Otovo ASA: Private placement 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 March 2026 regarding a contemplated private placement to raise gross proceeds of the NOK equivalent of between USD 15 to 20 million (the "Private Placement") by issuance of new shares in the Company (the "Offer Shares"). The Company is pleased to announce that it has raised NOK 160,827,500 through the issuance of 13,985,000 Offer Shares at a subscription price of NOK 11.50 per Offer Share (the "Offer Price"). The net proceeds from the Private Placement will be used to fund (i) the Company’s acquisition of all shares in Energyaid Inc. (the "Energy Aid Transaction"), as announced by the Company today, (ii) a major OEM partnership, (iii) cost of a potential dual listing in the US, (iv) general corporate purposes. In the event that the Energy Aid Transaction is not completed, for any reason, following completion of the Private Placement, the net proceeds from the Private Placement allocated for this transaction may be applied towards general corporate purposes. The following primary insiders have subscribed for and been allocated Offer Shares in the Private Placement at the Offer Price: • George Coyle, board member, has been allocated 83,217 Offer Shares. • Lars Erik Torjussen, chair of the board, has been allocated 41,608 Offer Shares The Offer Shares have been allocated in two tranches whereby (i) tranche 1 consists of 11,070,520 new shares ("Tranche 1") issued by the Board of Directors pursuant to the authorization granted by the general meeting on 5 December 2025 (the "Board Authorization") and (ii) tranche 2 consists of the remaining 2,914,480 new shares ("Tranche 2"), subject to approval by an extraordinary general meeting of the Company expected to be held on or about 24 March 2026 (the "EGM"). 3,905,623 Offer Shares may be listed on Euronext Oslo Børs without a listing prospectus. Offer Shares in excess of this threshold will require a listing prospectus (the "Prospectus") for admission to trading on Euronext Oslo Børs. Such excess shares will be issued on a separate, unlisted ISIN and will be redelivered to the Share Lender (as defined below) pursuant to the Share Lending Agreement (as defined below). These excess Offer Shares will only become tradeable on Euronext Oslo Børs after approval of the Prospectus by the Financial Supervisory Authority of Norway. The Prospectus is expected to be approved during Q2 2026. Settlement of Tranche 1 is expected to take place on or about 5 March 2026 and settlement of Tranche 2 is expected to take place on or about 26 March 2026. The Offer Shares in both Tranches are 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 a share lending agreement (the "Share Lending Agreement") between the Company, the Manager and Jackson Leigh Ventures LLC, a company closely associated with the Company's CEO, William (John) Berger, holding its shares through Citibank N.A as nominee (the “Share Lender”). Investors allocated Offer Shares in the Private Placement will thus receive tradable shares upon delivery. The settlement dates for both tranches remain subject to the satisfaction of the Conditions (as defined below). The share capital increase pertaining to Tranche 1 and Tranche 2 is expected to be registered with the Norwegian Register of Business Enterprises (the "NRBE") on or about 11 March 2026 and 26 March 2026, respectively. The new shares issued by the Board of Directors in Tranche 1 will be used to settle the Manager's redelivery obligation under Tranche 1 pursuant to the Share Lending Agreement. For Tranche 2, the new shares to be issued by the EGM will be redelivered to the Share Lender following registration of the share capital increase. The Offer Shares in excess of 3,905,623 will be redelivered to the Share Lender under the Share Lending Agreement on a separate, unlisted ISIN, and will only become tradeable on Euronext Oslo Børs once the Prospectus has been approved and published, which is expected during Q2 2026. To issue the Offer Shares in Tranche 1 of the Private Placement, the Board of Directors has resolved to increase the Company's share capital with in total NOK 1,107,052 by the issuance of 11,070,520 new shares pursuant to the Board Authorization. Upon registration of the share capital increase pertaining to the issuance of Offer Shares in Tranche 1 of the Private Placement, the Company will have a share capital of NOK 6,420,960.10 divided on 64,209,601 shares, each with a nominal value of NOK 0.10. Settlement of Trance 1 is subject to the Share Lending Agreement being in full force and effect. Completion of Tranche 2 is subject to (i) settlement of Tranche 1, (ii) a resolution by the EGM to issue the Offer Shares pertaining to Tranche 2, and (iii) the Share Lending Agreement being in full force and effect (jointly, the “Conditions”). Tranche 2 will be cancelled if the Conditions are not satisfied. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed. The Private Placement 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 Private Placement, the Board of Directors considered this deviation and the equal treatment obligations under the Norwegian Public Limited Companies Act. The Board of Directors is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement is in compliance with the equal treatment requirements. By structuring the transaction as a private placement, 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. Taking into consideration that the Offer Price is equal to the closing price of the Company's shares on Euronext Oslo Børs today, the Board has concluded to not carry out a subsequent offering. Shareholders who wish to limit the dilutive effect of the Private Placement will hence have the possibility to acquire new shares in the market at a price equal to the Offer Price.

*** 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: john.berger@otovo.com Andreas Thorsheim, Chief Product Officer Email: athornor@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. 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 any such restrictions.