Scatec ASA — AGM Information 2019

Sep 24, 2019

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 John Andersen, is elected as chairman of the meeting, and that Snorre Valdimarsson, EVP & 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 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

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

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 10% (ten percent). The purpose of the authorisations implies that the preferential rights for existing shareholders to subscribe for new shares can be set aside if the authorisations areused.

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 312,821
• (b) (corresponding to 10% of the registered share capital).
• (c) The authorisation shall be valid until the ordinary General Meeting in 2020, but no later than 30 June 2020.
• (d) 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.
• (e) The shareholders pre-emption for subscription of shares, pursuant to the Norwegian Public Limited Liability Companies Act section 10-4, may be set aside.
• (f) 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.
• (g) The authorisation does not include decision on merger."