Notes to the financial statements
Note 1 General information and accounting policies
Corporate information
Magnora ASA (“the Company”) is incorporated and domiciled in Norway. The address of its registered office is Karenslyst Allé 6, 0278 Oslo. The Company is listed on the Oslo Stock Exchange main list with the ticker MGN.
Magnora ASA and its subsidiaries and investments in associated companies (“the Group”) develop projects within data centers, solar PV, wind energy and battery energy storage systems, as well as being a data center operator.
Basis of preparation
These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU under the International Accounting Standard for Interim Financial Reporting (IAS 34). As the interim financial statements do not include the full information and disclosures required for a complete set of consolidated financial statements, they should be read in conjunction with the Group’s annual consolidated financial statements. The accounting policies adopted in the preparation of the condensed interim consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for 2025.
The European Securities and Markets Authority (ESMA) issued guidelines on Alternative Performance Measures (“APMs”) that came into effect on 3 July 2016. Magnora has defined and explained the purpose of the following APM:
EBITDA: EBITDA, as defined by Magnora, includes operating revenue and other income and excludes profit/loss from associated companies, depreciation, amortisation, and impairment loss.
Accounting policies, judgements and estimates
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are consistent with those followed in the preparation of the Annual Financial Statements for 2025.
Due to rounding adjustments, the figures in certain columns may not sum to the total of those columns.
Note 2 Material accounting judgements and estimates
Consolidation of portfolio companies
The Group has a portfolio of companies invested in and performs a quarterly evaluation of whether it has control in accordance with IFRS 10.
After the successful completion of the IPO of Magnora Data Center ASA, Magnora ASA holds a 52.7% ownership interest and retains control of the company. Accordingly, Magnora Data Center ASA and its subsidiaries are fully consolidated, with 100% of their financial results included in the Group’s consolidated financial statements and the share attributable to other shareholders presented as non-controlling interests.
The Group invested in Kustvind AB in March 2020 through a share issue and holds a 48 percent ownership at the reporting date. Magnora holds the right to increase its ownership to 50 percent subject to a budget and milestone plan. The option to increase ownership is not currently exercisable, as any ownership increase must be initiated by the Kustvind board through a capital call, driven by the project’s capital needs. The remaining shares are equally owned by Kustvind’s three founders. Magnora has three out of five board members, and the founders have the remaining two members. The other shareholders have the right to elect a third board member at any time, and it is expected that they will do so. Magnora is a minority owner alongside three other owners and has significant influence of the company. As a result, its ownership is accounted for using the equity method, classifying Kustvind as an associated company.
Helios Magnora Sol AS (formerly Hafslund Magnora Sol AS) develops utility-scale solar PV projects in the Nordic region. During the second quarter of 2026, Magnora acquired an additional 20% ownership interest from Hafslund Vekst AS, increasing its ownership from 40% to 60%. As a result, the Group obtained control of Helios Magnora Sol AS on 28 May 2026, and the company has been consolidated as a subsidiary from that date. Helios Nordic Energy AB holds the remaining 40% interest.
Divestments
For transactions resulting in the loss of control of a subsidiary or associate, IFRS 10 requires that the fair value of the consideration received be determined to calculate the net gain or loss to be recognised. Given the nature of the Group's investments, a significant portion of the consideration may be contingent upon future events, requiring considerable judgment in estimation. The Group follows a conservative approach in valuing its portfolio, including when estimating the fair value of future payments such as earnouts and milestone payments from divestments. The probability of these payments is assessed for each transaction, with contingent consideration included in the net gain or loss. At each reporting date, the Group evaluates changes in the fair value of these future payments, with any adjustments recognised as Other Income in the profit or loss statement. As of the balance sheet date, the total unrecognised value of potential earnouts and milestone payments from divestments is NOK 504.0 million, which is subject to the achievement of relevant technical and/or commercial milestones, project risks, timing, currency fluctuations, auction results, CfD (Contract for Difference) rates and other factors.
Note 3 Capital transactions during the period
Private placement in Magnora ASA
During the second quarter of 2026, Magnora ASA completed a private placement comprising 8,200,000 new and treasury shares at a subscription price of NOK 29 per share, raising gross proceeds of NOK 238 million before transaction costs. The transaction resulted in an increase in share capital and share premium in respect of the newly issued shares, while the sale of treasury shares reduced the Company's holding of own shares. The proceeds will support continued investments in the Group's data center and renewable energy businesses. The proceeds will support continued investments in the Group's renewable energy and data center businesses.
Private placement and listing of Manora Data Center ASA
On 8 June 2026, Magnora Data Center ASA (“MDATA”), a subsidiary of Magnora ASA, completed a private placement, issuing 50,000,000 new shares at a subscription price of NOK 13 per share, raising gross proceeds of NOK 650 million. Following the private placement, MDATA was admitted to trading on Euronext Growth Oslo. Magnora ASA subscribed for shares amounting to NOK 100 million in the private placement.
