Otovo ASA: Private placement, retail offering and secondary sale successfully placed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Reference is made to the announcement by Otovo ASA (the "Company" or "Otovo") on 2 July 2026 regarding a contemplated private placement to raise gross proceeds of the NOK equivalent of between USD 6 to 10 million (the "Private Placement") by issuance of new shares in the Company (the "Private Placement Shares") and a retail offering to raise gross proceeds of up to the NOK equivalent of EUR 1 million (the "Retail Offering", and together with the Private Placement, the “Offering”) by issuance of new shares in the Company (the “Retail Offering Shares”, and together with the Private Placement Shares, the "New Shares"), and to the offer from an existing shareholder of the Company (the “Selling Shareholder”) to sell up to 453,908 existing shares in the Company (the “Sale Shares”, and together with the New Shares, the “Offer Shares”) (the “Secondary Sale”). Otovo is pleased to announce that the Private Placement, the Retail Offering and the Secondary Sale have been successfully placed. The Company has allocated a total of 5,046,092 New Shares in the Private Placement and 806,560 New Shares in the Retail Offering, in each case at a subscription price of NOK 11.50 per share (the “Offer Price”), raising aggregate gross proceeds to the Company of approx. NOK 67 million. In addition, the Selling Shareholder has in connection with the Offering resolved on the sale and allocation of a total of 453,908 Sale Shares at the Offer Price, for a total amount of approx. NOK 5.2 million. Taken together, 6,306,560 Offer Shares have been placed at the Offer Price, representing a total transaction size of approx. NOK 72.5 million. The net proceeds from the Offering will primarily be used to fund the contemplated acquisition of Green Panel Energy Systems Ltd (the "Green Panel Transaction") and for general corporate purposes. In the event that the Green Panel Transaction is not completed, for any reason, following completion of the Offering, the net proceeds from the Offering allocated for this transaction may be applied towards general corporate purposes. The following primary insiders and close associates have subscribed for and been allocated Offer Shares at the Offer Price: • Lars Erik Torjussen, chair of the board, has been allocated 16,783 Offer Shares • George Coyle, board member, has been allocated 11,642 Offer Shares. Further details regarding the allocation of Offer Shares to primary insiders and close associates will be released in a separate announcement. The New Shares and the Sale Shares have been allocated by the Company's board of directors (the "Board") and the Selling Shareholder, respectively. The New Shares have been resolved issued by the Board pursuant to the authorization granted by the annual general meeting on 15 May 2026 (the "Board Authorization"). Listing of the New Shares on Euronext Oslo Børs requires a listing prospectus (the "Prospectus") as approved by the Financial Supervisory Authority of Norway and published by the Company. The New Shares will be issued on a separate, unlisted ISIN and will be redelivered to the relevant Share Lenders (as defined below) pursuant to the Share Lending Agreements (as defined below). The New Shares will only become tradeable on Euronext Oslo Børs once the Prospectus has been approved and published, which is expected during Q3 2026. Investors allocated New Shares in the Offering will, however, receive existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs pursuant to the Share Lending Agreements (as further described below). Settlement is expected to take place on or about 7 July 2026. The Offering is expected to be settled on a delivery-versus-payment (“DVP”) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to one or more of the share lending agreements (the "Share Lending Agreements") between the Company, the Manager, and Å Energi Invest AS ("Å Energi"), Jackson Leigh Ventures LLC, a closely associated company to the Company's CEO, William (John) Berger, holding its shares through Citibank N.A as nominee ("JLV"), and EIC Rose Rock Ventures I LP ("EIC"), a closely associated company to board member George Coyle (JLV, Å Energi and EIC are collectively referred to as the “Share Lenders”). Investors allocated New Shares in the Offering will thus receive tradable shares upon delivery. The Sale Shares are existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs. The Secondary Sale is expected to be settled on a DVP basis on or about 7 July 2026. As such, the investors allocated Sale Shares will receive tradable shares upon delivery. The share capital increase pertaining to the Offering is expected to be registered with the Norwegian Register of Business Enterprises on or about 14 July 2026. The New Shares issued by the Board will be used to settle the Manager's redelivery obligation under the Share Lending Agreements. Upon registration of the share capital increase pertaining to the issuance of the New Shares, the Company will have a share capital of NOK 7,964,845.60 divided on 79,648,456 shares, each with a nominal value of NOK 0.10. Completion of the Offering is subject to the Share Lending Agreements being in full force and effect. The Private Placement and the Retail Offering represents a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance and allocation of shares in the Offering, the Board considered this deviation and the equal treatment obligations under the Norwegian Public Limited Companies Act. The Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Offering is in compliance with the equal treatment requirements. By structuring the transaction as a private placement and through the Retail Offering, the Company was able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. On the above basis, the Board has concluded to not carry out a subsequent offering. Lastly, it has been emphasized that the Retail Offering has provided an opportunity for existing shareholders who were not able to participate in the Private Placement to participate in the equity injection, thereby promoting broader shareholder participation. *** DISCLOSURE REQUIREMENT This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Eleanor Gilbane, general counsel, at the time and date stated above in this announcement. *** ADVISORS Arctic Securities AS acts as Manager and Roth Capital Partners, LLC acts as financial advisor for the Private Placement. Advokatfirmaet Schjødt AS acts as legal advisors to the Company. *** CONTACT INFORMATION For further information, please contact: William J. (John) Berger, Chief Executive Officer Email: w.john.berger@otovo.com *** ABOUT OTOVO Otovo is an AI-Native home and business energy services company in Europe and the United States. We combine real-time equipment monitoring, rapid repairs, dependable power supply, and grid participation into a single, seamless service–delivering maximum service at a minimal cost. Endurance, Otovo’s industry-leading AI platform, continually monitors installed equipment in homes and businesses, optimizes the entire service process from problem detection to resolution, and coordinates repairs around the clock. “Your Power, Backed by Ours.” Otovo is listed on the Euronext Oslo Stock Exchange under the ticker OTOVO. Visit us at https://otovo.ai/. *** 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 the Company. 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. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at persons who are “qualified investors” as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments falling within the Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being “Relevant Persons”). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, Relevant Persons. These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.

In Israel, this communication is only addressed to and is only directed at "Qualified Investors" within the meaning of the First Schedule to the Israeli Securities Law, 5728-1968. The securities have not been and will not be offered, sold or distributed in Israel to any person or entity other than to "Qualified Investors". Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.

Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe