro for the year ended 31 December 2024.
Sensitivity analysis foreign exchange rate
Net result, MEUR -13.3 -13.3
Shift in currency exchange rates Average rate 2024 10% EUR weakening 10% EUR strengthening
SEK/EUR 11.4309 10.3918 12.5740
Total effect on net result, MEUR 1.1 -1.1
The Group had no outstanding currency hedges at year-end.
Price risk
Energy prices are affected by the normal economic drivers of supply and demand as well as the market uncertainty. Factors
that influence these include operational decisions, natural disasters, economic conditions, political instability or conflicts or
actions by major energy exporting countries. Price fluctuations can affect Orrön Energy’s financial position.
Orrön Energy’s strategy is to be fully merchant exposed to energy prices but adopt a flexible approach towards price
hedging, based on an assessment of the benefits of the hedge contract in specific circumstances. Based on analysis of the
circumstances, Orrön Energy will assess the benefits of forward hedging for the purpose of establishing cash flow.
Energy price exposure
The table below summarises the effect that a change in electricity prices would have had on the net result and equity on
31 December 2024.
Sensitivity analysis energy price
Net result, MEUR -13.3 -13.3
Shift in energy prices 25% weakening 25% strengthening
Total effect on net result, MEUR -6.3 6.3
The Group had no outstanding price hedges at year-end.
Credit risk
On 31 December 2024, trade receivables amounted to MEUR 0.5 (MEUR 1.7). There is no recent history of default and no future
losses are expected. Other long-term and short-term receivables are considered recoverable and no provision for bad debt was
accounted for at year-end 2024. Cash and cash equivalents are maintained with banks having strong long-term credit ratings.
Liquidity risk
Liquidity risk is defined as the risk that the Group could not be able to settle or meet its obligations on time or at a reasonable
price. Liquidity and funding risks and related processes and policies are closely overseen by Group management.
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 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.
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The revolving credit facility agreement provides that an “event of default” occurs where the Group does not comply with certain
material covenants or where certain events occur as specified in the agreement, as are customary in financing agreements
of this size and nature. These financial covenants are calculated on a proportionate basis as described in section Key financial
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.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the
balance sheet date to the contractual maturity date.
MEUR 31 December 2024 31 December 2023
Repayment within 6 months:
Trade and other payables 11.0 12.7
Repayment after 6 months:
Other current financial liabilities 0.6 0.8
Repayment within 1–2 years:
Interest bearing loans and borrowings 1.9 –
Repayment within 2–5 years:
Interest bearing loans and borrowings
1 81.7 114.7
95.2 128.2
1 Including an extension option.
Classification of financial instruments
The tables below present the classification of the financial instruments in the balance sheet in 2024 and 2023. Financial
assets and liabilities are categorised according to whether they are measured at amortised cost, at fair value through other
comprehensive income, or at fair value through profit or loss.
Level 2024 2023
Financial assets
Financial assets at amortised cost
Non-current financial assets 2 46.7 95.5
Trade receivables 0.5 1.7
Other current financial assets 14.1 5.7
Cash and cash equivalents 17.6 21.8
78.9 124.7
Financial assets at fair value through other comprehensive income
Other current financial assets – Equity securities 1 0.4 –
0.4 –
Financial liabilities
Financial liabilities at amortised cost
Interest bearing loans and borrowings 83.6 114.7
Trade and other payables 11.0 12.7
Other current financial liabilities 0.6 0.8
95.2 128.2
The nature of financial assets and liabilities is, in all material respects, the same as on December 31, 2023. The carrying amounts
and fair values are deemed to essentially correspond with one another. Non-current financial assets include loans to joint
ventures of MEUR 46.4 (MEUR 94.9) and other current financial assets of MEUR 0.3 (MEUR 0.6).
For financial assets and liabilities measured at fair value in the balance sheet, the following fair value measurement hierarchy is
used:
– Level 1: based on quoted prices in active markets;
– Level 2: based on inputs other than quoted prices as within level 1, that are either directly or indirectly observable;
– Level 3: based on inputs which are not based on observable market data.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Note 9 – Revenue and other income
The Group’s revenue was mainly comprised of sale of generated electricity which amounted to MEUR 25.6 (MEUR 27.9) of the
Group’s total revenue of MEUR 25.7 (MEUR 28.0), which also included sale of ancillary services, earned electricity certificates and
guarantees of origin.
Revenues are mainly derived from sales at the spot market, to electricity trading companies, and near 100 percent of the Group’s
total revenue was contracted with two customers.
Other income for the year of MEUR 11.0 (MEUR 0.4) included a profit of MEUR 10.9 made on the sale of the Leikanger hydropower
plant in April 2024. Other income for the year also included liquidated damages of MEUR 0.1. In 2023 other income represented
income from sale of services of MEUR 0.4.
Note 10 – Other current financial assets
MEUR 2024 2023
Project development portfolio 11.5 4.5
Other 3.0 1.2
14.5 5.7
The project development portfolio consists of early-stage greenfield projects in onshore wind, solar and battery in the Nordics,
the UK, Germany, and France.
Note 11 – Supplementary information to the Statement of Cash Flows
The Consolidated Statement of Cash Flows is prepared in accordance with the indirect method.
MEUR 2024 2023
Adjustments for items not included in the Cash Flows:
Depreciation and amortisation 15.9 11.9
Current tax 0.1 0.2
Deferred tax -6.1 -11.6
Long-term incentive plans 3.4 2.3
Foreign currency exchange gain/loss 0.6 1.3
Amortisation of deferred financing fees 0.4 –
Interest income -5.3 -5.9
Interest expense 5.5 5.5
Unwinding of site restoration discount 0.1 –
Result from associated companies and joint ventures 6.0 2.7
Profit from sale of joint venture -10.9 –
Other 0.0 1.7
9.7 8.1
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Note 12 – Equity
Note 12.1 – Share capital and share premium
Share capital
Additional paid
in capital
Number of shares
Par value
MSEK
Par value
MEUR MEUR
1 January 2023 285,924,614 3.5 0.4 315.8
Sold treasury shares – – – –
31 December 2023 285,924,614 3.5 0.4 315.8
Retirement of shares -19,427 – – –
31 December 2024 285,905,187 3.5 0.4 315.8
Share capital
The Company’s issued share capital amounted to SEK 3,478,713 represented by 285,905,187 shares with a quota value of SEK 0.01
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
as a result of a legacy corporate transaction, and the acquisition value of these shares was nil. A resolution to reduce the share
capital by SEK 236.36 through retirement of these shares was approved by the EGM. The purpose of the reduction of the share
capital was allocation to unrestricted equity. The EGM further resolved to increase the share capital by SEK 236.36. No new shares
were issued in connection with the increase of the share capital. The amount by which the share capital was increased has
been transferred to share capital from unrestricted equity.
Note 12.2 – Other reserves
Fair value
reserve
Currency
translation
reserve
Share option plans
Value of employee
services Total
1 January 2023 – -5.5 – -5.5
Other comprehensive income – 4.6 – 4.6
Transactions with owners – – 3.4 3.4
31 December 2023 – -0.9 3.4 2.5
Other comprehensive income 0.4 -4.6 – -4.2
Transactions with owners – – 3.5 3.5
31 December 2024 0.4 -5.5 6.9 1.8
Note 12.3 – Retained earnings
MEUR 2024 2023
1 January 31.8 40.7
Net result for the year -13.4 -8.0
Share based payments – 2.7
Reclass - Share based payments1 – -3.6
Other 0.3 –
31 December 18.7 31.8
1 Reclassification of share based payments from retained earnings to other reserves.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Note 12.4 – Earnings per share
2024 2023
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
Note 13 – Interest bearing liabilities
MEUR 2024 2023
Non-current
Bank loans 83.6 114.7
83.6 114.7
Current
Bank loans 0.6 0.8
0.6 0.8
Orrön Energy is not subject to any externally imposed capital requirements. The revolving credit facility agreement provides that
an “event of default” occurs where the Group does not comply with certain material covenants or where certain events occur as
specified in the agreement, as are customary in financing agreements of this size and nature. See section Liquidity risk in Note 8
Financial instruments and financial risk management.
The Company's credit facility held by the group entity Orrön Energy Finance AB is secured by a pledge over the shares of certain
group companies. The pledged assets amounted to MEUR 3,780.8 (MEUR 3,780.8) at year end and represented the carrying value
of the pledge of the Group companies whose shares are pledged.
Note 14 – Provisions
MEUR
Site restoration
provision Other Total
1 January 2023 0.9 2.7 3.6
Additions 2.1 – 2.1
Changes in estimates – -0.2 -0.2
Payments – -2.5 -2.5
31 December 2023 3.0 – 3.0
Changes in estimates -1.0 0.1 -0.9
Unwinding of site restoration discount 0.1 – 0.1
Currency translation difference -0.1 – -0.1
31 December 2024 2.0 0.1 2.1
Non-current 2.0 0.1 2.1
Current – – –
Total 2.0 0.1 2.1
Site restoration provision
When the Group has an obligation to contribute to environmental restoration on land where it has its operations, a provision is
recorded to recognise the future commitment.
