komplett bank asa initial public offering of shares with ... · initial public offering of shares...

Komplett Bank ASA Initial public offering of shares with an

indicative price range of 17.00 to 18.50 per Share

This Prospectus (the "Prospectus") has been prepared by Komplett Bank ASA, a public limited liability company incorporated under the laws of Norway (the "Company", "Komplett Bank" or the "Bank"), solely for use in connection with (i) the initial public offering of shares of the Company (the "Offering") and (ii) the related listing of the Company's shares (the "Shares") on Oslo Børs (the "Listing").

The Offering comprises new shares to be issued by the Company to raise gross proceeds of up to NOK 425 million (the "New Shares") and up to 25,469,420 existing shares in the Company (the "Sale Shares") offered by existing shareholders as listed in Section 17.2 (the "Selling Shareholders"). The Sale Shares, together with the New Shares and, unless the context indicates otherwise, the Additional Shares (as defined below), are referred to herein as the "Offer Shares".

The Offering consists of: (i) a private placement to (a) investors in Norway, (b) institutional investors outside Norway and the United States of America (the "U.S." or the "United States"), subject to applicable exemptions from applicable prospectus requirements, and (c) investors in the United States who are "qualified institutional buyers" ("QIBs") as defined in the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in transactions exempt from registration requirements under the U.S. Securities Act (the "Institutional Offering") and (ii) a retail offering to the public in Norway (the "Retail Offering"). All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act ("Regulation S"). The Managers may elect to over-allot a number of additional Shares equalling up to 15% of the final number of New Shares and Sale Shares sold in the Offering (the "Additional Shares"). In this respect the Company's largest shareholder Komplett AS has granted Skandinaviska Enskilda Banken AB (publ), Oslo Branch ("SEB" or the "Stabilisation Manager") an option to borrow a number of Shares equal to the number of Additional Shares in order to facilitate such over-allotment (the "Over-Allotment Option"). The Stabilisation Manager, on behalf of the Managers, have further been granted an option to subscribe from the Company and to purchase from certain of the Selling Shareholders up to a combined total number of Shares equal to the Additional Shares, exercisable, in whole or in part, within a 30-day period commencing at the time trading in the Shares commences on Oslo Børs to cover any over-allotments made in connection with the Offering on the terms and subject to the conditions described in this Prospectus (the "Greenshoe Option").

The price at which the Offer Shares are expected to be sold (the "Offer Price") is indicatively set to be between NOK 17.00 and NOK 18.50 per Offer Share (the "Indicative Price Range"). The final Offer Price may be set within, below or above the Indicative Price Range. The Offer Price will be determined through a book building process and will be set by the Company in consultation with the Managers. See Section 17 "The Offering" for further information on how the Offer Price is set. The Offer Price and the number of Offer Shares sold in the Offering are expected to be announced through a stock exchange notice in the evening of 8 November 2017 or before 09:00 hours (Central European Time, "CET") on 9 November 2017. The offer period for the Institutional Offering will commence at 09:00 hours (CET) on 31 October 2017 and close at 14:00 hours (CET) on 8 November 2017 (the "Bookbuilding Period"). The application period for the Retail Offering will commence at 09:00 hours (CET) on 31 October 2017 and close at 12:00 hours (CET) on 8 November 2017 (the "Application Period"). The Bookbuilding Period and the Application Period may, at the Company's sole discretion, in consultation with the Managers and for any reason, be shortened or extended beyond the set times. The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold except (i) within the United States to QIBs in reliance on Rule 144A or another applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or (ii) to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described under Section 18 "Selling and transfer restrictions". Investing in the Offer Shares involves a high degree of risk. Prospective investors should read the entire Prospectus and, in particular, Section 2 "Risk factors" when considering an investment in the Company. The Company will apply for the Shares to be admitted for trading and listing on Oslo Børs on or about 31 October 2017, and completion of the Offering is subject to inter alia the Company's listing application being approved, the Company fulfilling all listing conditions set by Oslo Børs, the Company, in consultation with the Managers, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, the Board of Directors of the Company resolving to issue the New Shares and the Norwegian Financial Supervisory Authority approving the share capital increase pertaining to the issuance of the New Shares. The Shares are, and the New Shares will be, registered in the Norwegian Central Securities Depository (the "VPS") in book-entry form. All Shares rank pari passu and will carry one vote each. Reference herein to Shares include the Offer Shares, except where the context otherwise requires. The due date for the payment of the Offer Shares is expected to be on or about 13 November 2017. Subject to timely payment, delivery of the Offer Shares is expected to take place on or about 13 November 2017. Trading in the Shares on Oslo Børs is expected to commence on or about 10 November 2017 under the ticker code "KOMP".

Joint Global Coordinators and Joint Bookrunners

ABG Sundal Collier ASA Pareto Securities AS SEB

The date of this Prospectus is 30 October 2017

IMPORTANT INFORMATION This Prospectus has been prepared solely for use in connection with the Offering of the Offer Shares and the Listing. Please see Section 20 "Definitions and glossary" for definitions of terms used throughout this Prospectus.

This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses, as amended, and as implemented in Norway (the "Prospectus Directive"). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (the "NFSA") has reviewed and approved this Prospectus in accordance with sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The NFSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the NFSA only relates to the information included in accordance with pre-defined disclosure requirements. The NFSA has not made any form of control or approval relating to corporate matters described or referred to in this Prospectus.

The Company has engaged ABG Sundal Collier ASA, Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo Branch as joint global coordinators and joint bookrunners (the "Managers"). The Managers are acting for the Company and no one else in relation to the listing of the Shares on Oslo Børs. The Managers will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Managers or for providing advice in relation to the listing.

No person is authorised to give information or to make any representation concerning the Bank or in connection with the Offering or sale of the Offer Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company, the Selling Shareholder or the Managers or by any of the affiliates, advisors or selling agents of any of the foregoing.

The distribution of this Prospectus and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering of the Shares to occur outside of Norway. Accordingly neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of this Prospectus are required to inform themselves about, and to observe, any such restrictions. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. For further information on the sale and transfer restrictions of the Offer Shares, see Section 19 "Selling and transfer restrictions".

The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time of approval of this Prospectus by the NFSA and the Listing, will be included in a supplement to this Prospectus. The publication of this Prospectus does not under any circumstances create any implication that there has been no change in the Bank's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. Neither the Company, the Selling Shareholders, the Managers, any of their respective

affiliates, representatives, advisers or selling agents, are making any representation to any offeree or purchaser of the Shares regarding the legality or suitability of an investment in the Shares. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares. Investing in the Shares involves a high degree of risk. See Section 2 "Risk factors". In the ordinary course of their businesses, the Managers and certain of their respective affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Company and its subsidiaries. This Prospectus and the terms and conditions of the Offering as set out herein are governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Offering or this Prospectus.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO INVESTORS IN THE UNITED STATES

Because of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares. The Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. Accordingly, the Offer Shares will not be offered or sold within the United States, except in reliance on the exemption from the registration requirements of the U.S. Securities Act under Rule 144A or another applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares will be offered outside the United States in compliance with Regulation S. Prospective purchasers are hereby notified that sellers of Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act. See Section 18.2.1 "United States".

Any Shares offered or sold in the United States will be subject to certain transfer restrictions as set forth under Section 18.3.1 "United States".

The securities offered hereby have not been recommended by any United States federal or state securities commission or regulatory authority. Further, the foregoing authorities have not passed upon the merits of the Offering or confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a

criminal offense under the laws of the United States.

