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 stock exchange announcements published by Otovo ASA
("Otovo" or the "Company") earlier today regarding the refinancing of the
Company's subscription asset special purpose vehicle and the announcement of a
fully guaranteed share issue (the "Private Placement") and publication of the
Company's Q4 2022 report.  

Otovo has engaged DNB Markets, a part of DNB Bank ASA (the "Manager"), as
manager for the Private Placement of new shares in the Company (the "Offer
Shares") to raise gross proceeds of NOK 200-250 million. Due to significant
indications received throughout the day, the Company has decided to raise up NOK
250 million. The purpose of the Private Placement is to utilize the potential of
the Company's new debt financing and the net proceeds to the Company will be
used to finance further growth in the Company's subscription business in
combination with the new financing facility and other corporate purposes. 

PRE-COMMITMENT AND SUBSCRIPTION GUARANTEE
The Company's largest shareholder Axel Johnson AB through its solar investment
arm AxSol AB ("AxSol") owning approximately 20% of the outstanding shares of the
Company intends to subscribe for at least its pro rata share of the Private
Placement. In addition, the Company has entered into an agreement with AxSol
under which AxSol has guaranteed the subscription of up to NOK 200 million of
the Private Placement at a price of NOK 19.88 per share. AxSol will not receive
fees related to the subscription guarantee, but see below regarding allocation.
AxSol is a close associate of Johan Bergström, member of the Company's board of
directors and primary insider in the Company. 

Further, the Private Placement has received support from existing shareholders
representing in aggregate 27% of the outstanding shares of the Company,
including but not limited to Nysnø Klimainvesteringer, Agder Energi and OBOS,
who have indicated that they will subscribe for approximately NOK 75 million in
the Private Placement. In addition, the Company has received significant
indications of interest from new high-quality investors both in Norway and
internationally. The total indications received is more than NOK 250 million.

TIMELINE AND THE DETAILED TERMS OF THE PRIVATE PLACEMENT
The bookbuilding and application period for the Private Placement commences
today, on 25 January 2023 at 16:30 hours CET, and is expected to close on 26
January 2023 at 08:00 hours CET. The Company, after consultation with the
Manager, reserves the right to at any time and in its sole discretion to close
or extend the bookbuilding and application period or to cancel the Private
Placement in its entirety and for any reason. If the bookbuilding and
application period is shortened or extended, the other dates referred to herein
may be changed correspondingly. 

The subscription price for the Offer Shares (the "Subscription Price") and the
number of Offer Shares to be issued in the Private Placement will be determined
by the board of directors of the Company (the "Board"), in consultation with the
Manager, following completion of the bookbuilding process. Due to the above
mentioned subscription guarantee from AxSol, the Subscription Price will in any
event not be lower than NOK 19.88 per share.

The allocation will be made at the sole discretion of the Board after
consultation with the Manager. Allocation will be based on criteria such as (but
not limited to), subscription guarantee, existing ownership, pre-commitment,
timeliness of the application, price leadership, relative order size, sector
knowledge, perceived investor quality and investment horizon. There is no
guarantee that any potential investor will be allocated shares, however provided
and based on an application for Offer Shares by AxSol at or above the
Subscription Price, AxSol will, due to the subscription guarantee provided, (i)
be guaranteed allocation of Offer Shares at the Subscription Price at least
equal to its pro-rata shareholding in the Company, and (ii) shall, subject to
certain terms and conditions, have the right to be allocated Offer Shares above
its pro-rata share. 

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application amount has been set to the NOK equivalent
of EUR 100,000. The Company may, however, at its sole discretion, allocate
amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from
the prospectus requirements in accordance with applicable regulations, including
the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017) and ancillary regulations, as
implemented pursuant to the Norwegian Securities Trading Act, are available.

Settlement of the Private Placement is expected to be on or about 13 February
2023. The allocated shares will be delivered to the applicant's account with the
Norwegian Central Securities Depository (the "CSD") on a delivery versus payment
("DVP") basis as soon as practicable after full payment has been received and
the Conditions (as defined below) have been met. DVP settlement in the Private
Placement is expected to be facilitated through a pre-funding agreement to be
entered into between the Company and the Manager.

Completion of the Private Placement by delivery of Offer Shares to investors is
subject to (i) the necessary corporate resolutions required to consummate the
Private Placement being made, including the resolution of the Board to complete
the Private Placement, the EGM resolving the share capital increases pertaining
to the issuance of the Offer Shares and authorizing the Board to resolve the
Subsequent Offering (together, the "EGM Resolutions"), and (ii) registration of
the share capital increases pertaining to the issuance of the Offer Shares with
the Norwegian Register of Business Enterprises and the registration of those
Offer Shares in the CSD (together, the "Conditions"). 

AxSol has undertaken to vote in favour of the EGM Resolutions, and investors
that are allocated shares in the Private Placement will also undertake to vote
in favour of the EGM Resolutions at the EGM.

POTENTIAL SUBSEQUENT OFFERING
Following completion of the bookbuilding in the Private Placement, the Board
will consider a subsequent offering of new shares (the "Subsequent Offering"),
including size of such offering, to certain shareholders as detailed below. The
subscription price in any such Subsequent Offering will be equal to the
Subscription Price in the Private Placement. Shareholders of the Company as of
close of trading on 25 January 2023, as recorded in the CSD on 27 January 2023,
who (i) were not included in the wallcrossing phase of the Private Placement,
(ii) were not allocated Offer Shares in the Private Placement, and (iii) 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 ("Eligible Shareholders"), will receive subscription rights in
the Subsequent Offering. 

The subscription period for the Subsequent Offering is expected to commence in
the second half of February 2023 following approval of a securities note and a
registration document supplement to the registration document approved by the
NFSA (Nw.: Finanstilsynet) on 9 December 2022 (the "Prospectus").

The net proceeds from the Subsequent Offering will be applied for general
corporate purposes.

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 about 9 February 2023, authorizing the Board to issue
the new shares in the Subsequent Offering, (iii) the trading price of the
Company's shares exceeding the Subscription Price, and (iv) approval and
publication of the Prospectus.

EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board has
considered the structure of the equity raise in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the rules on equal
treatment under Euronext Growth Rule Book Part II and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment, and the Board is of the opinion that
the transaction structure is in compliance with these requirements. 

The share issuance will be carried out as a private placement in order for the
Company to complete the equity raise in a manner that is efficient and with a
significantly lower risk and a significantly smaller discount to the current
trading price compared to a rights issue. 

The Subscription Price will be set on the basis of a publicly announced
bookbuilding process and thus reflecting market pricing of the shares, with a
minimum price of NOK 19.88 according to the subscription guarantee agreed with
AxSol to protect the Company's shareholders against unexpected results resulting
in high dilution. 

Further, the Subsequent Offering, if implemented, will secure that Eligible
Shareholders will receive the opportunity to subscribe for new shares at the
same subscription price as that applied in the Private Placement. 

On this basis, and based on an assessment of the current equity capital markets,
the Board has considered the proposed transaction structure to be in the common
interest of the Company and its shareholders.

Advisors
DNB Markets, a part of DNB Bank ASA, act as manager for the Private Placement
and the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal
advisor to Otovo in relation to the Private Placement and the potential
Subsequent Offering.

For further queries, 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 Norwegian Securities Trading Act. 

***

About Otovo: 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 in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.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 the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the 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 the European
Parliament and of the Council of 14 June 2017 (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 Qualified 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