Otovo ASA: Contemplated private placement, retail offering and secondary sale

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.

Oslo, 2 July 2026: Otovo ASA (the "Company" or "Otovo") hereby announces a
contemplated private placement to raise gross proceeds of the NOK equivalent of
between USD 6 and 10 million (the "Private Placement") by issuance of new shares
in the Company (the "New Shares"). The Company has engaged Arctic Securities AS
as sole manager and bookrunner in the Private Placement (the "Manager"). Roth
Capital Partners, LLC has been appointed as the Company's financial advisor in
connection with the Private Placement.
In connection with the Private Placement, an existing shareholder of the Company
(the "Selling Shareholder") will offer up to 453,908 existing shares (the "Sale
Shares") in the Company (the "Secondary Sale" and together with the Private
Placement, the "Offering").

In addition to the Private Placement, the Company will conduct a separate
offering directed at retail investors (the "Retail Offering", and the New Shares
issued thereunder, the "Retail Offer Shares" and together with the New Shares
and the Sale Shares, the "Offer Shares") to raise gross proceeds of up to the
NOK equivalent of EUR 1 million, subject to applicable exemptions from
prospectus requirements, to be facilitated through Nordnet Bank AB ("Nordnet")
and made through its facilities. Application period for the Retail Offering
commences at 16:30 (CEST) on 2 July 2026 and will run until 21:00 (CEST) on 2
July 2026 (the "Retail Application Period"). 

The net proceeds from the Private Placement will primarily be used to fund the
contemplated acquisition of Green Panel Solar Energy Systems Ltd. ("Green Panel"
and the "Green Panel Transaction") and general corporate purposes.
In the event that the contemplated acquisition of Green Panel is not completed,
for any reason, following completion of the Private Placement, the net proceeds
from the Private Placement allocated for the Green Panel Transaction may be
applied towards the other purposes, including general corporate purposes.
An updated company presentation is available at the Company's website.
A reference is also made to the press release dated 28 May 2026 where the
Company announced an LOI to acquire SunSystem Technology, LLC (SST). Signing of
definitive agreements and closing on the terms previously announced is expected
to occur shortly, subject to satisfaction of conditions precedent. No guarantees
can be made the closing will occur, and an update will be made to the market as
and when available.

TIMELINE AND DETAILED TERMS OF THE PRIVATE PLACEMENT
The bookbuilding period for the Private Placement commences today, on 2 July
2026 at 16:30 hours (CEST) and will end on 3 July 2026 at 08:00 hours (CEST)
(the "Bookbuilding Period"). The Company reserves the right, after consultation
with the Manager, to at any time and in its sole discretion to close or extend
the Bookbuilding Period or to cancel the Private Placement in its entirety for
any reason and without notice. If the Bookbuilding Period is shortened or
extended, the other dates referred to herein may be changed correspondingly.
The offer price in the Offering is fixed at NOK 11.50 (the "Offer Price"). The
final number of Offer Shares to be issued and Sale Shares to be sold will be
determined by the Company's Board and the Selling Shareholder, respectively, in
consultation with the Manager (as defined below), on the basis of a bookbuilding
process. The Selling Shareholder reserves the right, at its own discretion, to
amend the number of shares sold, or to sell no shares at all in the Secondary
Sale. If the demand in the Offering is satisfactory, the Selling Shareholder may
sell its entire shareholding in the Company.

The Offering 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.

The final number and allocation of Offer Shares to be issued will be determined
by the Board in consultation with the Manager following the Bookbuilding Period.
The New Shares (including the Retail Offer Shares) will be issued pursuant to
the authorization to issue new shares (the "Board Authorization") granted by the
annual general meeting of the Company held on 15 May 2026. 

Listing of the New Shares (including the Retail Offer Shares) on Euronext Oslo
Børs will require a listing prospectus (the "Prospectus"), subject to approval
by the Financial Supervisory Authority of Norway. The Prospectus is expected to
be approved during Q3 2026. As such, the New Shares (including the Retail Offer
Shares) will be issued on a separate, unlisted ISIN and will be redelivered to
the Share Lenders (as defined below) pursuant to the Share Lending Agreements
(as defined below). 

Settlement is expected to take place on or about 7 July 2026. The Private
Placement 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 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 (including
Retail Offer Shares) 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. As such, the investors allocated Sale Shares will
receive tradable shares upon delivery. 
The settlement date remains subject to any shortening or extension of the
Bookbuilding Period and the satisfaction of the Conditions (as defined below).