Provisions are measured at the present value of the amount expected to be required to settle the obligation. In calculating the
present value of the site restoration provision, a discount rate of 4.5 percent (4.5 percent) was used, based on long-term risk-
free interest rate projections. The provision relates to the liability associated with the Company’s operational assets in Sweden
and the change in estimates was recorded following technical review of the estimated future costs related to the environmental
restoration of land. See section Provisions in Note 1 Accounting policies.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
Note 15 – Trade and other payables
MEUR 2024 2023
Accounts payable 3.6 3.0
Other current liabilities 1.3 4.4
Accrued payables and deferred income 6.1 5.3
11.0 12.7
Note 16 – Changes in liabilities with cash flow movements
The changes in liabilities and relating cash flow movements are disclosed as part of financing activities in the cash flow
statement and are detailed as follows:
Non-Cash changes
1 January
2024 Cash flows
Foreign exchange
movement
31 December
2024
Financial liabilities 114.7 -30.1 -1.0 83.6
Non-Cash changes
1 January
2023 Cash flows
Foreign exchange
movement
31 December
2023
Financial liabilities 56.3 57.7 0.7 114.7
Note 17 – Contingent liabilities and assets
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 the
Prosecutor 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 Prosecutor’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 scheduled to finish during the second quarter 2026. The Company considers this
to be a contingent liability and therefore no provision has been recognised.
As part of the IPC spin-off that was completed on 24 April 2017, the Company had indemnified IPC for certain legal proceedings
related to the period before the spin-off concerning Indonesian land and building tax assessed for the fiscal years 2012 and 2013.
The legal proceedings have been concluded for the fiscal year 2012 and did not lead to any liability for IPC, nor the Company. In
early 2024, the Company acquired the entity subject to the claim for 2013 from IPC and the indemnity to IPC was extinguished. In
October 2024, the legal proceedings were concluded for the fiscal year 2013 and the Supreme Court dismissed the appeal. The
Group has not recognised any provision in relation hereto as it does not believe it is probable that the judgement will lead to any
outflow of resources for the Group.
A portion of the Company’s past operations was held through a Canadian holding structure when acquired back in 2006. 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. All tax has been paid in relation to these tax filings and no provision has been recognised.
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FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
Note 18 – Related party transactions
Orrön Energy recognises the following related parties: associated companies, jointly controlled entities, key management
personnel and members of their close family or other parties that are partly, directly or indirectly controlled by key management
personnel or of its family or of any individual that controls or has joint control or significant influence over the entity.
At the balance sheet date, the Group had an outstanding loan receivable on associates and joint ventures of MEUR 46.4 relating
to MLK, which amounted to MEUR 94.9 at year-end 2023 and related to MLK and Leikanger. Interest income on loans to associates
and joint ventures amounted to MEUR 5.2 (MEUR 5.9) for the year.
Note 19 – Average number of employees
Average number of employees per country
2024 2023
Total
employees
of which
men
Total
employees
of which
men
Parent Company in Sweden 6 4 6 5
Subsidiaries
Sweden 19 12 12 7
Switzerland 12 7 8 5
United Kingdom 8 5 4 3
Germany 6 5 1 1
France 2 2 1 1
47 31 26 17
Total 53 35 32 22
Board members and Group management
2024 2023
Total at
year-end
of which
men
Total at
year-end
of which
men
Parent Company in Sweden
Board members 1 5 3 5 3
Subsidiaries
Group management 3 2 3 2
Total 8 5 8 5
1 Daniel Fitzgerald, CEO was Board member from 1 July 2022 until 4 May 2023 and is reported as Group management.
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FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
Note 20 – Personnel expenses
The amounts in the tables below are calculated according to the accruals concept, in which salaries and other remuneration
refer to expensed amounts.
Expensed remuneration
TEUR
2024 2023
Salaries
and other
remuneration
1
Social
security
costs
Salaries
and other
remuneration 1
Social
security
costs
Parent Company in Sweden
Board members 531 68 551 60
Employees 1,281 431 1,027 370
Subsidiaries
Group management 3,744 743 3,347 406
Other employees 5,397 907 3,084 815
Total 10,953 2,149 8,009 1,651
Of which pension costs 726 511
1 Salaries and other remuneration include long term variable remuneration of TEUR 3,390 (TEUR 2,345), which is reported on an accrual basis. The amounts
reflect the expense recognised during the year, valued at grant, for the share option plans approved by the 2022 EGM and the 2023 and 2024 AGM and
does not equal the fair value of the options at the balance sheet date.
2024
Expensed remuneration to
the Board
TEUR Fee 1 Other fees 2
Total excl.
recognised expense
for share options
Recognised
expense for
share options 3
Total
expense
recognised
Board members
Grace Reksten Skaugen 120 10 130 78 208
Peggy Bruzelius 60 8 68 – 68
C. Ashley Heppenstall 4 30 8 38 – 38
William Lundin 60 5 65 – 65
Mike Nicholson 30 5 35 – 35
Jakob Thomasen 60 5 65 39 104
Aksel Azrac 5 – – – 13 13
Total 360 41 401 130 531
1 Refers to fixed board remuneration paid during the year.
2 Refers to fees for membership in board committees paid during the year.
3 Refers to the long-term incentive plan. The amounts reflect the cost recognised in 2024, valued at grant, for the share option plan approved by the 2022
EGM and does not equal the fair value of the options at the balance sheet date.
4 C. Ashley Heppenstall was Board member until 15 May 2024 and did not stand for re-election at the 2024 AGM.
5 Aksel Azrac was Board member until 4 May 2023 and did not stand for re-election at the 2023 AGM.
2023
Expensed remuneration to
the Board
TEUR Fee 1 Other fees 2
Total excl.
recognised expense
for share options
Recognised
expense for
share options 3
Total
expense
recognised
Board members
Grace Reksten Skaugen 120 10 130 84 214
Peggy Bruzelius 30 3 33 – 33
C. Ashley Heppenstall 60 15 75 42 117
William Lundin 30 3 33 – 33
Jakob Thomasen 60 5 65 42 107
Aksel Azrac 4 30 3 33 14 47
Total 330 39 369 182 551
1 Refers to fixed board remuneration paid during the year.
2 Refers to fees for membership in board committees paid during the year.
3 Refers to the long-term incentive plan. The amounts reflect the cost recognised in 2023, valued at grant, for the share option plan approved by the 2022
EGM and does not equal the fair value of the options at the balance sheet date .
4 Aksel Azrac was Board member until 4 May 2023 and did not stand for re-election at the 2023 AGM.
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FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
2024
Expensed remuneration to
Group management
TEUR
Base
salary
Variable
remuneration 1
Other
benefits 2
Pension
fees
Total excl.
recognised
expense for
share options
Recognised
expense for
share options 3
Total
expense
recognised
Daniel Fitzgerald, CEO 444 185 21 68 718 942 1,660
Other 4 667 278 102 113 1,160 924 2,084
Total 1,111 463 123 181 1,878 1,866 3,744
1 Refers to short-term variable remuneration reported on an accrual basis and includes the bonus relative to the performance in 2024.
2 Other benefits may include, but are not limited to, school fees and health insurance.
3 Refers to the long-term incentive plan. The amounts reflect the cost recognised in 2024, valued at grant, for the share option plans approved by the 2022
EGM and the 2023 and 2024 AGMs and does not equal the fair value of the options at the balance sheet date.
4 Comprises two people: CFO Espen Hennie and General Counsel Henrika Frykman.
2023
Expensed remuneration to
Group management
TEUR
Base
salary
Variable
remuneration 1
Other
benefits 2
Pension
fees
Total excl.
recognised
expense for
share options
Recognised
expense for
share options 3
Total
expense
recognised
Daniel Fitzgerald, CEO 422 195 7 40 664 805 1,469
Other 4 633 293 83 74 1,083 795 1,878
Total 1,055 488 90 114 1,747 1,600 3,347
1 Refers to short-term variable remuneration reported on an accrual basis and includes the bonus relative to the performance in 2023.
2 Other benefits may include, but are not limited to, school fees and health insurance.
3 Refers to the long-term incentive plan. The amounts reflect the cost recognised in 2023, valued at grant, for the share option plans approved by the 2022
EGM and the 2023 AGM and does not equal the fair value of the options at the balance sheet date.
4 Comprises two people: CFO Espen Hennie and General Counsel Henrika Frykman.
Board members
No severance pay agreements are in place for any of the Company's Board members.
Group management
The pension contribution for Group management is between 5 and 14 percent of the qualifying income for pension purposes
depending on the age. The Company provides for 60 percent of the pension contribution and the employee for the remaining
40 percent. Qualifying income is defined as annual base salary and short-term variable remuneration and is capped at
approximately TCHF 882 (TCHF 882). The typical contractual retirement age for men is 65 years and for women between 64 and
65 years depending on the year of birth.