In the United States, this Prospectus is being furnished on a confidential basis solely for the purposes of enabling a prospective investor to consider purchasing the particular securities described herein. The information contained in this Prospectus has been provided by the Company and other sources identified herein. Distribution of this Prospectus to any person other than the offeree specified by the Managers or their representatives, and those persons, if any, retained to advise such offeree with respect thereto, is unauthorised and any disclosure of its contents, without prior written consent of the Company, is prohibited. This Prospectus is personal to each offeree and does not constitute an offer to any other person or to the public generally to purchase Offer Shares or subscribe for or otherwise acquire any Shares.

NOTICE TO UNITED KINGDOM INVESTORS

This Prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom (the "UK") or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it 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"). The Offer Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Prospectus or any of its contents.

NOTICE TO INVESTORS IN THE EEA

In any member state of the European Economic Area (the "EEA") that has implemented this Prospectus Directive, other than Norway (each a "Relevant Member State"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of this Prospectus Directive. This Prospectus has been prepared on the basis that all offers of Offer Shares outside Norway will be made pursuant to an exemption under this Prospectus Directive from the requirement to produce a prospectus for offer of shares. Accordingly, any person making or intending to make any offer within the EEA of Offer Shares which is the subject of the Offering contemplated in this Prospectus within any EEA member state (other than Norway) should only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus or a supplement to a prospectus under this Prospectus Directive for such offer. Neither the Company nor the Managers have authorised, nor do they authorise, the making of any offer of Shares through any financial intermediary, other than offers made by Managers which constitute the final placement of Offer Shares contemplated in this Prospectus.

Each person in a Relevant Member State other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway, who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Managers and the Company that:

a) it is a qualified investor as defined in this Prospectus Directive, and

b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of this Prospectus Directive, (i) such Offer Shares acquired by it in the Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in this Prospectus Directive, or in circumstances in which the prior consent of the Managers has been given to the offer or resale; or (ii) where such Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Offer Shares to it is not treated under this Prospectus Directive as having been made to such persons.

For the purposes of this provision, the expression an "offer to the public" in relation to

any of the Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase any of the Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing this Prospectus Directive in that Relevant Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

See Section 19 "Selling and Transfer Restrictions" for notices to investors in certain other jurisdictions.

STABILISATION

In connection with the Offering, the Stabilisation Manager, or its agents, may engage in transactions that stabilise, maintain or otherwise affect the price of the Shares for up to 30 days commencing at the time at which trading in the Shares commences on Oslo Børs. Specifically, the Stabilisation Manager may effect transactions with a view to supporting the market price of the Offer Shares at a level higher than that which might otherwise prevail. The Stabilisation Manager and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken; if undertaken, the Stabilisation Manager or its agents may end any of these activities at any time and they must be brought to an end at the end of the 30-day period mentioned above. Save as required by law or regulation, the Stabilisation Manager does not intend to disclose the extent of any stabilisation transactions under the Offering.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a public limited liability company incorporated under the laws of Norway. As a result, the rights of holders of the Company's shares will be governed by Norwegian law and the Company's articles of association (the "Articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions. The members of the Company's board of directors (the "Board Members" and the "Board of Directors", respectively) and the members of the senior management of the Bank (the "Management") are not residents of the United States, and all of the Company's assets are located outside the United States. As a result, it may be difficult for investors in the United States to effect service of process on the Company or its Board Members and members of Management in the United States or to enforce in the United States judgments obtained in U.S. courts against the Company or those persons, including judgments based on the civil liability provisions of the securities laws of the United States or any State or territory within the United States. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or its Board Members or members of Management under the securities laws of those jurisdictions or entertain actions in Norway against the Company or its Board Members or members of Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway. The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitral awards) in civil and commercial matters.

AVAILABLE INFORMATION

The Company has agreed that, for so long as any of the Offer Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, it will during any period in which it is neither subject to sections 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act, provide to any holder or beneficial owners of Shares, or to any prospective purchaser designated by any

such registered holder, upon the request of such holder, beneficial owner or prospective owner, the information required to be delivered pursuant to Rule 144A(d)(4) of the U.S. Securities Act.

TABLE OF CONTENTS

1. SUMMARY ............................................................................................................ 1

2. RISK FACTORS ................................................................................................... 13 Risks related to the business and operations of the Bank and the industry in

which the Bank operates .......................................................................... 13 Financial risks ......................................................................................... 19 Risk related to laws and regulations ........................................................... 21 Risk relating to the Offering and the Listing ................................................ 26

3. RESPONSIBILITY FOR THE PROSPECTUS ................................................................ 29

4. PRESENTATION OF INFORMATION ......................................................................... 30 Date of information ................................................................................. 30 Presentation of financial information .......................................................... 30 Rounding ................................................................................................ 31 Industry and market data ......................................................................... 31 Forward-looking statements ..................................................................... 32

5. DIVIDENDS AND DIVIDEND POLICY ...................................................................... 34 Dividend policy ....................................................................................... 34 Dividend pay-outs 2014-2016 ................................................................... 34 Legal constraints on the distribution of dividends......................................... 34 Manner of dividend payments ................................................................... 35

6. INDUSTRY AND MARKET ...................................................................................... 36 Market overview ...................................................................................... 36 Economic overview .................................................................................. 36 Retail banking markets ............................................................................ 41 Key industry and market characteristics ..................................................... 44 Consumer finance in Norway ..................................................................... 45 Competitive environment in the Nordics ..................................................... 46

7. BUSINESS .......................................................................................................... 49 Introduction ............................................................................................ 49 History and important events .................................................................... 49 Key competitive strengths ........................................................................ 50 Strategy and outlook ............................................................................... 52 Financial targets ...................................................................................... 53 Products ................................................................................................. 53 Distribution, marketing and customers ....................................................... 58 Credit risk and capital management ........................................................... 61 Operational model, infrastructure and IT systems ........................................ 65 Legal proceedings .................................................................................... 65 Material contracts .................................................................................... 65 Property, plants and equipment ................................................................ 66 Insurance ............................................................................................... 66 Research and development, patents and licences ........................................ 66 Dependency on contracts, patents, licences etc. .......................................... 67

8. REGULATORY OVERVIEW ..................................................................................... 68 Introduction ............................................................................................ 68

Current regulation ................................................................................... 68 Future developments ............................................................................... 74

9. CAPITALISATION AND INDEBTEDNESS .................................................................. 78 Capitalisation .......................................................................................... 78 Net financial indebtedness ........................................................................ 79 Working capital statement ........................................................................ 79

10. SELECTED FINANCIAL INFORMATION .................................................................... 80 Introduction ............................................................................................ 80 Summary of accounting policies ................................................................ 80 Statement of comprehensive income ......................................................... 81 Condensed statement of financial position .................................................. 82 Condensed statement of cash flows ........................................................... 82 Condensed statement of changes in equity ................................................. 84 Auditor ................................................................................................... 84

11. OPERATING AND FINANCIAL REVIEW .................................................................... 85 General overview .................................................................................... 85 Significant factors affecting business performance ....................................... 85 Management discussion on and analysis of results of operations ................... 88 Management discussions on and analysis of financial position ....................... 94 Management discussion on and analysis of results of cash flow ..................... 96 Liquidity ................................................................................................. 97 Financing ............................................................................................... 99 Capital base and capital adequacy ............................................................ 101 Investments .......................................................................................... 102 Basis for the preparation of financial reporting ........................................... 103 Recent development and changes............................................................. 105

12. BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE 108 Introduction ........................................................................................... 108 Board of directors ................................................................................... 108 Management .......................................................................................... 112 Shares acquired by the Management and the Board of Directors .................. 117 Employees ............................................................................................. 117 Benefits upon termination ....................................................................... 117 Pension and retirement benefits ............................................................... 117 Loans and guarantees ............................................................................. 117 Nomination committee ............................................................................ 117 Audit Committee .................................................................................... 118 Remuneration committee ........................................................................ 118 Conflicts of interests ............................................................................... 118 Convictions for fraudulent offences, bankruptcy etc. ................................... 118 Corporate governance ............................................................................. 119

