NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES OF AMERICA ,AUSTRALIA ,CANADA ,HONG KONG ORJAPAN , OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the stock exchange announcement published byOtovo ASA ("Otovo " or the "Company") on25 January 2023 regarding the successful completion of a private placement of 12,575,452 new shares in the Company with gross proceeds of approximatelyNOK 250,000,000 (the "Private Placement") and a potential subsequent share offering (the "Subsequent Offering"). The Company has, subject to completion of the Private Placement, and certain other conditions, resolved to carry out a Subsequent Offering of up to 2,012,072 new shares. The subscription price in the Subsequent Offering will beNOK 19.88 ("Subscription Price") which is equal to the subscription price in the Private Placement. The Subsequent Offering will, subject to applicable securities laws, be directed towards eligible shareholders in the Company as of close of trading on25 January 2023 (as registered in the VPS on27 January 2023 ) (the "Record Date"), who (i) were not included in the wallcrossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other thanNorway ) require any prospectus, filing, registration or similar action ("Eligible Shareholders"). The Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as of the Record Date. Oversubscription will be permitted. Subscription without subscription rights will not be permitted. Completion of the Subsequent Offering will, inter alia, be conditional upon (i) completion of the Private Placement, (ii) a resolution of the extraordinary general meeting, expected to be held on or about9 February 2023 , resolving the share capital increases pertaining to the issuance of the new shares in the Private Placement and authorizing the Board to resolve the Subsequent Offering, (iii) the trading price of the Company's shares exceeding the subscription price, and (iv) approval and approval of a securities note and a registration document supplement to the registration document approved by the NFSA (Nw.: Finanstilsynet) on9 December 2022 (the "Prospectus"). The subscription period for the Subsequent Offering (if made) is expected to commence in lateFebruary 2023 , subject to e.g. approval and publication of the Prospectus. In accordance with the continuing obligations of companies listed on theOslo Stock Exchange , the following key information is given with respect to the Subsequent Offering: o Date on which the terms and conditions of the repair issue were announced:25 January 2023 o Last day including right:25 January 2023 o Ex-date:26 January 2023 o Record date:27 January 2023 o Date of EGM approval:9 February 2023 o Maximum number of new shares: 2,012,072 new shares o Subscription price:NOK 19.88 For further queries, please contact:Andreas Thorsheim , Chief Executive Officer Phone: +47 93 06 51 78 Petter Ulset, Chief Financial Officer Phone: +47 93 60 26 43 This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. *** AboutOtovo : For homeowners,Otovo is the easiest way to get solar panels on the roof, and batteries in the home.Otovo is a marketplace that organises hundreds of local, vetted, high quality energy installers. The company uses its proprietary technology to analyse the potential of any home and finds the best price and installer for customers based on an automatic bidding process between available installers. Follow us on investor.otovo.com for reports, financial calendar, contact details and more. IMPORTANT NOTICE: These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company inthe United States or any other jurisdiction. The securities of the Company may not be offered or sold inthe United States absent registration or an exemption from registration under theU.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under theU.S. Securities Act. Any sale inthe United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under theU.S. Securities Act. No public offering of the securities will be made inthe United States . 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of14 June 2017 (together with any applicable implementing measures in any Member State). In theUnited Kingdom , this communication is only addressed to and is only directed atQualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the transaction. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels. 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. This announcement is made by and, and is the responsibility of, the Company. The Manager is 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 contents of this announcement or any of the matters referred to herein. Neither the Manager 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 Manager nor any of its 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.
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