Instabank ASA – Intra-group merger with Instafin Oy

30 Jun 2025 08:41 CEST

Reference is made to the previous communication regarding Instabank ASA’s (the
“Company”) resolution to initiate a process to apply for a banking license in
Finland. The application process is ongoing, and the plan is that the formal
application will be submitted by the Company's wholly owned subsidiary, Instafin
Oy (to be renamed Instabank Oyj (“Instabank Finland”).

To prepare for the transition, the boards of directors of Instabank ASA and
Instabank Finland signed a merger plan on June 27th for the merger of Instabank
ASA into Instabank Finland, with Instabank Finland as the surviving entity. Upon
completion of the merger, Instabank Finland will assume all assets, rights, and
obligations of Instabank ASA, which will be dissolved as a legal entity.

The implementation of the merger is subject to, among other things, the
necessary approvals from the general meeting of Instabank ASA, regulatory
approvals, including approval by the European Central Bank and the Norwegian
Financial Supervisory Authority, and required third-party consents. The merger
is also conditional upon the continued tradability of Instabank Finland’s shares
on Euronext Growth Oslo following the implementation of the merger, which is
expected to take place in the first half of 2026.

Instabank Finland intends to maintain the listing of its shares on Euronext
Growth Oslo post-merger. Shareholders of Instabank ASA will receive one (1) new
share in Instabank Finland for each share they currently hold in Instabank ASA,
resulting in an exchange ratio of 1:1.

An extraordinary general meeting of Instabank ASA to approve the merger plan and
adopt the necessary resolutions is expected to be held in Q3 2025. Notice of the
extraordinary general meeting, with additional information regarding the merger,
will be distributed in due course.

The merger plan regarding the proposed merger is enclosed. Attachments referred
to in the merger plan are available on the Bank's IR site;
http://insta.bank/merger-information

More information:
Access the news on Oslo Bors NewsWeb site

650324_Instabank ASA - Merger Plan NOR-FIN.pdf