13. RELATED PARTY TRANSACTIONS ......................................................................... 120 Introduction ........................................................................................... 120 Related party agreements ....................................................................... 120

14. CORPORATE INFORMATION AND DESCRIPTION OF THE SHARE CAPITAL ................... 122 General corporate information.................................................................. 122 Admission to trading ............................................................................... 122

Shares and share capital ......................................................................... 122 Shareholders ......................................................................................... 123 Holdings ................................................................................................ 124 Own Shares ........................................................................................... 124 Convertible instruments, warrants and share options .................................. 124 Outstanding authorisations ...................................................................... 124 Shareholder agreements ......................................................................... 124 The Articles of Association ....................................................................... 124 Certain aspects of Norwegian corporate law ............................................... 125

15. SECURITIES TRADING IN NORWAY ...................................................................... 131 Introduction ........................................................................................... 131 Trading and settlement ........................................................................... 131 Information, control and surveillance ........................................................ 131 The VPS and transfer of shares ................................................................ 132 Shareholder register – Norwegian law ....................................................... 132 Foreign investment in Norwegian shares ................................................... 132 Disclosure obligations ............................................................................. 133 Insider trading ....................................................................................... 133 Mandatory offer requirements .................................................................. 133 Foreign exchange controls ....................................................................... 134

16. NORWEGIAN TAXATION ...................................................................................... 135 General ................................................................................................. 135 Taxation of dividends .............................................................................. 135 Taxation of capital gains on realisation of shares ........................................ 137 Net wealth tax ....................................................................................... 138 VAT and transfer taxes ............................................................................ 138 Inheritance tax ...................................................................................... 138

17. THE OFFERING................................................................................................... 139 Overview of the Offering ......................................................................... 139 Selling Shareholders ............................................................................... 141 Resolutions relating to the Offering and the issue of the New Shares ............ 142 Timetable .............................................................................................. 142 The Institutional Offering ......................................................................... 143 The Retail Offering ................................................................................. 145 Mechanism of Allocation .......................................................................... 148 Trading in Allocated Offer Shares ............................................................. 148 VPS account .......................................................................................... 149 Mandatory anti-money laundering procedures ............................................ 149 Over-Allotment and stabilisation activities ................................................. 149 Publication of information related to the Offering ........................................ 150 The rights conferred by the Offer Shares ................................................... 151 VPS registration ..................................................................................... 151 Conditions for completion of the Offering ................................................... 151 Managers and advisers ............................................................................ 151 Expenses related to the Offering and the Listing ......................................... 151 Reasons for the Offering and the Listing and use of proceeds ....................... 152 Lock-up ................................................................................................. 152 Interests of natural and legal persons involved in the Offering ..................... 153

Dilution ................................................................................................. 154

18. SELLING AND TRANSFER RESTRICTIONS .............................................................. 155 General ................................................................................................. 155 Selling restrictions .................................................................................. 155 Transfer restrictions ................................................................................ 157

19. ADDITIONAL INFORMATION ................................................................................ 160 Incorporation by reference ...................................................................... 160 Documents on display ............................................................................. 160

20. DEFINITIONS AND GLOSSARY ............................................................................. 161

Appendix A: Articles of Association Appendix B Annual Financial Statement for the year ended 31 December 2016

(IFRS) Appendix C Interim Financial Statements as at and for the three and nine months

ended 30 September 2017 Appendix D Application Form – Retail Offering

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1. SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A–E (A.1–E.7) below. This summary contains all the Elements required to be included in a summary for this type of securities and the issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

Section A – Introduction and Warnings

A.1 Warning This summary should be read as an introduction to the Prospectus.

Any decision to invest in the Shares should be based on consideration of the Prospectus as a whole by the investor.

Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation in its Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Resale or final placement of securities by financial intermediaries

Not applicable; financial intermediaries are not entitled to use this Prospectus for subsequent resale or final placement of securities.

Section B - Issuer

B.1 Legal and commercial name

Komplett Bank ASA is the Bank's legal name and Komplett Bank is the commercial name of the Bank.

B.2 Domicile/Legal form/Legislation/Country of incorporation

Komplett Bank is a public limited liability company organised and existing under the laws of Norway pursuant to the Norwegian Public Limited Companies Act. The Company was incorporated in Norway on 1 October 2012, and the Company's registration number in the Norwegian Register of Business Enterprises is 998 997 801.

B.3 Current operations, principal activities and markets

Komplett Bank is a focused Nordic digital niche bank offering personal loans, credit cards, deposit accounts and online point-of-sales finance products to consumers. The target group is creditworthy customers with stable personal finances and no payment remarks. Credit risk is managed largely by

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automated processes for credit assessment and underwriting. The Bank has a diversified and balanced distribution model utilizing both public and proprietary channels. Operational efficiency and low cost is a foundation for Komplett Bank and is enabled by centralized operations, modern systems and digital set-up. Komplett Bank's vision is to be a leading Nordic consumer finance company. Geographically the target area for the short to medium term is the Nordic region where the current footprint includes Norway and Finland. The Bank's license gives access to passporting operations throughout the European Economic Area and further strategic options for continued long term geographical expansion and diversification will be explored and decided in due time. Komplett Bank launched personal consumer loans in Norway in 2014, credit cards in Norway in late 2015, personal consumer loans in Finland in 2017 and point-of-sales finance products in Norway in 2017. The Bank further plans to launch personal consumer loans in Sweden during Q1 2018, build business volume for point-of-sales finance products in Norway during 2018 as well as to launch point-of-sales finance products in Sweden during H1 2018 and in Finland during H2 2018 and to launch its credit card product in Sweden and in Finland during H2 2018 and deposits in SEK and EUR in the near to medium term.

B.4a Significant recent trends affecting the issuer and the industry in which it operates

The Bank's defined home-market is the Nordic retail market, and at the date of this Prospectus, it has operations in Norway and Finland. Thus, the macroeconomic conditions in these countries may have an effect on the Bank's business performance. Specifically, the macroeconomic conditions in these countries may have an impact on the Bank's lending growth, lending rates, default rates, and the cost and availability of external funding. The Bank monitors several macroeconomic indicators, but have not identified any that directly affects the Bank's performance. However, several factors indirectly affect its performance, among others, the development in market interest rates, GDP, unemployment, housing prices, consumer confidence, consumer price inflation and oil prices. The Bank has no direct exposure to the petroleum industry and the Bank's loan book is well diversified in terms of geography within Norway, thus it is not heavily exposed to counties affected by the decrease in oil prices.

The Bank operates in a heavily regulated market and regulatory changes may affect the Bank's performance. In particular, regulatory changes may, among other things, affect the Bank's ability to market its products, to attract new customers, the structure of products offered, its cost of funding as well as its level of required regulatory capital.

The Bank's financial performance is significantly influenced by its ability to attract new loan customers and its product offering. Since inception, the Bank has experienced strong loan growth. This growth stems from the Bank's two primary products; consumer loans and credit cards.

The Bank originates consumer loans primarily through two

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channels, through its website (often called the direct channel) and through lending agents. Since inception, these two channels have generated approximately an equal amount of new loans. As of 30 September 2017, Komplett Bank has approximately 42,000 consumer loans customers and NOK 4,206 million in net consumer loans.

The Bank also generates loan volume through its credit card operation. Since launch in November 2015 the product has experienced strong growth and as of 30 September 2017 Komplett Bank has approximately 39,000 credit card customers and NOK 740 million in net loans stemming from its credit card operation. Historically the Bank's main geographical source of growth has been Norway, but with its launch in Finland in February 2017 the Bank expects to see significant loan growth from both countries.