The share capital increase pertaining to the Private Placement is expected to be
registered with the Norwegian Register of Business Enterprises on or about 14
July 2026. The new shares to be issued by the Board will be used to settle the
Manager's redelivery obligation under the Share Lending Agreements. 
The allocation of Offer Shares will be carried out at the Board's discretion,
based on criteria such as (but not limited to) perceived investor quality,
existing ownership in the Company, price leadership, timeliness of an
application, early indication, relative order size, sector knowledge, investment
history and investment horizon. The Board may, at its sole discretion, reject
and/or reduce any applications. There is no guarantee that any applicant will be
allocated Offer Shares.

The completion of the Private Placement is subject to (i) a resolution by the
Board to consummate the Private Placement and allocate the Offer Shares, (ii) a
resolution by the Board to issue the New Shares (including the Retail Offer
Shares) pursuant to the Board Authorization, and (iii) the Share Lending
Agreements remaining unmodified and being in full force and effect pursuant to
its terms and conditions (jointly the "Conditions"). Completion of the Secondary
Sale is subject to the Selling Shareholder resolving to accept and approve the
Secondary Sale. 

Up until notice of allocation, the Offering may be cancelled by the Company, in
consultation with the Manager, in its sole discretion for any reason. Neither
the Manager nor the Company will be liable for any losses if the Offering is
cancelled, irrespective of the reason for such cancellation. Completion of the
Offering is not conditional upon the completion of the Green Panel Transaction. 

RETAIL OFFERING THROUGH NORDNET
To give retail investors the opportunity to participate on the same terms as
institutional investors, the Company is conducting the Retail Offering in
addition to the Private Placement, facilitated through Nordnet. The Retail
Offering is open to the public in Norway and allows individual investors to
subscribe for new shares at the Offer Price, up to a maximum of the NOK
equivalent of EUR 1 million in aggregate, subject to applicable exemptions from
prospectus requirements and other applicable filing and registration
requirements. 
Applications in the Retail Offering can be made through Nordnet's website from
commencement of the Retail Application Period and must be submitted before the
end of the Retail Application Period. Further information regarding payment and
delivery in respect of the Retail Offering is available at:
www.nordnet.no/aksjer/ipo-emisjon (http://www.nordnet.no/aksjer/ipo-emisjon). 
Information regarding the Retail Offering will be available around 16:45 (CEST)
on 2 July 2026. The Retail Offering will not be carried out if the Private
Placement is not completed. The Private Placement is not conditional on the
Retail Offering. 
Each applicant in the Retail Offering accepts the following by placing an
application through Nordnet's platform: an investment in the Retail Offer Shares
is made solely at the applicant's own risk and is based on the applicant's own
assessment of the Company and the Retail Offer Shares. An investment in the
Retail Offer Shares is only suitable for investors who can afford to lose the
investment amount. No prospectus or other document providing a similar level of
disclosure has been prepared in connection with the Retail Offering.
Allocation of Retail Offer Shares in the Retail Offering will be determined by
the Board at its sole discretion following the expiry of the Retail Application
Period. The Retail Offering is limited to a maximum total amount of the NOK
equivalent of EUR 1 million. Allocations will be reduced at the Board's
discretion should demand exceed this limit.
*** 
LOCK-UP 
The board members who are existing shareholders of the Company and Jackson Leigh
Ventures, LLC, a wholly owned limited liability corporation of, and close
associate to, the Company's CEO, William (John) Berger, have accepted a
three-month lock-up period. The lock-up undertakings are subject to certain
customary exemptions.
***
POTENTIAL SUBSEQUENT OFFERING
The Company may, subject to completion of the Private Placement and certain
other conditions (including among others (i) approval by the Board and, if
relevant, an extraordinary general meeting of the Company and (ii) approval and
publication of a prospectus) propose to carry out a subsequent offering of
shares in the Company (the "Subsequent Offering") which will be directed towards
existing shareholders in the Company as of 2 July 2026 (as registered in VPS two
trading days thereafter), who (i) were not included in the pre-sounding phase of
the Private Placement, (ii) were not allocated shares in the Private Placement,
and (iii) are not resident in a jurisdiction where such offering would be
unlawful or (for jurisdictions other than Norway) would require any prospectus,
filing, registration or similar action.
***
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the New Shares (including the Retail
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, 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. 
Further, the Subsequent Offering, if implemented, will secure that shareholders
eligible to participate in the Subsequent Offering will receive the opportunity
to subscribe for new shares at the same subscription price as the Offer Price 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.
***
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 (John) Berger, Chief Executive Officer Email: [email protected] 
***
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 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 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. 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 any such restrictions.
s 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 any such restrictions.\