INSTABANK ASA NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA ,CANADA ,JAPAN ,HONG KONG ORTHE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Commencement of subscription period for subsequent offeringOslo ,12 June 2023 : Reference is made to the stock exchange announcements made byInstabank ASA (the "Company" or "Instabank ") on4 May 2023 regarding the successful placing of a private placement in the Company raising gross proceeds of approximatelyNOK 70,000,000 (the "Private Placement") and a potential subsequent offering of up to 6,687,898 new shares in the Company (the "Subsequent Offering") and the stock exchange announcement made byInstabank on5 June 2023 regarding the board of directors' resolution to carry out the Subsequent Offering. The Subsequent Offering consists of an offer by the Company to issue up to 6,687,898 new shares (the "Offer Shares "), each with a nominal value ofNOK 1.00 , at a Subscription Price ofNOK 1.57 per Offer Share, being equal to the subscription price in the Private Placement. Subject to allOffer Shares being issued, the Subsequent Offering will result in approximatelyNOK 10,500,000 in gross proceeds to the Company. The subscription period for the Subsequent Offering will commence today,12 June 2023 , at 09:00 hours (CEST) and expire on23 June 2023 at 16:30 hours (CEST) (the "Subscription Period"). The shareholders of the Company as of4 May 2023 (being registered as such in Euronext VPS, theNorwegian Central Securities Depository (the "VPS") on8 May 2023 pursuant to the VPS' standard two days' settlement procedure (the "Record Date")), who (i) were not allocated shares in the Private Placement, (ii) were not participating in the confidential pre-sounding process prior to launch of the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other thanNorway and any other jurisdiction(s) decided by the board of directors) require a prospectus, registration document or similar action, (such eligible shareholders collectively referred to herein as the "Eligible Shareholders"), will be granted non-tradeable subscription rights (the "Subscription Rights") that, subject to applicable law, give a right to subscribe for and be allocatedOffer Shares in the Subsequent Offering at the Subscription Price. The Subscription Rights will be registered on each Eligible Shareholder's VPS account. The Eligible Shareholders will be granted 0.098469 Subscription Rights for each existing share in the Company registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for and be allocated one (1) share in the Subsequent Offering. Over-subscription will be permitted. Subscription without Subscription Rights will not be permitted. Further information about the Subsequent Offering and the subscription procedures is included in the prospectus prepared for offering ofOffer Shares to Eligible Shareholders in the Subsequent Offering. The Prospectus has been registered with theNorwegian Register ofBusiness Enterprises and is available at the Company's website and at www.paretosec.com/transactions. The Prospectus is a national prospectus (Nw. nasjonalt prospekt) and neither theFinancial Supervisory Authority of Norway (Nw. Finanstilsynet) nor any other public authority has carried out any form of review, control or approval of the Prospectus. The Prospectus does not constitute an EEA-prospectus, as defined in section 7-1 of the Norwegian Securities Trading Act. The Subscription Rights must be used to subscribe forOffer Shares prior to expiry of the Subscription Period on23 June 2023 at 16:30 hours (CEST). Subscription Rights that are not used to subscribe forOffer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The payment date for the Offer Shares is on or about28 June 2023 . Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, the issuance and delivery of the Offer Shares pertaining to the Subsequent Offering is expected to be completed on or about5 July 2023 . The Offer Shares are expected to commence trading on Euronext Growth Oslo on or about5 July 2023 .Pareto Securities AS is acting as manager ("Manager") in the Subsequent Offering.Advokatfirmaet Thommessen AS is acting as legal advisor toInstabank in relation to the Subsequent Offering. For further information, please contact:Robert Berg , CEO +47 974 85 610Per Kristian Haug , CFO +47 952 38 717 AboutInstabank ASA :Instabank is a Norwegian digital bank with offices inOslo, Norway and has been operating since 2016. The Company operates inNorway ,Finland andSweden , offering competitive savings, insurance, point of sales (POS) financing, credit cards, mortgages and unsecured loan products to consumers who qualify after a credit evaluation. The bank's products and services are distributed to agents, retail partners and directly on the bank's website and mobile app. At the end of Q1-23,Instabank had 42 full-time and 11 part-time employees.Instabank is listed on Euronext Growth Oslo at Oslo Børs, with ticker INSTA. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Important notice: The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None ofPareto Securities AS or any of its respective affiliates or any of its respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company. Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or fromthe United States (including its territories and possessions, anyState of the United States and theDistrict of Columbia ),Australia ,Canada ,Japan ,Hong Kong ,South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not an offer for sale of securities inthe United States . The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act, and may not be offered or sold inthe United States absent registration with theU.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of theU.S. Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any securities referred to herein inthe United States or to conduct a public offering of securities inthe United States . The securities offered in the Subsequent Offering are offered on the basis of the Prospectus prepared by the Company dated5 June 2023 , which is available as described above. Investors in the Subsequent Offering should not subscribe for any securities in the Subsequent Offering except on the basis of the Prospectus. 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 theEuropean Parliament and of the Council of14 June 2017 (together with any applicable implementing measures in any Member State). This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of theEuropean Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. This announcement is made by, and is the responsibility of, the Company. The Manager and its respective affiliates are acting exclusively for the Company and no-one else in connection with the Subsequent Offering. The Manager will not regard any other person as its respective clients in relation to the Subsequent Offering and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Subsequent Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Subsequent Offering, the Manager and any of its respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Subsequent Offering or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of their respective affiliates acting as investors for their own accounts. The Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. 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", "aim", "expect", "anticipate", "intend", "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 believes 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
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