Interim report
Page 1
EAM SOLAR AS 9M REPORT 2025 Interim condensed consolidated financial statements for the 9 months and the third quarter 2025
Page 2
EAM 2 HIGHLIGHTS 9M 2025 • Nine months EBITDA came in at a profit of EUR 47k. EBITDA from ordinary operations was EUR 319k. • Cost of operations and SG&A has been reduced by 25% from 2024. • In October 2025, EAM and Intesa entered into a preliminary agreement until 11 February 2026 of a pause in legal proceedings and possible enforcement of the Brescia judgement from January, pending the possible finalization of a settlement agreement between the parties. • The Company issued 12,671,240 new shares in November with a subscription price of NOK 1 per share. Following the issue, the Company’s has 20 320 980 shares outstanding with a nominal value of NOK 1.0 per share. Key figures
Page 3
EAM 3 INTERIM REPORT EAM Solar AS (“EAM”, “EAM AS”, or “the Company”) is a company listed on the Oslo Stock Exchange under the ticker “EAM”. The Company’s primary business is to own solar power plants and sell electricity under long-term fixed price sales contracts, and to pur sue legal proceedings to restore company values. The Company owns four power plants in Italy, in the Puglia and Basilicata regions. The interim report should be read in combination with the 2024 Annual report, the 2025 first quarter report, the 2025 H1 report, the listing prospectus for the Company’s re -listing onto Euronext Growth, and stock exchange notices up to the reporting date. This financial report includes all relevant information up to the reporting date. October 2025 equity issue & new share capital At the extraordinary general meeting of the Company held on 1 October, the shareholders approved an equity issue through the issuance of between 7 649 740 and 20 000 000 new shares at a subscription price of NOK 1.0 per share. The subscription period began on 6 October and concluded on 27 October 2025 at 16:30 CET. The Company received subscriptions for 12,671,240 new shares. The share capital increase relating to this issue was registered with the Norwegian Register of Business Enterprises on 7 November 2025. Following registration, the Company’s share capital is NOK 20 320 980 divided on 20 320 980 shares, each with a nominal value of NOK 1.0 per share. Temporary Non-Enforcement Agreed with Intensa Sanpaolo On 8 January 2025, the Company received a judgement against it stating that it should pay Intesa Sanpaolo an amount of EUR 4,393,821.03 plus interest and expenses. Since January 2025, the Company and Intesa have been engaged in discussions aimed at finding an alternative solution to their ongoing dispute (see section below ‘Civil Court Italy: UBI (now Intesa Sanpaolo)’. On 22 October 2025, the Company received confirmation from Intesa that they would not enforce the judgement against EAM until the earliest of either a signed agreement or the conclusion of the hearing regarding stay of execution. Such hearing, originally scheduled for 5 November, was subsequently postponed by the mutual agreement of both parties until 11 February 2026. Acquisition of Energeia Italy Srl During Q3 2025, EAM completed the final formalities to conclude the acquisition of the company Energeia Italy Srl from Energeia AS for a nominal price of EUR 1. Energeia Italy Srl has long employed the Italian staff which work exclusively for EAM Solar AS. By acquiring this company and merging it into the EAM Group, the group will save on costs associated with these services going forward. Litigation activity review The fallout from the P31 Acquisition transformed EAM from an operational Solar PV investment company to a company where a significant part of the activity and any future value are dependent on the outcomes of various litigation processes. The following contains developments which occurred during Q3 2025. A detailed history of the various legal proceedings, both ongoing and historical, can be found starting on page 7 of the Company’s 2024 Annual Report. Criminal proceedings in Milan On 4 July 2024 the Milan Criminal Court of Appeal announced its judgement. The first instance decision of 2019, with associated civil liability, were upheld in relation to the Indictment of fraud against the state of Italy for solar power plants that illeg ally had received state subsi dies under Conto Energia II and IV. However, Marco Giorgi and Igor Akhmerov were acquitted of the allegations contained in Indictment Point F) related to fraud against EAM. Based on the advice of EAM’s criminal attorneys in Italy, EAM submitted an appeal of the Appeal Court decision to the Court of Cassation on 11 October 2024. The appeal was based on the information described in the 2024 Q2 report. On 16 June 2025 the Supreme Court of Cassation issued its decision. The majority of the 2024 appeal decision was upheld. The appeal court’s assessment
