engira group A/S

Business and Ownership Structure Renewable Energy Company A/S is an integrated solar platform active across development, asset management and operations. The Group owns 1.2 GWp of solar PV plants across multiple markets and has a development pipeline of 4.1 GWp. Our activities include project develop- ment, asset management, operational monitoring, technical performance man- agement, reporting and optimisation initiatives aimed at improving availability, production and long-term value creation across the portfolio. The Group consists of Renewable Energy Company A/S as parent com- pany, Renewable Energy HoldCo ApS and Renewable Energy Operations A/S, supported by multiple local asset management entities, SPV projects and related operating entities, as well as Voltaiyo, our platform in Japan, which is co-owned with Intermediate Capital Group (ICG), a global alternative asset manager. 85% of the ownership interests and voting rights in Renewable Energy Com- pany A/S are held by former A-inves- tors in various Obton funds, while the remaining 15% are held by Obton A/S. No individual investor other than Obton A/S holds 10% or more of the ownership interests or voting rights. Management Review The Group’s principal activities 2025 is the first financial year after the merger of the three funds Impact, Stabil, Fond 1, and part of the activi- ties from Obton A/S. The consolidated Income Statement includes the activ- ities of the funds for the full year. The activities from Obton A/S were formally transferred as a contribution in kind on 1 November 2025 and are only included in the consolidated Income Statement for the two-months period from 1 No- vember to 31 December 2025. The contributing companies in the merger have been described in detail in the prospectus including the allocation between the different parties. Following the completion of the merger, Renewable Energy Company A/S will be a global developer, owner, and operator of renewable energy facilities, and we expect to realise significant synergies in the coming years. The company has started operating as a fully integrated energy company. Its business model spans large parts of the renewable energy value chain. This is built on many years of experience across the organisation, including tech- nical, commercial and legal capabilities, as well as a strong local presence in its core countries. The business is still in a transition process, which already started during the merger process continued for the remainder of 2025 with a focus on consolidating and stabilising the op- eration. We expect that this transfor- mational journey will continue during 2026. As mentioned in the prospectus, we have decided to selldown a part of our Japanese assests and assets that are not part of the future strategy. The overall purpose of consolidation our activities is to prepare for future growth. The market for renewable energy con- tinues to be challenged, and we still see some uncertainty. We are executing in accordance with our plans, however, there is a risk that there will be a different phasing due to longer negotiation and closing processes with buyers of non-strategic assets. This un- certainty has been reflected in the valu- ation of the assets in the Annual Report, as current market conditions continue to impact market valuations. Financial key figures The Group’s Income Statement for the financial year from 1 January to 31 December 2025 shows a result of MDKK -1,752, a consolidated Balance Sheet at 31 December 2025 shows a balance sheet total of MDKK 8,788 and an equity of MDKK 1,671. The result is not satisfac- tory. A significant part of the negative result can be attributed to depreciations and impairments of assets - in total MDKK 1,371 and finally costs related to the merger and the establishment of Re- newable Energy Company A/S. We have as a part of the year end closing performed an assessment of the value of the tangible assets in accord- ance with § 41 in the Danish Financial Statement Act. This has resulted in both negative and positive value adjustments of the assets. The adjustments are in- cluded in the able presented below. The assessment of the value of the tangible assets is based on the net present value of the future cashflow of the individual assets. The basis for the calculation is the budgets and forecasts for the individual plants, which, among other things, is based on the following: • Production • Availability • Curtailment • Degradation • Feed-in Tariffs and Power Purchase Agreements • Costs (operation and maintenance) We have in the calculation of the net present value used an individual Weight- ed Average Cost of Capital (WACC) that variates from country to country. The WACC used for each assets does also include an illiquidity premium of 1%. High level sensitivity analysis: • If the WACC is adjusted by 1%-point it will have an impact on the value of assets of approximately MDKK 300. • If the average cash flow is changed by 1%, it will have an impact on net present value of approximately MDKK 35. The value reduction of our assets is course not satisfactory, but it follows a trend that we see not only in the Scan- dinavian renewable industry, but across the whole Europe. This trend has accel- erated since the decision of the merger was taken last year. Net impact on valuation of assets MDKK Impairment losses of intangible assets and property, plant and equipment -837 Income from investments in participating interests -321 Financial costs -331 Net impact on income statement -1,489 Revaluation booked directly on Equity (Revaluation reserve) 283 Net impact -1,206 Pro forma We have included an unaudited pro-for- ma consolidated Income Statement for 2025, which includes the activities from Obton as if they had been transferred on 1 January 2025. The purpose of this is to illustrate the development from the pro forma numbers for 2024 included in the prospectus to the pro forma num- bers for 2025, since the reported num- bers in the consolidated Annual Report is not directly comparable with the pro forma consolidated Income Statement for 2024 in the prospectus. Pro forma – comparison between the Income Statement in the Annual Report and the Pro forma numbers Timeline - Annual Report vs Pro forma Results - Annual Report vs Pro forma (TDKK) Annual Report Annual Report Pro forma 1/1-25 1/11-25 31/12-25 Revenue 974,596 976,329 Stabil, Impact, Fond 1 EBITDA 658,945 553,136 Obton Carve Out Depreciations and -1,371,500 -1,410,136 Pro forma consolidation (prospectus) write down 1/1-25 31/12-25 Profit/Loss for the -1,752,069 -1,897,145 Stabil, Impact, Fond 1 year Obton Carve Out The two graphs illustrates the difference between the different methods of consolidation between the official numbers in the Annual Report and the Pro forma numbers. Pro forma – comparison between the Income Statement the Pro forma Income Statement for 2025 and 2024 (as presented in the prospectus) numbers 2025 Pro forma 2024 Pro forma 2025 Guidance Revenue 976,329 942,434 850,000-1,050,000 EBITDA 553,136 365,164 500,000-700,000 Depreciations and write down -1,410,136 -3,070,761 N/A Profit/Loss for the year -1,897,145 -2,511,324 N/A The pro forma calculated revenue for 2025 is in the middle of the range in the guidance described in the prospectus. However, EBITDA is in the lower end of the range – MDKK 545 versus MDKK 500 to MDKK 700.