Scatec ASA

Capital/Financing Update • Nov 6, 2017

Scatec Solar ASA announces successful solicitation of consents

Scatec Solar ASA announces successful solicitation of consents

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, November 6, 2017: Scatec Solar ASA (the "Issuer") today announces the

successful completion of its consent solicitation (the "Consent Solicitation")

from the holders (the "Bondholders") of its outstanding NOK 500,000,000 FRN

Senior Unsecured Bond Issue 2015/2018 (ISIN NO0010752298) (the "Bonds"),

regarding certain amendments (the "Proposal") to the bond agreement governing

the Bonds (the "Bond Agreement") that would permit an early redemption of the

Bonds.

Unless otherwise defined herein, terms used in the consent solicitation

memorandum dated 23 October 2017 (the "Consent Solicitation Memorandum") shall

have the same meaning in this announcement.

In connection with the Consent Solicitation, a bondholders' meeting (the

"Bondholders' Meeting") was held at 09:00 (CET) on 6 November 2017 in respect of

the Bonds. In the Bondholders' Meeting the Proposal was duly passed.

The Issuer intends to notify Bondholders of the Early Redemption Settlement Date

via Stamdata AS (www.stamdata.no) and via a separate stock exchange release

today. If the redemption of the Bonds occurs, the Redemption price of 104.25 per

cent. of par value (plus accrued interest) shall be paid to the Bondholders on

or about the Early Redemption Settlement Date.

Furthermore, and also conditional on the settlement of the issuance of New

Bonds, the Early Consent Fee of 0.50 per cent. of the principal amount of the

Bonds for which valid Voting Instructions in favour of the Proposal were

delivered before the Early Consent Fee Deadline at 12:00 (CET) on 30 October

2017 will be paid to the Bondholders entitled to receive it on their Income

Account on or about the Early Redemption Settlement Date. Payment of any Early

Consent Fee is not made via the VPS system and Bondholders should therefore

consult their own professional advisors regarding the possible tax consequences

under the laws of jurisdiction that apply to them.

To receive a copy of the Consent Solicitation Memorandum or for questions

relating to the Consent Solicitation, please contact the Solicitation Agents.

Solicitation Agents:

Nordea Bank AB (publ), Filial i Norge

Tlf.: +45 6161 2996

Email: nordealiabilitymanagement@nordea.com

Swedbank Norge, Norwegian Branch of Swedbank AB (publ)

Tlf.: +46 8 700 90 22

Email: casper.bangstad@swedbank.se

Consent Solicitation Paying Agent:

Nordea Bank AB (publ)

Email: issuersecustodian@nordea.com

About Scatec Solar

Scatec Solar is an integrated independent solar power producer, delivering

affordable, rapidly deployable and sustainable source of clean energy worldwide.

A long term player, Scatec Solar develops, builds, owns, operates and maintains

solar power plants, and already has an installation track record of close to

600 MW.

Currently, the company is producing electricity from 322 MW of solar power

plants in the Czech Republic, South Africa, Rwanda, Honduras and Jordan and

another 394 MW are under construction.

With an established global presence, the company is growing briskly with a

project backlog and pipeline of more than 1.5 GW under development in the

Americas, Africa, Asia and the Middle East. Scatec Solar is headquartered in

Oslo, Norway.

Important Notice

The contents of this announcement have been prepared by, and are the sole

responsibility of, the Issuer. The Issuer's financial advisors are acting

exclusively for the Issuer and no one else, and will not be responsible to

anyone other than the Issuer for providing the protections afforded to their

respective clients, or for advice in relation to the Proposal or the New Bond

Issue (collectively the "Transaction"), the contents of this announcement or any

of the matters referred to herein. The Transaction and the distribution of this

announcement and other information in connection with the Transaction may be

restricted by law in certain jurisdictions. The Issuer assumes no responsibility

in the event there is a violation by any person of such restrictions. 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 announcement may not be used for, or in connection with, and does not

constitute, any offer of securities for sale in the United States or in any

other jurisdiction.

The Transaction has not been, and will not be, made in any jurisdiction or in

any circumstances in which such offer or solicitation would be unlawful. This

announcement is not for distribution, directly or indirectly in or into any

jurisdiction in which it is unlawful to make any such offer or solicitation to

such person or where prior registration or approval is required for that

purpose. No steps have been taken or will be taken relating to the Transaction

in any jurisdiction in which such steps would be required. Neither the

publication and/or delivery of this announcement shall under any circumstances

imply that there has been no change in the affairs of the Issuer or that the

information contained herein is correct as of any date subsequent to the earlier

of the date hereof and any earlier specified date with respect to such

information.

This announcement is not for publication or distribution, directly or

indirectly, in the United States (including its territories and possessions, any

state of the United States and the District of Columbia). This announcement does

not constitute or form part of any offer or solicitation to purchase or

subscribe for securities in the United States. Securities may not be offered or

sold in the United States absent registration or an exemption from registration.

Any bonds in relation to the Transaction have not been and will not be

registered under the United States Securities Act of 1933, as amended (the "US

Securities Act") or with any securities regulatory authority of any state or

other jurisdiction of the United States, and may not be offered or sold in the

United States or to, or for the account of, U.S. persons (as such term is

defined in Regulation S under the US Securities Act), except pursuant to an

effective registration statement under, or an exemption from the registration

requirements of, the US Securities Act. All offers and sales outside the United

States will be made in reliance on Regulation S under the US Securities Act.

There will be no public offer of securities in the United States. This

announcement does not constitute an offering circular or prospectus in

connection with an offering of securities of the Issuer. Investors must neither

accept any offer for, nor acquire, any securities to which this document refers,

unless they do so on the basis of the information contained in the investor

material made available by the Issuer only to qualified persons in certain

jurisdictions where an offer may be made (if an offer is made). This

announcement does not constitute an offer to sell or the solicitation of an

offer to buy or subscribe for, any securities and cannot be relied on for any

investment contract or decision.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.