Komplett Bank ASA – Contemplated Private Placement

16 Feb 2023 16:30 CET

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

Komplett Bank ASA (the "Company") hereby announces a contemplated private
placement of new shares in the Company (the "Offer Shares") in order to raise
gross proceeds of up to NOK 100 million (the "Private Placement"). The Company
has engaged Pareto Securities as manager (the "Manager") to advise on and effect
the contemplated Private Placement.

The price per Offer Share (the "Subscription Price") and the final number of
shares to be issued in the Private Placement will be determined by the board of
directors of the Company (the "Board") on the basis on an accelerated
book-building process to be conducted by the Manager.

The net proceeds to the Company from the Private Placement will be used to
strengthen the Company’s Common Equity Tier 1 (CET1) capital, which will enable
the Company to pursue continued profitable growth.

Kistefos AS (the largest existing shareholder in the Company with 23.9% of the
shares outstanding) has pre-committed to subscribe for, and will be allocated,
approx. 25% of the Offer Shares in the Private Placement. In addition, certain
key members of the Company’s management and Board have pre-committed to
subscribe for, and will be allocated, approx. NOK 7 million in the Private
Placement.

The Company, members of the Board of Directors and management, and Kistefos AS,
have all agreed to a 6-month lock-up, subject to customary exemptions.

The book-building period for the Private Placement will start today, 16 February
2023 at 16:30 (CET) and close on 17 February 2023 at 08:00 (CET). The Company
and the Manager may, however, at any time resolve to extend or shorten the
bookbuilding period on short or no notice. If the bookbuilding period is
extended or shortened, any other dates referred to herein may be amended
accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including Regulation
(EU) 2017/1129) are available, including to employees and directors of the
Company. Conditional allocation of Offer Shares will be determined by the Board,
at its sole discretion, in consultation with the Manager, following the expiry
of the book-building period.

Settlement of the Offer Shares is expected to take place on or about 14 March
2023 on a delivery-versus-payment (DVP) basis by delivery of existing and
unencumbered shares in the Company that are already listed on Oslo Børs pursuant
to a share lending agreement (the "Share Lending Agreement") expected to be
entered into between the Company, Kistefos AS and the Manager. The Offer Shares
delivered to the subscribers will thus be tradable upon announcement of the
approval of the share capital increase by the extraordinary general meeting to
be held on or about 10 March 2023 (the "EGM").

Completion of the Private Placement is subject to (i) the Board resolving to
consummate the Private Placement and conditionally allocate the Offer Shares,
(ii) the EGM in the Company resolving to approve the Private Placement and issue
the Offer Shares, and (iii) the Share Lending Agreement remaining unmodified and
in full force and effect.

The Company reserves the right to, at any time and for any reason prior to
delivery of Offer Shares, to cancel the Private Placement and/or to modify the
terms of the Private Placement. Neither the Company nor the Manager will be
liable for any losses incurred by applicants if the Private Placement is
cancelled, irrespective of the reason for such cancellation.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal
treatment under Oslo Rule Book II for companies admitted to trading on Euronext
Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment,
and deems that the proposed Private Placement is in compliance with these
obligations. The Board is of the view that it will be in the common interest of
the Company and its shareholders to raise equity through a private placement. By
structuring the equity raise as a private placement, the Company is expected to
raise equity efficiently, with a lower discount to the current trading price, at
a lower cost and with a significantly reduced completion risk compared to a
rights issue. The Company has considered a rights issue instead of a private
placement. The Company is of the opinion that a rights issue would have to be on
a fairly significant discount, and guaranteed by a consortium of underwriters
which would also be an added cost for the Company. In summary, the Company
expects to be in a position to complete the share issue in today's market
conditions in an efficient manner, at a higher subscription price and at
significantly lower cost and with a lower completion risk than would have been
the case for a rights issue. The Company may, subject to completion of the
Private Placement and certain other conditions, consider a subsequent repair
offering of new shares at the same subscription price as the Private Placement
and otherwise in line with market practice.

Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in
connection with the Private Placement.


For further information, contact ir@komplettbank.no:

Øyvind Oanes, CEO Komplett Bank ASA
+47 989 06 060

Eirik Holtedahl, CFO
+47 969 12 291



About:

Komplett Bank is a diversified Nordic consumer finance company offering personal
loans, credit cards and deposit accounts to consumers. The target group is
creditworthy customers with stable personal finances and no payment remarks.
Credit risk is managed largely by automated processes for credit assessment and
underwriting. The Bank has a diversified and balanced distribution model
utilising both public and proprietary channels. Operational efficiency and low
cost are foundations for Komplett Bank and is enabled by centralized operations,
modern systems and digital set-up. To learn more, visit ir.komplettbank.com.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Eirik Holtedahl, CFO on 16 February 2023 at 16:30
CET on behalf of the Company.


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 "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 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 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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (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 (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 for
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.

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