B.5 The Group Not applicable. The Bank is not part of a group.

B.6 Persons having an interest in the issuer's capital or voting rights

As of the date of this Prospectus, Komplett Bank has 1,130 shareholders. Major shareholders do not have different voting rights. Shareholders with ownership exceeding 5% must comply with disclosure obligations according to the Norwegian Securities Trading Act section 4-3. As of the date of this Prospectus the following shareholders have holdings exceeding 5%: Komplett AS, Macama AS, Perm Invest AS, State Street Bank, AlfaB Holding AS and Sanden AS.

B.7 Selected historical key financial information

The following financial information has been extracted from the Bank's Interim Financial Statements as of and for the nine and three month period ended 30 September 2017 (with comparable figures for the nine and three month period ended 30 September 2016) and the Bank's Annual Financial Statements as of and for the years ended 31 December 2016, 2015 and 2014. The 2015/2014 NGAAP Annual Financial Statements for the years ended 31 December 2015 and 2014, been prepared in accordance with NGAAP, are incorporated by reference to this Prospectus. The 2016/2015 IFRS Annual Financial Statements for the year ended 31 December 2016 prepared in accordance with IFRS, is included in Appendix B to this Prospectus. The Interim Financial Statements, prepared in accordance with IAS 34, is included in Appendix C to this Prospectus. Since 30 September 2017, there have been no significant changes in the Bank's financial position or trading position.

Statement of comprehensive income: In NOK thousands Three months ended

30 September Nine months ended

30 September Year ended

31 December

2017 IFRS

unaudited

2016 IFRS

unaudited

2017 IFRS

unaudited

2016 IFRS

unaudited 2016

IFRS audited 2015

IFRS audited 2015 NGAAP

audited

2014 NGAAP audited

Interest income 199,583 115,279 535,602 282,652 421,897 160,972 160,972 24,831

Interest expenses 25,143 13,068 62,399 35,453 50,287 27,201 27,201 6,319

Net interest income

174,440 102,211 473,203 247,199 371,610 133,771 133,771 18,512

4

Income commissions and fees

24,232 13,607 63,362 30,625 46,507 12,324 12,324 2,270

Expenses commissions and fees

17,671 6,990 36,010 19,511 28,881 10,132 10,132 1,421

Net commissions and fees

6,561 6,617 27,352 11,114 17,625 2,193 2,193 849

Net gains / losses (-) on certificates and bonds

205 738 1,196 1,505 1,955 -2,220 -2,134 -

Salary and other personnel expenses

19,253 11,031 49,486 30,782 44,080 29,997 29,997 20,415

General administrative expenses, of which:

31,212 15,969 87,451 45,269 65,083 40,392 40,392 18,726

Direct marketing cost

20,953 12,525 61,574 33,166 49,498 30,289 30,289 13,798

Total salary and admin. expenses

50,466 27,000 136,938 76,051 109,164 70,389 70,389 39,141

Ordinary depreciation

3,983 1,843 9,320 5,126 6,336 4,726 4,726 1,881

Other expenses 5,983 2,953 17,036 8,521 13,057 7,094 7,094 4,108

Losses on loans -3,197 22,980 68,097 53,683 85,742 32,750 32,750 4,192

Total operating expenses

57,029 54,039 230,194 141,876 212,344 117,179 114,959 49,322

Pre-tax operating profit

123,973 54,790 270,361 116,436 176,891 18,785 18,871 -29,961

Tax expenses 31,801 14,436 69,383 31,756 47,723 7,494 7,517 -7,062

Profit after tax 92,171 40,353 200,979 84,680 129,169 11,291 11,354 -22,900

Comprehensive income for the period

92,171 40,353 200,979 84,680 129,169 11,291

Condensed statement of financial position: In NOK thousands As of

30 September As of

31 December 2017 2016 2016 2015 2015 2014

ASSETS IFRS

unaudited IFRS

unaudited IFRS

audited IFRS

audited NGAAP audited

NGAAP audited

Loans and deposits with credit institutions

442,368 244,759 498,787 251,692 251,692 128,124

Loans to customers 4,946,208 2,942,293 3,322,003 1,601,106 1,583,315 438,920

Certificates and bonds 371,614 319,822 309,979 219,982 220,050 243,750

Other intangible assets 48,343 24,712 26,024 22,315 22,315 11,146

Deferred tax assets - - 17 5,893 5,875 10,077

Fixed assets 735 506 550 374 374 595

Other receivables 13,188 2,393 763 154 29,066 6,995

Prepaid agent commission

- - - - 28,912 6,658

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Total assets 5,822,454 3,534,485 4,158,123 2,101,516 2,112,686 839,607

Deposits from and debt to customers

4,290,622 2,751,975 3,312,991 1,751,139 1,751,139 663,645

Senior unsecured bond 399,125 - - - - -

Other short-term debt 35,333 24,559 23,530 16,076 27,196 12,682

Deferred revenue (establishment fees)

- - - - 11,120 3,296

Subordinated loans 64,267 64,047 64,102 - - -

Tax payable 107,931 23,023 39,234 - - -

Total liabilities 4,897,278 2,863,603 3,439,858 1,767,215 1,778,335 676,327

Share capital 148,369 148,369 148,369 135,465 135,465 89,200

Share premium 392,645 391,972 392,645 205,830 205,830 101,340

Tier 1 capital 45,000 45,000 45,000 - - -

Other paid-in equity 32,904 21,994 24,912 12,769 12,769 3,806

Retained earnings 306,259 63,549 107,340 -19,762 -19,713 -31,067

Total equity 925,177 670,883 718,265 334,301 334,351 163,279

Total liabilities and equity 5,822,454 3,534,485 4,158,123 2,101,516 2,112,686 839,607

Condensed statement of cash flow: In NOK thousands Three months ended

30 September Nine months ended

30 September Year ended

31 December

2017 IFRS

unaudited

2016 IFRS

unaudited

2017 IFRS

unaudited

2016 IFRS

unaudited

2016 IFRS

audited

2015 IFRS

audited

2015 NGAAP audited

2014 NGAAP audited


123,973 54,790 270,361 116,436 176,891 18,785 18,871 -29,961

Taxes - - - - - - - -


3,983 1,843 9,320 5,126 6,336 4,726 4,726 1,881

Change in loans to customers

-288,237 -592,017 -1,593,341 -1,394,820 -1,805,231 -1,194,238 -1,176,446 -443,112

Change in deposits from customers

156,089 244,243 977,631 1,000,836 1,561,852 1,087,494 1,087,494 663,645

Change in securities -85,606 -10,565 -61,635 -99,840 -89,997 23,768 23,700 -243,750

Change in accruals -109,582 214,872 -31,978 -256,528 101,655 47,950 30,242 2,736

Net cash flow from operating activities

-199,380 -86,834 -429,641 -115,734 -48,493 -11,514 -11,513 -48,561

Investments in fixed assets

-55 -39 -1,295 -836 -362 -384 -384 -560

Investments in intangible assets

-12,594 -2,298 -30,018 -6,809 -10,117 -15,290 -15,290 -7,260

Net cash flow from investment activities

-12,649 -2,336 -31,313 -7,645 -10,479 -15,674 -15,674 -7,820

Change in paid-in equity

3,233 2,955 7,991 9,225 199,719 150,755 150,755 180,540

Change in subordinated debt

55 55 165 64,047 64,102 - - -

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Change in senior

unsecured bond 399,125 - 399,125 - - - - -

Change in Tier 1 capital

- - - 45,000 45,000 - - -

Payment of interest on Tier 1 capital

-920 -920 -2,746 -1,826 -2,754 -

Net cash flow from financing activities

401,492 2,090 404,535 116,446 306,067 150,755 150,755 180,540

Net cash flow for the period

189,463 -87,080 -56,419 -6,933 247,095 123,567 123,568 124,159

Cash and cash equivalents at the start of the period

252,905 331,839 489,787 251,692 251,692 128,124 128,124 3,965

Cash and cash equivalents at the end of the period

442,368 244,759 442,368 244,759 498,787 251,692 251,692 128,124

B.8 Selected key pro forma financial information

Not applicable. The Prospectus does not include pro forma financial information.

