Instabank ASA - Resolution to launch the 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, 7 November 2025: Reference is made to the stock exchange announcement by Instabank ASA ("Instabank" or the "Company") on 25 September 2025 regarding the successfully completed private placement (the "Private Placement") of 60,344,827 new shares raising gross proceeds of approximately NOK 175,000,000, the retail offering of 4,000,000 new shares via the PrimaryBid platform, raising gross proceeds of NOK 11,600,000 (the “PrimaryBid Offering”), and a potential subsequent offering of up to 10,000,000 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 10 April 2025, 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 10,000,000 through the issuance of a minimum of 1 new share and a maximum of 10,000,000 new shares, each with a nominal value of NOK 1 and with a subscription price of NOK 2.90 (the "Subscription Price"), which is equal to the subscription price per share as in the Private Placement and the PrimaryBid Offering.

The resolution is conditional on the registration of a prospectus prepared for offering new shares to Eligible Shareholders (as defined below) 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 10 November 2025, and that the subscription period in the Subsequent Offering will commence at 09:00 hours (CET) on 12 November 2025 and end at 16:30 (CET) on 24 November 2025.

The Subsequent Offering is available to shareholders of the Company as of close of trading on 25 September 2025, as registered in the Company's register of shareholders with Euronext Securities Oslo ("VPS") on 29 September 2025 (the "Record Date"), who (i) were not allocated 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 (such eligible shareholders collectively referred to herein as the "Eligible Shareholders").

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 Eligible Shareholders will be granted 0.06018 Subscription Rights for each existing share registered as held by such Eligible Shareholder as of the Record Date. The Subscription Rights will be registered on each Eligible Shareholder's VPS account. Over-subscription will be permitted. Subscription without Subscription Rights will not be permitted.

Allocation of new shares in the Subsequent Offering is expected to take place on or about 25 November 2025, and the new shares are expected to be delivered on or about 4 December 2025 (subject to timely payment of the Subscription Price and 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.

DNB Carnegie, a part of DNB Bank ASA, is acting as manager (the "Manager") in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in relation to the Subsequent Offering.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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.