Scatec ASA

Share Issue/Capital Change • Sep 29, 2014

Update on the Initial Public Offering

Update on the Initial Public Offering

Scatec Solar ASA: Update on the Initial Public

Offering

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

Scatec Solar ASA - Update on the Initial Public

Offering - Revised indicative price range and

extension of bookbuilding and application period

Oslo, 29 September 2014 - Scatec Solar ASA ("Scatec

Solar" or the "Company") hereby announces the

extension of the bookbuilding and application period

for the Company's initial public offering on the Oslo

Stock Exchange (the "Offering"). The bookbuilding

period for the institutional offering will now end on

Tuesday 30 September at 16:30 CET, while the

application period for the retail offering and the

employee offering will end on Tuesday 30 September at

12:00 CET. All other dates, as further described in

the prospectus dated 12 September 2014, will be

changed accordingly.

Furthermore, the board of directors of the Company,

after consultation with the Joint Bookrunners and the

Selling Shareholders, has set a new and revised

indicative price range for the Offering ranging from

NOK 19 to NOK 21 per Offer Share, which implies a pre-

money equity value of Scatec Solar of between NOK

1,283 million and NOK 1,418 million (USD 199 and USD

220 million).

The Company will still raise gross proceeds of NOK

500 million by issuing new shares in the Offering to

execute on the communicated strategy while, as a

result of the lowered indicative price range, the

Selling Shareholders intend to sell no more than 10

million existing shares in the Company. In addition,

pursuant to an over-allotment facility, the Joint

Bookrunners may elect to over-allot a number of

additional existing shares equalling up to 15 % of

the number of Offer Shares.

The Company has been informed that the Joint

Bookrunners in the Offering have secured orders at

the revised terms such that the Offering is

oversubscribed within the new indicative price range

by domestic and international institutional investors.

The scale back in the number of existing shares to be

sold is expected to be approximately pro rata between

the selling shareholders with the exception of the

members of the Company's management team which will

not sell any shares in the Offering (save for a

reduction in the ownership in the Company resulting

from the indirect ownership in the Company through

Scatec Invest AS and Scatec Solar Ansatte AS, as

further described in the prospectus dated 12

September 2014).

Completion of the Offering is conditional upon (i)

the satisfaction of the conditions for admission to

listing set by the Oslo Stock Exchange, and (ii) the

board of directors of the Company, in consultation

with the Joint Bookrunners, following the

bookbuilding process having approved the offer price

and the allocation of the Offer Shares and resolved

to issue the New Shares and complete the Offering.

Subject to the successful completion of the offering,

the first day of listing on the Oslo Stock Exchange

is expected to be on or about Thursday 2 October 2014.

On 28 September 2014, the Financial Supervisory

Authority of Norway approved a supplemental

prospectus reflecting the revised indicative price

range. The supplemental prospectus and 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). Hard copies of

the supplemental prospectus and the prospectus may

also be obtained free of charge by contacting the

Company or one of the managers.

ABG Sundal Collier Norge ASA and Carnegie AS are

acting as Joint Lead Managers and Joint Bookrunners

in the Offering. Advokatfirmaet Selmer DA is legal

advisor to the Company.

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.