Scatec ASA — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

Scatec

AGENDA ITEMS AND PROPOSED RESOLUTIONS FOR THE ANNUAL GENERAL MEETING OF SCATEC ASA

Item 1 Opening of the meeting by the chairperson of the Board, and recording of the shareholders present

No voting.

Item 2 Election of a person to chair the meeting and a representative to co-sign the minutes

The Board of Directors proposes that the General Meeting makes the following resolution:

"Ylva B. Gjesdahl Petersen, lawyer at Advokatfirmaet Thommessen AS, is elected to chair the meeting. Siobhan Minnaar, General Counsel at the Company, is elected to co-sign the minutes."

Item 3 Approval of the notice and the agenda

The Board of Directors proposes that the General Meeting makes the following resolution:

"The notice and the agenda are approved."

Item 4 General business update

No voting.

Item 5 Approval of the annual accounts and the annual report for the financial year 2025

The Company's annual accounts and annual report for the financial year 2025 is available on the Company's website https://scatec.com/investor/events-presentations/.

The Board of Directors proposes that the General Meeting makes the following resolution:

"The General Meeting approves the annual accounts and annual report for the financial year 2025."

Item 6 Consideration of the Board's report on corporate governance

Pursuant to section 5-6 of the Norwegian Public Limited Liability Companies Act, the General Meeting shall consider the Company's report on corporate governance. The corporate governance report is included in the Company's annual report for 2025, which is available at the Company's website, https://scatec.com/investor/events-presentations/.

No voting is required.

Item 7 Consideration of the Board's report on remuneration to the Executive Management

In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors shall prepare a statement on the salary and other remuneration to the Executive Management, comprised by the guidelines for remuneration of the Executive Management as approved by the annual general meeting in 2025. Pursuant to the Norwegian Public Limited Liability Companies Act, the General Meeting shall arrange an advisory vote on the report.

The Board of Directors proposes that the General Meeting makes the following resolution:

"The General Meeting approves the report on salary and other remuneration to the executive management pursuant to the Public Limited Liability Companies Act section 6-16b."

Scatec ASA

Askekroken 11,

N-0277 Oslo

P.O. box 1049, N-0218 Oslo

Org.no. NO 990 918 546

Phone +47 480 85 500

www.scatec.com

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Scatec

Item 8 Election of Board members

The Nomination Committee proposes candidates for election and re-election of the members of the Board of Directors. The Nomination Committee's recommendation is available at the Company's website, https://scatec.com/investor/events-presentations/.

The Nomination Committee proposes that the General Meeting makes the following resolutions under item 8 on the agenda:

8.1 Mette Krogsrud is re-elected as a Board member for a two-year term until the Annual General Meeting 2028.
8.2 Espen Gundersen is re-elected as a Board member for a two-year term until the Annual General Meeting 2028.
8.3 Maria Tallaksen is re-elected as a Board member for a two-year term until the Annual General Meeting 2028.
8.4 Pål Kildemo is re-elected as a Board member for a two-year term until the Annual General Meeting 2028.
8.5 Kirstine Damkjær is elected as a Board member for a two-year term until the Annual General Meeting 2028.
8.6 Finn Bjørn Ruyter is elected as a Board member for a term until the Annual General Meeting 2028, with effect from such date as determined by the nomination committee, which shall be no later than 1 December 2026 (the "Effective Date").

Voting will take place separately for the proposed re-election of the Board members as well as the proposed election of the new Board members.

Based on the Nomination Committee's proposal, the Board of Directors of the Company will following the election consist of:

Jørgen Kildahl (Chair) ... until 2027
Mette Krogsrud ... until 2028
Espen Gundersen ... until 2028
Maria Tallaksen ... until 2028
Pål Kildemo ... until 2028
Kirstine Damkjær ... until 2028
Finn Bjørn Ruyter ... From the Effective Date and until 2028

Item 9 Approval of remuneration to the Board and the Committees

The remuneration for the members of the Board of Directors is proposed by the Nomination Committee. The Nomination Committee's recommendation is available on the Company's website, https://scatec.com/investor/events-presentations/.

The Nomination Committee recommends that the General Meeting makes the following resolution:

"The annual compensation from the annual general meeting in 2026 until the annual general meeting in 2027 shall be:

The Chair of the Board of Directors ... NOK 748,000 per year

Scatec ASA
Askekroken 11,
N-0277 Oslo
P.O. box 1049, N-0218 Oslo

Org.no. NO 990 918 546
Phone +47 480 85 500
www.scatec.com

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Scatec

Directors of the Board of Directors ... NOK 462,000 per year

Meeting allowance for Board members who reside outside of Norway is NOK 35 000 per meeting.