A mutual termination period of between six months and twelve months applies between the Company and Group management,
depending on the duration of the employment with the Company. In addition, severance terms are incorporated into the
employment contracts for executives that give rise to compensation, up to two years’ base salary, in the event of termination
of employment due to a change of control of the Company. The Board of Directors 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 one year’s base salary; no other
benefits shall be included. Severance payments in aggregate (i.e. for notice periods and severance arrangements) shall be
limited to a maximum of two years’ base salary.
See pages 31–32 of the Corporate Governance report for further information on the Group’s principles of remuneration and the
Policy on Remuneration for Group management for 2024.
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Note 21 – Long term incentive plans
Share Option Plan
Employee LTIP
Long-term share-related incentive plans in the form of share option plans for Group management and other employees
were approved by the 2022 EGM, the 2023 and 2024 AGMs (“Employee LTIPs), all aimed at aligning the interests of members of
Group management and other employees with those of shareholders while offering competitive, market-aligned rewards for
a growth-focused business. Designed to emphasise strong shareholder returns, the Employee LTIPs also reflect the Company’s
entrepreneurial and growth-oriented nature. Given that renewable energy projects require long time to mature and ultimately
crystallise value, the Employee LTIPs have also been designed to incentivise decision making to support long-term value
creation, which is being reflected in the length of the exercise and vesting periods.
The Employee LTIPs are fully aligned with the interest of shareholders as any pay-out will require a share price increase, which
was considered to be an appropriate performance criterion given the Company’s phase of development. The share price was
also considered the best measure to determine shareholder value creation, as the Employee LTIPs will only deliver value to
the extent that Group management are able to increase the Company’s valuation. During the initial phase of the Company’s
development, it was challenging to find a suitable peer group or other performance conditions, which would adequately assess
the Company’s performance against the market. A performance condition focused on growth targets may not have led to share
price appreciation and could in essence reward outcomes, which were not aligned with value appreciation for shareholders, in
particular under prevailing market conditions.
Going forward, the Board proposes to the 2025 AGM transitioning to a new long-term, performance-based incentive plan (“LTIP
2025”) for Group management and key employees. The primary objectives of this new plan are fully aligned with the current
LTIPs to ensure continuity in rewarding performance and commitment, while still ensuring a strong link between performance
and shareholder value. Under LTIP 2025, participants will be eligible to receive shares in the Company, provided they maintain
continuous employment and meet specific performance conditions over a three-year period. Vesting will occur over three years
with performance conditions measured during the period between 1 January and 31 March in the year of award and vesting,
respectively. The proposed plan’s performance conditions are based on the Company’s relative Total Shareholder Return
measured against a peer group of companies with a 75 percent weighting and Strategic Performance Conditions tied to the
Company’s long-term strategy with a 25 percent weighting. Further information on the LTIP 2025 proposal can be found in the
notice of the 2025 AGM.
In order to secure the Company’s obligations under the current LTIPs, the Company has issued 20,160,000 warrants in total under
series 2022:2, 2024:1 and 2024:2 as resolved by the 2022 EGM and 2024 AGM respectively. Additionally, the Company maintains an
option to deliver shares to participants under an equity swap arrangement with a third party. Under this arrangement, the third
party, acting in its own name, has the right to acquire and transfer shares, including to the participants, as resolved by the 2023
AGM.
Board LTIP
The 2022 EGM resolved to approve a one-off long-term share-related incentive plan for members of the Board (“Board LTIP
2022”) in the form of a share option plan.
The Company has secured its obligations under the Board LTIP 2022 by entering into an equity swap arrangement with a third
party, whereby the third party in its own name shall be entitled to acquire and transfer shares, including to the participants, in
accordance with the plan.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Share Option Plans - Number of options 2024 Plan 2023 Plan 2022 Plan Total
Employee LTIP
Outstanding at the beginning of the year – 5,994,500 7,921,000 13,915,500
Awarded during the year 5,285,000 – – 5,285,000
Forfeited during the year – -15,000 – -15,000
Outstanding at the end of the year 5,285,000 5,979,500 7,921,000 19,185,500
Board LTIP
Outstanding at the beginning of the year – – 871,000 871,000
Forfeited during the year – – -201,000 -201,000
Outstanding at the end of the year – – 670,000 670,000
Total outstanding at the end of the year 5,285,000 5,979,500 8,591,000 19,855,500
Costs associated with the Share Option Plans
The share options are measured at fair value at the date of grant using an option pricing model and an expense is recognised
in the income statement over the vesting period without revaluation of the value of the share options in accordance with IFRS.
Social costs, which will be due when the share options are exercised, are calculated on the fair value of the share options at the
balance sheet date and are recognised in the income statement over the vesting period.
The amounts in the table below reflect the expense recognised in the income statement and include the share option plans
valued at grant and related social costs, calculated on the fair value of the share options. No social costs have been recognised
in 2024 as the fair value of the share options was nil. The total expense for 2023 was impacted by a release of social costs
recognised in 2022 of MEUR 0.3 as the fair value of the share options was nil at year-end 2023. The total expense recognised does
not equal the fair value of the options at balance sheet date.
Share Option Plans - Expense
TEUR
20242024 2023
Share options Social costs Share options Social costs
2022 Plan 2,164 – 2,133 -274
2023 Plan 835 – 486 –
2024 Plan 391 – – –
3,390 – 2,619 -274
The total effect on equity for the share option plans 2022, 2023 and 2024 at 31 December 2024 amounted to MEUR 6.9 (MEUR 3.6).
Fair value at grant date of share options
The fair value at grant date has been independently determined using the Black-Scholes model. The model inputs for options
granted included:
Employee LTIP Board LTIP
Share option plans 2024 Plan 2023 Plan 2022 Plan 2022 Plan
Fair value at grant - IFRS cost 1 4.38 4.78 8.45 7.6
Exercise price (SEK) 2 7.59 11.78 8.88 10.66
Defined pricing period 20–24 May 2024 22–26 May 2023 18–22 July 2022 18–22 July 2022
Vesting date 31 May 2027 31 May 2026 31 July 2025 31 July 2025
Expiry date 31 May 2031 31 May 2030 31 July 2029 31 July 2029
Share price at grant date (SEK) 9.21 11.66 15.00 15.00
Expected price volatility of the Company's shares 35% 35% 35% 35%
Risk free interest rate 2.4% 2.5% 1.8% 1.8%
Vesting period 3 years 3 years 3 years 3 years
1 The fair value has been calculated on the date of grant in line with IFRS and does not correspond to the fair value when the decision was made.
2 The exercise prices for the Employee LTIPs have been calculated based on the volume weighted average price as quoted on Nasdaq Stockholm during
the defined pricing period. The exercise price for the Board LTIP corresponds to 120% of the volume weighted average price during the defined pricing
period.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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Note 22 – Remuneration to the Group’s Auditors
TEUR 2024 2023
Ernst & Young
Audit engagements 296.4 285.4
Audit assignments in addition to the audit engagement 26.8 –
Other services – –
323.2 285.4
Remuneration to other auditors 171.1 30.0
Total 494.3 315.4
Note 23 – Subsequent events
There has been no material event subsequent to the balance sheet date.
FINANCIAL STATEMENTS AND NOTES | Notes to the Consolidated Financial Statements
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FINANCIAL STATEMENTS AND NOTES
Annual Accounts of the Parent Company
Parent Company
The business of the Parent Company is to invest in and manage operations within the renewable energy sector.
The Parent Company reported a net result of MSEK -22.6 (MSEK 160.3) for the year, which was impacted by a dividend received
from a group company of MSEK 125.3 (MSEK 127.9).
General and administration expenses amounted to MSEK 187.9 (MSEK 192.5), out of which MSEK 81.9 (MSEK 81.0) related to legal
fees and other costs incurred for the defence of the Company and its former representatives in the Sudan legal case.
A deferred tax income of MSEK 130.0 was recognised in the previous year and related to tax losses carried forward which are
expected to be used against future taxable profits in Sweden.
Accounting Policies
The financial statements of the Parent Company are prepared in accordance with accounting policies generally accepted in
Sweden, applying RFR 2 issued by the Swedish Financial Reporting Board and the Annual Accounts Act (1995: 1554). RFR 2 requires
the Parent Company to use similar accounting policies as for the Group, i.e. IFRS to the extent allowed by RFR 2. The Parent
Company’s accounting policies do not in any material respect deviate from the Group policies, see Note 1 Accounting policies of
the consolidated financial statements.
