Otovo ASA: Launch of Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR
ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. 

Reference is made to the stock exchange announcement published by Otovo ASA (the
"Company") on 18 December 2023, where the Company announced its decision to
proceed with a subsequent offering (the "Subsequent Offering"), subject to the
approval and publication of a prospectus. Further reference is made to the stock
exchange announcement on 21 December 2023 regarding the approval and publication
of a prospectus (the "Prospectus").

The Subsequent Offering comprises the issue of up to 17,400,000 new shares (the
"Offer Shares") in the Company at a subscription price of NOK 3.45 per share
(the "Offer Price"), directed towards Eligible Shareholders (as defined below),
potentially raising total gross proceeds of approximately NOK 60 million. The
Offer Price is equal to the subscription price in the private placement
completed on 9 November 2023 (the "Private Placement"). 

The subscription period for the Subsequent Offering will commence on 2 January
2024, at 09:00 (CET), and will, subject to any extension, expire on 9 January
2024 at 16:30 (CET) (the "Subscription Period"). 

The Subsequent Offering will be directed towards existing eligible shareholders
in the Company as of 9 November 2023 (as registered with the VPS two trading
days thereafter, 13 November 2023 (the "Record Date")) who were not allocated
new shares in the Private Placement and who are not resident in a jurisdiction
where such offering would be unlawful, or would (in jurisdictions other than
Norway) require any prospectus filing, registration or similar action (the
"Eligible Shareholders").

Eligible Shareholders are being granted non-transferable subscription rights
(the "Subscription Rights") that, subject to applicable law, provide
preferential rights to subscribe for and be allocated Offer Shares in the
Subsequent Offering. Eligible Shareholders will be granted 0.295130 Subscription
Rights for each Share held rounded down to the nearest whole subscription right,
each giving the right to subscribe for one (1) Offer Share. Over-subscription is
permitted for Eligible Shareholders. Subscription without Subscription Rights is
not permitted in the Subsequent Offering

Subscriptions for Offer Shares must be made in accordance with the procedures
set out in the Prospectus. Subscription for Offer Shares may be made by
submitting a correctly completed subscription form, attached as Appendix B to
the Prospectus, to the Managers (as defined below) in accordance with the terms
and conditions set out in the Prospectus. The Subscription Form will together
with the Prospectus be available on the Managers' websites (www.dnb.no/emisjoner
and www.paretosec.com/transactions). Subscribers who are residents of Norway
with a Norwegian personal identification number are encouraged to subscribe for
Offer Shares through the VPS online subscription system or by following the link
on the Managers' websites.

Allocation of the Offer Shares is expected to take place on or around 10 January
2024. Notifications of allocation of Offer Shares and the corresponding
subscription amount to be paid by each subscriber are expected to be distributed
in a letter by the Managers on or around 10 January 2024. The Company expects
that allocated Offer Shares will be delivered to the VPS accounts of the
subscribers on or about 19 January 2024, subject to timely payment by the
subscriber. 

The Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering due to market conditions, including if the Company's Shares are trading
on the Oslo Stock Exchange with significant trading volumes at prices at or
below the Offer Price in the Subsequent Offering.

The Prospectus for the offering and listing of the Offer Shares will, subject to
regulatory restrictions in certain jurisdictions, be available at,
www.dnb.no/emisjoner and www.paretosec.com/transactions.

Advisors: 

DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as
managers for the Subsequent Offering (the "Managers"). Wikborg Rein Advokatfirma
AS is acting as legal advisor to the Company.

For further information, please contact: 

Petter Ulset, Chief Financial Officer 
Phone: [phone]

Lars Ekeland, General Counsel
Phone: [phone]

About Otovo: 

For homeowners, Otovo is the easiest way to get solar panels on the roof. Otovo
is a marketplace that organises hundreds of local, high-quality, and qualified
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.

Important information:

This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act. Important information: 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 "Prospectus Regulation"
means Regulation (EU) 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. 

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. 

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 believe 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 their 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 Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement. 

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. 

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgement. 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. 

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 announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as implemented in any Member State.

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