Otovo ASA — M&A Activity 2021

Nov 24, 2021

All-share offer for EDEA at 67% acceptance - Otovo waives 90% acceptance requirement and extends acceptance period until 26 November

All-share offer for EDEA at 67% acceptance - Otovo waives 90% acceptance requirement and extends acceptance period until 26 November

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

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All-share offer for EDEA at 67% acceptance - Otovo waives the 90% acceptance requirement and extends the acceptance period until 26 November

Reference is made to the announcement by Otovo AS (“Otovo”) on 10 November 2021 regarding the all-share offer (the “Offer”) for all the shares in European Distributed Energy Assets Holding AS ("EDEA"), with an offer period ending on Wednesday 24 November at 16:30 CET.

As of 15:30 CET, 24 November shareholders representing 67.0 % of the shares in EDEA support the offer, of which 48.4% are Eligible Shareholders having accepted the Offer, and the remaining 18.6% is Otovo’s current holdings in EDEA.

As further described below, Otovo has resolved to waive the condition of a minimum of 90% acceptance and will complete the Offer towards the EDEA shareholders having accepted the Offer subject to the other conditions for completion of the Offer being fulfilled (including approval by the general meeting of Otovo). Otovo has also decided to extend the acceptance period for the offer until Friday 26 November at 12:00 CET. No other changes are made to the Offer.

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Otovo is confident that the rationale behind the transaction will be achieved with Otovo owning more than 2/3 of the shares in EDEA and Otovo has therefore decided to waive the minimum 90% acceptance condition.

Depending on the final acceptance level, Otovo and EDEA will consider various strategic alternatives, terms between the companies, and cost levels going forward to align interests and increase growth potential.

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The strategic rationale for the transaction:

• Align shareholder interests

• Expand the total value creation from Otovo’s leasing contracts

• Enable a more suited capital structure in EDEA

• EDEA’s shareholders will continue to benefit from the increased value creation arising from the combined company

• Together, EDEA and Otovo are set to become Europe’s leading solar company

-- 2021 has been a breakthrough year for leasing in European residential solar. Together, EDEA and Otovo established a leasing value proposition that expands the market to households who cannot prioritize limited funds towards green home improvements. We see a strong strategic and industrial rationale to now fully combine EDEA and Otovo. This will accelerate the electrification of Europe, said CEO Andreas Thorsheim of Otovo.

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About the offer

The Offer is a share-for-share exchange offer, where Eligible Shareholders (as defined below) in EDEA are offered 1.7 shares in Otovo (the "Consideration Shares") for each tendered share in EDEA.

Eligible Shareholders are the EDEA shareholders as of 3 November 2021, as appearing in the VPS on 5 November 2021, but excluding any shareholders behind nominee accounts unless Otovo knew the identity of the ultimate shareholder upon launch of the Offer

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The offer document is available on https://investor.otovo.com/, subject to regulatory restrictions. The offer document contains information regarding Otovo, the Consideration Shares, and a description of the main risk related to an investment in Otovo and the Consideration Shares.

SpareBank 1 Markets AS is acting as settlement manager for Otovo in the Offer. Advokatfirmaet Thommessen AS is acting as legal counsel to Otovo.

This information is considered to include inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Anders Rønold on 24 November 2021 at 15.45 CET.

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About Otovo: For homeowners, Otovo is the easiest way to get solar panels on the roof. Otovo is a marketplace that organizes hundreds of local, high-quality, and qualified energy installers. The company 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.

Follow us on investor.otovo.com for reports, financial calendar, contact details, and more.

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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 Otovo. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made.