Page 4
EAM 4 of the crimes against the State of Italy was confirmed while the allegation of fraud against EAM Solar AS, in the form of indictment point F), was not confirmed. The convictions on point F) from 2019 are now conclusively revoked. The Court of Cassation was asked to reconsider the decision of the appeal court from 2024 and found the following: a). Indictment point F) as written by the prosecution was vague and not specific. b). The withholding of information related to criminal inspections from EAM is not sufficient to prove the alleged crime, as the indictment was written. c). The appeal court is free to evaluate and consider what evidence it deems appropriate. It is not bound by the guidance of the first Supreme Court decision which barred consideration of the first arbitration judgement. Therefore, on this basis, the Supreme Court did not find that the appeal court decision in relation to indictment point F) should be overturned. In relation to the other counts against the State of Italy, Igor Akhmerov has been found liable for the crime contained in charge B. Mr. Akhmerov, Marco Giorgi, Aveleos SA and Avelar Management have been held liable for the crime contained in charge D. Civil Court Italy: UBI (now Intesa Sanpaolo) In November 2018 EAM Solar ASA was served with a notice that UBI Leasing had requested the Court of Brescia for an injunction of EUR 6 million on EAM assets. The court granted a preliminary non -enforceable injunction. EAM challenged the injunction. The final hearing in this matter was heard on 3 December 2024. EAM was informed on 8 January 2025 that a judgement had been entered in this case. The Judge found in favour of UBI and has ordered EAM to pay an amount of EUR 4,393,821.03 plus interest and expenses. The judge found that even though UBI was the legal owner of the plants at the time the fraudulent applications for accessing the Feed-in tariffs were made, it was the SPVs, not UBI, who had the responsibility to confirm the plants’ completion. Further, the termination, by GSE, of the Feed -in Tariff contracts and the SPVs’ subsequent insolvencies were not deemed to be sufficient to relieve EAM of its duty to keep the SPVs financially alive and to prevent them from going into bankruptcy. EAM appealed this decision and requested a stay of enforcement pending the outcome of the appeal process. Hearings in these matters are now scheduled for 11 February 2026. Since January 2025, the Company and Intesa have been engaged in discussions aimed at finding an alternative solution to this dispute. While not final, the Parties believe they are close to a mutually agreeable solution. Because of this, on 22 October 2025, the Company received confirmation from Intesa that they would not enforce the judgement against EAM until the earliest of either a signed agreement or the conclusion of the hearing regarding stay of execution. Such hearing, originally scheduled for 5 November 2025, has subsequently been postponed by the mutual agreement of both parties until 11 February 2026. Second Akhmerov Case against EAM in Oslo EAM learned on 29 September 2025 that Igor Akhmerov had, once again, filed a petition for arrest over EAM assets based on the same, or similar, complaints as his previous unsuccessful petition in 2024. He asks coverage for costs from the Italian Criminal Proceedings before the Norwegian courts since he was not awarded such in Italy. Mr. Akhmerov brought his original complaint before the media one day prior to the 16 October 2024 extraordinary general meeting of the company which resolved to implement the proposed equity increase. Mr. Akhmerov subsequently dropped his petition once it became clear that the equity increase had been successful. Akhmerov was ordered to pay NOK 100,000 to EAM after dropping his original claim. Mr. Akhmerov brought this new petition mere days before the 1 October 2025 extraordinary general meeting of the shareholders, which considered whether to implement the proposed equity increase. It remains to be seen whether Akhmerov will pursue this claim now that the 2025 equity increase has been successful. Financial review The preliminary accounts for the first half have not been subject to an audit. Solar PV power plant production EAM ASA owns 4 solar power plants with a combined installed capacity of 4.0 MW. Normal annual power production is approxima tely 5.4 GWh. Nine months 2025 power production was 3 408 MWh, 2 1% below normal production. The main reason for lower production from two out of four power plants is due to reduced production capacity from lacking PV modules following thefts. Revenues Nine months revenues were EUR 983k, of which EUR 634k stems from FIT revenues and EUR 316k stems from PPA revenues. Cost of operations Nine months cost of operations was EUR 152k resulting in an EBITDA from operations of EUR 830k (84% margin).
