Otello Corporation ASA

AGM Information • Dec 16, 2020

WIKBORG ^I REIN

Otello Corporation ASA Att.: Chairman ofthe board ofdirectors, Andre Christensen Gjerdrums vei 19 0484 Oslo, Norway

Sent by post and by email to: andre@christensen.ac Copy sent to: jho@otellocorp.com

Our ref.: 540496-001 Partner in charge: Ole Henrik Wille Oslo, IS December 2020

Sand Grove Capital Management LLP ^I Request for new extraordinary general meeting in Otello Corporation ASA

Reference is made to the request regarding election of new board ofdirectors in Otello Corporation ASA (the "Company") submitted by Sand Grove Capital Management LLP (acting as Investment Manager to Sand Grove Opportunities Master Fund Ltd and Sand Grove Tactical Fund LP) ("Sand Grove"), on 4 August 2020 and the general meeting held on 4 September 2020.

We represent Sand Grove Capital which currently owns 39,383,953 shares in the Company, equivalent to approximately 28.44 % ofthe Company's share capital.

Sand Grove is still ofthe opinion that certain changes to the Company's nomination committee are necessary in order to safeguard the interest of all ofthe shareholders ofthe Company. Consequently, on behalf of Sand Grove and in accordance with section 5-7 (2) of the Norwegian Public Limited Liability Companies Act (the "Companies Act"), we hereby request that the board of directors calls for a new extraordinary general meeting in the Company to resolve upon the following matters:

• 1) Opening ofthe meeting by the chairman ofthe board and registration of attending shareholders
• 2) Election of ^a chair ofthe meeting and ^a person to co-sign the minutes
• 3) Approval ofthe notice and the proposed agenda
• 4) Election ofnew chairman ofthe nomination committee

As opposed to the request of4 August 2020, the general meeting pertaining to this request is only asked to elect a new chairman ofthe nomination committee.

With respect to item 4) above, please find attached (a) the resolutions to be presented to the extraordinary general meeting as proposed by Sand Grove and (b) a presentation prepared by Sand Grove regarding the background for the request.

We kindly note that pursuant to section 5-7 (2) of the Companies Act, the Company's board of directors is obliged to call for the aforementioned general meeting, and that the general meeting shall be held no later than one month after the date ofthis request. Enquiries relating to this request can be directed to the undersigned by email to owi@wr.no or phone +47 911 01 741.

Yours sincerely, N ADVOKATFIRMA AS

Wikborg Rein Advokatfirma AS . International Law Firm

Oslo Dronning Mauds gate ¹¹ · PO Box ¹⁵¹³ Vika. N0-0117 Oslo · Tel +47 ^{22 82 75 00} · Org. No. NO ^{916 782 195} MVA · oslo@wr.no · www.wr.no

Bergen Tel +47 55 21 52 00 bergen@wr.no

London Tel +44 20 7367 0300 london@wr.no

Singapore Tel +65 6438 4498 singapore@wr.no

Shanghai Tel +86 21 6339 0101 shanghai@wr.no

Appendix ^I Proposed resolution to the extraordinary general meeting (Norwegian and English version)

VEDLEGG ^I FORSLAG TIL BESLUTNING

SAK 4: VALG AV NY LEDER FOR NOMINASJONSKOMITEEN

Det vises til Selskapets børsmelding av 5. august 2020 om kravet fra Selskapets aksjeeier, Sand Grove Capital Management LLP ("Aksjeeieren"), om å kalle inn og avholde en ekstraordinær generalforsamling for å vedta endringer ⁱ styrets og nominasjonskomiteens sammensetning. Videre vises det til børsmeldingen av 4. september 2020 om utfallet av generalforsamlingen.

Aksjeeieren er fremdeles av den oppfatning at det er nødvendig med enkelte endringer ⁱ Selskapets nominasjonskomite for å ivareta interessene til samtlige av Selskapets aksjeeiere.

Aksjeeieren foreslår at Simon Davies velges som ny leder av Selskapets nominasjonskomite, og at sittende leder Nils A. Foldal fratrer sin stilling med umiddelbar virkning. Informasjon om den foreslåtte nye lederen av nominasjonskomiteen følger vedlagt innkallingen.

Aksjeeieren foreslår at generalforsamlingen treffer følgende beslutning:

Simon Davies velges som leder av Selskapets nominasjonskomite. Nils A. Folda/fratrer sin stilling som leder av Selskapets nominasjonskomite med umiddelbar virkning.

APPENDIX ^I THE PROPOSED RESOLUTION

ITEM 4: ELECTION OF NEW CHAIRMAN OF THE NOMINATJON COMMITTEE

Reference is made to the Company's stock exchange announcement of ⁵ August ²⁰²⁰ pertaining to the request by the Company's shareholder Sand Grove Capital Management LLP (the "Shareholder") to convene and hold an extraordinary general meeting to discuss a new composition ofthe board ofdirectors and the nomination committee. Further reference is made to the announcement of ⁴ September ²⁰²⁰ on the results ofthe general meeting.

The Shareholder is still ofthe opinion that certain changes to the Company's nomination committee are imperative to safeguard the interests ofall shareholders ofthe Company.

The Shareholder proposes that Simon Davies is elected as new chair ofthe. Company's nomination committee. Simultaneously, it is proposed that the chair in office Nils A. Foldal resigns from his position with immediate effect. Information on the proposed new chairman is attached to this notice.

The Shareholder proposes that the general meeting passes the following resolution:

Simon Davies is elected as chairman ofthe Company's nomination committee. Nils A. Folda/ resignsfrom his position as chairman ofthe Company's nomination committee with immediate effect.

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Appendix ^{1 I} Resume

TIL SAK 4: VALG AV NY LEDER FOR NOMINASJONSKOMITEEN/ TO ITEM 4: ELECTION OF NEW CHAIR OF THE NOMINATION COMMITTEE

Simon Davies

Simon Davies is the Founder and CIO of Sand Grove Capital Management LLP. He has been investing since 1996 and is responsible for overseeing all portfolio decisions. Prior to forming Sand Grove in 2014, Simon was at Cheyne Capital for ¹¹ years where he was the head Portfolio Manager of the Event Driven division from 2009, responsible for the investment decisions and track records of multiple funds during this time, and had a mandate to invest in corporate securities across the capital structure. From 2000-2002 he was a Vice President at Centaurus Capital focusing on equity and credit event driven investing. Simon began his career at Commercial Union in 1996 as an Analyst focusing on telecoms, media and leisure. He later became a long only Portfolio Manager and managed a £2 billion portfolio of UK equities, at what later became Aviva investors. He graduated in 1995 with a BA (Hons) in Pure Mathematics from Oxford University and has passed the Institute of Investment Management and Research exams.

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