Reference is made to the stock exchange announcement published byOtovo ASA ("Otovo " or the "Company") on9 November 2023 regarding the successful completion of a private placement of 130,434,782 new shares in the Company raising gross proceeds of approximatelyNOK 450,000,000 (the "Private Placement") and a potential subsequent share offering (the "Subsequent Offering"). Further reference is made to the stock exchange announcement published later, on the same day, regarding key information related to the Subsequent Offering. In this announcement, the Company expressed that such Subsequent Offering would be considered carried out and consist of up to 17,400,000 new shares at the same subscription price as in the Private Placement, depending, inter alia, on the prevailing market price of the Company's shares. Since the completion of the Private Placement, the Company's shares have been traded around or above the subscription price in the Private Placement and at a volume considerably below the size of the potential subsequent offering. As a result, existing shareholders who did not participate in the Private Placement are not considered to have not had opportunity to reduce the dilutive effect of the Private Placement in the market. The board of directors ofOtovo has therefore decided to proceed with the Subsequent Offering, subject to the approval and publication of a prospectus, which is expected on or about21 December 2023 . Subject to the approval and publication of the prospectus, the subscription period in the Subsequent Offering is expected to commence on2 January 2024 and to end on9 January 2024 . More details will be provided once the prospectus is approved and published.DNB Markets , a part ofDNB Bank ASA , andPareto Securities AS are acting as managers for the Subsequent Offering (the "Managers"). For further information, please contact:Andreas Thorsheim , Chief Executive Officer Phone: +47 93 06 51 78 Petter Ulset, Chief Financial Officer Phone: +47 47 93 60 26 43 This information is subject to the disclosure requirements pursuant to section 5-12 of the STA. *** 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: The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company. Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or fromthe United States (including its territories and possessions, anyState of the United States and theDistrict of Columbia ),Australia ,Canada ,Japan ,Hong Kong ,South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not an offer for sale of securities inthe United States . The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act, and may not be offered or sold inthe United States absent registration with theU.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of theU.S. Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any securities referred to herein inthe United States or to conduct a public offering of securities inthe United States . Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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). This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of theEuropean Union (Withdrawal) Act 2018 and 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 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. This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Subsequent Offering. They will not regard any other person as their respective clients in relation to the Subsequent Offering and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Subsequent Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 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", "aim", "expect", "anticipate", "intend", "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 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
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