Instabank — Share Issue/Capital Change 2023

May 4, 2023

Instabank ASA – Key information related to the potential subsequent offering

Instabank ASA – Key information related to the potential subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE 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.

Oslo, 4 May 2023: Reference is made to the stock exchange announcement made by Instabank ASA (the "Company") on 4 May 2023 regarding the successful completion of a private placement raising gross proceeds of approximately NOK 70 million (the "Private Placement") and a potential subsequent share offering (the "Subsequent Offering"). The Company has, subject to completion of the Private Placement, and certain other conditions, resolved to carry out a Subsequent Offering. The Subsequent Offering will be conducted at a price of NOK 1.57 (the "Subscription Price") with non-tradeable subscription rights for up to 6,687,898 new shares in the Company towards existing shareholders in the Company as of 4 May 2023 (as registered with the Company's register of shareholders in Euronext Securities Oslo on 8 May 2023 (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 than Norway and any other jurisdiction(s) decided by the board of directors) require a prospectus, registration document or similar action (the "Eligible Shareholders").

The Subsequent Offering will be subject to approval by the Company's board of directors, whereas the Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as of the Record Date. Oversubscription will be allowed. Subscription without subscription rights will not be allowed.

Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, (iii) the trading price of the Company's shares exceeding the Subscription Price, and (iv) the publication of a prospectus (the "Prospectus") by the Company. The subscription period for any Subsequent Offering (if made) is expected to commence during Q2 2023, subject to e.g. publication of the Prospectus.

In accordance with the continuing obligations of companies listed on Euronext Growth Oslo, the following key information is given with respect to the Subsequent Offering:

-Date on which the terms and conditions of the repair issue were announced: 4 May 2023

-Last day including right: 4 May 2023

-Ex-date: 5 May 2023

-Record date: 8 May 2023

-Date of approval: 4 May 2023, subject to final resolution of the board of directors

-Maximum number of new shares: up to 6,687,898 new shares

-Subscription price: NOK 1.57

For further information, please contact:

Robert Berg, CEO

+47 974 85 610

Per Kristian Haug, CFO

+47 952 38 717

About Instabank ASA:

Instabank is a Norwegian digital bank with offices in Oslo, Norway and has been operating since 2016. The Company operates in Norway, Finland and Sweden, 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 at Oslo Børs, with ticker INSTA.

Important notice:

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 Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "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. Any investment or investment activity to which this announcement 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.

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 their 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 accept 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.