Scatec ASA

Prospectus • Sep 15, 2014

Scatec Solar ASA - Approved prospectus

Scatec Solar ASA - Approved prospectus

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

Oslo, 15 September 2014 - The Financial Supervisory Authority of Norway has

approved the prospectus dated 12 September 2014 that has been prepared in

connection with the initial public offering (the "Offering") and the expected

listing of the shares of Scatec Solar ASA ("Scatec Solar" or the "Company") on

the Oslo Stock Exchange.

The prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available at www.abgsc.com, www.carnegie.no and

www.scatecsolar.com (through a link to the website of the Managers), from the

start of the bookbuilding period and application period for the Offering, 15

September at 09:00 hours (CET). Hard copies of the prospectus may also be

obtained free of charge from the same date by contacting the Company or one of

the Managers.

Reference is made to the stock exchange announcement on 11 September 2014 with

further transaction details regarding the Offering.

ABG Sundal Collier Norge ASA and Carnegie AS are acting as Managers in the

Offering. Advokatfirmaet Selmer DA is legal advisor to the Company.

For more information, please contact:

Raymond Carlsen, Chief Executive Officer

Tel: +47 454 11 280

E-mail: raymond.carlsen@scatecsolar.com

Mikkel Tørud, Chief Financial Officer

Tel: +47 976 99 144

E-mail: mikkel.torud@scatecsolar.com

About Scatec Solar

Scatec Solar is an integrated independent power producer, aiming to make solar a

sustainable and affordable source of energy worldwide. Scatec Solar develops,

builds, owns and operates solar power plants, and will in 2014 deliver power

from 220 MW in the Czech Republic, South Africa and Rwanda. The company is in

strong growth and has a solid pipeline of projects under development in Africa,

US, Japan, Middle East and Europe. Scatec Solar is head quartered in Oslo,

Norway.

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 Offering, the contents of

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

distribution of this announcement and other information in connection with the

Offering 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 Offering 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 Offering in any jurisdiction outside of Norway

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 Offer Shares to be issued in the Offering 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 prospectus

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.

[HUG#1855811]