Otovo ASA ("Otovo") announces that its fully owned subsidiary EDEA MidCo AS
today has entered into a share purchase agreement with Forte PV S.à.r.l part of
a collective investment scheme managed by Swiss Life Asset Managers for the sale
of its Norwegian and Swedish subscription portfolios. 

The transaction shows significant value creation for Otovo. The cash release is
NOK 77 million at closing and ~NOK 90 million later, and the discount rate, as
used in Otovo's Alternative Performance Measures (APMs), is 5.1% post-tax and
6.4% pre-tax. 

The up to NOK 700 million deal, comprising installations completed and to be
built in the coming months, has a ticket size at portfolio level of NOK 600
million / EUR 52.5 million. At the time of closing, the portfolio will include
all subscription assets originated by Otovo in Norway and Sweden until the end
of August 2023 and be entitled to all cash flows pursuant to these assets. Otovo
continues to enter into new subscription agreements on behalf of the portfolio
companies sold, and has agreed to sell all solar rooftop projects originating in
Scandinavia to the buyer until the end of 2024 on the same terms, with a
possible extension to September 2025 in case of delays in installation. The
final portfolio size is expected to be 3,000-3,500 systems. 

Swiss Life Asset Managers and Otovo have the intention to develop their
partnership in order to comprise assets beyond Scandinavia from 2024 onwards.

*Validation of rooftop solar subscription*

- We are excited to announce this strategic agreement with Swiss Life Asset
Managers. They are a solid partner and an engaged driving force of the energy
transition. This transaction is the first of its kind in Scandinavia and
confirms the attractiveness of rooftop solar as a financial asset class when
done at scale, in addition to its being the fastest growing segment of the
European solar energy buildout, says Andreas Thorsheim, CEO of Otovo.  

- We are happy to announce our acquisition of Otovo's solar subscription
portfolios in Norway and Sweden. This allows our investors to access the
fast-growing market of rooftop solar with an innovative new business model.
Otovo is well positioned across Europe and aims to further scale the platform,
providing a high level of diversification. Moreover, this transaction reflects
our commitment to delivering value to our investors beyond traditional renewable
investments. We look forward to building a strong and long-term partnership with
Otovo and building upon the success of this transaction in order to accelerate
the energy transition, adds Marc Schürch, Head of Renewable Energy of SwissLife
Asset Managers.

The transaction involves the sale of 100% of the shares held by EDEA Midco AS in
its Norwegian and Swedish subsidiaries European Distributed Energy Assets AS
("EDEA NO") and European Distributed Energy Assets AB ("EDEA SE").

- We are grateful for the support of our banks, Sparebank 1 SR Bank ASA and DNB
Bank ASA in both financing the build up of this first generation of solar energy
assets and for their continued commitment to moving the portfolios still in
development to scale, says Thorsheim.

*Deal details*

Following closing of the transaction, EDEA NO and EDEA SE will hold the
ownership to all subscription assets originated by Otovo in Norway and Sweden
until 31 August 2023, and be entitled to all cash flows pursuant to such assets.
Closing is expected to occur in Q4 2023.

The total consideration paid by the buyer at closing is approximately NOK 230
million. The proportion of EDEA MidCo AS's debt that is attributable to EDEA AS
and EDEA AB is NOK 153 million. As part of the transaction NOK 13.6 million will
be withheld pending finalization of the financial license requirement for EDEA
AS. Additionally, NOK 7.3 million will be held in an escrow account in Otovo's
name related to indemnities under the Share Purchase Agreement. 

Furthermore, the parties have entered into an agreement where Otovo shall
continue to enter into new subscription agreements on behalf of EDEA NO and EDEA
SE on a continuous basis until 31 December 2024. The payments for such
subscription agreements shall be based on similar terms as for the initial
transaction. Otovo will continue to be the point of contact for the customers
who will not be experiencing any change in their service. 

SpareBank 1 Markets and DNB Markets are acting as financial advisors and Wikborg
Rein is acting as legal advisor to Otovo in connection with the transaction.

***

Please find attached the link to the webcast that Andreas Thorsheim (CEO) and
Petter Ulset (CFO) will provide on 6 October 2023 at 09:00:
https://my.demio.com/ref/ctQbIF8XhhzTUSo8


***

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 organizes hundreds
of local, high quality and qualified energy installers. Otovo uses its
proprietary technology to analyze the potential of any home and finds the best
price and installer for customers based on an automatic bidding process between
available installers.

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