Scatec ASA

Share Issue/Capital Change • Sep 24, 2019

Scatec Solar ASA: Contemplated private placement

Scatec Solar ASA: Contemplated private placement

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, HONG

KONG, SOUTH AFRICA, NEW ZEALAND, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN

WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 24 September 2019:The Board of Directors of Scatec Solar ASA ("SSO" or the

"Company") intends to carry out a private placement of up to 11,375,000 new

shares, representing approximately up to 10% of the outstanding capital of the

Company (the "Private Placement").

The Company intends to use the net proceeds from the Private Placement to

accelerate growth, including near term equity investments in large scale solar

projects.

Raymond Carlsen, CEO of the Company, has undertaken to subscribe for shares in

the Private Placement in the amount of NOK 20 million, through his company

Argentos AS. Equinor ASA has undertaken to subscribe for up to 15% of the shares

in the Private Placement.

The Private Placement will be directed towards existing shareholders as well as

other Norwegian and international investors, in each case subject to an

exemption from offer prospectus requirements and any other filing or

registration requirements in the applicable jurisdictions and subject to other

selling restrictions. Carnegie AS, JP Morgan PLC and Nordea Bank Abp have been

appointed to act as managers for the Private Placement (the "Joint

Bookrunners").

The shares to be offered in the Private Placement (the "Private Placement

Shares") will be offered at a price determined through an accelerated book

building process and will be determined at the end of the application period.

The application period for the Private Placement commences today, 24 September

2019, at 16:30 (CET) and may close at any time on short notice. The Company,

together with the Joint Bookrunners, reserve the right to close the application

period at any time at their sole discretion, or to cancel the Private Placement

in its entirety.

The completion of the Private Placement is subject to approval by the Board of

the Company pursuant to an authorisation given by the Annual General Meeting

held 30 April 2019.

The Company will announce the number of shares to be issued and allocated in the

Private Placement through a stock exchange notice expected to be published

before opening of the trading on Oslo Stock Exchange tomorrow, 25 September

The shares allocated in the Private Placement are expected to be settled by the

Joint Bookrunners through a delivery versus payment transaction on a regular t+2

basis by delivery of existing and unencumbered shares in the Company that are

already listed on the Oslo Stock Exchange pursuant to a share lending agreement

between the Company, the Joint Bookrunners and Scatec AS. The Joint Bookrunners

will settle the share loan with new shares in the Company to be issued by the

Board pursuant to an authorisation granted at the Company's Annual General

Meeting held on 30 April 2019.

In connection with the Private Placement, the Company has entered into lock-up

undertakings for a period of 90 days from the completion of the Private

Placement.

The Board will observe its obligations under section 5-14 of the NSTA and

section 2.1 of the Continuing Obligations for Stock Exchange Listed Companies

and considers the Private Placement to be in the best interests of the Company

and its shareholders.

For further information, please contact:

Mikkel Tørud, CFO

Tel: +47 976 99 144

mikkel.torud@scatecsolar.com (mailto:mikkel.torud@scatecsolar.com)

Ingrid Aarsnes, VP Communication & IR

Tel: +47 950 38 364

ingrid.aarsnes@scatecsolar.com (mailto:ingrid.aarsnes@scatecsolar.com)

About Scatec Solar ASA:

Scatec Solar is an integrated independent solar power producer, delivering

affordable, rapidly deployable and sustainable clean energy worldwide. A long-

term player, Scatec Solar develops, builds, owns, operates and maintains solar

power plants and has an installation track record of more than 1.3 GW. The

company has a total of 1.9 GW in operation and under construction on four

continents.

With an established global presence and a significant project pipeline, the

company is targeting a capacity of 4.5 GW in operation and under construction by

end of 2021. Scatec Solar is headquartered in Oslo, Norway and listed on the

Oslo Stock Exchange under the ticker symbol "SSO". To learn more, visit

www.scatecsolar.com (http://www.scatecsolar.com/).

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company.

Copies of this announcement are not being made and may not be distributed or

sent into any jurisdiction in which such distribution would be unlawful or would

require registration or other measures.

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 applicable 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. Any

sale in the United States of the securities mentioned in this announcement will

be made solely to "qualified institutional buyers" as defined in Rule 144A under

the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement 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",

"strategy", "intends", "estimate", "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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in public sector

investment levels, changes in the general economic, political and market

conditions in the markets in which the Company operates, the Company's ability

to attract, retain and motivate qualified personnel, changes in the Company's

ability to engage in commercially acceptable acquisitions and strategic

investments, and changes in laws and regulation and the potential impact of

legal proceedings and actions. 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 Company does not guarantee that the assumptions underlying the

forward-looking statements in this presentation are free from errors nor does it

accept any responsibility for the future accuracy of the opinions expressed in

this presentation or any obligation to update or revise the statements in this

presentation to reflect subsequent events. You should not place undue reliance

on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Joint Bookrunners nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company. Neither the Joint

Bookrunners nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. 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 information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act