B.9 Profit forecast or estimate

Not applicable. No profit forecasts or estimates are included in the Prospectus.

B.10 Qualifications in the audit report on the historical financial information

Not applicable. There are no qualifications in the audit reports.

B.11 Working capital The Bank is of the opinion that the working capital available to the Bank is sufficient for the Bank's present requirements and for the period covering at least 12 months from the date of this Prospectus.

Section C - Securities

C.1 Type and class of securities admitted to trading and identification number

The Bank has one class of shares in issue and all shares provide equal rights in the Bank. Each of the Shares carries one vote. The Shares have been created under the Norwegian Public Limited Companies Act and are registered in book-entry form with the VPS and carry the ISIN number NO 001 0694029.

C.2 Currency The Shares are denominated in NOK.

C.3 Number of shares and par value

The Bank's current share capital is NOK 148,369,126.00 divided into 148,369,126 Shares of a nominal value of NOK 1 each.

C.4 Rights attached to the securities

The Bank has one class of shares, and each Share carries one vote and has equal rights to dividend. All the Shares have been created under the Norwegian Public Limited Companies Act, and are validly issued and fully paid. All of the Bank's shareholders have equal voting rights.

C.5 Restrictions on free transferability

The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal upon a transfer of Shares. Share transfers are not subject to approval by the Board of Directors.

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C.6 Admission to trading The Bank will apply for admission to trading of the Shares on Oslo Børs on 31 October 2017. The board of directors of Oslo Børs is expected to consider the application for admission of the Shares to Listing on Oslo Børs on 6 November 2017.

C.7 Dividend policy The Board of Directors has adopted a dividend policy of 0% of the Bank's profit after tax for a given year. The Bank has not paid out any dividends to its shareholders. In the short to medium term, growth will be given priority over dividends.

Section D - Risks

D.1 Key information on the key risks that are specific to the issuer or its industry

The key risks relating to the Bank and the industry in which it operates are the following: • The Bank's business and financial performance have been

and will continue to be affected by general economic conditions, particularly in its main market Norway but also in other markets where the Bank operates or will operate and elsewhere, and any adverse developments in economic conditions in Norway or other markets where the Bank operates or will operate or elsewhere included global economic and financial markets could affect the Bank negatively.

• Komplett Bank is a challenger bank in the Norwegian and Nordic financial services markets and faces risks associated with the implementation of its strategy.

• The Bank currently benefits from its close relations with Komplett AS. There is risk that the cooperation may be less successful than expected and that the corporation will be more costly than beneficial, and, that the cooperation could limit rather than expand the Bank's business opportunities. In addition, termination or any change of the cooperation may affect the Bank negatively.

• The Bank relies heavily on IT systems and is exposed to the risk of failure or inadequacy in these systems, related processes and/or interfaces.

• Due to its reliance on digital solutions and interfaces, the Bank is exposed to risk of cyber crime in the form of, for example, Trojan attacks, phishing and denial of service attacks. The nature of cyber crime is continually evolving.

• The Bank's activities are subject to risks related to money laundering and financing of terrorism.

• The Bank has a risk of loss resulting from inadequate or failed internal processes, people and systems or from external events other than those covered under other risks described here, including any kind of fraud and other criminal acts carried out against the Bank as well as human errors and misconduct.

• As a purely digital bank, Komplett Bank offers its loan products only through its digital platforms and the Bank is exposed to risks relating to the accuracy and completeness of the information used in assessments under its risk policies and its financial models on which credit decisions are based, as well as risks relating to the reliability of the input provided by the customer and/or

8

collected from third party providers. • The Bank operates in a legal and regulatory environment

that exposes it to potentially significant litigation and regulatory risks.

• The Bank may not be able to maintain sufficient insurance to cover all risks related to its operations.

• The Bank's lending activity consists of offering unsecured loans to the retail customer market. Thus, the Bank is exposed to credit risk, which is one of the key risk factors of the Bank's operations.

• The Bank is exposed to liquidity risk, which is the risk of losses due to a maturity mismatch between outstanding loans and deposits and other funding.

• The Bank is exposed to interest rate risk, which is the risk of losses due to changes in the general market interest rate level.

• The Bank is dependent on access to sufficient funding on acceptable terms to be able to meet its obligations as they fall due.

• The Bank is exposed to the risk that capital in the future may not be available on attractive terms, or at all.

• The Bank is exposed to changes in banking and financial services regulations and changes in the interpretation and operation of such regulations.

• The Bank is subject to regulatory capital adequacy requirements and an increased level of risk could lead to an increase in its capital adequacy requirements.

• The implementation of EU Banking Recovery and Resolutions Directive may impact the senior debt funding for the Bank.

• The Bank is subject to risks relating to the implementation of IFRS 9 which introduces a revised impairment model which will require entities to recognise expected credit losses based on unbiased forward-looking information.

D.3 Key information on

the key risks that are specific to the securities

The key risks relating to the Offering and the Listing are the following:

• An active trading market in the Shares may not develop on Oslo Børs or be sustained or that the Shares could be resold at or above the Offer Price.

• The price of the Shares could fluctuate significantly based on factors which affect securities markets including changes in general economic conditions or specific factors relating to the Bank's operations such as changes in the Bank's actual or projected results of operations.

• Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares.

• Investors could be unable to exercise their voting rights

9

for Shares registered in a nominee account.

• Norwegian law could limit shareholders' ability to bring an action against the Bank.

Section E - Offer

E.1 The total net proceeds of the Offering and an estimate of the total expenses

The Bank's total costs and expenses of, and incidental to, the Offering and the Listing, assuming that the Company raises NOK 425 million, assuming that the Over-Allotment Option and the Greenshoe Option both are exercised in full (which would imply gross proceeds to the Company of approximately NOK 504 million) and an Offer Price of NOK 17.75, which is the midpoint of the Indicative Price Range, are estimated to amount to approximately NOK 28 million. Based on these assumptions the net proceeds to the Bank will be NOK 476 million.

No expenses or taxes will be charged by the Bank or the Managers to the applicants in the Offering.

E.2a Reasons for the Offering and use of proceeds

The Listing is an important element in the Bank's strategy. Through the Listing, the Bank aims to provide a regulated marketplace for trading of its Shares. In addition, the Bank believes that the Listing will help to further strengthen the Bank's profile in the markets in which it operates.

The primary purpose of the Offering is to broaden the Bank's shareholder structure and to strengthen the strategic and financial position of the Bank.

The net proceeds to the Bank from the Offering will be applied to facilitate the Bank's growth strategy as further described in this Prospectus, see Section 7.4 "Strategy and Outlook". The Bank has not assigned any portion of net proceeds to growth within any particular product or geographic area.

