Otovo ASA — Share Issue/Capital Change 2021

Jun 4, 2021

Issuance of shares to ISWT earnout beneficiaries and new issuance in employee share purchase program

Issuance of shares to ISWT earnout beneficiaries and new issuance in employee share purchase program

On 11 March 2019, Otovo entered into an agreement for the acquisition of all outstanding shares in the French company ISWT 2.0. Pursuant to the terms of the transaction agreement entered into among the parties certain sellers are entitled to receive an additional consideration of in total EUR 2,500,000, equal to NOK 26,906,290, by satisfaction of certain criteria set out in the transaction agreement (the "Earn Out 2"). The criteria for the Earn Out 2 are now satisfied and 90 per cent of the Earn Out 2 will be delivered as shares in Otovo.

On 4 June 2021 the Otovo Board of Directors resolved to issue 1,185,894 shares under the authorisation given at the company’s general meeting on 16 February 2021, setting off 90 % of the Earn Out 2 obligations. The implicit subscription price was NOK 20.42 determined in accordance with the agreement.

Further, on 4 June 2021 the Otovo Board of Directors resolved to issue 397,776 shares under the authorisation given at the company’s general meeting on 15 December 2020 to new participants in the employee share purchase programme (“ESPP”). The subscription price was calculated based on the most recent transaction volume accounting for 5% of total shares outstanding, equivalent to NOK 16.46, less a discount of 28.92% due to a three year lock-up, giving a subscription price of NOK 11.70.

The following primary insiders have subscribed in the two share issuances:

* Antoine Ebel has subscribed for 17,622 shares at implicit price NOK 20.42 under the Earn Out 2 and 8,547 shares at NOK 11.70 under the ESPP

* Babak Tighnavard has subscribed for 34,188 shares at NOK 11.70 in the ESPP.

* Sara Moe has subscribed for 55,555 shares at NOK 11.70 under the ESPP

The primary insider forms required according to MAR will be published in a separate message.

In addition the following general managers have subscribed for shares in the ESPP:

* Daniel Munnich, GM of Scandinavia has subscribed for 85,470 at NOK 11.70

* Jean Rosado, GM of France has subscribed for 85,470 at NOK 11.70

* Fabio Stefanini, GM of Italy has subscribed for 85,470 at NOK 11.70