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MSEK Note 2024 2023
Revenue 43.8 41.9
General and administration expenses -187.9 -192.5
Operating profit/loss -144.1 -150.6
Finance income 1 125.6 186.3
Finance costs 2 -4.1 -5.4
Net financial items 121.5 180.9
Profit/loss before income tax -22.6 30.3
Income tax 3 – 130.0
Net result -22.6 160.3
FINANCIAL STATEMENTS AND NOTES
Parent Company Income Statement
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67
MSEK 2024 2023
Net result -22.6 160.3
Items that will not be reclassified to profit or loss:
Changes in the fair value of equity investments 4.0 –
Total comprehensive income -18.6 160.3
Attributable to:
Shareholders of the Parent Company -18.6 160.3
FINANCIAL STATEMENTS AND NOTES
Parent Company Comprehensive Income Statement
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MSEK Note 2024 2023
ASSETS
Non-current assets
Shares in subsidiaries 10 3,780.8 3,780.8
Other tangible fixed assets 0.0 0.1
Deferred tax assets 436.0 436.0
4,216.8 4,216.9
Current assets
Receivables 4 6.6 5.9
Other financial assets 4.0 –
Cash and cash equivalents 102.2 111.5
112.8 117.4
TOTAL ASSETS 4,329.6 4,334.3
EQUITY AND LIABILITIES
Restricted equity
Share capital 3.5 3.5
Statutory reserve 861.3 861.3
864.8 864.8
Unrestricted equity
Other reserves 7,188.7 7,182.7
Retained earnings -3,796.2 -3,964.6
Net result -22.6 160.3
3,369.8 3,378.4
TOTAL EQUITY 4,234.6 4,243.2
Non-current liabilities
Interest bearing loans and borrowings 47.3 39.5
47.3 39.5
Current liabilities
Other liabilities 5 47.7 51.6
47.7 51.6
TOTAL LIABILITIES 95.0 91.1
TOTAL EQUITY AND LIABILITIES 4,329.6 4,334.3
FINANCIAL STATEMENTS AND NOTES
Parent Company Balance Sheet
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MSEK Note 2024 2023
Cash flow from operating activities
Net result -22.6 160.3
Adjustment for items not included in the cash flow 6 -115.6 -254.1
Changes in working capital:
Changes in current assets -0.3 11.5
Changes in current liabilities 9.4 13.3
Total cash flow from operating activities -129.1 -69.0
Cash flow from investing activities
Result from equity investment 4.0 –
Dividends received – 127.9
Total cash flow from investing activities 4.0 127.9
Cash flow from financing activities
Drawdown of loan 115.8 28.0
Total cash flow from financing activities 115.8 28.0
Change in cash and cash equivalents -9.3 86.9
Cash and cash equivalents at the beginning of the year 111.5 24.6
Currency exchange difference in cash and cash equivalents – –
Cash and cash equivalents at the end of the year 102.2 111.5
FINANCIAL STATEMENTS AND NOTES
Parent Company Cash Flow Statement
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MSEK
Restricted equity Unrestricted equity
Share
capital
Statutory
reserve
Other
reserves
Retained
earnings Dividends
Total
equity
1 January 2023 3.5 861.3 7,182.7 55,573.3 -59,542.8 4,078.0
Transfer of prior year dividends – – – -59,542.8 59,542.8 –
Comprehensive income
Net result – – – 160.3 – 160.3
Total comprehensive income – – – 160.3 – 160.3
Transactions with owners
Share based payments – – – 4.9 – 4.9
Total transactions with owners – – – 4.9 – 4.9
31 December 2023 3.5 861.3 7,182.7 -3,804.3 – 4,243.2
Comprehensive income
Net result – – – -22.6 – -22.6
Other comprehensive income – – – 4.0 – 4.0
Total comprehensive income – – – -18.6 – -18.6
Transactions with owners
Share based payments – – 6.0 – – 6.0
Other – – – 4.0 – 4.0
Total transactions with owners – – 6.0 4.0 – 10.0
31 December 2024 3.5 861.3 7,188.7 -3,818.9 – 4,234.6
FINANCIAL STATEMENTS AND NOTES
Parent Company Statement of Changes in Equity
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FINANCIAL STATEMENTS AND NOTES
Parent Company Notes to the Financial Statements
Note 1 – Finance Income
MSEK 2024 2023
Dividend 125.3 186.2
Interest income 0.0 0.1
Foreign exchange gain 0.1 –
Other 0.2 –
125.6 186.3
Note 2 – Finance costs
MSEK 2024 2023
Foreign exchange loss – 2.6
Interest expense 4.0 2.0
Other 0.1 0.7
4.1 5.4
Note 3 – Income tax
MSEK 2024 2023
Net result before tax -22.6 30.3
Tax calculated at the corporate tax rate in Sweden 20.6% (20.6%) 4.7 -6.2
Tax effect of received dividend 25.8 38.3
Tax effect of expenses non-deductible for tax purposes -0.4 -0.2
Increase unrecorded tax losses -30.1 -31.9
– –
A deferred tax income of MSEK 130.0 was recognised in 2023, which increased the total deferred tax asset to MSEK 436.0 at year
end 2023. The deferred tax asset relates to tax losses carried forward, which are expected to be used against future taxable
profits. No further deferred tax income has been recognised in 2024.
Note 4 – Receivables
MSEK 2024 2023
Due from Group companies 2.6 2.6
VAT receivable 0.6 0.1
Prepaid expenses and accrued income 1.0 2.5
Other 2.4 0.7
6.6 5.9
Note 5 – Other liabilities
MSEK 2024 2023
Due to Group companies 26.4 32.9
Accounts payables 11.8 10.8
Accrued payables and deferred income 7.2 6.9
Other 2.3 1.0
47.7 51.6
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Note 6 – Supplementary information to the Statement of Cash Flows
The Statement of Cash Flows is prepared in accordance with the indirect method.
MSEK 2024 2023
Adjustments for items not included in the Cash Flows:
Depreciation and amortisation 0.1 0.2
Long-term incentive plans 6.0 3.7
Interest expense 3.6 –
Deferred tax – -130.0
Result from participation in group companies -125.3 -127.9
-115.6 -254.1
Note 7 – Remuneration to the Auditor
MSEK 2024 2023
Ernst & Young
Audit engagements 1.8 1.8
Audit assignments in addition to the audit engagement 0.1 –
1.9 1.8
There has been no remuneration to any auditor other than Ernst & Young.
Note 8 – Proposed disposition of unappropriated earnings
The 2025 Annual General Meeting has an unrestricted equity at its disposal of MSEK 3,369,799,630 including the net loss
for the year of MSEK -22,633,921. The Board of Directors proposes that the unrestricted equity of the Parent Company of
MSEK 3,369,799,630, including the net loss for the year of MSEK -22,633,921 be brought forward, and that no dividend shall be paid
for the financial year.
Note 9 – Pledged assets
Pledged assets of MSEK 3,780.8 (MSEK 3,780.8) relate to the carrying value of the pledge of the shares in respect of the Group's
credit facility entered into by the wholly-owned subsidiary Orrön Energy Finance AB, see Note 13 Interest bearing liabilities of the
financial statements of the Group.
Note 10– Shares in subsidiaries
The book value of the directly owned company Orrön Energy Holding AB amounts to MSEK 3,780.8 (MSEK 3,780.8) at year end.