E.3 Terms and conditions of the Offering

The Offering consists of (i) a an offer of New Shares, each with a par value of NOK 1, to raise gross proceeds of up to NOK 425 million and (ii) an offer of up to 25,469,420 Sale Shares, all of which are existing, have been created under the Norwegian Public Limited Companies Act, and are validly issued and fully paid registered Shares with a par value of NOK 1, offered by the Selling Shareholders as set out in Section 17.2. In addition, the Managers may elect to over-allot a number of Additional Shares, equalling up to approximately 15% of the aggregate number of New Shares and Sale Shares sold in the Offering. Komplett AS has granted to the Stabilisation Manager (SEB), on behalf of the Managers, an option to borrow a number of Shares equal to the number of Additional Shares in order to facilitate such over-allotment. The Company and certain of the Selling Shareholders have further granted the Managers an option, which may be exercised on behalf of the Managers, by the Stabilisation Manager, to subscribe from the Company and to purchase from the Selling

10

Shareholders, up to a combined total number of Shares equal to the Additional Shares in order to facilitate re-delivery of the borrowed Shares. The Offer Shares are all of the same class and will have ISIN NO 001 0694029. The Offer Shares will be offered and admitted to trading in Norwegian Kroner (NOK). The Offering comprises: • An Institutional Offering, in which Offer Shares are being

offered (a) to institutional and professional investors in Norway, (b) to investors outside Norway and the United States, subject to applicable exemptions from prospectus and registration requirements, and (c) in the United States to QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,500,000.

• A Retail Offering, in which Offer Shares are being offered

to the public in Norway subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.

All offers and sales outside the United States will be made in compliance with Regulation S. This Prospectus does not constitute an offer of, or an invitation to purchase, the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. The Bookbuilding Period for the Institutional Offering is expected to take place from 31 October 2017 at 09:00 hours (CET) to 8 November 2017 at 14:00 hours (CET). The Application Period for the Retail Offering is expected to take place from 31 October 2017 at 09:00 hours (CET) to 8 November at 12:00 hours (CET). The Company, in consultation with the Managers, reserves the right to shorten or extend the Bookbuilding Period and/or Application Period at any time at its sole discretion. The Managers expect to issue notifications of allocation of Offer Shares in the Institutional Offering on or about 9 November 2017, by issuing contract notes to the applicants by mail or otherwise. SEB, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation of Offer Shares in the Retail Offering on or about 9 November 2017, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares

11

allocated to it, may contact one of the application offices listed above on or about 9 November 2017 during business hours. Applicants who have access to investor services through an institution that operates the applicant's account with the VPS for the registration of holdings of securities should be able to see how many Offer Shares they have been allocated from on or about 9 November 2017. The due date of payment in the Retail Offering is on or about 13 November 2017. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Retail Offering is expected to take place on or about 13 November 2017. It has been provisionally assumed that approximately 90-99% of the Offering will be allocated in the Institutional Offering and that approximately 1-10% of the Offering will be allocated in the Retail Offering. Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Bank's listing application being approved by the board of directors of Oslo Børs and the Bank satisfying the listing conditions set by Oslo Børs, (ii) the Bank, in consultation with the Managers, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process (iii) the Board of Directors resolving to issue the New Shares and (iv) the NFSA having approved the increase in the Bank's share capital resulting from the Offering. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended without any compensation to the Applicants.

E.4 Material interests in the Offering

The Managers or their affiliates have provided from time to time, and may provide in the future, investment and commercial banking services to the Bank and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Managers do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Managers will receive a management fee which will be an amount equal to a determined percentage of the gross proceeds raised in the Offering, including a discretionary element if and as decided by the Company (based on the overall process, the amount of applicants and the outcome of the Offering) and, as such, have an interest in the Offering. The Selling Shareholders will receive net proceeds from the sale of the Sale Shares. Beyond the above-mentioned, the Bank is not aware of any interest, including conflicting ones, of any natural or legal persons involved in the Offering.

E.5 Selling shareholders and lock-up agreements

Sale Shares are being offered by Macama AS, Perm Invest AS and Sanden AS (the Lead Selling Shareholders) and members of the Bank's Management (the Other Selling Shareholders) (combined the Selling Shareholders).

12

The Selling Shareholders are offering to sell up to 25,469,420 million Sale Shares in the Offering. The Company and the Lead Selling Shareholders have entered into lock-up undertakings that will restrict their ability to issue, sell or transfer Shares for twelve months after the Listing in respect of the Company and six months after Listing in respect of the Lead Selling Shareholders. In addition, the members of the Board of Directors and the Management of the Company (including all Other Selling Shareholders) have entered into lock-up undertakings that restrict their ability to sell or transfer Shares for a period of twelve months after Listing.

E.6 Dilution resulting from the Offering

If the Over-Allotment Option and the Greenshoe Option issued by the Company both are exercised in full, the corresponding maximum number of shares will be 177,989,539, assuming that the Offer Price is set at the low-end of the Indicative Price Range, which corresponds to a dilution for the existing shareholders of approximately 16.6% and a minimum of 175,658,456, assuming the Offer Price is set at the high end of the Indicative Price Range, which corresponds to a dilution for the existing shareholders of approximately 15.5%.

E.7 Estimated expenses charged to investor

Not applicable. No expenses or taxes will be charged by the Company or the Managers to the applicants in the Offering.

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2. RISK FACTORS

An investment in the Bank and the Shares involves inherent risks. Before making an investment decision with respect to the Shares, investors should carefully consider the risk factors set forth below and all information contained in this Prospectus, including the Financial Statements and related notes. The risks and uncertainties described in this Section 2 are the principal known risks and uncertainties faced by the Bank as of the date hereof that the Bank believes are relevant to an investment in the Shares. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford to lose all or part of their investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described in that risk factor are not a genuine potential threat to an investment in the Shares. If any of the following risks were to materialise, individually or together with other circumstances, they could have a material and adverse effect on the Bank and/or its business, financial condition, results of operations, cash flows and/or prospects, which could cause a decline in the value and trading price of the Shares, resulting in the loss of all or part of an investment in the Shares. The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact on the Bank's business, financial condition, results of operations, cash flows and/or prospects. The risks mentioned herein could materialise individually or cumulatively. The information in this Section 2 is as of the date of this Prospectus.

Risks related to the business and operations of the Bank and the industry in which the Bank operates

Risks associated with fluctuations and/or adverse development in economic conditions and markets

The Bank's business and financial performance have been and will continue to be affected by general economic conditions, particularly in its main market Norway but also in other markets where the Bank operates or will operate and elsewhere, and any adverse developments in economic conditions in Norway or other markets where the Bank operates or will operate or elsewhere included global economic and financial markets could affect the Bank negatively.

As the Bank's revenue is derived entirely from customers based in Norway and Finland, the Bank is directly and indirectly subject to the inherent risks arising from general economic conditions in the Nordic region, in particular Norway, other economies which impact the Nordic economy and the state of the Nordic and global financial markets both generally and as they specifically affect financial enterprises.

The Nordic banking market is historically cyclical with operating results of financial enterprises having fluctuated significantly because of volatile and sometimes unpredictable events, some of which are beyond direct control of the Bank. Thus, future events may have material adverse effect on the Bank's business, financial condition, results of operations and/or prospects.

Moreover, the Bank's profits are highly sensitive to the macroeconomic development such as GDP development, interest rate levels, and currency rate development. A decline in the economy may result in weaker growth, higher losses and weaker earnings, and it may make it difficult to raise capital at the same time. By way of examples, an increase in interest rate levels may reduce margins, increase the risk of credit losses and/or result in reduced willingness to take up new loans, increased unemployment is likely to increase overall loan losses, while lower economic activity dampens growth.

14

If the Norwegian or Finnish economy weakens or if the financial markets exhibit uncertainty and/or volatility, this could result in a negative impact on consumers' disposable income, confidence, spending, repayment behaviour and/or demand for credit, which could in turn have a material adverse impact on the Bank's business, financial condition, results of operations and/or prospects. Higher levels of unemployment have historically resulted, for example, in a decrease in borrowing, lower deposit levels and reduced or deferred levels of spending, with adverse impact on fees and commissions received on credit and debit card transactions and demand for home loans and unsecured lending. Higher unemployment rates and decreasing real income among the Bank's customers are likely to have a negative impact on the Bank's results, including through an increase in arrears, forbearance, impairment provisions and defaults.

