Scatec Solar ASA - Contemplated private placement - Seite 2

The application period for the Private Placement commences today, 20 October 2020, at 16:30 (CET) and closes on 21 October 2020 at 08:00 (CET). The Company, together with the Joint Bookrunners, reserve the right to close or extend 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 by delivery of Offer Shares to applicants is subject to (i) the Board resolving to complete the Private Placement including the issuance of up to 13,768,280 New Shares pertaining to the Private Placement pursuant to an authorisation granted by the annual general meeting of the Company held on 25 June 2020, (ii) the placement agreement among the Company and the Joint Bookrunners entered into in connection with the Private Placement not being terminated by the Joint Bookrunners in accordance with the terms thereof and (iii) the share capital increase pertaining to the issuance of the New Shares being registered with the Norwegian Register of Business Enterprises and the New Shares being issued in VPS pursuant to a pre-funding arrangement in the placement agreement.

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 21 October 2020.

The Offer Shares will be settled through a delivery versus payment transaction on a regular T+2 basis (i) partly with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending arrangement between the Company, the Joint Bookrunners and Scatec AS as share lender and (ii) partly by issuance of the New Shares pursuant to a pre-funding arrangement entered into between the Company and certain of the Joint Bookrunners. The Offer Shares delivered to the investors will be tradable from registration of the capital increase for the New Shares with the Norwegian Register of Business Enterprises, expected on or about 21 October 2020. Following the Private Placement, the Company will convene an extraordinary general meeting (the "EGM") to resolve to issue a number of shares equal to the number of the borrowed shares for the purpose of settling the share lending (the "EGM Issue"). The shares to be issued through the EGM Issue will be listed and tradable on the Oslo Stock Exchange upon the registration of the share capital increase pertaining to the EGM Issue with the Norwegian Register of Business Enterprises and the VPS, and following the publication of a prospectus which will be prepared by the Company and approved by the Financial Supervisory Authority of Norway prior to publication, which is expected to take place during 12 November 2020. The settlement of the Private Placement will not be conditional upon or otherwise affected by the outcome of the EGM. If the EGM does not approve the EGM Issue, the redelivery of the borrowed shares will instead be settled in cash by way of transfer of the gross proceeds from the sale of the borrowed shares in the Private Placement to Scatec AS.