Following completion of the transaction, Magnora ASA held 52.7% of the outstanding shares in MDATA and continues to control the company. Accordingly, MDATA and its subsidiaries continue to be consolidated in the Group's condensed interim consolidated financial statements in accordance with IFRS 10.
The transaction resulted in an increase in non-controlling interests of NOK 303.2 million, and has been accounted for as an equity transaction, with no loss of control by Magnora ASA.
Note 4 Segment reporting
Following the reorganisation of the Group’s data center activities during 2026, the Group is organised into two reportable segments: Renewable Energy and Data Center. The reportable segments reflect the Group’s organisational structure and the financial information regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources.
Renewable Energy: This segment comprises the Group’s development activities and investments within renewable energy, including solar, wind and BESS.
Data Center: This segment comprises Magnora Data Center ASA and its subsidiaries, including the development and operation of data center projects.
During 2026, the subsidiaries comprising the data center business were transferred to Magnora Data Center ASA as part of the establishment of the Data Center business as a separate subgroup. Magnora ASA holds a 52.7% ownership interest in Magnora Data Center ASA and retains control of the company. Accordingly, the Data Segment is fully consolidated, with 100% of the income, expense, assets and liabilities of Magnora Data Center ASA and its subsidiaries included in the Group’s consolidated financial statements. The share attributable to other shareholders is presented as non-controlling interest.
Comparative segment information has been presented to reflect the current reportable segment structure:
| YTD 2026: | ||||
|---|---|---|---|---|
| NOK million | Renewable | Data Center | Group items | Group Total |
| Gross operating revenue, external | 1,9 | 1,9 | - | 3,8 |
| Gross operating revenue, internal | 11,0 | - | -11,0 | - |
| Other income | 0,5 | - | - | 0,5 |
| Direct costs of service | - | -0,9 | - | -0,9 |
| Operating expense | -24,3 | -20,7 | 13,6 | -31,4 |
| Development and M&A expense | -44,6 | - | - | -44,6 |
| EBITDA | -55,5 | -19,7 | 2,6 | -72,7 |
| Depreciation and amortisation | -0,9 | -0,5 | - | -1,4 |
| Profit/loss from associated companies | -1,5 | - | - | -1,5 |
| Operating profit/(loss) | -58,0 | -20,2 | 2,6 | -75,6 |
| NOK million | Renewable | Data Center | Group items | Group Total |
| Total assets | 460,1 | 643,7 | -15,6 | 1088,2 |
| Cash and cash equivalents | 188,9 | 625,2 | - | 814,1 |
| Total liabilities | -65,4 | -28,4 | 15,6 | -78,2 |
| Q2 2026: | ||||
|---|---|---|---|---|
| NOK million | Renewable | Data Center | Group items | Group Total |
| Gross operating revenue, external | 0,7 | 0,9 | - | 1,6 |
| Gross operating revenue, internal | 7,6 | - | -7,6 | - |
| Other income | 0,5 | - | - | 0,5 |
| Direct costs of service | - | -0,7 | 0,2 | -0,5 |
| Operating expense | -13,7 | -14,2 | 9,4 | -18,5 |
| Development and M&A expense | -17,6 | - | - | -17,6 |
| EBITDA | -22,6 | -14,0 | 2,0 | -34,6 |
| Depreciation and amortisation | -0,5 | -0,2 | - | -0,7 |
| Profit/loss from associated companies | -1,1 | - | - | -1,1 |
| Operating profit/(loss) | -24,3 | -14,2 | 2,0 | -36,4 |
| NOK million | Renewable | Data Center | Group items | Group Total |
| Total assets | 460,1 | 643,7 | -15,6 | 1088,2 |
| Cash and cash equivalents | 188,9 | 625,2 | - | 814,1 |
| Total liabilities | -65,4 | -28,4 | 15,6 | -78,2 |
Note 5 Note 5 Operating revenue
The Group generates revenue from management and project development services, as well as data center operations.
While the Group’s overall financial returns are largely driven by project divestments, with gains recognised under other income, these are non-recurring by nature. During the quarter, total revenue amounted to NOK 1.6 million (Q2 2025: NOK 2.3 million).
| NOK million | Q2 2026 | Q2 2025 | YTD 2026 | YTD 2025 | 2025 |
|---|---|---|---|---|---|
| Licence revenue | - | - | - | 48,4 | 91,7 |
| Management services revenue | 0,7 | 2,3 | 1,9 | 3,6 | 5,2 |
| Data center revenue | 0,9 | - | 1,9 | - | 0,8 |
| Total operating revenue | 1,6 | 2,3 | 3,8 | 52,0 | 97,7 |
Note 6 Other income
Other income amounted to NOK 0.5 million in the second quarter of 2026 (Q2 2025: NOK 6.7 million). Other income primarily comprises earnout fair value adjustments from previous project divestments. The prior-year comparative included a gain related to project divestments in South Africa.
