Expert Corporate Governance Service (ECGS)
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Scatec Solar - AGM 30 April 2019

In general, Scatec Solar is in compliance with the Norwegian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 9a, shareholders are called to an advisory vote on the remuneration policy. Although ECGS considers the aggregate level of executive compensation fairly moderate, it does not approve of long-term incentive plans that do not operate one or more challenging performance conditions. ECGS therefore recommends to vote OPPOSE.

Under ITEM 9b, the Board of Directors seeks approval of a (restricted) stock option plan. As already mentioned above, ECGS does not approve of incentive plans that do not operate one or more challenging performance conditions. Hence, ECGS recommends to vote OPPOSE.

Due to the concerns over the long-term incentive plan, ECGS also recommends to vote OPPOSE to the authorization to purchase own shares (ITEM 17) and to increase the share capital (ITEM 20) in connection with employees' incentive schemes.

Under ITEM 15, the Board of Directors seeks approval of the remuneration of the auditor. Since non-audit fees paid are greater than 50% of the audit fees on a three-year aggregate basis, ECGS recommends to vote OPPPOSE.

Finally, under ITEM 18 the Board seeks authorization to repurchase up to 10% of own shares for the purpose of investment or subsequent sale or deletion of treasury shares. The terms of the authorization meet ECGS guidelines, but we note that the resolution specifically includes the authorization to use buy-backs in the event of public offers. As concerns may arise over the possible use of buy-backs as an anti-takeover measure, ECGS recommends to vote OPPOSE.

Scatec Solar ASA

Scatec Solar ASA is a Norway-based integrated independent solar power producer. It develops, builds, owns, operates and maintains solar power plants, and has several projects under development in Africa, the United States, Japan, Brazil the Middle East and Europe. The Company has three operating business segments: Power Production (PP), Operation & Maintenance (O&M), and Development & Construction (D&C). The PP segment comprises the Kalkbult and Linde plants in South Africa, the ASYV plant in Rwanda and four plants in the Czech Republic. The O&M includes services provided to solar power plants in which Scatec Solar participates or to third party plants constructed by the Company. The D&C comprises development activities as well as construction of solar power plants developed by Scatec Solar.


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