Scatec ASA

Share Issue/Capital Change • Oct 20, 2020

Scatec Solar ASA - Contemplated private placement

Scatec Solar ASA - Contemplated private placement

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, HONG

KONG, SOUTH AFRICA, NEW ZEALAND, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN

WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 20 October 2020: Scatec Solar ASA ("SSO" or the "Company", ticker code

"SSO") has retained BNP Paribas, DNB Markets, J.P. Morgan AG, Nordea Bank Abp,

filial i Norge, SpareBank 1 Markets AS and Swedbank AB (publ) (in cooperation

with Kepler Cheuvreux S.A.) as joint bookrunners (the "Joint Bookrunners") to

advise on and effect a private placement of new shares directed towards

Norwegian and international investors after the close of Oslo Stock Exchange

today 20 October 2020 (the "Private Placement").

In the Private Placement, the Company is offering up to 20,652,478 new shares

representing approximately 15% of the Company's outstanding share capital (the

"Offer Shares"). The Offer Shares consist of up to 13,768,280 new shares to be

issued by the board of directors (the "Board") pursuant to an authorisation

given to it by the general meeting of the Company on 25 June 2020 (the "New

Shares") and up to 6,884,198  shares contemplated issued at a general meeting of

the Company, but lent by Scatec AS to facilitate settlement of the Private

Placement.

The net proceeds from the Private Placement will be used (i) to refinance USD

300 million of the acquisition facilities totalling USD 700 million provided by

BNP Paribas, DNB Bank ASA, Nordea Bank Abp, filial i Norge and Swedbank AB

(publ) for the acquisition of SN Power and (ii) the remaining amount for growth

capital and general corporate purposes.

Raymond Carlsen, CEO of the Company, has undertaken to subscribe for shares in

the Private Placement for an amount of NOK 20 million, through his company

Argentos AS.

The Private Placement will be directed towards existing shareholders as well as

other Norwegian and international investors, in each case subject to an

exemption from offer prospectus requirements and any other filing or

registration requirements in the applicable jurisdictions and subject to other

selling restrictions. The subscription price in the Private Placement will be

determined by the Board through an accelerated book building process. The

minimum subscription and allocation in the Private Placement have been set to

the number of new shares that equals an aggregate subscription price of at least

the NOK equivalent of EUR 100,000. The Company may however, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant the Norwegian Securities

Trading Act and ancillary regulations, or similar legislation in other

jurisdictions, are available.

The application period for the Private Placement commences today, 20 October

2020, at 16:30 (CET) and closes on 21 October 2020 at 08:00 (CET). The Company,

together with the Joint Bookrunners, reserve the right to close or extend the

application period at any time at their sole discretion, or to cancel the

Private Placement in its entirety.

The Completion of the Private Placement by delivery of Offer Shares to

applicants is subject to (i) the Board resolving to complete the Private

Placement including the issuance of up to 13,768,280 New Shares pertaining to

the Private Placement pursuant to an authorisation granted by the annual general

meeting of the Company held on 25 June 2020, (ii) the placement agreement among

the Company and the Joint Bookrunners entered into in connection with the

Private Placement not being terminated by the Joint Bookrunners in accordance

with the terms thereof and (iii) the share capital increase pertaining to the

issuance of the New Shares being registered with the Norwegian Register of

Business Enterprises and the New Shares being issued in VPS pursuant to a pre-

funding arrangement in the placement agreement.

The Company will announce the number of shares to be issued and allocated in the

Private Placement through a stock exchange notice expected to be published

before opening of the trading on Oslo Stock Exchange 21 October 2020.

The Offer Shares will be settled through a delivery versus payment transaction

on a regular T+2 basis (i) partly with existing and unencumbered shares in the

Company that are already listed on the Oslo Stock Exchange pursuant to a share

lending arrangement between the Company, the Joint Bookrunners and Scatec AS as

share lender and (ii) partly by issuance of the New Shares pursuant to a pre-

funding arrangement entered into between the Company and certain of the Joint

Bookrunners. The Offer Shares delivered to the investors will be tradable from

registration of the capital increase for the New Shares with the Norwegian

Register of Business Enterprises, expected on or about 21 October 2020.

