Instabank ASA - Resolution to increase the share capital in connection with the subsequent offering

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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.

Instabank ASA - Resolution to increase the share capital in connection with the
subsequent offering

Reference is made to the stock exchange announcements made by Instabank ASA (the
"Company" or "Instabank") on 4 May 2023 regarding the successful placing of a
private placement in the Company raising gross proceeds of approximately NOK
70,000,000 (the "Private Placement") and a potential subsequent offering of up
to 6,687,898 new shares (the "Subsequent Offering").

In accordance with the authorization to increase the Company's share capital
granted to the board of directors at the Company's annual general meeting held
on 12 April 2023, the board of directors has today resolved to carry out the
Subsequent Offering and to increase the share capital of the Company by a
minimum of NOK 1 and a maximum of NOK 6,687,898, through the issuance of a
minimum of 1 new share and a maximum of 6,687,898 new shares, each with a
nominal value of NOK 1 and with a subscription price of NOK 1.57.

The resolution is conditional on the registration of a prospectus prepared for
offering of new shares to eligible shareholders in the Subsequent Offering with
the Norwegian Register of Business Enterprises (the "Prospectus"). It is
expected that the Prospectus will be registered on or about 9 June 2023, and
that the subscription period in the Subsequent Offering will commence at 09:00
hours (CEST) on 12 June 2023 and end at 16:30 hours (CEST) on 23 June 2023.

The shareholders of the Company as of 4 May 2023 (being registered as such in
Euronext VPS, the Norwegian Central Securities Depository (the "VPS") on 8 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 than Norway 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 allocated 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.

Allocation of the new shares in the Subsequent Offering is expected to take
place on or about [23] June 2023, and the new shares are expected to be
delivered on or about 5 July 2023 (subject to timely registration of the share
capital increase pertaining to the Subsequent Offering with the Norwegian
Register of Business Enterprises). Further information regarding the Subsequent
Offering will be set out in the Prospectus. 


Pareto Securities AS is acting as manager ("Manager") in the Subsequent
Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to Instabank
in relation to the Subsequent Offering.

For further information, please contact: 
Robert Berg, CEO
[phone]
Per Kristian Haug, CFO 
[phone]

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 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 of Pareto 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 from the United States (including its territories and
possessions, any State of the United States and the District 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 in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, 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 securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.

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 (together with any applicable
implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European 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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