Note 7 Investment overview
| Name of entity | Registered office | Accounting principle | Ownership |
|---|---|---|---|
| Magnora Data Center ASA* | Norway | Consolidated | 53 % |
| Magnora Utvikling AS | Norway | Consolidated | 100 % |
| Magnora Offshore Wind AS | Norway | Consolidated | 80 % |
| Magnora South Africa Projects AS | Norway | Consolidated | 100 % |
| Magnora South Africa Development AS | Norway | Consolidated | 100 % |
| Magnora UK PV Holding AS | Norway | Consolidated | 100 % |
| Project Luminara 1 AS | Norway | Consolidated | 100 % |
| Project Luminara 2 AS | Norway | Consolidated | 100 % |
| Magnora Offshore Wind Holding Ltd | United Kingdom | Consolidated | 80 % |
| Magnora Offshore Wind N3 Ltd | United Kingdom | Consolidated | 80 % |
| Magnora Germany GmbH | Germany | Consolidated | 100 % |
| Magnora Italy S.r.l. | Italy | Consolidated | 100 % |
| African Green Ventures (Pty) Ltd | South Africa | Consolidated | 100 % |
| Helios Magnora Sol AS | Norway | Consolidated | 60 % |
| Kustvind AB | Sweden | Equity method | 48 % |
| Gamcap Magnora Development Company Ltd | United Kingdom | Equity method | 50 % |
*Magnora Data Center ASA is the parent company of the Group's data center operations. Following its listing on Euronext Growth Oslo on 8 June 2026, Magnora ASA retained a 52.7% ownership interest and continues to consolidate 100% of Magnora Data Center ASA and its subsidiaries.
Note 8 Investments in associates
Kustvind AB
Magnora holds a 48% ownership interest in Kustvind AB, a shallow-water offshore wind project located off the southern coast of Sweden and has an option to increase its ownership to 50%. The investment is accounted for using the equity method, as the Group does not control the company. There have been no material changes during the period.
Note 9 Share options
Share option programme
Magnora ASA operates a share option programme for members of the Board of Directors and management. Share-based payments are accounted for in accordance with IFRS 2, with the grant-date fair value recognised as an expense on a straight-line basis over the 36-month vesting period.
During the second quarter of 2026, 220,000 new share options were granted and no options were exercised. As at 30 June 2026, a total of 1,277,071 share options were outstanding.
Share-based payment expenses recognised under the programme amounted to NOK 0.5 million for the quarter.
Employee share incentive programme
In connection with the listing of Magnora Data Center ASA on Euronext Growth Oslo, a share incentive programme for selected employees of Magnora ASA was established and approved by the General Meeting of Magnora Data Center ASA on 3 June 2026.
Under the programme, participating employees acquired shares in Magnora Data Center ASA at a purchase price below the initial public offering price. The programme is accounted for in accordance with IFRS 2 Share-based Payment, and the fair value of the benefit granted is recognised as a share-based payment expense over the relevant vesting period, with a corresponding increase in equity.
Share-based payment expense recognised under the programme amounted to NOK 0.8 million in the second quarter.
The total share-based payment expense recognised by the Group under the two programmes amounted to NOK 1.3 million for the second quarter 2026, and presented in operating expenses.
Note 10 Share buyback programme
At the Annual General Meeting held on 12 May 2026, a new authorisation to repurchase up to 10% of the Company's outstanding shares was approved, replacing the previous authorisation granted on 29 April 2025. The authorisation permits share repurchases of up to 6,578,182 shares, for a maximum aggregate consideration of NOK 50 million.
During the second quarter of 2026, the Group repurchased 787,227 of its own shares and sold 1,621,818 treasury shares as part of the private placement that was completed during the quarter.
As at 30 June 2026, the Group held 891,850 treasury shares, representing 1.2% of the total outstanding shares.
Note 11 Other current liabilities
As of 30 June 2026, the Group's total other current liabilities amounted to NOK 54.8 million. Of which NOK 50.2 million representing the project partner’s loan funding of the project company for the Talisk licence fee.
Note 12 Liquidity
The Group has total cash and cash equivalents of NOK 814.1 million and undrawn overdraft facilities of NOK 150 million.
For long-term liquidity planning, the Group utilises a combination of overdraft facilities and equity financing, particularly for capital intensive investments exceeding the scope of existing facilities. As certain projects progress into phases requiring increased funding, the Group will consider loan arrangements intended to be held through to project exit. Current liquidity remains strong, in line with anticipated transactions and capital requirements across the Group’s portfolio companies.
Foreign exchange gains or losses arise from the revaluation of foreign currency-denominated balances across the Group’s international operations. These effects are non-cash in nature, as the underlying balances are expected to be realised upon divestment of projects, where proceeds are typically received in the same currencies.
Note 13 Subsequent events
On 12 August 2026, Magnora Data Center ASA entered into an agreement to acquire its local partner's remaining 30% interest in the Hämeenlinna data center project in Finland, increasing the Group's ownership from 70% to 100%. The project was already controlled and fully consolidated by the Group at 30 June 2026. The consideration will be settled through a combination of cash, shares and a cash-settled earn-out mechanism. The share component comprises 1,326,666 Magnora Data Center ASA shares valued at NOK 15 per share. The total transaction value, including the cash and earn-out components, remains confidential under terms of the agreement.