In addition, deterioration in economic conditions in the Eurozone, including macroeconomic or financial market instability may pose a risk to the Bank's existing and planned business. Should the economic conditions in the Eurozone deteriorate, the macroeconomic risks faced by the Bank would be exacerbated given the influence the Eurozone has on performance of the Nordic economy, and may have an adverse impact on consumer confidence, spending, repayment behaviour and/or demand for credit in the Nordic countries, any of which could have material adverse effect on the Bank's business, financial condition, results of operations and/or prospects.

Risks associated with the implementation of its business strategy

Komplett Bank is a challenger bank in the Norwegian and Nordic financial services markets and faces risks associated with the implementation of its strategy. The current business has a limited operating history, as the Bank initiated its operations in 2014, and implementing its strategy requires Management to make complex judgements, including anticipating customer needs across a range of financial products, anticipating competitor activity and the likely direction of a number of macro-economic assumptions regarding the Norwegian and Nordic economy and the retail banking sector in these areas as well as the regulatory environment the Bank operates in. The Bank's ability to develop and implement its strategies successfully is subject to for example execution risks, management of its cost base and limitations in its management and operational capacity. These risks may increase by a number of external factors, including a downturn in the Norwegian, Nordic or global economy, increased competition in the retail banking sector and/or significant or unexpected changes in the regulation of the financial services sector in Norway or the Nordic region, or the materialization of any of the risk factors mentioned herein, which may require Managements' focus and resources which could imply failure to successfully adapt and implement the Bank's business strategies. Failure to implement its business strategy could have a material adverse effect on Komplett Bank's business, financial condition, results of operations and/or prospects.

Risks associated with its relations with the Komplett Group

The Bank currently benefits from its close relations with Komplett AS.

Komplett Bank is financially and operationally independent of Komplett AS, a shareholder of the Bank and its affiliated companies (the "Komplett Group").

However, the Bank relies on a trademark agreement with the Komplett Group giving the Bank access to utilize the Komplett brand and certain IP rights. The trademark agreement was in May 2017 prolonged until 2022 with automatic annual renewals until one of the parties terminates the agreement. The trademark agreement gives the Bank access to a well-known and well-reputed brand in Norway whereas it is less-known in other markets the Bank operates or will operate in. There is a risk that the value of the brand deteriorates, that the brand is counter-productive in new markets and/or that the trademark agreement is terminated. Any such situation may affect the Bank negatively.

15

Furthermore, the Bank is engaged in a marketing cooperation with the Komplett Group, in particular in connection with its credit card product as well as its payment solutions and distribution of point-of-sales finance ("POS Finance") products, which enables the Bank to market its products towards Komplett's 1.8 million active customers on several web shop platforms.

There is risk that the cooperation may be less successful than expected and that the corporation will be more costly than beneficial, and, that the cooperation could limit rather than expand the Bank's business opportunities. In addition, termination or any change of the cooperation may affect the Bank negatively.

Risks associated with failure or inadequacy in IT systems, processes and/or interfaces

The Bank relies heavily on IT systems and is exposed to the risk of failure or inadequacy in these systems, related processes and/or interfaces.

Komplett Bank's business concept is critically dependent upon an efficient and well-functioning technological platform and related processes, in particular to offer customers digital solutions with 24 hours availability. This is a complex task driven by the Bank's product mix and the need for efficient customer interaction, and interaction and integration with third party solutions, hereunder infrastructure for financial services. The technological platform comprises both internally developed systems as well as third party solutions and the Bank therefore relies heavily on both internal processes and systems as well as processes and systems delivered or hosted by third parties and on well-functioning interfaces between the different systems and processes. Thus, the Bank is exposed to operational risks such as failure or inadequacies in these processes, systems and interfaces.

Further, changes in regulatory or operational requirements may imply material changes to the Bank's current IT systems and processes and could further lead to a change in the systems and solutions provided to the Bank by its third party providers. Such changes may be costly and/or may interfere negatively with other systems and/or processes and may adversely affect the Bank’s ability to deliver needed functionality and/or services.

The Bank's ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports the business of the Bank. Any failure, inadequacy, interruption or security failure of those systems, or the failure to seamlessly maintain, upgrade or introduce new systems, could harm the Bank's ability to effectively operate its business and increase its expenses and harm its reputation. There is a risk that customers, as a result of interruptions in the services, terminate their relationship with the Bank. These risks may in turn have a material adverse effect on the Bank's financial condition, results of operations and/or prospects.

Risks associated with cyber crime

Due to its reliance on digital solutions and interfaces, the Bank is exposed to risk of cyber crime in the form of, for example, Trojan attacks, phishing and denial of service attacks. The nature of cyber crime is continually evolving. The protection of its customer and company data, and its customers' trust in the Bank's ability to protect such information, is of key importance to Komplett Bank. The Bank relies in part on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as personal identifiable information, personal financial information, payment card data, account transcripts and loan and security data. It further relies on third parties for hosting and servicing. Despite the security measures in place, the Bank's facilities and systems, and those of its third party service providers, may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors which exposes the Bank for cyber crime and/or other similar events.

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If one or more of such events occur, any one of them could potentially jeopardise confidential and other information related to the Bank, its customers and its counterparties. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by the Bank or its vendors, could damage the Bank's reputation, expose it to risk of litigation, increased capital requirements or sanctions from the NFSA, disrupt its operations or affect the Bank negatively in other ways, hereunder that the Bank may also be required to spend significant additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures. This could in turn have a material adverse effect on the Bank's business, results of operations, financial position and/or prospects.

Risks associated with outsourcing

Komplett Bank outsources a number of business critical systems and processes. In the event that the current outsourcing becomes unsatisfactory, are terminated or Komplett Bank's outsourcing partners are unable to fulfil their obligations, there is a risk that the Bank may be unable to locate new outsourcing partners on economically attractive terms and/or experiences unsatisfactory service levels or even disruptions in its business critical services and operations, hereunder distribution and servicing of the Bank’s products, customers’ accounts and/or puts the Bank in a situation where it is unable to fulfil its regulatory obligations towards customers and/or authorities.

Risks associated with attracting, developing and retaining qualified personnel

Komplett Bank is a relatively small company with a lean organization and is therefore sensitive to its ability to attract, develop and retain highly competent key employees and management. Loss of key employees and management could have a material adverse effect on the continued success of the Bank's business, financial position, results of operations and/or prospects. This sensitivity relates both to the continued operation of its ongoing business and to its ability to develop the business over time.

To the extent that the Bank is unable to meet or satisfy its staffing requirements, the Bank's growth and profitability may be impaired, which could have a material adverse effect on the Bank's business, financial condition, results of operations and/or prospects.

Risks associated with money laundering and financing of terrorism

The Bank’s activities are subject to risks related to money laundering ("ML") and financing of terrorism ("FT") (together referred to as "ML/FT").

In general, the risk that banks will be subjected to or used for ML/FT has increased worldwide. The Bank offers personal loans, credit cards, deposit accounts and point-of-sales finance products to consumers i.e. retail banking. The European Banking Authority ("EBA") has emphasized that retail banking is particularly vulnerable to terrorist financing and to all stages of the money laundering process. Further, the volume of business relationships and transactions associated with retail banking can make identifying ML/TF risk associated with individual relationships and spotting suspicious transactions particularly challenging. Although the Bank believes that its current policies and procedures are sufficient to comply with applicable rules and regulations on this area, it cannot guarantee that its policies and procedures for anti-money laundering and countering the financing of terrorism (AML/CTF procedures) will prevent instances of ML/FT or that there will not be instances of employee non-compliance with such AML/CTF procedures.