Requirements for investment in the Company for parts of the annual remuneration:

• The members of the Board must use 20% of the gross board remuneration (excl. remuneration for committee work) to purchase shares in the Company until they (including their personal close associates/companies under their control) own shares of a value corresponding to one year's gross board remuneration (excl. remuneration for committee work).
• The purchase of shares shall take place in accordance with applicable statutes and regulations for primary insider trading and the Company's primary insider manual. The purchase may be spread over time but must be completed prior to the 2027 Annual General Meeting and constitute at least 20% of the gross board remuneration.
• The shares must be retained for as long as the Board member holds the position. Holdings exceeding one year's board remuneration are not subject to this requirement.
• The Nomination Committee shall monitor compliance with the share purchase scheme, and this will be a part of the Nomination Committee's assessment of candidates for election for subsequent periods.

The annual compensation from the annual general meeting in 2026 until the annual general meeting in 2027 for committees shall be:

The Chair of the Audit and Sustainability Committee NOK 185,000 per year

Members of the Audit and Sustainability Committee NOK 110,000 per year

The Chair of the Organisation and Remuneration Committee NOK 96,000 per year

Members of the Organisation and Remuneration Committee NOK 70,500 per year"

Item 10 Election of member to the Nomination Committee

The Nomination Committee proposes candidates for election and potentially re-election of members of the Nomination Committee. The Nomination Committee's recommendation is available on the Company's website, https://scatec.com/investor/events-presentations/.

The Nomination Committee proposes that the General Meeting makes the following resolution:

10.1 Kristine Ryssdal is re-elected as Chair of the Nomination Committee for a two-year term until the Annual General Meeting 2028.

Based on the Nomination Committee's proposal, the Nomination Committee will following the election consist of:

Kristine Ryssdal (Chair) ... until 2028

Mads Holm ... until 2027

Christian Rom ... until 2027

Ole Jakob Hundstad ... until 2027

Scatec ASA

Askekroken 11,

N-0277 Oslo

P.O. box 1049, N-0218 Oslo

Org.no. NO 990 918 546

Phone +47 480 85 500

www.scatec.com

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Scatec

Item 11 Approval of remuneration to the members of the Nomination Committee

The Nomination Committee proposes the remuneration to the members of the Nomination Committee. The Nomination Committee's recommendation is available at the Company's website, https://scatec.com/investor/events-presentations/.

The Nomination Committee proposes that the General Meeting makes the following resolution:

"The annual compensation from the annual general meeting in 2026 until the annual general meeting in 2027 shall be:

The Chair of the Nomination Committee ... NOK 77,500 per year

Members of the Nomination Committee ... NOK 52,500 per year"

Item 12 Approval of remuneration to the Company's auditor

Accrued fees to the auditor for 2025 amount to NOK 5,465,942 of which NOK 5,465,942 is related to the statutory audit for the financial year of 2025.

The Board of Directors proposes that the General Meeting makes the following resolution:

"Remuneration to the auditor for statutory audit for the financial year of 2025 of NOK 5,465,942 is approved."

Item 13 Authorisation to the Board to purchase own shares to be used in connection with acquisitions, mergers, demergers or other transactions

The Board of Directors proposes that the General Meeting grants the Board of Directors an authorisation to acquire own shares with an aggregate nominal value of up to 10% (ten percent) of the Company's share capital.

The authorisation may be used for the purpose of using the Company's shares as consideration in connection with acquisitions, mergers, demergers or other transactions.

The Board of Directors proposes that the General Meeting makes the following resolution:

a) "The Board of Directors is authorised to acquire own shares in the Company, in one or more rounds, up to an aggregate nominal value of up to NOK 399,793. The authorization also allows the Company to be granted pledges over treasury shares as security for claims against third parties, cf. Section 9-5 of the Norwegian Public Limited Liability Companies Act.

b) The highest and lowest purchase price for each share shall be NOK 1,000 and NOK 1, respectively. The authorisation may be used for the purpose of utilising the Company's shares as transaction currency in acquisitions, mergers, demergers or other transactions. The Board of Directors is free to decide the method of acquisition and disposal of the Company's shares.

c) The authorisation is valid until the annual general meeting in 2027, however not after 30 June 2027.

d) From the time of registration with the Norwegian Register of Business Enterprises, this authorization replaces the previous authorization to acquire treasury shares in connection with acquisitions, mergers, demergers or other transactions that was granted to the board of directors at the ordinary general meeting of the Company held on 24 April 2025.

e) The Board of Directors may not use the authorisation if the total nominal value of shares acquired in accordance with this authorisation together with the use of the authorisation to acquire shares to

Scatec ASA

Askekroken 11,

N-0277 Oslo

P.O. box 1049, N-0218 Oslo

Org.no. NO 990 918 546

Phone +47 480 85 500

www.scatec.com

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Scatec

be used in connection with the Company's share- and incentive schemes, in the period for the authorisation, exceeds NOK 399,793."

