Otovo ASA: Private placement, retail offering and secondary sale successfully placed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the announcement by Otovo ASA (the "Company" or "Otovo") on
2 July 2026 regarding a contemplated private placement to raise gross proceeds
of the NOK equivalent of between USD 6 to 10 million (the "Private Placement")
by issuance of new shares in the Company (the "Private Placement Shares") and a
retail offering to raise gross proceeds of up to the NOK equivalent of EUR 1
million (the "Retail Offering", and together with the Private Placement, the
"Offering") by issuance of new shares in the Company (the "Retail Offering
Shares", and together with the Private Placement Shares, the "New Shares"), and
to the offer from an existing shareholder of the Company (the "Selling
Shareholder") to sell up to 453,908 existing shares in the Company (the "Sale
Shares", and together with the New Shares, the "Offer Shares") (the "Secondary
Sale"). 
Otovo is pleased to announce that the Private Placement, the Retail Offering and
the Secondary Sale have been successfully placed. 
The Company has allocated a total of 5,046,092 New Shares in the Private
Placement and 806,560 New Shares in the Retail Offering, in each case at a
subscription price of NOK 11.50 per share (the "Offer Price"), raising aggregate
gross proceeds to the Company of approx. NOK 67 million. In addition, the
Selling Shareholder has in connection with the Offering resolved on the sale and
allocation of a total of 453,908 Sale Shares at the Offer Price, for a total
amount of approx. NOK 5.2 million. Taken together, 6,306,560 Offer Shares have
been placed at the Offer Price, representing a total transaction size of approx.
NOK 72.5 million.
The net proceeds from the Offering will primarily be used to fund the
contemplated acquisition of Green Panel Energy Systems Ltd (the "Green Panel
Transaction") and for general corporate purposes. In the event that the Green
Panel Transaction is not completed, for any reason, following completion of the
Offering, the net proceeds from the Offering allocated for this transaction may
be applied towards general corporate purposes.
The following primary insiders and close associates have subscribed for and been
allocated Offer Shares at the Offer Price:
o	Lars Erik Torjussen, chair of the board, has been allocated 16,783 Offer
Shares
o	George Coyle, board member, has been allocated 11,642 Offer Shares.
Further details regarding the allocation of Offer Shares to primary insiders and
close associates will be released in a separate announcement.
The New Shares and the Sale Shares have been allocated by the Company's board of
directors (the "Board") and the Selling Shareholder, respectively. The New
Shares have been resolved issued by the Board pursuant to the authorization
granted by the annual general meeting on 15 May 2026 (the "Board
Authorization").
Listing of the New Shares on Euronext Oslo Børs requires a listing prospectus
(the "Prospectus") as approved by the Financial Supervisory Authority of Norway
and published by the Company. The New Shares will be issued on a separate,
unlisted ISIN and will be redelivered to the relevant Share Lenders (as defined
below) pursuant to the Share Lending Agreements (as defined below). The New
Shares will only become tradeable on Euronext Oslo Børs once the Prospectus has
been approved and published, which is expected during Q3 2026. Investors
allocated New Shares in the Offering will, however, receive existing and
unencumbered shares in the Company that are already listed on Euronext Oslo Børs
pursuant to the Share Lending Agreements (as further described below). 
Settlement is expected to take place on or about 7 July 2026. The Offering is
expected to be settled on a delivery-versus-payment ("DVP") basis by delivery of
existing and unencumbered shares in the Company that are already listed on
Euronext Oslo Børs, pursuant to one or more of the share lending agreements (the
"Share Lending Agreements") between the Company, the Manager, and Å Energi
Invest AS ("Å Energi"), Jackson Leigh Ventures LLC, a closely associated company
to the Company's CEO, William (John) Berger, holding its shares through Citibank
N.A as nominee ("JLV"), and EIC Rose Rock Ventures I LP ("EIC"), a closely
associated company to board member George Coyle (JLV, Å Energi and EIC are
collectively referred to as the "Share Lenders"). Investors allocated New Shares
in the Offering will thus receive tradable shares upon delivery. 
The Sale Shares are existing and unencumbered shares in the Company that are
already listed on Euronext Oslo Børs. The Secondary Sale is expected to be
settled on a DVP basis on or about 7 July 2026. As such, the investors allocated
Sale Shares will receive tradable shares upon delivery. 
The share capital increase pertaining to the Offering is expected to be
registered with the Norwegian Register of Business Enterprises on or about 14
July 2026. The New Shares issued by the Board will be used to settle the
Manager's redelivery obligation under the Share Lending Agreements. 
Upon registration of the share capital increase pertaining to the issuance of
the New Shares, the Company will have a share capital of NOK 7,964,845.60
divided on 79,648,456 shares, each with a nominal value of NOK 0.10.
Completion of the Offering is subject to the Share Lending Agreements being in
full force and effect. 
The Private Placement and the Retail Offering represents a deviation from the
pre-emptive rights of the existing shareholders of the Company under the
Norwegian Public Limited Companies Act. When resolving the issuance and
allocation of shares in the Offering, the Board considered this deviation and
the equal treatment obligations under the Norwegian Public Limited Companies
Act. The Board is of the opinion that there are sufficient grounds to deviate
from the pre-emptive rights and that the Offering is in compliance with the
equal treatment requirements. By structuring the transaction as a private
placement and through the Retail Offering, the Company was able to raise capital
in an efficient manner, with a lower discount to the current trading price and
with significantly lower completion risks compared to a rights issue. On the
above basis, the Board has concluded to not carry out a subsequent offering.
Lastly, it has been emphasized that the Retail Offering has provided an
opportunity for existing shareholders who were not able to participate in the
Private Placement to participate in the equity injection, thereby promoting
broader shareholder participation. 
***
DISCLOSURE REQUIREMENT
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements in section
5-12 of the Norwegian Securities Trading Act. 
The stock exchange announcement was published by Eleanor Gilbane, general
counsel, at the time and date stated above in this announcement. 
***
ADVISORS 
Arctic Securities AS acts as Manager and Roth Capital Partners, LLC acts as
financial advisor for the Private Placement.
Advokatfirmaet Schjødt AS acts as legal advisors to the Company. 
***
CONTACT INFORMATION
For further information, please contact: 
William J. (John) Berger, Chief Executive Officer Email: w.john.berger@otovo.com