Page 5
EAM 5 SG&A costs Nine months SG&A costs were EUR 512k, of which wages and social cost amounted to EUR 246k. Legal costs and Oslo stock exchange relisting costs Nine months legal costs were EUR 1 66k. The cost of the Oslo stock exchange relisting process that was concluded in July has costed EUR 198k year to date. EBITDA and EBIT Nine months EBITDA came in at a profit of EUR 47K. With depreciation of EUR 424k, earnings before interest and taxes came in at a loss of EUR 376k. Financial items Nine months net financial costs came in at EUR 157k. Taxes and profit/loss Preliminary nine months tax estimate is EUR 25k. The nine months net loss was EUR 559k. Balance sheet Total assets were EUR 11.8 million with Group book equity of EUR 1 million representing an equity ratio of 8,5%. Cash position Cash position at the end of September was EUR 125k. Current assets, payables and short-term debt Current assets were EUR 6.7 million while short term debt and payables was EUR 3.8 million. Long term assets and other long-term debt Long term assets being the 4 power plants was EUR 4. 4 million end, while the financial lease obligations for the power plants were EUR 2.5 million. Other long -term, debt is mainly provision for the EUR 4.4 million court decision of Brescia booked as a long-term debt. The reason for booking this as a long -term debt is that the anticipated appeal procedure may take up to two years to conclude. Shares and share capital The general assembly decided to conduct a reverse split of the shares in the ratio 20:1. The reverse split was conducted on the 30th of June. Following the reversed split the company has 7,649,740 shares outstanding with nominal NOK 2 .0 per share at the end of September. Subsequent events The financial report includes all material information up to the date of publication including events after the balance sheet date of 30 June 2025. Going concern The financial statements and annual report are prepared under the assumption of going concern. However, although the Group’s asset base and operating revenues cover ordinary operations, administration and service of operating assets debt obligations, the Group’s liquidity has been challenged by one -off administrative costs associated with the relisting onto Euronext Growth and the 20:1 reverse share split conducted in 2025. Further, extraordinary and ongoing legal costs have had a negative impact on the Group’s liquidity. The Group’s liquidity may be further challenged if the decision by the Court of Brescia granting Intesa Sanpaolo a preliminary award of EUR 4.4 million should be enforced. Although Intesa Sanpaolo has not served the court decision on EAM Solar AS at the da te of this report, such action may be taken by Intesa after February 2026. EAM has appealed the Brescia court decision, and pending the outcome of this appeal, requested the court to halt any enforcement of the Brescia decision. In the case Intesa Sanpaolo should be given the opportunity to enforce the claim of EUR 4.4 million, EAM may not be able to secure going concern. The potential claim does not at the time of this report activate the Boards obligation to act in accordance with clause 3-5 in the Private Limited Companies Act. There exists a material uncertainty regarding the Group’s ability to continue as a going concern. Oslo, 13 November 2025 Pål Hvammen Non-executive director Erik Alexander Non-executive director Viktor Erik Jakobsen Chair Erik Brandon Reisenfeld CEO
Page 6
EAM 6 CONSOLIDATED INTERIM FINANCIAL INFORMATION Consolidated statement of comprehensive income
Page 7
EAM 7 Consolidated statement of financial position Oslo, 13 November 2025 Pål Hvammen Non-executive director Erik Alexander Non-executive director Viktor Erik Jakobsen Chair Erik Brandon Reisenfeld CEO
Page 8
EAM 8 Consolidated statement of cash flow Consolidated statement of changes in equity
Page 9
EAM 9 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS Note 1: Basis for preparation General accounting principles EAM is a public limited liability company, incorporated and domiciled in Norway, with registered office at Karenslyst Allé 10, 02 78 Oslo, Norway. The Company was founded on 5 January 2011 and listed on the Oslo Stock Exchange under the ticker “EAM” in 2013. The primary business activity of EAM is to own solar photovoltaic power plants and sell electricity under long - term fixed price sales contracts, and to pursue legal proceedings to restore company values. EAM was structured to create a steady long -term dividend yield for its shareholders. Following the P31 Acquisition, a significant portion of EAM’s future value is dependent on the outcome of litigation activities. EAM currently owns 4 photovoltaic power plants and 4 subsidiaries in Italy. The Company has four employees, two in Norway and two in Italy. These interim condensed consolidated financial statements for the quarter have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures r equired in the annual financial statements. The quarterly report should therefore be read in conjunction with the Group’s Annual Report 20 24 that was published on 22 May 2025, quarterly financial reports and stock exchange notices in the reporting period. The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2024. Financial risk The external leasing contracts have floating interest rates. Credit risk Under normal circumstances the risk for losses is low, as the counterpart is the Italian state. The Group has not made any offsets or other derivative agreements to reduce the credit risk in EAM. Asset value risk EAM Group’s cash balance was EUR 125k on 30 September 2025. Market and regulatory risk One of the main risks of operations in Italy is related to regulatory risk. The contractual counterparty, the Government of Italy, has conducted unilateral and retroactive changes to the commercial electricity sales contracts to the detriment of the suppliers and they have also made changes to the operational regulatory regime governing power plants in Italy. Risk associated with external factors The Group is to a little extent affected by increased interest rates impact through the external leasing debt. Note 2: Significant accounting judgements In the process of applying the Group’s accounting policies according to IFRS, management has made several judgements and estimates. All estimates are assessed to the most probable outcome based on the management’s best knowledge. Changes in key assumptions may have significant effect and may cause material adjustments to the carrying amounts of assets and liabilities, equity, and the profit for the period. The Company’s most important accounting estimates are the following: Revenue and receivables The Group has receivables against various parties including the Italian state and companies involved in the legal proceedings in Italy. There is uncertainty regarding the willingness or ability for these parties to pay. To the extent the Company or its subsidiary is aware of any doubt in the likelihood of collecting such receivable a provision has been made. Significant judgement is required in estimating the soundness of such receivable. Going concern The financial statements and annual report are prepared under the assumption of going concern.