Following the Private Placement, the Company will convene an extraordinary

general meeting (the "EGM") to resolve to issue a number of shares equal to the

number of the borrowed shares for the purpose of settling the share lending (the

"EGM Issue"). The shares to be issued through the EGM Issue will be listed and

tradable on the Oslo Stock Exchange upon the registration of the share capital

increase pertaining to the EGM Issue with the Norwegian Register of Business

Enterprises and the VPS, and following the publication of a prospectus which

will be prepared by the Company and approved by the Financial Supervisory

Authority of Norway prior to publication, which is expected to take place during

12 November 2020. The settlement of the Private Placement will not be

conditional upon or otherwise affected by the outcome of the EGM. If the EGM

does not approve the EGM Issue, the redelivery of the borrowed shares will

instead be settled in cash by way of transfer of the gross proceeds from the

sale of the borrowed shares in the Private Placement to Scatec AS.

In connection with the Private Placement, the Company has entered into lock-up

undertakings for a period of 60 days from the completion of the Private

Placement, subject to certain exemptions.

The Company will, subject to completion of the Private Placement, consider to

conduct a subsequent share offering towards shareholders in the Company on 20

October 2020, as registered in VPS on 22 October 2020 who may lawfully

participate and who were not allocated shares in the Private Placement.

The Board will observe its obligations under section 5-14 of the Norwegian

Securities Trading Act and section 2.1 of the Continuing Obligations for Stock

Exchange Listed Companies and considers the Private Placement to be in the best

interests of the Company and its shareholders.

For further information, please contact:

Mikkel Tørud, CFO

Tel: +47 976 99 144, mikkel.torud@scatecsolar.com

(mailto:mikkel.torud@scatecsolar.com)

Ingrid Aarsnes, VP Communication & IR

Tel: +47 950 38 364, ingrid.aarsnes@scatecsolar.com

(mailto:ingrid.aarsnes@scatecsolar.com)

About Scatec Solar ASA

Scatec Solar is an integrated independent renewable power producer, delivering

affordable, rapidly deployable and sustainable clean energy worldwide. A long-

term player, Scatec Solar develops, builds, owns, operates and maintains power

plants and has an installation track record of more than 1.6 GW. The company has

a total of 1.9 GW in operation and under construction on four continents.

With an established global presence and a significant project pipeline, the

company is targeting a capacity of 4.5 GW in operation and under construction by

end of 2021. Scatec Solar is headquartered in Oslo, Norway and listed on the

Oslo Stock Exchange under the ticker "SSO". To learn more, visit

www.scatecsolar.com (http://www.scatecsolar.com/).

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company.

Copies of this announcement are not being made and may not be distributed or

sent into any jurisdiction in which such distribution would be unlawful or would

require registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering in the United

States or to conduct a public offering of securities in the United States. Any

sale in the United States of the securities mentioned in this announcement will

be made solely to "qualified institutional buyers" as defined in Rule 144A under

the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended (together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies and other important

factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in public sector

investment levels, changes in the general economic, political and market

conditions in the markets in which the Company operates, the Company's ability

to attract, retain and motivate qualified personnel, changes in the Company's

ability to engage in commercially acceptable acquisitions and strategic

investments, and changes in laws and regulation and the potential impact of

legal proceedings and actions. Such risks, uncertainties, contingencies and

other important factors could cause actual events to differ materially from the

expectations expressed or implied in this release by such forward-looking

statements. The Company does not guarantee that the assumptions underlying the

forward-looking statements in this presentation are free from errors nor does it

accept any responsibility for the future accuracy of the opinions expressed in

this presentation or any obligation to update or revise the statements in this

presentation to reflect subsequent events. You should not place undue reliance

on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date and are subject to change without notice.

The Company does not undertake any obligation to review, update, confirm, or to

release publicly any revisions to any forward-looking statements to reflect

events that occur or circumstances that arise in relation to the content of this

announcement.

Neither the Joint Bookrunners nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company. Neither the Joint

Bookrunners nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act