Komplett Bank ASA – Private Placement successfully placed

16 Feb 2023 22:50 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.

Reference is made to the stock exchange announcement published by Komplett Bank
ASA (the "Company") earlier today regarding the launch of a 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").

Following close of the bookbuilding period, the Company is pleased to announce
that the Private Placement has been successfully placed, and that its Board of
Directors has conditionally allocated subscriptions for 18,181,818 offer shares
(the "Offer Shares") at a subscription price of NOK 5.50 (the "Offer Price"),
raising approx. NOK 100 million in gross proceeds. The Private Placement
attracted strong interest from existing and new Norwegian, Nordic and
international high-quality investors and was substantially oversubscribed.

Pareto Securities AS (the "Manager") acted as manager in connection with the
Private Placement.

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.

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").

Notification of conditional allocation, including settlement instructions, are
expected to be distributed by the Managers on or about 17 February 2023.

The following persons discharging managerial responsibilities ("PDMRs") have
been allocated the following number of Offer Shares in the Private Placement
(partially through close associates):

- Kistefos AS, a close associate of Nishant Fafalia, was allocated a total of
4,545,454 shares

- Stig Eide Sivertsen, Chairman of the Board, was allocated a total of 100,000
shares

- Bodil Palma Hollingsæter, board member, was allocated a total of 140,000
shares

- Anna-Karin Østlie, board member, was allocated a total of 90,909 shares

- Thomas Bjørnstad, board member, was allocated a total of 72,727 shares

- Nishant Fafalia, board member, was allocated a total of 41,818 shares

- Øyvind Oanes, Chief Executive Officer, was allocated a total of 72,727 shares

- Eirik Holtedahl, Chief Financial Officer, was allocated a total of 636,363
shares

- Wilhelm Thomassen, Chief Operating Officer, was allocated a total of 45,454
shares

- Martin Valland, Chief Technology Officer, was allocated a total of 36,363
shares

- Enok Hanssen, Chief Commercial Officer, was allocated a total of 9,090 shares

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

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board of Directors 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 of Directors is of the view that it is 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 has been able 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 believes its was 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 Board of Directors has, taking into account the limited discount of 5.2%
compared to the quoted price as of close of 16 February 2023 and the number of
Offer Shares in the Private Placement being about 9.7% of the current number of
issued shares, resolved to not proceed with a subsequent repair offering towards
shareholders who did not participate in the Private Placement.

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 22:50
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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