Corporate governance report

The Company will comply with the Norwegian Code of Practice for Corporate Governance, last revised on 14 October 2021, which is available at the Norwegian Corporate Governance Committee’s web site www.nues.no. Our approach to corporate governance is intended to decrease business risk, maximise value and utilise our recourses in an efficient and sustainable manner to the benefit of shareholders, employees and society at large. The Company’s corporate governance framework is subject to annual reviews and discussions by the Board.

Scatec corporate governance report can be found in the integrated annual report

General Meetings

The General Meeting has the highest authority in Scatec ASA and shall be an effective forum for the shareholders and Directors. All registered shareholders have the right to attend the General Meetings. The Annual General Meeting is held before 30 June each year. Notice and supporting documents will be made available on the company’s website no later than 21 days before the General Meeting.

The General Meeting elects the shareholders’ representatives to the Board of Directors, and approves the annual result and any proposed dividend payment. In accordance with Norwegian legislation, the shareholders consider and vote on the appointment of the external auditor based on the proposal from the Board of Directors, and approve the remuneration to be paid to the external auditor.

Board of Directors

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Jørgen Kildahl

Chair of the Board

Jørgen Kildahl

Chair of the Board

Education: MSc in Economics and MBA from the Norwegian School of Economics, and Advanced Management Program at Harvard Business School

Experience: Currently Senior Advisor to Energy Infrastructure Partners with extensive leadership experience from the energy sector, including more than five years as EVP at E.ON SE and 11 years as EVP in Statkraft AS, which included six years as CEO of Statkraft Energi AS

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Director since: 2021 (Chair since 2024)
Elected until: 2027

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Espen Gundersen

Board member

Espen Gundersen

Board member

Education: MBA from the Norwegian School of Management, Oslo and Certified Public Accountant from the Norwegian School of Economics (NHH).

Experience: Is currently a full time non-executive board member. Played a key role in the international growth and expansion of Tomra Systems in 1999 – 2022, where he had various positions, including CFO from 2003 and Deputy CEO from 2009. Previous experience includes positions in Selmer ASA and Arthur Andersen.

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Director since: 2022
Elected until: 2026

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Maria Moræus Hanssen

Board member

Maria Moræus Hanssen

Board member

Education: Master of Petroleum Engineering from Norwegian University of Science and Technology and Master of Petroleums Economics from IFP School

Experience: Extensive experience from the international oil & gas industry, including 4 years as CEO of DEA AG (Hamburg) and ENGIE E&P International SA (Paris). She previously held executive positions in Norsk Hydro, Statoil (Equinor), Aker ASA and served as Deputy CEO and COO for newly merged Wintershall DEA until end of 2019.

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Director since: 2020
Elected until: 2026

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Maria Tallaksen

Board Member

Maria Tallaksen

Board Member

Education: Master in Business with a Major in Finance from BI Norwegian School of Management, and also studies in Information Technology and Mathematics at the University of Oslo.

Experience: Partner at Altor Private Equity. During this period, she was actively involved in investment strategies across all sectors, with a focus on driving value for portfolio companies. Prior to Altor, she worked at Morgan Stanley in London. She is a Board member of companies including, SATS ASA, Faun Gruppen AS and Hafslund.

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Director since: 2024
Elected until: 2026

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Mette Krogsrud

Board member

Mette Krogsrud

Board member

Education: MSc from Norwegian School of Economics (NHH) and MSc in Organisational Change from Ashridge/Hult Business School, UK.

Experience: Mette Krogsrud is currently senior client partner and chair of Korn Ferry Norway. She has more than 30 years of leadership experience from a broad range of roles across industries, including executive vice president in the Schibsted Group

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Director since: 2022
Elected until: 2026

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Pål Kildemo

Board member

Pål Kildemo

Board member

Education: Economics and Finance Master of Arts from Heriot Watt University and studies in Project Management from Skema Business School

Experience: CFO of Emirates Global Aluminium. He held the position of EVP CFO of Norsk Hydro ASA from 2019 to March 2024. Prior to that, he held several positions at Norsk Hydro from 2008, including head of finance primary metal, head of IR and IRO and energy trader. He is a board member of ZNL Energy AS and Future Leaders Global.

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Director since: 2024
Elected until: 2026

Board Committees

Scatec has established an Audit and Sustainability Committee and an Organisation and Remuneration Committee, both elected by the Board of Directors.

