Settlement of Tax for Bemobi

Otello announced today that it has elected to change the investment regime for its holding of Bemobi shares from the 4131 regime to the 4373 regime. As a foreign investor in a public company in Brazil, Otello may choose to change its investment regime. The so-called 4373 investment refers to investors resident or domiciled abroad investing in Brazilian financial and capital markets under the rules of CMN Resolution 4373, and are subject to a special tax regime, under which capital gain is subject to 0% withholding tax.

In order to proceed with such change, Otello has now settled the tax on the capital gain based on the difference between the share market price on March 31, 2022 and the tax cost basis (for Otello this would be the original capital contribution). Otello’s tax cost basis for Bemobi was approximately BRL 242 million. Based on the settlement price for Bemobi of BRL 16.43 per share (total value BRL 537,582,833), Otello has paid in full BRL 65,292,003 in tax on the capital gain and IOF (Brazilian tax on financial operations) of BRL 2,042,815 for a total of BRL 67,334,818, approximately $14.4 million.

The withholding tax (WHT) was levied based on progressive rates from 15% to 22.5% according to the capital gain:

            Capital gain up to BRL 5 million: 15% WHT

            Capital gain from exceeding BRL 5 million, but less than BRL 10 million: 17,5% WHT

Capital gain from exceeding BRL 10 million, but less than BRL 30 million: 20% WHT

Capital gain from exceeding BRL 30 million: 22.5% WHT

At the time of the Bemobi IPO which was priced @ BRL 22 per share for Otello’s 32,719,588 shares had a value of BRL 719,830,939, on which Otello recognized a deferred tax liability of approximately $19.67 million based on the progressive tax scheme in Brazil under the 4131 regime.

The settlement and change of investment regime means that any appreciation of the shares after the change would not be subject to further taxes on capital gains or withholding taxes.

Petter Lade, CFO

Phone: +47 91143878

E-mail: [email protected]