Otello Corporation ASA

Proxy Solicitation & Information Statement • Jan 7, 2021

RECOMMENDATION FROM THE NOMINATION COMMITTEE TO VOTE "NO" TO SAND GROVE'S PROPOSAL

RECOMMENDATION FROM THE NOMINATION COMMITTEE TO VOTE "NO" TO SAND GROVE'S PROPOSAL

We refer to Sand Grove Capital Management LLP's ("Sand Grove") proposal to

replace the Chairman of the Nomination Committee before the expiration of his

term at the extraordinary general meeting it has requested on 15 January 2021.

The Committee does not support this proposal.

The Nomination Committee is of the opinion that the company's largest

shareholder, Sand Grove, should as a principle be represented in the Nomination

Committee. As a result, the current chairman of the Committee has several times,

both before and after Sand Grove's failed extraordinary general meeting in

September, offered its seat to Sand Grove before the next ordinary general

meeting on the condition that Sand Grove would not call a third extraordinary

general meeting to make changes to the board before the ordinary shareholders

meeting in June 2021. Unfortunately, Sand Grove has been unwilling to make such

a commitment, and as a result, the Committee does not see this election as an

election to replace the Chairman of the Nomination Committee but an election to

make one or more replacements on the board, including its Chairman.

In the Nomination Committee's opinion, it is concerning that the company's

largest shareholder chooses not to follow and respect the rules of good

corporate governance but, instead chooses to create unnecessary uncertainty and

distractions for the company, management and board by repeatedly calling for

extraordinary general meetings.

The Committee therefore requests that all shareholders who believe that good

governance promotes long-term value creation vote against Sand Grove's proposal.

The Committee would be surprised if the shareholders support Sand Grove's

current proposal without Sand Grove publicly confirming that it will not propose

changes to the board until the ordinary shareholders meeting in June 2021 after

the Nomination Committee conducts a thorough and comprehensive evaluation of the

company and board's needs.

The Nomination Committee is of the opinion that unless there are extraordinary

circumstances, changes to the board should not be made in the middle of board

members terms. No such circumstances exist at this time.

In Nomcom's view, agreeing to not call a third meeting to change the board is in

the best interests of the company and creates as little noise for management as

possible. Both management and the board need time to work without distraction to

continue the very good developments in Adcolony as well as the Bemobi IPO

preparation and focus on other important processes. Lars Boilesen is stretched

on time as the CEO of Otello given the very many important processes being

conducted now, and the last thing he and the company needs now is to use time to

onboard a new Chairman, that we even do not know how well they will work

together. It is our clear understanding and observation that the CEO and current

Chairman works very well together to the best of all shareholders, which is

clearly demonstrated through the last Company update on December 21st 2020. The

work that management and the board is doing is leading to real value creation.

The stock is doing much better, up 75% since the last extra ordinary general

meeting, and we should let the Board and management continue their efforts at

least until the ordinary meeting in June 2021 and beyond.   We also think that

changing board members in the middle of their term will take away management's

focus from what is important. There is a saying - never change a winning team.

The Nomination Committee would like to remind the Otello shareholders that all

of the Nomination Committees members were elected at the ordinary shareholders

meeting in June 2019 for a term of two years. The ordinary shareholders meeting

in June 2020 and the extraordinary shareholders meeting called by Sand Grove

just a few months ago, de facto reaffirmed their election. The Nomination

Committee would also like to remind the shareholders that Sand Grove proposed

changes to the board at the same extraordinary general meeting in September,

which also failed to achieve shareholder support.

Nothing has changed since Sand Grove's last general meeting to warrant the

replacement of any of the Committee members or any board members, especially not

before they are up for reelection at the upcoming ordinary shareholders meeting

in June this year. Rather, what has happened since Sand Grove's failed general

meeting is the company has demonstrated significant success and stock price

development while executing on the current board's strategy, where Sand Grove

already has a board seat.

Instead of choosing to give the management and board the necessary space to

continue working and building on this momentum, Sand Grove has called for its

second extraordinary general meeting which it claims is necessary "to safeguard

the interest of all of the shareholders" without providing information about how

its proposal does this.

In the Nomination Committee's opinion, changing a winning team will never

safeguard the interests of all shareholders. Rather, calling yet another

extraordinary general meeting to "give it another go" is an unnecessary

distraction that takes away management focus who should be allowed to have all

of their attention on the continued growth and success of the company. Calling a

third extraordinary meeting after this one to once again propose unnecessary,

premature changes to the board disrespects basic corporate governance and

company decision making and will create even more uncertainty and further

distract management and the board, thereby putting the company's current success

even more at risk.

The Nomination Committee's role is to propose board members and their

remuneration to the shareholders meeting. The Committee has never received any

proposals from Sand Grove for changes to the current board in the company, and

this is despite the fact that Sand Grove has been represented in the board and

is aware how the board works and should know that they, like all shareholders,

have the right to propose board members to the Committee for their evaluation.

The Nomination Committee takes this opportunity, therefore, to recommend to Sand

Grove that rather than requiring the company to hold multiple distractive

extraordinary general meetings, Sand Grove should work through the proper

corporate governance channels by making constructive proposals to the

shareholder-elected committees to be addressed in due course at the ordinary

shareholders meeting in June 2021.

The Nomination Committee therefore recommends that the shareholders vote "No" to

Sand Grove's proposal so that the current Nomination Committee continues until

the election at the ordinary shareholder meeting in June of 2021.

Oslo, 07.01.21

Members of the Nomination Committee

Jakob Iqbal                                         Kari

Stautland                                   Nils A. Foldal

Chairman