Instabank ASA - Key information regarding potential subsequent repair 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
Reference is made to the stock exchange announcement published by Instabank ASA
("Instabank" or the "Company") earlier today, 25 September 2025, regarding the
successful upsized private placement of new shares in the Company, raising gross
proceeds of NOK 175 million (the "Private Placement"), and the retail offering
of new shares raising gross proceeds of approximately the NOK 11.6 million via
the PrimaryBid platform (the "PrimaryBid Offering") (together with the new
shares in the Private Placement, the "Offer Shares"), at a subscription price of
NOK 2.90 per Offer Share (the "Subscription Price").
As referred to in the abovementioned announcement, to mitigate the dilutive
effects for the existing shareholders not participating in the Private
Placement, the Company intends, subject to, inter alia, completion of the
Private Placement and the PrimaryBid Offering, and publication of a prospectus
and certain other conditions, to carry out a subsequent offering of up to
10,000,000 new shares at the Subscription Price (the "Subsequent Offering"). 
The Subsequent Offering shall, if made, and on the basis of the prospectus, be
directed towards existing shareholders in the Company as of 25 September 2025,
as registered in the Company's register of shareholders with Euronext Securities
Oslo on 29 September 2025, and who (i) were not allocated Offer Shares in the
Private Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful or, would (in jurisdictions other than Norway)
require a prospectus, filing registration or similar action (the "Eligible
Shareholders"). The Eligible Shareholders are expected to be granted
non-tradable subscription rights. 
The subscription period for the Subsequent Offering is expected to commence in
the fourth quarter of 2025, subject to e.g. publication of the prospectus.
The Company reserves the right in its sole discretion to not conduct or to
cancel the Subsequent Offering. 

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: 25
September 2025
- Last day including right to receive subscription rights: 25 September 2025
- Ex-date: 26 September 2025
- Record date: 29 September 2025
- Date of approval: 25 September 2025
- Maximum number of new shares: up to 10,000,000 new shares in the Company
- Subscription price: NOK 2.90

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, Germany and
Sweden, offering competitive savings, insurance, 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.

Instabank is admitted to trading 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 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.