Registration
number Registered office
Total
number of
shares issued
Percentage
controlled
Nominal value
per share
Directly owned
Orrön Energy Holding AB 559349-1730 Stockholm, Sweden 250 100 SEK 100.00
Indirectly owned
Orrön Energy Finance AB 559349-1748 Stockholm, Sweden 250 100 SEK 100.00
Karskruv Vind AB 559211-6106 Stockholm, Sweden 500 100 EUR 9.88
Karskruv Nät AB 559036-7289 Stockholm, Sweden 1,000 100 SEK 100.00
Orrön Energy SA 660.0.330.999-0 Collonge-Bellerive,
Switzerland 1,000 100 CHF 100.00
Orrön Energy Sweden AB 556453-2819 Gotland, Sweden 7,114,450 100 SEK 10.00
Isgrannatorp Drift AB 556787-6833 Gotland, Sweden 1,020 67 SEK 100.00
Saba Wind OY 1868533-5 Ekenäs, Finland 8,000 100 SEK 278.00
Näsvind AB 556855-2565 Gotland, Sweden 450,000 52 SEK 1.00
Ownpower Gotland AB 556676-4931 Gotland, Sweden 450,470 81 SEK 18.00
KlasBod Vindkraft AB 556748-7284 Gotland, Sweden 10,973 70 SEK 600.00
Skålsparken AB 556882-7488 Gotland, Sweden 100,000 64 SEK 1.00
Österudd och Näs Annex AB 556798-4587 Gotland, Sweden 9,900 54 SEK 2,000.00
FINANCIAL STATEMENTS AND NOTES | Parent Company Notes to the Financial Statements
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FINANCIAL STATEMENTS AND NOTES | Parent Company Notes to the Financial Statements
Registration
number Registered office
Total
number of
shares issued
Percentage
controlled
Nominal value
per share
Vindbolaget i När AB 556947-3373 Gotland, Sweden 100,000 54 SEK 1.00
Markbolaget i När AB 559238-7327 Gotland, Sweden 250 54 SEK 10.00
Stugyl AB 556756-4652 Gotland, Sweden 23,500 81 SEK 10.00
Näsudden Väst Adm. AB 556655-4803 Gotland, Sweden 305,328 74 SEK 1.00
Storugns III AB 556868-2370 Gotland, Sweden 500 60 SEK 100.00
Gotlands Allwind Invest AB 559346-7870 Gotland, Sweden 1,000 55 SEK 25.00
Orrön Energy Greenfield AB 559398-0518 Stockholm, Sweden 1,612 70 SEK 25.00
Orrön Energy Development Ltd. 14737332 Northampton, UK 1,004 70 GBP 1.00
Alverdiscott 10 Renewables Holdco Ltd. 14604716 Northampton, UK 1,000 70 GBP 1.00
Alverdiscott 10 Renewables Ltd. 14605063 Northampton, UK 100 70 GBP 1.00
Amersham 10 Renewables Ltd. 15122671 Northampton, UK 1,000 70 GBP 1.00
Appleford 2 Renewables Ltd. 14915058 Northampton, UK 1,000 70 GBP 1.00
Appleford 7 Renewables Ltd. 14914378 Northampton, UK 1,000 70 GBP 1.00
Basingstoke East 2 Renewables Ltd. 14914367 Northampton, UK 1,000 70 GBP 1.00
Basingstoke East 7 Renewables Ltd. 14914353 Northampton, UK 1,000 70 GBP 1.00
Biggleswade 10 Renewables Ltd. 15128288 Northampton, UK 1,000 70 GBP 1.00
Braintree 10 Renewables Ltd. 15125518 Northampton, UK 1,000 70 GBP 1.00
Bramley 2 Renewables Ltd. 14915202 Northampton, UK 1,000 70 GBP 1.00
Bramley 7 Renewables Ltd. 14915277 Northampton, UK 1,000 70 GBP 1.00
Bushbury 10 Renewables Ltd. 15125508 Northampton, UK 1,000 70 GBP 1.00
Canterbury North 10 Renewables Ltd. 15125499 Northampton, UK 1,000 70 GBP 1.00
Coddington 10 Renewables Ltd. 14914945 Northampton, UK 1,000 70 GBP 1.00
Coryton 10 Renewables Ltd. 15125478 Northampton, UK 1,000 70 GBP 1.00
Cowley 2 Renewables Ltd. 14914340 Northampton, UK 1,000 70 GBP 1.00
Cowley 7 Renewables Ltd. 14914334 Northampton, UK 1,000 70 GBP 1.00
Dragon Green 2 Renewables Ltd. 14914407 Northampton, UK 1,000 70 GBP 1.00
Dragon Green 7 Renewables Ltd. 14913700 Northampton, UK 1,000 70 GBP 1.00
Kegworth 10 Renewables Ltd. 14914243 Northampton, UK 1,000 70 GBP 1.00
Langage 10 Renewables Holdco Ltd. 14604675 Northampton, UK 1,000 70 GBP 1.00
Langage 10 Renewables Ltd. 14605013 Northampton, UK 100 70 GBP 1.00
Leighton Buzzard 10 Renewables Ltd. 15128338 Northampton, UK 1,000 70 GBP 1.00
Little Harrowden 10 Renewables Ltd. 15128323 Northampton, UK 1,000 70 GBP 1.00
Ninfield 10 Renewables Ltd. 15125441 Northampton, UK 1,000 70 GBP 1.00
Rye House 10 Renewables Ltd. 15125422 Northampton, UK 1,000 70 GBP 1.00
Sellindge West 10 Renewables Ltd. 15125694 Northampton, UK 1,000 70 GBP 1.00
Stoke Bardolph 10 Renewables Ltd. 15128170 Northampton, UK 1,000 70 GBP 1.00
Waltham Cross 2 Renewables Ltd. 14914290 Northampton, UK 1,000 70 GBP 1.00
Waltham Cross 7 Renewables Ltd. 14914262 Northampton, UK 1,000 70 GBP 1.00
West Haddon 10 Renewables Ltd. 15123046 Northampton, UK 1,000 70 GBP 1.00
Wymondley 10 Renewables Holdco Ltd. 14604699 Northampton, UK 1,000 70 GBP 1.00
Wymondley 10 Renewables Ltd. 14605051 Northampton, UK 100 70 GBP 1.00
Orrön Energy Energiprojekte GmbH HRB 131605 Düsseldorf, Germany 1,000 70 EUR 25.00
Orrön Kastorf Agri-PV Beteiligungs GmbH HRB 137137 Düsseldorf, Germany 1,000 70 EUR 25.00
Orron Kastorf Agri-PV GmbH & Co.KG HRA54027 Düsseldorf, Germany – 70 –
Orrön Energy Développement France SAS 951 006 154 Paris, France 1,655,021 70 EUR 1.00
Orrön Energy Finland Holding AB 559398-0542 Stockholm, Sweden 1,000 100 SEK 25.00
Orrön Energy Greenfield Finland Holding Oy 3363476-3 Mariehamn, Finland 2,500 100 EUR 0.00
Orrön Energy Finland Oy 3299865-3 Mariehamn, Finland 2,500 100 EUR 0.00
Ruohoninenmäki Renewables Oy 3363479-8 Mariehamn, Finland 2,500 100 EUR 0.00
Pökkiperä Renewables Oy 3363477-1 Mariehamn, Finland 2,500 100 EUR 0.00
Honkamäki Renewables Oy 3363475-5 Mariehamn, Finland 2,500 100 EUR 0.00
Nuolisalonneva Renewables Oy 3363474-7 Mariehamn, Finland 2,500 100 EUR 0.00
LRL Bolag Ltd. 656565-4 Vancouver, Canada 55,855,414 100 CAD 1.00
OE Netherlands I BV 92962025 The Hague, Netherlands 100 100 EUR 0.01
OE Netherlands II BV 27296469 The Hague, Netherlands 18,000 100 EUR 1.00
===== SIDA 76 =====
74
FINANCIAL STATEMENTS AND NOTES
Board Assurance
As at 2 April 2025, the Board of Directors and the CEO of Orrön Energy AB have adopted this annual and sustainability report for
the financial year ended 31 December 2024.
Board Assurance
The Board of Directors and the CEO certify that the annual report for the Parent Company has been prepared in accordance
with generally accepted accounting principles in Sweden and that the consolidated accounts have been prepared in
accordance with IFRS as adopted by the EU and give a true and fair view of the financial position and profit of the Company
and the Group and provides a fair review of the performance of the Group’s and Parent Company’s business, and describes the
principal risks and uncertainties that the Company and the companies in the Group face.
The annual and sustainability report was signed by all on 2 April 2025.
Orrön Energy AB (publ) Reg. Nr. 556610-8055
Grace Reksten Skaugen
Chair
Peggy Bruzelius
Board Member
William Lundin
Board Member
Mike Nicholson
Board Member
Jakob Thomasen
Board Member
Daniel Fitzgerald
CEO
Our audit report was issued on 8 April 2025
Anders Kriström
Authorised Public Accountant
Lead Partner
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75
FINANCIAL STATEMENTS AND NOTES
Auditor’s Report
To the general meeting of the shareholders of Orrön Energy AB (publ), corporate identity number 556610-8055
Report on the annual accounts and consolidated
accounts
Opinions
We have audited the annual accounts and consolidated
accounts of Orrön Energy AB (publ) except for the corporate
governance statement on pages 24–36 and the statutory
sustainability report on pages 11–20 for the year 2024. The
annual accounts and consolidated accounts of the company
are included on pages 6–74 in this document.
In our opinion, the annual accounts have been prepared
in accordance with the Annual Accounts Act and present
fairly, in all material respects, the financial position of the
parent company as of 31 December 2024 and its financial
performance and cash flow for the year then ended in
accordance with the Annual Accounts Act. The consolidated
accounts have been prepared in accordance with the Annual
Accounts Act and present fairly, in all material respects,
the financial position of the group as of 31 December 2024
and their financial performance and cash flow for the year
then ended in accordance with IFRS Accounting Standards,
as adopted by the EU, and the Annual Accounts Act. Our
opinions do not cover the corporate governance statement
on pages 24–36 and the statutory sustainability report on
pages 11–20. The statutory administration report is consistent
with the other parts of the annual accounts and consolidated
accounts.
We therefore recommend that the general meeting of
shareholders adopts the income statement and balance
sheet for the parent company and the group.
Our opinions in this report on the annual accounts and
consolidated accounts are consistent with the content of
the additional report that has been submitted to the parent
company's audit committee in accordance with the Audit
Regulation (537/2014) Article 11.
Ongoing legal case regarding alleged violation against international law in Sudan
Description How our audit addressed this key audit matter
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.