***
ABOUT OTOVO
Otovo is an AI-Native home and business energy services company in Europe and
the United States. We combine real-time equipment monitoring, rapid repairs,
dependable power supply, and grid participation into a single, seamless
service-delivering maximum service at a minimal cost. Endurance, Otovo's
industry-leading AI platform, continually monitors installed equipment in homes
and businesses, optimizes the entire service process from problem detection to
resolution, and coordinates repairs around the clock. "Your Power, Backed by
Ours." Otovo is listed on the Euronext Oslo Stock Exchange under the ticker
OTOVO. Visit us at https://otovo.ai/.
***
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 "U.S.
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 U.S. 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 U.S. 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
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 the European
Parliament and of the Council of 14 June 2017 as amended (together with any
applicable implementing measures in any Member State). 

In the United Kingdom, this communication is only addressed to and is only
directed at persons  who are "qualified investors" as defined in paragraph 15 of
Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and
who are: (i) persons having  professional experience  in matters relating to
investments falling within the Article19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"): or
(ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order; or (iii) such other persons to whom it otherwise lawfully be communicated
(all such persons being "Relevant Persons"). Securities issued by the Company
are only available to, and any invitation, offer or agreement to purchase
securities will be engaged in only with, 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. 

In Israel, this communication is only addressed to and is only directed at
"Qualified Investors" within the meaning of the First Schedule to the Israeli
Securities Law, 5728-1968. The securities have not been and will not be offered,
sold or distributed in Israel to any person or entity other than to "Qualified
Investors". 
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 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 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. 
Neither the Manager nor any of its 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 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 
iliates 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 \