Item 14

Authorisation to the Board to purchase own shares to be used in connection with the Company's share- and incentive schemes for employees

The Board of Directors proposes that the General Meeting grants the Board of Directors an authorisation to acquire up to 2,500,000 own shares with an aggregate nominal value of up to NOK 62,500. The authorisation may only be used for the purpose of sale and/or transfer to employees in the group as part of the Company's incentive programmes as approved by the Board of Directors.

The Board of Directors proposes that the General Meeting makes the following resolution:

a) "The Board of Directors is authorised to acquire up to 2,500,000 own shares in the Company, in one or more rounds, up to an aggregate nominal value of NOK 62,500. The authorization also allows the Company to be granted pledges over treasury shares as security for claims against third parties, cf. Section 9-5 of the Norwegian Public Limited Liability Companies Act

b) The highest and lowest purchase price for each share shall be NOK 1,000 and NOK 1, respectively. The authorisation may only be used for the purpose of sale and/or transfer to employees in the group as part of the Company's incentive programmes as approved by the Board of Directors. The Board of Directors is free to decide the method of acquisition and disposal of the Company's shares.

c) The authorisation is valid until the annual general meeting in 2027, however not after 30 June 2027.

d) From the time of registration with the Norwegian Register of Business Enterprises, this authorization replaces the previous authorization to acquire treasury shares in connection with the Company's share- and incentive schemes for employees that was granted to the board of directors at the ordinary general meeting of the Company held on 24 April 2025.

e) The Board of Directors may not use the authorisation if the total nominal value of shares acquired in accordance with this authorisation together with the use of the authorisation to acquire shares to be used in connection with acquisitions, mergers, demergers or other transactions, in the period for the authorisation, exceeds NOK 399,793."

Item 15

Authorisation to the Board to increase the share capital of the Company for strengthening of the Company's equity and to issue consideration shares in connection with acquisitions of businesses within the Company's purpose

The Board of Directors proposes that the General Meeting grants the Board of Directors an authorisation to increase the share capital of the Company on 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 may be used to strengthen the Company's equity and for the issuance of consideration shares in connection with acquisitions of businesses within the Company's purpose.

The Board of Directors proposes that the General Meeting grants the Board of Directors 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 authorisation implies that the preferential rights for existing shareholders to subscribe for and be allotted new shares can be set aside if the authorisation is utilised.

The Board of Directors proposes that the General Meeting makes the following resolution:

Scatec ASA

Askekroken 11,

N-0277 Oslo

P.O. box 1049, N-0218 Oslo

Org.no. NO 990 918 546

Phone +47 480 85 500

www.scatec.com

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Scatec

"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 399,793.
b) The authorisation shall be valid until the annual general meeting in 2027, but no later than 30 June 2027.
c) The authorisation may be used to issue new shares for the purpose of strengthening the Company's equity and for the issuance of shares as consideration shares in acquisition of businesses within the Company's purpose.
d) The shareholders pre-emptive rights to subscribe for and be allotted shares pursuant to the Norwegian Public Limited Liability Companies Act section 10-4, may be set aside.
e) 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.
f) The authorisation does not include decision on merger.
g) From the time of registration with the Norwegian Register of Business Enterprises, this authorization replaces the previous authorization to increase the share capital for strengthening of the Company's equity and to issue of consideration shares in connection with acquisitions that was granted to the board of directors at the ordinary general meeting of the Company held on 24 April 2025."

Item 16

Authorisation to the Board to increase the share capital of the Company in connection with the Company's share- and incentive schemes for employees

The Board of Directors proposes that the General Meeting grants the Board of Directors an authorisation to increase the share capital of the Company to deliver shares as part of the Company's incentive programmes on the terms set out below. The purpose of the authorisation implies that the preferential rights for existing shareholders to subscribe for and be allotted new shares can be set aside if the authorisation is utilised.

The Board of Directors proposes that the 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 87,500.
b) The authorisation shall be valid until the annual general meeting in 2027, but no later than 30 June 2027.
c) The authorisation may be used to issue shares as part of the Company's share- and incentive programmes as approved by the Board of Directors.
d) The shareholders pre-emptive rights to subscribe for and be allotted shares pursuant to the Norwegian Public Limited Liability Companies Act section 10-4, may be set aside.
e) 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.

Scatec ASA

Askekroken 11,

N-0277 Oslo

P.O. box 1049, N-0218 Oslo

Org.no. NO 990 918 546

Phone +47 480 85 500

www.scatec.com

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Scatec

f) The authorisation does not include decision on merger.

g) From the time of registration with the Norwegian Register of Business Enterprises, this authorization replaces the previous authorization to increase the share capital in connection incentive schemes that was granted to the board of directors at the ordinary general meeting of the Company held on 24 April 2025."

Scatec ASA
Askekroken 11,
N-0277 Oslo
P.O. box 1049, N-0218 Oslo

Org.no. NO 990 918 546
Phone +47 480 85 500
www.scatec.com