Scatec ASA

Prospectus • Oct 2, 2014

Stabilisation and over-allotment option notice

Stabilisation and over-allotment option notice

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,

AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL

Reference is made to stock exchange notice of 1

October 2014, in which Scatec Solar ASA ("Scatec

Solar" or the "Company", OSE ticker: SSO) announced

the completion of the bookbuilding period for its

initial public offering on the Oslo Stock Exchange

(the "Offering").

Carnegie AS (the "Stabilisation Manager"), on behalf

of the Joint Bookrunners, may engage in stabilisation

activities in the shares of Scatec Solar from the

opening of trading on the Oslo Stock Exchange on 2

October 2014 until the close of trading on 31 October

2014 (the "Stabilisation Period"). The stabilisation

transactions are aimed to support the market price of

the shares of Scatec Solar.

In connection with the Offering, the Joint

Bookrunners have over-allotted to the applicants in

the Offering 5,447,368 shares in the Company, which

equals approximately 15% of the number of shares sold

in the Offering before over-allotments. In order to

permit the delivery in respect of over allotments

made, the Stabilisation Manager has, on behalf of the

Joint Bookrunners, borrowed a number of shares in the

Company equal to the number of over-allotted shares

from Scatec Invest AS, Scatec Solar Ansatte AS and

ITOCHU Corporation.

Furthermore, the abovementioned shareholders have

granted the Stabilisation Manager an over-allotment

option (the "Over-Allotment Option") pursuant to

which the Stabilisation Manager may purchase up to

5,447,368 existing shares in Scatec Solar at a price

per share of NOK 19.00, which is equal to the offer

price in the Offering (the "Offer Price"). The Over-

Allotment Option may be exercised at any time, and

from time to time, within the Stabilisation Period.

The Stabilisation Manager may close out the short

position created by over-allotting shares by buying

shares in the open market through stabilisation

activities and/or by exercising the Over-Allotment

Option.

The Stabilisation Manager (or persons acting on

behalf of the Stabilisation Manager) may effect

transactions that stabilise or maintain the price of

the shares of Scatec Solar at a level higher than

that which might otherwise prevail, by buying shares

in Scatec Solar in the open market at prices equal to

or lower than (but not above) the Offer Price.

However, there is no obligation on the Stabilisation

Manager (or any person acting on behalf of the

Stabilisation Manager) to do so. Moreover, there is

no assurance that the Stabilisation Manager (or

persons acting on behalf of the Stabilisation

Manager) will undertake stabilisation activities. If

stabilisation activities are undertaken they may be

stopped at any time, and must be brought to an end

upon or before expiry of the Stabilisation Period.

Within one week after the end of the Stabilisation

Period, the Stabilisation Manager and the Company

will jointly publish a statement through the

information system of the Oslo Stock Exchange under

the Company's ticker with information as to whether

or not any stabilisation activities have been

undertaken, including the date at which stabilisation

started, the date at which stabilisation last

occurred, and the price range within which

stabilisation was carried out for each of the dates

during which stabilisation transactions were carried

out.

Any stabilisation activities will be conducted in

accordance with section 3-12 of the Norwegian

Securities Trading Act and Commission Regulation (EC)

No. 2273/2003 implementing Directive 2003/6/EC of the

European Parliament and of the Council as regards

exemptions for buy-back programmes and stabilisation

of financial instruments.

For further details, please refer to the prospectus

dated 12 September 2014 and the supplementary

prospectus dated 28 September 2014 issued by Scatec

Solar in connection with the Offering and the listing

of the Company's shares on the Oslo Stock Exchange.

***

2 October 2014

Carnegie AS

Important notice:

These materials are not an offer for sale of

securities.

Copies of this announcement are not being made and

may not be distributed or sent into the United

States, Canada, Australia, Hong Kong, Japan or any

other jurisdiction in which such distribution would

be unlawful or would require registration or other

measures.

The securities have not been registered under the

U.S. Securities Act of 1933, as amended

(the "Securities Act"), and may not be offered or

sold in the United States absent registration or an

exemption from the registration requirements of the

Securities Act. The Company does not intend to

register any part of the offering in the United

States or to conduct a public offering of securities

in the United States.

Any offering of securities will be made by means of a

prospectus that may be obtained from the issuer or

the joint-lead managers and that will contain

detailed information about the Company and

management, as well as financial statements. This

document is an announcement and not a prospectus for

the purposes of Directive 2003/71/EC (together with

any applicable implementing measures in any Member

State, the "Prospectus Directive"). Investors should

not subscribe for any securities referred to in this

document except on the basis of information contained

in the prospectus.

In any EEA Member State other than Norway that has

implemented the Prospectus Directive, this

communication is only addressed to and is only

directed at qualified investors in that Member State

within the meaning of the Prospectus Directive, i.e.,

only to investors who can receive the offer without

an approved prospectus in such EEA Member State.

This communication 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 (the "Order") or (iii) above together

being referred to as "relevant persons"). The

securities are only available to, and any invitation,

offer or agreement to subscribe, purchase or

otherwise acquire such securities will be engaged in

only with, relevant persons. Any person who is not a

relevant person should not act or rely on this

document or any of its contents.

Matters discussed in this release may constitute

forward-looking statements. Forward-looking

statements are statements that are not historical

facts and may be identified by words such

as "believe," "expect," "anticipate," "intends," "esti

mate," "will," "may," "continue," "should" and

similar expressions. The forward-looking statements

in this release are based upon various assumptions,

many of which are based, in turn, upon further

assumptions. Although the Company believes that these

assumptions were reasonable when made, these

assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies

and other important factors which are difficult or

impossible to predict and are beyond its control.

Such risks, uncertainties, contingencies and other

important factors could cause actual events to differ

materially from the expectations expressed or implied

in this release by such forward-looking statements.

The information, opinions and forward-looking

statements contained in this release speak only as at

its date, and are subject to change without notice.