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Scatec ASA

Pre-Annual General Meeting Information May 27, 2020

3737_rns_2020-05-27_40f45158-c2ea-4ea2-8447-3d8734af1d1c.pdf

Pre-Annual General Meeting Information

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PROPOSED RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING OF SCATEC SOLAR ASA

Item 3 Election of chairman of the meeting and a person to co-sign the minutes

The Board of Directors proposes that Chairman of the Board John Andersen is elected as chairman of the meeting, and that Snorre Valdimarsson, Executive Vice President & General Counsel in the Company is elected to co-sign the minutes.

Item 4 Approval of notice and agenda

The Board of Directors proposes that the notice and the agenda are approved.

Item 5 Amendments to the Company's Articles of Association

Today, the Company develops, builds, owns, and operate solar power plants. The core competencies of the Company are applicable across different technologies. However, under § 3 of the Articles of Association, the Company's business is limited to solar energy.

In accordance with the overall development within the renewable energy sector and as communicated at the most recent Capital Market Update, it is conceivable that the Company will engage in other renewable energy technologies than solar energy. Therefore, the Board of Directors proposes an amendment to the Company's Articles of Association to cater for this.

The Board of Directors proposes that the Extraordinary General Meeting makes the following resolution:

"The Company's Articles of Association § 3 is amended as follows:

§ 3 § 3
Selskapets formål er etablering og drift av
virksomhet innen fornybar energi, herunder
investering i selskaper med slik virksomhet.
The company's business is establishment
and operation of business within renewable
energy, hereunder investment in companies
operating such business.

Item 6 Authorisation to the Board of Directors to increase the share capital of the Company for strengthening of the Company's equity and issue of consideration shares in connection with acquisitions of businesses within the Company's purpose

After the completion of the recent private placement, the authorisation to issue new shares as granted to the Board of Directors in the Annual General Meeting on 28 April 2020 is almost utilised in full.

The Board of Directors proposes that the Extraordinary General Meeting grants the Board of Directors with a new authorisation, that replaces the existing authorisation, to increase the share capital of the Company in accordance with the terms set out below.

Org. nr. NO 990 918 546 Phone +47 480 85 500 www.scatecsolar.com

The purpose of the authorisation is to give the Board of Directors the necessary flexibility and possibility to act promptly. The authorisation is limited to be used for strengthening of the Company's equity and issue of consideration shares in connection with acquisitions of businesses within the Company's purpose.

The Board of Directors' proposal implies an authorisation to issue a number of new shares that result in an increase of the current share capital of up to approximately 10% (ten percent). The purpose of the authorisation implies that the preferential rights for existing shareholders to subscribe for new shares can be set aside if the authorisation are used.

The Board of Directors proposes that the Extraordinary General Meeting makes the following resolution:

"The Company's Board of Directors is authorised to increase the share capital on the following conditions:

(a) The share capital may, in one or more rounds, be increased by a total of up to NOK 344,207 (corresponding to approx. 10 % of the registered share capital).

(b) The authorisation shall be valid until the ordinary general meeting in 2021, but not later than 30 June 2021.

(c) The authorisation may be used for necessary strengthening of the Company's equity and issuing of shares as consideration shares in acquisition of businesses within the Company's purpose.

(d) The shareholders pre-emption for subscription of shares, pursuant to the Norwegian Public Limited Liability Companies Act section 10-4, may be set aside.

(e) The authorisation includes increase of the share capital against contribution in kind and the right to incur the Company special obligations pursuant to the Norwegian Public Limited Liability Companies Act section 10-2.

(f) The authorisation does not include decision on merger."

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