Scatec ASA

Share Issue/Capital Change • Nov 3, 2014

Stabilisation notice and exercise of over-allotment option

Stabilisation notice and exercise of over-allotment option

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 the stock exchange notice issued

by Carnegie AS ("Carnegie") on behalf of the Joint

Bookrunners on 2 October 2014 regarding potential

stabilisation activities in respect of the shares in

Scatec Solar ASA ("Scatec Solar"; ticker: SSO, ISIN:

001 0715139) in the period from 2 October 2014 to and

including 31 October 2014. Terms defined in the

prospectus of 12 September 2014 and the supplemental

prospectus dated 28 September 2014 shall have the

same meaning in this announcement.

Carnegie hereby gives notice that stabilisation was

undertaken in relation to the shares in Scatec Solar

with a total of 5,160,601 shares purchased as part of

the stabilisation. Stabilisation activities last

occurred on 30 October 2014. For each of the dates

during which stabilisation transactions were carried

out, the price range was as follows:

Trade date Price (low) Price (high)

02.10.2014 18.90 19.00

06.10.2014 18.50 19.00

07.10.2014 18.80 18.80

08.10.2014 18.20 18.80

09.10.2014 18.20 18.50

10.10.2014 18.00 18.40

13.10.2014 17.80 18.10

14.10.2014 17.80 18.10

15.10.2014 17.90 18.10

16.10.2014 17.90 17.90

17.10.2014 17.80 18.00

20.10.2014 17.90 17.90

21.10.2014 17.80 18.00

22.10.2014 17.50 17.50

23.10.2014 17.80 17.80

24.10.2014 17.80 17.80

27.10.2014 17.80 17.90

28.10.2014 18.00 18.00

29.10.2014 18.00 18.20

30.10.2014 18.70 18.80

Carnegie has redelivered the shares purchased through

stabilisation transactions to Scatec Invest AS,

Scatec Solar Ansatte AS and ITOCHU Corporation in

accordance with the terms in a share lending

agreement between the parties, and has exercised the

option to purchase a total number of 286,767 shares

in Scatec Solar (at the Offer Price of NOK 19.00 per

share) which was borrowed and over-allotted in the

Offering and for which the redelivery obligation

under the share lending agreement has not been

satisfied by delivery of the shares purchased during

the Stabilisation Period.

It is hereby notified that the Stabilisation Period

has ended.

***

3 November 2014

Carnegie AS

Important Notice:

This announcement is not and does not form a part of

any offer for sale of securities. This announcement

is not a prospectus for the purposes of Directive

2003/71/EC (together with any applicable implementing

measures in any Member State, the "Prospectus

Directive").

The distribution of this announcement 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.

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.

The securities referred to in this announcement have

not been and will not be registered under the U.S.

Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in

the United States absent registration or an exemption

from the registration requirements of the Securities

Act and in accordance with applicable U.S. state

securities laws. 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.

The Joint Bookrunners 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 clients, or for advice

in relation to the contents of this announcement or

any of the matters referred to herein.

This information is subject of the disclosure

requirements pursuant to section 5-12 of the

Norwegian Securities Trading Act.