EAM Solar

Prospectus • Aug 8, 2017

EAM Solar ASA : Approved prospectus 8 August 2017

EAM Solar ASA : Approved prospectus 8 August 2017

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SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING

ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND

THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR

ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE

EAM SOLAR ASA - APPROVAL OF PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE, LISTING

OF SUBSCRIPTION RIGHTS AND LISTING OF SHARES

Reference is made to the announcement from EAM Solar ASA (the "Company") on 26

June 2017 regarding the fully underwritten rights issue directed towards

shareholders of the Company (the "Rights Offering"), and the approval of the

Company's general meeting on 8 August 2017 of the Rights Offering of 1,250,000

new shares in the Company (the "New Shares") and the issuance of 532,210 new

shares in the Company to EAM Solar Park Management AS (the "Consideration

Shares").

The Financial Supervisory Authority of Norway has on 8 August 2017 approved a

prospectus for the offering and listing of the 1,250,000 New Shares at a

subscription price of NOK 24 per new share with tradable subscription rights,

and the listing of the 532,210 Consideration Shares.

The prospectus will be made publicly available at the offices of the Company

(Dronningen 1, 0287 Oslo, Norway). The prospectus will also be made available on

the Company's website www.eamsolar.no and on www.carnegie.no.

The Company's shareholders as registered in the VPS on 10 August 2017, who are

not resident in a jurisdiction where such offering would be unlawful, or (in

jurisdictions other than Norway) would require any prospectus filing,

registration or similar action, will receive 0.22312 subscription rights for

each share that they own in the Company on the above-mentioned date. The

issuance of the Consideration Shares will be registered with the Norwegian

Register of Business Enterprises on 9 August 2017 and the Consideration Shares

will consequently be entitled to subscription rights in the Rights Issue. The

ratio of subscription rights to existing shares has been calculated on this

basis.

The number of subscription rights issued to each shareholder has been rounded

down to the nearest whole subscription right. The holders of subscription rights

will be entitled to subscribe for and be allocated one (1) New Share for every

(1) subscription right held. Oversubscription and subscription without

subscription rights is permitted. The subscription rights will be fully tradable

and listed on Oslo Axess with ticker code "EAM T" in the period from 11 August

2017 to 24 August 2017.

The subscription period in the Rights Offering commences 11 August 2017 and

expires 28 August 2017 at 16:30 CET. The New Shares to be issued in the Rights

Offering are expected to be delivered to investors and be tradable on Oslo Axess

on or about 4 September 2017.

Subscription rights that have not been sold prior to the expiry of the trading

period for the subscription rights or that have not been used to subscribe for

New Shares prior to the expiry of the subscription period will lapse and no

longer have any value for the holders.

Shareholders who do not exercise their subscription rights will have their

ownership percentage diluted by approximately 20%.

New Shares may not be subscribed by investors who are resident in a jurisdiction

where such offering would be unlawful, or for jurisdictions other than Norway

which would require any filing, registration or similar action. Regarding

further restrictions in respect of who may be allocated or permitted to acquire

or exercise subscription rights / subscribe for New Shares, reference is made to

Section 15 "Selling and transfer restrictions" in the prospectus.

The main shareholders of the Company have fully underwritten the Rights Offering

at a guarantee commission of 2% of the underwritten amount (the "Underwriting

Agreement"). The underwriters' obligation was conditional upon the resolution of

the Company's extraordinary general meeting on 8 August 2017 to carry out the

Rights Offering and the prospectus being approved by the Financial Supervisory

Authority of Norway. These conditions have been met.

The Company has appointed Carnegie AS as Manager for the Rights Offering.

Advokatfirmaet Wiersholm AS is the Company's legal counsel.

For further queries, please contact:

Viktor E. Jakobsen, CEO, phone +47 9161 1009, viktor@eam.no.

About EAM Solar: EAM Solar is a utility company that acquires and operates solar

power  plants. The Company currently owns solar PV power plants in Italy. The

plants are operating under long-term sales contracts.

This  information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

IMORTANT INFORMATION:

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for securities of EAM Solar ASA. This announcement is not

a prospectus for the purposes of Directive 2003/71/EC (as amended, together with

any applicable implementing measures in any Member State, the "Prospectus

Directive"). Copies of this announcement may not be sent to jurisdictions, or

distributed in or sent from jurisdictions, in which this is barred or prohibited

by law. The information contained herein shall not constitute an offer to sell

or the solicitation of an offer to buy, in any jurisdiction in which such offer

or solicitation would be unlawful prior to registration, exemption from

registration or qualification under the securities laws of any jurisdiction. A

decision to invest in securities of EAM Solar ASA referred to in this

announcement should be based exclusively on the prospectus published by EAM

Solar ASA for such purpose.

This announcement and the information contained herein is not for publication or

distribution into the United States of America and should not be distributed or

otherwise transmitted into the United States or publications with a general

circulation in the United States. This announcement does not constitute an offer

or invitation to subscribe for or to purchase any securities in the United

States of America. The new shares referred to herein have not been and will not

be registered under the Securities Act or the laws of any state and may not be

offered or sold in the United States of America absent registration or an

exemption from registration under the U.S. Securities Act of 1933, as amended

(the "Securities Act"). There will be no public offering of the new shares in

the United States of America.

The information contained herein does not constitute an offer of securities to

the public in the United Kingdom. No prospectus offering securities to the

public will be published in the United Kingdom. This announcement is only being

distributed to and is only directed at (i) persons who are outside the United

Kingdom or (ii) to investment professionals falling within article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as

amended, the "Order") or (iii) high net worth entities, and other persons to

whom it 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").

The new shares are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such Shares will be engaged in only

with, relevant persons. Any person who is not a relevant person should not act

or rely on this announcement or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to

this communication in any EEA Member State that has implemented Prospectus

Directive is only addressed to qualified investors in that Member State within

the meaning of the Prospectus Directive.

This publication may contain specific forward-looking statements, e.g.

statements including terms like "believe," "assume," "expect," "forecast,"

"project," "may," "could," "might," "will" or similar expressions. Such forward-

looking statements are subject to known and unknown risks, uncertainties and

other factors which may result in a substantial divergence between the actual

results, financial situation, development or performance of EAM Solar ASA and

those explicitly or implicitly presumed in these statements. Against the

background of these uncertainties, readers should not rely on forward- looking

statements. EAM Solar ASA assumes no responsibility to up-date forward-looking

statements or to adapt them to future events or developments.