Management

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Terje Pilskog

Chief Executive Officer

Terje Pilskog

Chief Executive Officer

Terje Pilskog (1971) was named CEO of Scatec in 2022, after serving as EVP Project Development since 2013. He was previously SVP of REC Systems and Business Development in Germany. Prior to REC, he was Associated Partner at the management consulting company McKinsey & Co. Pilskog holds a Master of Science in Business Administration from BI Norwegian Business School.

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Hans Jakob Hegge

Chief Financial Officer

Hans Jakob Hegge

Chief Financial Officer

Hans Jakob Hegge became CFO of Scatec 1 March 2023. He was previously the CFO of Moreld, an industrial group owned by Hitec Vision. Prior to Moreld, he held the position as CFO and US Country Manager at Equinor. Hegge has more than 24 years of experience from the oil & gas industry, with 19 years in senior management positions in Statoil and Equinor. He holds a MSc from the Norwegian School of Economics.

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Alberto Gambacorta

EVP and General Manager for Sub-Saharan Africa

Alberto Gambacorta

EVP and General Manager for Sub-Saharan Africa

Alberto Gambacorta, EVP and General Manager for Sub-Saharan Africa, brings nearly 20 years of expertise in business and project management within the renewable energy sector. At Scatec, he has played a pivotal role in developing utility-scale PV projects across various countries and continents. Alberto’s engineering background also includes maintenance and process optimisation. He holds an MSc in Mechanical Engineering and an Executive Master in Energy Management from ESCP Business School, BI Norwegian Business School, and IFP.

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Ann-Mari Lillejord

EVP Latin America & Europe

Ann-Mari Lillejord

EVP Latin America & Europe

Ann-Mari Lillejord (1982) was appointed EVP Project Development in May 2022. Prior to re-joining Scatec in April as SVP Project Development, Lillejord was a partner at HitecVision. She previously held commercial roles for Pareto Project Finance and SN Power in Singapore. Lillejord holds a MSc in Economics and Business Administration from the Norwegian School of Economics (NHH).

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Mohamed Amer

EVP Green Hydrogen & Egypt

Mohamed Amer

EVP Green Hydrogen & Egypt

Mohamed Amer, was appointed EVP Green Hydrogen & Egypt in September 2023. He joined Scatec in 2016, a year after the company entered Egypt. Mohamed has held various senior roles in the company including in finance and asset management and green hydrogen. He comes from the role as Global Head of Green Hydrogen and Ammonia and General Manager for the MENA region. Before joining Scatec, Mohamed worked for BP, PwC, and KPMG. Mohamed is Egyptian and resides in Cairo.

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Roar Haugland

EVP Asia & Sustainability

Roar Haugland

EVP Asia & Sustainability

Roar Haugland (1960) was named EVP Asia & Sustainability as of 1 November 2025. He has held the role as EVP Sustainability since 2010. He has more than 20 years of experience from leading positions in Business Development, Sales and Management from large multinational companies such as HP and IBM. Haugland holds a Master of Science in Mechanical Engineering from the Norwegian University of Science and Technology in Trondheim, Norway.

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Karianne Kristiansen

EVP People & Organisation

Karianne Kristiansen

EVP People & Organisation

Karianne Kristiansen was appointed EVP People & Organisation on 1 November 2025. She joined Scatec in 2023 as SVP People & Organisation and has since played a key role in developing the company’s people strategy and organisational capability.
She has almost 15 years of experience from the energy sector, and before joining Scatec, she held several senior HR leadership positions, including in Aker companies.
Karianne holds a Master’s degree in Human Resource Management from the London School of Economics.

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Pål Helsing

EVP Operations

Pål Helsing

EVP Operations

Pål Helsing (1960) became EVP Solutions of Scatec in 2015. Helsing was previously President of Kongsberg Oil and Gas Technologies AS and a member of the Kongsberg Group Executive Management Team. He holds a Bachelor of Science Civil from Glasgow University and a Business Economics degree from BI Norwegian Business School.

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Siobhan Minnaar

EVP General Counsel

Siobhan Minnaar

EVP General Counsel

Siobhan became EVP Legal 1 February 2023. She came from the role as SVP Legal and joined Scatec in 2016. She has worked in the renewables industry for more than a decade, including several large-scale renewable projects globally, M&A, all legal aspects related to project financing, project agreements, and construction and supply chain contracts. Prior to Scatec, Siobhan worked for more than 7 years at Norton Rose Fulbright. Siobhan is South African and lives in Norway. She holds a LLB from the Nelson Mandela Metropolitan University.