On 11 November 2021, the Swedish Prosecution Authority
brought criminal charges against the former Chairman of
the Board and a former Director in relation to past operations
in Sudan from 1999–2003 and 2000–2003, respectively. The
charges also included claims against the Company for a
corporate fine of 3 MSEK and forfeiture of economic benefits
of 2 381 MSEK which according to the Swedish Prosecution
Authority represents the value of the gain of SEK 720 MSEK
that the Company made on the sale of the business in
2003. Any potential corporate fine or forfeiture could only
be imposed after a conviction in a trial. The trial started on
5th September 2023 and is expected to end in 2026. The
company disclose this matter as a contingent liability.
We believe that the presentation and disclosures in
the financial statements regarding the legal case as a
contingent liability constitute a key audit matter in the audit.
This is in respect to the complexity of the prosecution, extent
of the claim and the fact that there is no case law from
similarly settled court cases in Sweden.
For information see the directors report page 22 and note 17.
We have taken this key audit matter into account in the audit
through audit procedures consisting, inter alia, of:
- We have conducted meetings with the company's General
Counsel and reviewed the internal documented positions
regarding the legal case.
- We have received and reviewed external legal letters from
the firms representing the company and its former senior
executives.
- We have reviewed the disclosures made in the annual
report regarding the ongoing legal case.
Basis for Opinions
We conducted our audit in accordance with International
Standards on Auditing (ISA) and generally accepted
auditing standards in Sweden. Our responsibilities under
those standards are further described in the Auditor’s
Responsibilities section. We are independent of the parent
company and the group in accordance with professional
ethics for accountants in Sweden and have otherwise
fulfilled our ethical responsibilities in accordance with these
requirements. This includes that, based on the best of our
knowledge and belief, no prohibited services referred to in
the Audit Regulation (537/2014) Article 5.1 have been provided
to the audited company or, where applicable, its parent
company or its controlled companies within the EU.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinions.
Key Audit Matters
Key audit matters of the audit are those matters that, in our
professional judgment, were of most significance in our audit
of the annual accounts and consolidated accounts of the
current period. These matters were addressed in the context
of our audit of, and in forming our opinion thereon, the annual
accounts and consolidated accounts as a whole, but we do
not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed the
matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report, including in relation to these matters.
Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the financial statements.
The results of our audit procedures, including the procedures
performed to address the matters below, provide the
basis for our audit opinion on the accompanying financial
statements.
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76
FINANCIAL STATEMENTS AND NOTES | Auditor's Report
Valuation of deferred tax asset
Description How our audit addressed this key audit matter
As per December 31, 2024, the deferred tax asset amounts
to MSEK 436 and is based on the estimated accumulated
tax losses carried forward for Orrön Energy AB that could be
utilized in the future multiplied by a tax rate of 20,6 %. There
has not been any change made to the balance compared
to prior year. There are further potential losses carry forward
amounting to MSEK 282 with a potential tax effect of MSEK 58
that has not been capitalized as deferred tax asset as of year
end 2024.
A deferred tax asset can only be included in the balance
sheet if there is enough expected future taxable income to
offset the tax effects. The group prepares a forecast annually
to assess future taxable income against capitalized losses
carried forward. Consideration is given to both external
factors such as assessed electricity prices, expected capacity
from the electricity-producing facilities as well as internal
factors such as deficits in companies with group contribution
restrictions and expected costs for running the business.
The valuation is based on assumptions, which makes it a
complex area of our audit. As a result of the uncertainties
that the assumptions include and the significant effects
that changes in the assumptions could have in the financial
statements, we consider this area to be a key audit matter in
our audit.
For information see note 5 (group) and note 3 (parent
company).
We have taken this key audit matter into account in the
audit through audit procedures consisting, inter alia, of:
- Mapped and evaluated the Group's valuation process
- Reviewed and analyzed the parameters and assumptions
in the valuation model and evaluated the probability of
future assumptions against internal and external sources
of information
- Engaged valuation experts with appropriate skills in the
team when performing our review
- Examined whether there were any implemented or future
changes in the tax regulations in Sweden that could affect
the possibility of utilizing the losses, and whether these
were considered in accordance with generally accepted
accounting principles
We have reviewed the information provided in the annual
report and consolidated accounts.
Other Information than the annual accounts and
consolidated accounts
This document also contains other information than the
annual accounts and consolidated accounts and is found
on pages 1–5, 11–20 and 24–36. The other information also
includes the remuneration report and were obtained before
the date of this auditor’s report. The Board of Directors
and the Managing Director are responsible for this other
information.
Our opinion on the annual accounts and consolidated
accounts does not cover this other information and we do
not express any form of assurance conclusion regarding this
other information.
In connection with our audit of the annual accounts and
consolidated accounts, our responsibility is to read the
information identified above and consider whether the
information is materially inconsistent with the annual
accounts and consolidated accounts. In this procedure we
also take into account our knowledge otherwise obtained
in the audit and assess whether the information otherwise
appears to be materially misstated.
If we, based on the work performed concerning this
information, conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing
Director
The Board of Directors and the Managing Director are
responsible for the preparation of the annual accounts and
consolidated accounts and that they give a fair presentation
in accordance with the Annual Accounts Act and, concerning
the consolidated accounts, in accordance with IFRS
Accounting Standards as adopted by the EU. The Board of
Directors and the Managing Director are also responsible
for such internal control as they determine is necessary to
enable the preparation of annual accounts and consolidated
accounts that are free from material misstatement, whether
due to fraud or error.
In preparing the annual accounts and consolidated
accounts, The Board of Directors and the Managing Director
are responsible for the assessment of the company’s and the
group’s ability to continue as a going concern. They disclose,
as applicable, matters related to going concern and using
the going concern basis of accounting. The going concern
basis of accounting is however not applied if the Board of
Directors and the Managing Director intends to liquidate the
company, to cease operations, or has no realistic alternative
but to do so.
The Audit Committee shall, without prejudice to the Board of
Director’s responsibilities and tasks in general, among other
things oversee the company’s financial reporting process.
Auditor’s responsibility
Our objectives are to obtain reasonable assurance about
whether the annual accounts and consolidated accounts
as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that
includes our opinions. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs and generally accepted
auditing standards in Sweden will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
of these annual accounts and consolidated accounts.
A further description of our responsibilities for the audit of
the annual accounts and the consolidated accounts is
located at the Swedish Inspectorate of Auditors website. This
description forms part of our auditor’s report.
===== SIDA 79 =====
77
FINANCIAL STATEMENTS AND NOTES | Auditor's Report
Report on other legal and regulatory requirements
Report on the audit of the administration and the proposed
appropriations of the company’s profit or loss
Opinions
In addition to our audit of the annual accounts and
consolidated accounts, we have also audited the
administration of the Board of Directors and the Managing
Director of Orrön Energy AB (publ) for the year 2024 and the
proposed appropriations of the company’s profit or loss.
We recommend to the general meeting of shareholders that
the profit be appropriated in accordance with the proposal
in the statutory administration report and that the members
of the Board of Directors and the Managing Director be
discharged from liability for the financial year.
Basis for opinions
We conducted the audit in accordance with generally
accepted auditing standards in Sweden. Our responsibilities
under those standards are further described in the Auditor’s
Responsibilities section. We are independent of the parent
company and the group in accordance with professional
ethics for accountants in Sweden and have otherwise
fulfilled our ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinions.
Responsibilities of the Board of Directors and the Managing
Director
The Board of Directors is responsible for the proposal for
appropriations of the company’s profit or loss. At the proposal
of a dividend, this includes an assessment of whether the
dividend is justifiable considering the requirements which the
company's and the group’s type of operations, size and risks
place on the size of the parent company's and the group’s
equity, consolidation requirements, liquidity and position in
general.
The Board of Directors is responsible for the company’s
organization and the administration of the company’s affairs.
This includes among other things continuous assessment
of the company’s and the group’s financial situation and
ensuring that the company's organization is designed so that
the accounting, management of assets and the company’s
financial affairs otherwise are controlled in a reassuring
manner. The Managing Director shall manage the ongoing
administration according to the Board of Directors’ guidelines
and instructions and among other matters take measures
that are necessary to fulfill the company’s accounting in
accordance with law and handle the management of assets
in a reassuring manner.
Auditor’s responsibility
Our objective concerning the audit of the administration,
and thereby our opinion about discharge from liability, is to
obtain audit evidence to assess with a reasonable degree of
assurance whether any member of the Board of Directors or
the Managing Director in any material respect:
• has undertaken any action or been guilty of any omission
which can give rise to liability to the company, or
• in any other way has acted in contravention of the
Companies Act, the Annual Accounts Act or the Articles of
Association.
Our objective concerning the audit of the proposed
appropriations of the company’s profit or loss, and thereby
our opinion about this, is to assess with reasonable degree
of assurance whether the proposal is in accordance with the
Companies Act.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with
generally accepted auditing standards in Sweden will always
detect actions or omissions that can give rise to liability to
the company, or that the proposed appropriations of the
company’s profit or loss are not in accordance with the
Companies Act.
