Scatec ASA

Share Issue/Capital Change • Mar 24, 2017

Scatec Solar ASA: Private placement successfully completed

Scatec Solar ASA: Private placement successfully completed

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.

24 March, 2017

Reference is made to the stock exchange announcement release from Scatec Solar

ASA ("SSO" or the "Company") published yesterday regarding the contemplated

private placement of new shares in the Company.

The Company has raised approximately NOK 380 million in gross proceeds through a

private placement consisting of 9,380,000 new shares (the "New Shares") at a

price of NOK 40.50 per share (the "Private Placement").

The Private Placement took place through an accelerated bookbuilding process

after close of markets yesterday. The Private Placement attracted strong

interest from both existing shareholders as well as new high quality

institutional investors, and was significantly oversubscribed.

The net proceeds from the Private Placement will be used to fund the equity

portion of investments in backlog and pipeline projects on top of the Company's

current self-funded growth capacity, further supporting the Company's growth.

The share issue has been carried out as a Private Placement in order to take

advantage of the current market conditions. The Company believes it is well

positioned for further profitable growth, which forms the background for

carrying out the Private Placement and strengthening its equity capital. The

board of directors of the Company has considered different transaction

alternatives and concluded that the Private Placement structure would best

attend to the common interest of the Company and its shareholders. Taking into

consideration inter alia limited discount, size of placement, utilisation of

market conditions, pre-announced and broadly marketed placement, transaction

risk, costs, as well as dilution effects, the board of directors has, after

thorough assessments found that there are sufficient and objective grounds for

setting aside existing shareholders pre-emptive rights to subscribe for shares.

The New Shares will be issued based on a board authorisation given by the Annual

General Meeting held 4 May 2016. The New Shares will be settled through a

delivery versus payment transaction on a regular t+2 basis by delivery of

existing and unencumbered shares in the Company that are already listed on the

Oslo Stock Exchange pursuant to a share lending agreement between the Company,

the Managers and Scatec AS.

ABG Sundal Collier ASA, Carnegie AS and Nordea Bank AB (publ), filial i Norge

acted as Joint Bookrunners in the private placement. Advokatfirmaet Selmer DA is

acting as legal advisor for Scatec Solar ASA in connection with the Private

Placement.

For further information, please contact:

Mr. Raymond Carlsen, CEO, tel: +47 454 11 280, raymond.carlsen@scatecsolar.com

Mr. Mikkel Tørud, CFO, tel: +47 976 99 144, mikkel.torud@scatecsolar.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 600 MW.

The company is producing electricity from 322 MW of solar power plants in the

Czech Republic, South Africa, Rwanda, Honduras and Jordan. With an established

global presence, the company is growing briskly with a project backlog and

pipeline of 1.8 GW under development in the Americas, Africa, Asia and the

Middle East. Scatec Solar is headquartered in Oslo, Norway and listed on the

Oslo Stock Exchange under the ticker symbol 'SSO'.

To learn more, visit www.scatecsolar.com.

Important Notice

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

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

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

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

respective clients, or for advice in relation to the Private Placement, the

contents of this announcement or any of the matters referred to herein. The

Private Placement and the distribution of this announcement and other

information in connection with the Private Placement may be restricted by law in

certain jurisdictions. The Company 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 Private Placement has not been 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 Private

Placement 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 Company 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.

The shares to be issued in the Private Placement 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 Company. 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 Company 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.