NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO,THE UNITED STATES OF AMERICA ,AUSTRALIA ,NEW ZEALAND ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA ORJAPAN 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 byOtovo ASA (the "Company") on18 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 on21 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 ofNOK 3.45 per share (the "Offer Price "), directed towards Eligible Shareholders (as defined below), potentially raising total gross proceeds of approximatelyNOK 60 million . The Offer Price is equal to the subscription price in the private placement completed on9 November 2023 (the "Private Placement"). The subscription period for the Subsequent Offering will commence on2 January 2024 , at 09:00 (CET), and will, subject to any extension, expire on9 January 2024 at 16:30 (CET) (the "Subscription Period"). The Subsequent Offering will be directed towards existing eligible shareholders in the Company as of9 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 thanNorway ) 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 allocatedOffer 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 forOffer Shares must be made in accordance with the procedures set out in the Prospectus. Subscription forOffer 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 ofNorway with a Norwegian personal identification number are encouraged to subscribe forOffer 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 around10 January 2024 . Notifications of allocation ofOffer 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 around10 January 2024 . The Company expects that allocatedOffer Shares will be delivered to the VPS accounts of the subscribers on or about19 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 theOslo 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 ofDNB Bank ASA , andPareto 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: +47 47 93 60 26 43Lars Ekeland , General Counsel Phone: +47 91 60 70 53 AboutOtovo : 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 theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe 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 theUnited 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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