A further description of our responsibilities for the audit of t
he administration is located at the Swedish Inspectorate of
Auditors website. This description forms part of our auditor’s
report.
The auditor’s examination of the ESEF report
Opinion
In addition to our audit of the annual accounts and
consolidated accounts, we have also examined that the
Board of Directors and the Managing Director have prepared
the annual accounts and consolidated accounts in a format
that enables uniform electronic reporting (the Esef report)
pursuant to Chapter 16, Section 4(a) of the Swedish Securities
Market Act (2007:528) for Orrön Energy AB for the financial
year 2024.
Our examination and our opinion relate only to the statutory
requirements.
In our opinion, the Esef report has been prepared in a format
that, in all material respects, enables uniform electronic
reporting.
Basis for opinion
We have performed the examination in accordance with
FAR’s recommendation RevR 18 Examination of the ESEF report.
Our responsibility under this recommendation is described
in more detail in the Auditors’ responsibility section. We
are independent of Orrön Energy AB in accordance with
professional ethics for accountants in Sweden and have
otherwise fulfilled our ethical responsibilities in accordance
with these requirements.
We believe that the evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Responsibilities of the Board of Directors and the Managing
Director
The Board of Directors and the Managing Director are
responsible for the preparation of the Esef report in
accordance with Chapter 16, Section 4(a) of the Swedish
Securities Market Act (2007:528), and for such internal control
that the Board of Directors and the Managing Director
determine is necessary to prepare the Esef report without
material misstatements, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to obtain reasonable assurance whether
the Esef report is in all material respects prepared in a format
that meets the requirements of Chapter 16, Section 4(a) of
the Swedish Securities Market Act (2007:528), based on the
procedures performed.
RevR 18 requires us to plan and execute procedures to
achieve reasonable assurance that the Esef report is
prepared in a format that meets these requirements.
Reasonable assurance is a high level of assurance, but it is
not a guarantee that an engagement carried out according
to RevR 18 and generally accepted auditing standards in
Sweden will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of the Esef report.
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78
FINANCIAL STATEMENTS AND NOTES | Auditor's Report
The audit firm applies ISQM 1 Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or
other Assurance or Related Services Engagements which
requires the firm to design, implement and operate a system
of quality management, including policies and procedures
regarding compliance with professional ethical requirements,
professional standards and applicable legal and regulatory
requirements.
The examination involves obtaining evidence, through
various procedures, that the Esef report has been prepared
in a format that enables uniform electronic reporting of the
annual and consolidated accounts. The procedures selected
depend on the auditor’s judgment, including the assessment
of the risks of material misstatement in the report, whether
due to fraud or error. In carrying out this risk assessment, and
in order to design audit procedures that are appropriate in
the circumstances, the auditor considers those elements
of internal control that are relevant to the preparation of
the Esef report by the Board of Directors and the Managing
Director, but not for the purpose of expressing an opinion on
the effectiveness of those internal controls. The examination
also includes an evaluation of the appropriateness and
reasonableness of assumptions made by the Board of
Directors and the Managing Director.
The procedures mainly include a validation that the Esef
report has been prepared in a valid XHTML format and a
reconciliation of the Esef report with the audited annual
accounts and consolidated accounts.
Furthermore, the procedures also include an assessment
of whether the consolidated statement of financial
performance, financial position, changes in equity, cash
flow and disclosures in the Esef report have been marked
with iXBRL in accordance with what follows from the Esef
regulation.
The auditor’s examination of the corporate
governance statement
The Board of Directors is responsible for that the corporate
governance statement on pages 24–36 has been prepared
in accordance with the Annual Accounts Act.
Our examination of the corporate governance statement
is conducted in accordance with FAR´s standard RevR 16
The auditor´s examination of the corporate governance
statement. This means that our examination of the corporate
governance statement is different and substantially
less in scope than an audit conducted in accordance
with International Standards on Auditing and generally
accepted auditing standards in Sweden. We believe that
the examination has provided us with sufficient basis for our
opinions.
A corporate governance statement has been prepared.
Disclosures in accordance with chapter 6 section 6 the
second paragraph points 2–6 of the Annual Accounts Act
and chapter 7 section 31 the second paragraph the same law
are consistent with the other parts of the annual accounts
and consolidated accounts and are in accordance with the
Annual Accounts Act.
The auditor´s opinion regarding the statutory
sustainability report
The Board of Directors is responsible for the statutory
sustainability report on pages 11–20, and that it is prepared in
accordance with the Annual Accounts Act according to the
prior wording that was in effect before 1 July 2024.
Our examination has been conducted in accordance
with FAR’s auditing standard RevR 12 The auditor´s opinion
regarding the statutory sustainability report. This means
that our examination of the statutory sustainability report
is different and substantially less in scope than an audit
conducted in accordance with International Standards
on Auditing and generally accepted auditing standards in
Sweden. We believe that the examination has provided us
with sufficient basis for our opinion.
A statutory sustainability report has been prepared.
Ernst & Young AB, Box 7850, 103 99 Stockholm, was appointed
auditor of Orrön Energy AB (publ) by the general meeting
of the shareholders on the 15 May 2024 and has been the
company’s auditor since the 2020.
Stockholm, 8 April 2025
Ernst & Young AB
Anders Kriström
Authorized Public Accountant
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79
ADDITIONAL INFORMATION
Key Financial Data
The alternative performance measures presented and disclosed in this report are used internally by management in
conjunction with IFRS measures to measure performance and make decisions regarding the future direction of the business.
The Group believes that these alternative performance measures, when provided in combination with reported IFRS measures,
provide helpful supplementary information for investors.
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 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 of result in 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.
Reconciliations of relevant alternative performance measures are provided on page 80. Definitions of the performance
measures are provided on page 82.
Financial data
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
Net cash (-) / Net debt (+) 66.6 93.7
Proportionate financials
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
Operating expenses -15.3 -13.5
EBITDA 7.0 5.3
Operating profit (EBIT) -12.9 -11.0
Net cash (-) / Net debt (+) 65.0 92.4
Data per share
EUR
Earnings per share -0.05 -0.03
Earnings per share – diluted -0.05 -0.03
EBITDA per share -0.01 -0.02
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
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
Share price
Share price at period end in SEK 7.11 7.96
Share price at period end in EUR
1 0.62 0.72
Key ratios
Return on equity – % -4 -2
Return on capital employed – % -4 -4
Equity ratio – % 76 71
1 Share price at period end in EUR is calculated based on quoted share price in SEK and applicable SEK/EUR exchange rate at period end.
===== SIDA 82 =====
80
ADDITIONAL INFORMATION
Alternative Performance Measures
EBITDA – Consolidated financials
MEUR 2024 2023
Operating profit/loss (EBIT) -17.5 -17.0
Add: depreciation 15.9 11.9
-1.6 -5.1
Net debt/Net cash – Consolidated financials
MEUR 2024 2023
Interest bearing loans and borrowings – Non-Current 83.6 114.7
Interest bearing loans and borrowings – Current 0.6 0.8
Less: Cash and cash equivalents -17.6 -21.8
66.6 93.7
EBITDA – Proportionate financials
MEUR 2024 2023
Operating profit/loss (EBIT) -12.9 -11.0
Add: depreciation 19.9 16.3
7.0 5.3
Net debt/Net cash – Proportionate financials
MEUR 2024 2023
Net cash / Net debt – Consolidated financials 66.6 93.7
Less: Cash and cash equivalents of Associates and joint ventures -0.4 -3.5
Add: Interest bearing loans and borrowings of Associates and joint ventures -1.2 2.2
65.0 92.4
2024
Bridge from proportionate to consolidated financials
MEUR
Proportionate
financials
Residual
ownership for
fully consolidated
entities 1
Elimination
of equity
consolidated
entities 2
Consolidated
financials
Revenue 30.7 0.7 -5.7 25.7
Other income 11.4 0.0 -0.4 11.0
Operating expenses -15.3 -0.6 3.4 -12.5
General and administration expenses -19.8 – – -19.8
Share in result of associates and joint ventures 0.0 – -6.0 -6.0
EBITDA 7.0 0.1 -8.7 -1.6
Depreciation -19.9 0.0 4.0 -15.9
Operating profit (EBIT) -12.9 0.1 -4.7 -17.5
Net financial items -6.5 0.0 4.7 -1.8
Tax 6.0 0.0 0.0 6.0
Net result -13.4 0.1 – -13.3
Attributable to:
Shareholders of the Parent Company -13.4 – – -13.4
Non-controlling interest – 0.1 – 0.1
1 Residual ownership interests share of the proportionate financials in fully consolidated subsidiaries where Orrön Energy does not have 100 percent
economic interest.
2 Elimination of proportionate financials from equity consolidated entities adjusted for Orrön Energy’s share of net result.