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Nomination Committee

The Nomination Committee of Scatec ASA is responsible for proposing candidates for election to the Board of Directors, as well as the remuneration of the Board members and the Nomination Committee itself. The Committee ensures that the Board as a whole maintains the right balance of competence, experience, diversity, and independence to support Scatec’s long-term strategy and sustainable value creation.

Policies

Scatec is committed to communicate with the financial market in a precise and consistent manner.

The investor relations activities will seek to ensure that market participants receive correct, clear, relevant and up-to-date information in a timely manner, taking into account the requirement for equal treatment of all participants in the securities market. Scatec has adopted a separate manual on disclosure of information, which sets forth the Company’s disclosure obligations and procedures.

The Company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations. All stock exchange announcements, half year reports and presentations, other public presentations and press releases are made available on the company’s website www.scatec.com together with other relevant information.

All information distributed to the Company’s shareholders will be published on the Company’s website at the same time as it is sent to shareholders. Scatec holds open presentations in connection with the financial reporting, and these presentations are broadcasted live via webcast. All relevant dates are published in the financial calendar.

The Company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations.

Scatec pursues a responsible, fair, and transparent approach to tax, and applies the highest tax compliance standards in all relevant jurisdictions.

A general principle that guides the company’s approach is that taxes will be collected in the jurisdiction in which the economic value is created. Scatec is committed to follow the best practices of responsible taxation and tax governance, including international principles and recommendations, such as the Organisation for Economic Co-operation and Development (OECD) Compliance and Risk Management standard.

The purpose of the Policy is to present the Scatec Group’s position and principles regarding taxes across the jurisdictions in which we operate, including our compliance, transfer pricing and risk management.

Primary insiders

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Registrar and auditor

Scatec ASA is audited by PwC Norway. If you have any questions regarding your holding of Scatec shares, please contact our registrar:

DNB Markets, Registrars’ Department

Dronning Eufemias gate 30,
P.O. Box 1600 Sentrum
N-0021Oslo
Phone: +47 23 26 80 20
E-mail: kua@dnb.no

PwC Norway

Dronning Eufemias gate 71
0191 Oslo, Norway
Telephone: 02316 (+47 95260000)

Articles of Association

Last amended on 18 April 2023.

See Articles of Association

§ 1

The company’s name is Scatec ASA. The company is a public limited company.

§ 2

The company’s registered office is in the municipality of Oslo.

§ 3

The company’s business is establishment and operation of business within renewable energy, hereunder investment in companies operating such business.

§ 4

The chairman of the board alone shall have the authority to sign for the company.

§ 5

The board may grant power of procuration.

§ 6

The share capital is NOK 3,972,931.875 fully paid up and divided on 158,917,275 shares, each with a nominal value of NOK 0.025.

§ 7

The company’s board of directors shall consist of three to seven members.

§ 8

The company shall have a Nomination Committee.

The Nomination Committee shall make recommendations to the General Meeting regarding election of shareholder-elected members of the Board of Directors, remuneration to the members of the Board of Directors, election of members to the Nomination Committee and remuneration to the members of the Nomination Committee.

The Nomination Committee shall consist of two to four members who shall be shareholders or representatives of shareholders. The members of the Nomination Committee, including the Chair of the Nomination Committee, are elected by the General Meeting for a term of one or two years. The members of the Nomination Committee can be reelected. Remuneration to the members of the Nomination Committee is determined by the General Meeting.

§ 9

The board of directors may decide that Shareholders who wishes to attend the general meeting must provide a notification to the company. Such notification must be received by the company no later than two business days prior to the general meeting, unless the board, prior to sending the notice of the general meeting, determine a later date for the notification.

Documents relating to matters which shall be considered at the general meeting need not be sent to the shareholders if the documents are made available to the shareholders on the company’s websites. This also applies for documents which according to law shall be included in or attached to the notice to the general meeting.

The board of directors may decide that shareholders may submit their votes in writing, including by use of electronic communication, in a period prior to the general meeting.

§ 10

The company’s ordinary general meeting shall consider the following:

1) Approval of the annual accounts and annual report, including distribution of dividend.

2) Other matters which according to law or articles of association shall be dealt with by the general meeting.