UP TO NOK 1.1 BN OF DEBT AND NOK 200M EQUITY FINANCING FULLY GUARANTEED AT NOK 19.88 PER SHARE

• DEBT: EUR 50 million + EUR 50 million (in total NOK 1,100 million) in committed and uncommitted accordion debt financing respectively from DNB Bank ASA (“DNB”) and Sparebank 1 SR-bank ASA (“Spb 1 SR-bank”) enabling the construction of a total of 12.500 solar subscription assets
• EQUITY: Fully guaranteed equity issue of NOK 200 million. The private placement is fully guaranteed by the company’s largest shareholder, AxSol AB, at NOK 19.88 per share. Nysnø Klimainvesteringer, Agder Energi Invest and OBOS, together with Axsol AB have indicated to participate with their pro-rata share
• The debt financing deal is one of the largest ever residential solar company financing packages in Europe, secured in a challenging capital market.
• When the financing is fully utilized, Otovo’s subscription asset portfolio will have a value of NOK 2.0 billion and consist of approximately 80-105 MW of solar power and battery assets .

– With 12.000 solar subscription assets, Otovo will own and operate a very large distributed power plant. In fact it will be equivalent to some of the largest solar power plants in Europe. We will continue to build increasingly more in the years to come, and provide Europe with significant amounts of the green power that is crucially needed to overcome the power shortage and environmental crises we are in, says Andreas Thorsheim, CEO and founder of Otovo.

NEW FINANCING FACILITY

Reference is made to the stock exchange announcement published by Otovo ASA ("Otovo" or the "Company") on 23 December 2022 regarding the refinancing of the Company's subscription asset special purpose vehicle. The Company is pleased to announce the Company has secured committed financing for EUR 50 million (approx. NOK 550 million) revolving credit facility (“RCF”) with EUR 50 million (approx. NOK 550 million) uncommitted accordion option from a bank consortium consisting of DNB and Spb1 SR-Bank. The financing facility will replace the Company’s existing facility and enable future growth in the subscription business.

- Otovo’s mission to put solar panels on roofs and batteries into homes across Europe represents a good and concrete example of renewable solutions which contribute to the green shift. DNB will be a driving force for sustainable transition by financing and facilitating sustainable activities worth NOK 1 500 billion by 2030. We are happy to support Otovo in their mission, which will provide easier access to renewable energy for individuals across Europe, says Trine Loe, EVP Future & Tech Industries in Corporate Banking in DNB.

– We have a stated ambition of a substantial increase in financing sustainable activities before 2030. The partnership with Otovo is an important step to achieve this ambition and shows how Norwegian banks can take a leading position in supporting the energy transition, says Tore Medhus, director of large corporates in Spb1 SR-bank.

– We are very pleased with partnering with DNB and Spb1 SR-bank. Following a thorough process they presented an offer which is a substantial improvement from the current facility. This shows the lenders’ commitment to supporting Europe’s energy transition, the generational battle of our time. The new financing is a natural step in increasing the capital efficiency of our financial framework as we continue to grow our subscription business, adds Thorsheim.

PRIVATE PLACEMENT

To be able to utilize the potential of the new financing facility to grow Otovo’s subscription business, the Company also announces an equity issue (the "Private Placement") to raise NOK 200 million. The Private Placement is fully guaranteed by the Company's largest shareholder, Axel Johnson AB through its solar investment arm AxSol AB (“AxSol”), at NOK 19.88 per share who also intends to subscribe for at least its pro-rata share of the Private Placement.

– AxSol looks forward to supporting Otovo's continued growth journey. Otovo's strong team, the structural growth of solar and power storage, and the company's proven track record in quickly gaining traction in new markets, strengthens our confidence in their potential to become a European market leader, says Johan Bergström, CEO of AxSol.

With this milestone, we have done what we said we would do. First, we were going to prove we could build our subscription portfolio, and that has been proven beyond doubt. Then we had to prove that we could get financing. We raised equity to finance our subscription portfolio in 2019, and have continued to increase our leverage since then. Now, all that remains is to prove that we can monetize the portfolio - so we will be rolling up our sleeves to do that next, Thorsheim remarks

UPLISTING TO OSLO STOCK EXCHANGE MAIN LIST

Reference is made to the stock exchange announcement published by the Company on December 9th 2022. The Company reiterates the intention to uplist within the 12 month ambition communicated by the Board of Directors on February 17th 2022. The uplisting will be delayed until February 2023 due to the equity issue. The Company is well advanced in preparing a prospectus supplement that will be published following approval by the Financial Supervisory Authority of Norway, and expects to submit its listing application and have the shares in the Company admitted to trading on the main list in February 2023.

DETAILED INFORMATION ON THE NEW FINANCING FACILITY

The Company has received committed bank financing of a total up to EUR 50m from a syndicate consisting of DNB and Spb1 SR-Bank. The loan agreement was signed yesterday. The committed financing will mature in 2 years (+ 1 year extension option), and includes an available limit of EUR 50m. In addition, the agreement includes an uncommitted accordion option of up to EUR 50m. The bank financing may be drawn down for up to 75% of the ticket size (price the customer would have paid if buying as a direct purchase) in Norway, Sweden and Germany and 60% in all other jurisdictions where Otovo is present. The 3-month EURIBOR will serve as reference rate for the committed facility, with an interest rate margin of 350 bps p.a.

The financing facility is subject to customary financial covenants for the subscription SPV including equity ratio (>30%), loan-to-value (<80%), interest coverage ratio (> 1.2x) and liquidity runway of more than 3 months (each quarter date).

DETAILED INFORMATION ON THE PRIVATE PLACEMENT

The board of directors (the "Board") of the Company has today resolved to propose that the Company carries out a share capital increase by way of a Private Placement, to raise gross proceeds of NOK 200 million. The Private Placement will be conducted after close of trading on the Oslo Stock Exchange today, 25 January 2023. The subscription price in the Private Placement will be set by the Board, in consultation with the Manager (as defined below), following an accelerated bookbuilding for the Private Placement. The Private Placement will be subject to approval by an extraordinary general meeting of the Company.

The Company’s largest shareholder AxSol 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 full subscription of the Private Placement at a price of NOK 19.88 per share. AxSol will not receive fees related to the guarantee, but provided and based on an application for offer shares by AxSol at or above the offer price, AxSol will (i) be guaranteed allocation of offer shares at the offer 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. 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 timeline and the detailed terms of the Private Placement will be announced in a separate stock exchange announcement, expected to be published on 16:30 CET on 25 January 2023.

Following completion of the Private Placement, the Board will consider a subsequent offering of new shares (the “Subsequent Offering”) to shareholders not allocated shares in the Private Placement. 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 VPS on 27 January 2023, who (i) were not included in the wallcrossing phase of the Private Placement and (ii) are not allocated shares in the Private Placement, and who 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 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 a prospectus regarding, inter alia, the Subsequent Offering.

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 book building process and thus reflecting market pricing of the shares, with a minimum price of NOK 19.88 according to the 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.

Based on overall where inter alia the above factors 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, acts as manager for the Private Placement and the potential Subsequent Offering (the "Manager"). Advokatfirmaet Thommessen AS is acting as legal advisor to Otovo in relation to the Private Placement and the potential Subsequent Offering.

Please see the attached presentation for a summary of the new financing for the subscription business.

For further queries, please contact:

Andreas Thorsheim, Chief Executive Officer

Phone: +47 93 06 51 78

Petter Ulset, Chief Financial Officer
Phone: +47 93 60 26 43

Mathilde Hellenes, Vice President Communications

Phone: +47 45 67 82 55