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ADDITIONAL INFORMATION | Alternative Performance Measures
2023
Bridge from proportionate to consolidated financials
MEUR
Proportionate
financials
Residual
ownership for
fully consolidated
entities 1
Elimination
of equity
consolidated
entities 2
Consolidated
financials
Revenue 36.2 3.6 -11.8 28.0
Other income 0.8 0.0 -0.4 0.4
Operating expenses -13.5 -3.1 4.0 -12.6
General and administration expenses -18.2 – – -18.2
Share in result of associates and joint ventures – – -2.7 -2.7
EBITDA 5.3 0.5 -10.9 -5.1
Depreciation -16.3 -0.1 4.5 -11.9
Operating profit (EBIT) -11.0 0.4 -6.4 -17.0
Net financial items -7.9 0.2 5.6 -2.1
Tax 10.9 -0.2 0.8 11.5
Net result -8.0 0.4 0.0 -7.6
Attributable to:
Shareholders of the Parent Company -8.0 – – -8.0
Non-controlling interest – 0.4 – 0.4
1 Residual ownership interests share of the proportionate financials in fully consolidated subsidiaries where Orrön Energy does not have 100 percent
economic interest.
2 Elimination of proportionate financials from equity consolidated entities adjusted for Orrön Energy’s share of net result.
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ADDITIONAL INFORMATION
Definitions and Abbreviations
Definitions
Earnings per share: Net result attributable to shareholders of the Parent Company divided by the weighted average number of
shares for the period.
Earnings per share – diluted: Net result attributable to shareholders of the Parent Company divided by the weighted average
number of shares for the period after considering any dilution effect.
EBIT (Earnings Before Interest and Tax): Operating profit
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation): Operating profit before depreciation
Equity ratio: Total equity divided by the balance sheet total.
Net debt/Net cash – Consolidated: Interest bearing loans and borrowings less cash and cash equivalents.
Net debt/Net cash – Proportionate: Consolidated less cash and cash equivalents of associates and joint ventures plus/minus
adjustment for external interest bearing loans and borrowings of associates and joint ventures.
Return on equity: Net result divided by average total equity.
Return on capital employed: Income before tax plus interest expenses plus/less currency exchange differences on financial
loans divided by the average capital employed (the average balance sheet total less non-interest bearing liabilities).
Weighted average number of shares for the period: The number of shares at the beginning of the period with changes in the
number of shares weighted for the proportion of the period they are in issue.
Weighted average number of shares for the period – diluted: The number of shares at the beginning of the period with changes
in the number of shares weighted for the proportion of the period they are in issue after considering any dilution effect.
Abbreviations
CHF Swiss franc
EUR Euro
GBP British pound sterling
NOK Norwegian Krone
SEK Swedish Krona
TSEK Thousand SEK
MEUR Million EUR
MSEK Million SEK
Industry related terms and measurements
GW Gigawatt
GWh Gigawatt hour
MW Megawatt
MWh Megawatt hour
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83
Contacts
Robert Eriksson
Corporate Affairs and Investor Relations
Tel: +46 701 11 26 15
robert.eriksson@orron.com
Jenny Sandström
Communications Lead
Tel: +41 79 431 63 68
jenny.sandstrom@orron.com
Financial Calendar
• Interim report for the first quarter of 2025 6 May 2025
• Interim report for the second quarter of 2025 6 August 2025
• Interim report for the third quarter of 2025 5 November 2025
• Year end report 2025 18 February 2026
Annual General Meeting
The Annual General Meeting (AGM) is held within six months from the close of the financial year. All shareholders who are
registered in the shareholders’ register and who have duly notified their intention to attend the AGM may do so and vote in
accordance with their level of shareholding. Shareholders may also attend the AGM through a proxy and a shareholder shall in
such a case issue a written and dated proxy. A proxy form is available on www.orron.com.
The 2025 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 the digital meeting online, through
a proxy or by postal voting.
Vote at the AGM
Those who wish to exercise their voting rights at the AGM must:
• be entered as a shareholder in the share register kept by Euroclear Sweden AB on 24 April 2025 or, 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 in such time that
the registration is completed by 28 April 2025; and
• give notice of attendance at the AGM to the Company in accordance with the instructions set out in the section “Online
participation and voting at the AGM” or submit a postal vote in accordance with the instructions set out in the section “Voting
by post in advance of the AGM” no later than 28 April 2025.
Important information regarding participation and voting
The Board of Directors has decided to hold the AGM as a digital meeting combined with an option to vote by post in advance of
the AGM in accordance with the Company’s Articles of Association.
For terms and instructions for online participation and voting at the AGM, please refer to the section “Online participation and
voting at the AGM” below.
For terms and instructions for voting by post in advance of the AGM, please refer to the section “Voting by post in advance of the
AGM” below.
Please note that despite thorough preparations, it cannot be ruled out that online participation or voting at the AGM do not
work as intended due to technical complications attributable to shareholders. The AGM will be held regardless of any such
complications and there is a risk that votes submitted online at the AGM are not registered. Consequently, those who want to be
certain of being able to exercise their voting rights should vote by post in advance of the AGM.
Please also note that it will not be possible to vote both by post in advance of the AGM and online at the AGM. If a postal vote has
been submitted in accordance with the terms and instructions for voting by post and such postal vote has not been withdrawn
by the shareholder no later than 28 April 2025, the Company will consider the postal vote at the AGM.
It is possible to vote by post in advance of the AGM and still follow the AGM without exercising any voting rights online, please see
the section “Voting by post in advance of the AGM” below for more information.
Online participation and voting at the AGM
Those who wish to participate at the digital AGM in person or through proxy shall give notice of attendance to the Company no
later than 28 April 2025 either:
• electronically through the Company’s website, www.orron.com (only applicable to individuals);
• by post to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Orrön Energy’s AGM”);
• by telephone to +46 (0)8 518 01 554 on weekdays between 09.00 and 16.00 (CEST); or
• by email to info@computershare.se.
The notice of attendance shall state name, personal identification number or corporate registration number, address, telephone
number and, where relevant, the number of accompanying advisors (not more than two).
ADDITIONAL INFORMATION
Shareholders’ information
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84
To participate and vote online, a stable network connection must be maintained throughout the AGM. Online participation
is possible via a computer, a smartphone or a tablet, provided the device is equipped with an up-to-date operating system
and the latest software version. Access to the meeting will be facilitated via a web browser, ensuring a seamless and secure
connection to the digital platform.
Those who give notice of attendance at the AGM will receive login instructions on the admission card which will be sent to the
address stated in the notice of attendance. On the day of the AGM, the digital platform will open for login from 10.00 (CEST), and
participants must log in no later than 11.00 (CEST) to attend.
In connection with each voting item, shareholders will be able to choose between the alternatives “Yes”, “No” and “Abstain”.
Engagement and questions during the meeting will be facilitated through a dedicated written Q&A function.
Those who do not wish to participate or vote online in person may exercise their voting rights at the AGM through a proxy in
possession of a written, signed and dated proxy form. In order for the proxy to obtain login instructions to the digital platform,
the proxy’s name, personal identification number or corporate registration number and address must be included in the
notice of attendance. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration
or a corresponding document of authority for the legal entity. Template proxy forms in Swedish and English are available on
the Company’s website, www.orron.com. Proxy forms, certificates of registration and other documents of authority shall be
appended to the notice of attendance. Please note that notice of attendance must be given even if a shareholder wishes to
exercise its rights at the meeting through a proxy. A submitted proxy form does not count as a notice of attendance.
Voting by post in advance of the AGM
Those who wish to exercise their voting rights by post in advance of the AGM shall use the voting form and follow the instructions
available on the Company’s website, www.orron.com. The postal vote must be received by the Company no later than no later
than 28 April 2025. The postal vote shall be sent either:
• electronically in accordance with the instructions available on www.orron.com.
• by email to info@computershare.se.
• by post to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Orrön Energy AGM”).
If a shareholder’s voting rights are exercised by proxy, a power of attorney and other authorisation documents must be enclosed
with the voting form. A proxy form is available on the Company’s website, www.orron.com, and will be sent to shareholders upon
request.
Shareholders who wish to exercise their voting rights by post in advance of the AGM may still follow the AGM online (without also
exercising voting rights online). In order to receive login instructions, please elect for this option in the voting form.
ADDITIONAL INFORMATION | Shareholders' Information
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Reklam, Sweden 2025.
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This information is information that Orrön Energy AB is required to make public pursuant to the Swedish Securities Markets Act.
The information was submitted for publication at 09.00 CEST on 9 April 2025.
Forward-Looking Statements
Statements in this report relating to any future status or circumstances, including statements regarding future performance,
growth and other trend projections are forward-looking statements. These statements may generally, but not always, be
identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to several factors, many of which are outside the Company’s
control. Any forward-looking statements in this report speak only as of the date on which the statements are made and
the Company has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new
information, future events or otherwise.
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Corporate Head Office
Orrön Energy AB (publ)
Hovslagargatan 5
SE-111 48 Stockholm, Sweden
T +46-8-440 54 50
W orron.com