Page 10
EAM 10 However, although the Group’s asset base and operating revenues cover ordinary operations, administration and service of operating assets debt obligations, the Group’s liquidity has been challenged by one-off administrative costs associated with the relist ing onto Euronext Growth and the 20:1 reverse share split conducted in 2025. Further, extra - ordinary and ongoing legal costs have had a negative impact on the Group’s liquidity. The Group’s liquidity may be further challenged if the decision by the Court of Brescia granting Intesa Sanpaolo a preliminary award of EUR 4.4 million should be enforced. EAM has appealed the Brescia court decision, and pending the outcome of this appeal, requested the court to halt any enforcement of the Brescia decision. Both will be heard on 11 February 2026. Intesa Sanpaolo has not served the court decision on EAM Solar AS at the date of this report and have agreed not to do so until either a settlement is agreed or the hearing on 11 February takes place. However, in the event an agreement cannot be reached, and EAM does not prevail before the court of appeal, Intesa Sanpaolo might be given the opportunity to enforce the claim of EUR 4.4 million and EAM may not be able to secure going concern. The potential claim does not at the time of this report activate the Boards obligation to act in accordance with clause 3 -5 in the Private Limited Companies Act. There exists a material uncertainty regarding the Group’s ability to continue as a going concern. Note 3: Currency exposure Most of EAM ’s economic activities (revenues and costs) are in EUR. Some of the cost base is in NOK. The functional currency for the parent company is NOK. Note 4: List of subsidiaries The following subsidiaries are included in the interim consolidated financial statements. Note 5: Segments and cost information The Group owns and operates four solar PV power plants in Italy at the end of the reporting period. They are reported as one business segment. The power plants that have similar economic characteristics. Nine months 2025 revenues were EUR 983k, of which EUR 643k stems from FIT revenues and EUR 316k stems from PPA revenues. Note 6: Financial income and expenses Note 7: Cash and cash equivalents The Company had no unused credit facilities at the end of June 2025. The restricted cash in Italy is the debt service reserve account of ENS Solar One Srl. The EUR 25k of seized cash is taken from companies not included in the criminal proceedings.
Page 11
EAM 11 Note 8: Accounts receivables No interest has been recognised in the accounts in 2025 on the arbitration award. Note 9: Short- and long-term debt Payables to GSE On 29 March 2022, Law no. 25 (Sostegni ter Decree) entered into force. The Decree was initially intended to apply from February 2022 to the end of the year, but it was later extended to 30 June 2023. Following the Decree, the achieved market price of elect ricity was limited to EUR 56 per MWh for the Company’s power plants in the South of Italy for this period. Relevant provisions are made but not yet paid as the Company is awaiting final decision in the Italian judicial system on the lawfulness of the Decree. Equity contribution agreement and patronage letter In conjunction with the “P31 acquisition”, EAM Solar Italy Holding Srl entered into a so -called patronage letter and an equity contribution agreement with UBI Leasing and UniCredit respectively. These agreements may under certain circumstances require EAM Solar Italy Holding Srl to inject additional equity into the debt financed SPVs to cover any shortfall or breach of the debt repayment obligations of the SPVs. The FIT contracts of the SPVs have been terminated by GSE due to a fraud against the State of Italy. In November 2018 EAM was served with a notice that UBI Leasing had requested the Court of Brescia for an injunction of EUR 6 million on EAM assets. The court of Brescia granted a preliminary non -enforceable injunction. EAM challenged the injunction. Court hearings in this matter have been ongoing since 2019 until this day. The final hearing in this matter was heard on 3 December 2024. EAM was informed on 8 January 2025 that a judgement had been entered in this case. The Judge found in favour of UBI and has ordered EAM to pay an amount of EUR 4,393,821.03 plus interest and expenses. The judge found that even though UBI was the legal owner of the plants at the time the fraudulent applications for accessing the Feed -in tariffs were made, it was the SPVs, not UBI, who had the responsibility to confirm the plants’ completion. Further, the termination, by GSE, of the Feed -in Tariff contracts and the SPVs’ subsequent insolvencies were not deemed to be sufficient to relieve EAM of its duty to keep the SPVs financially alive and to prevent them from going into bankruptcy. EAM has appealed this decision. A provision is made in the accounts on this matter and booked as other non-current liabilities.
Page 12
EAM 12 EAM Solar AS 9m 2025 REPORT EAM Karenslyst Allé 10 NO-0278 Oslo NORWAY www.eamsolar.no