Any violation of anti-money laundering/countering financing of terrorism rules and regulations, or even the suggestion of violations, may have severe financial, legal and reputational consequences for the Bank and may have a material negative effect on the Bank.

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Risks associated with identity fraud

The Bank is exposed to risk related to identity fraud. As a pure digital bank, Komplett Bank relies on customer identity verifications based on third party providers such as eID issuers (e.g. BankID in Norway and TUPAS in Finland) for customer due diligence measures in connection with the establishment of customer relationship, electronically signing of customer contracts and transactions. Although the Bank believes that its current policies and procedures minimize the risk of identity fraud, it cannot guarantee that its policies and procedures will prevent instances of identity fraud or that there will be no instances of employee non-compliance with such policies. Occurrences related to identity fraud may have severe financial, legal and reputational consequences for the Bank and may, as a result, adversely affect the Bank's business, results of operations and/or prospects.

Risks associated with people, systems and processes

The Bank has a risk of loss resulting from inadequate or failed internal processes, people and systems or from external events other than those covered under other risks described here, including any kind of fraud and other criminal acts carried out against the Bank as well as human errors and misconduct. Its business is dependent upon accurate and efficient processing and reporting of a high volume of complex transactions across numerous and diverse products and services. Any weakness in these systems or processes, or deliberate misconduct, could have a material adverse effect on the Bank's business, results of operations and/or prospects. There can be no assurance that the risk controls, loss mitigation and other internal controls or actions that are applied by the Bank could help prevent the occurrence of events resulting in severe interruptions, delays, the loss or corruption of data or the cessation of the availability of systems or other operational issues leading to a loss for the Bank. Further, some of the measures used by the Bank to identify and mitigate risks are based on historical information, and there is a risk that such measures are inadequate in predicting future risk exposure. Furthermore, risk management methods may rely on estimates, assumptions and information that may be incorrect, inadequate or outdated. If the risk management is insufficient or inadequate, this could have a material adverse effect on the Bank.

Risks associated with non-face-to-face automated customer processes and procedures

As a purely digital bank, Komplett Bank offers its loan products only through its digital platforms. The customer provides information used in automated assessments, and certain input factors are collected from or verified by external sources, either by documents forwarded to the Bank for manual review or information automatically retrieved from external information providers. For the most part, the loan applications are determined automatically based on the input from the customer and such third party information, and in accordance with predetermined risk policies and financial models. There are inherent risks associated with online processing of loan applications and reliance on information provided by the customers in non-face-to-face automated processes and without personal contact. Consequently, the Bank is exposed to risks relating to the accuracy and completeness of the information used in assessments under its risk policies and its financial models on which credit decisions are based, as well as risks relating to the reliability of the input provided by the customer and/or collected from third party providers. If these risks materialize, this may, as a result, have a material adverse effect on the Bank's business, results of operations and/or prospects.

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Risks associated with competition or the industry's attractiveness

The Bank operates in an increasingly competitive Norwegian and Finnish financial service market. The Bank competes mainly with other providers of consumer finance, including Norwegian and non-Norwegian banks and other financial enterprises but will also be affected by activities and services from other companies operating in relation to financial services, hereunder so called FinTech companies.

Competition may intensify further, or the industry’s attractiveness may deteriorate as a result of competitor behaviour, activities from FinTech companies, changes in consumer demand or behaviour, technological changes, market consolidation, new market entrants and/or regulatory action. In particular, the implementation of Directive 2015/2366/EC on payment services ("PSD2") may result in increased competition from foreign banks as well as increase the competition between banks and other financial services providers as well as open up for services from FinTech companies that deteriorates the position of banks as such or for the Bank in particular. As of this date, it is expected that PSD2 will be implemented in Norway in the first half of 2018.

Should the competition increase or the industry's attractiveness deteriorate as a result of these or other factors, the Bank could be materially adversely affected. Further, if the Bank is unable or is perceived to be unable to compete efficiently, its competitive position may be adversely affected, which as a result, may have a material adverse effect on the Bank including negative effects on the Bank's margins and/or business volumes.

Risk associated with public opinion, media etc.

In recent years, the Norwegian consumer loan market has grown rapidly. The growth of the Norwegian retail banking market and the corresponding growth in consumer loans to Norwegian households have led to increased attention on retail banking both from public authorities as well as the general media. Such attention has for a large degree been with a negative bias with focus on borrowers who due to negative development of personal finances, lack of structure on repayment plan or for other reasons have experienced that the loan and related costs has become unnecessary burdenful. Thus, the Bank is subject of the risk of continued negative attention of the retail banking market in general as well as potential focus on the Bank's operations in particular. Negative attention on retail banking from the media and public authorities may lead to a negative development of or trigger changes in the Bank's business operations. Such negative attention may influence consumer demand for the Bank's products, the Bank's ability to attract and retain qualified personnel as well as the general business environment the Bank operates in. Further, negative attention may also affect the decision making of public authorities or trigger changes to the regulatory environment of which the Bank operates and/or the content of industry norms relating to retail banking which may in turn affect the Bank's operations and strategies.

Risks associated with legal actions, litigation etc.

The Bank operates in a legal and regulatory environment that exposes it to potentially significant litigation and regulatory risks. As a result of the litigation and regulatory risk, the Bank may in the future become involved in various disputes and legal, administrative and governmental proceedings in Norway, Finland and other jurisdictions that potentially could expose the Bank to significant losses and liabilities. Such claims, disputes and proceedings are subject to several uncertainties, and their outcomes are often difficult to predict, particularly in the earlier stages of a case or an investigation.

Adverse regulatory action or adverse judgments in litigation could result in sanctions of various types for the Bank, including, but not limited to, the payment of fines, damages or other amounts, the invalidation of contracts, or in restrictions or limitations on the

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Bank's operations, any of which could have a material adverse effect on the Bank's reputation or financial condition. In addition, any determination by the NFSA or the Norwegian Data Protection Agency, or similar competent authorities in jurisdictions which the Bank operates, that the Bank has not acted in compliance with applicable laws, or any failure to develop effective working relationships with the competent authorities such as the NFSA, could have a significant and negative effect not only on the Bank's businesses in the relevant markets but also on its reputation in general. Proceedings relating to the Bank's regulated businesses may expose it to increased regulatory scrutiny and oblige it to accept constraints that involve additional costs or otherwise put it at a competitive disadvantage, which will also demand increased resources by Komplett Bank's management.

Komplett Bank is currently not part in any civil actions or legal proceedings relating to its ordinary business or otherwise which significantly affect or may come to adversely affect The Bank's financial strength. However, the Bank cannot guarantee that there will not be claims or legal actions in the future (including regulations) against the Bank which may affect or could significantly adversely affect the Bank's financial position, earnings or market position.

Risks associated with inadequate insurance

The Bank's business is subject to a number of risks, including, but not limited to fraud, disruption in the infrastructure, human errors, litigation and/or criminal acts. Such occurrences could result in financial losses and possible legal liability. Although the Bank seeks to maintain insurance or contractual coverage to protect against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with the Bank's operations, which could have a material and adverse effect on the Bank's business, financial condition, results of operations and/or prospects.

Financial risks

Credit risk

The Bank's lending activity consists of offering unsecured credit lines to the retail customer market. Thus, the Bank is exposed to credit risk, which is one of the key risk factors of the Bank's operations. Credit risk is risk of losses due to failure of customers or other debtors to meet their obligations, and that any collateral, e.g. from collection proceedings, will not cover the outstanding claims, primarily from its lending activities. Consequently, the Bank is exposed to a risk that it will not receive full repayment of its claims. Further, the Bank is exposed to concentration risk which is the risk of negative development of an entire sector or otherwise correlated loans. Adverse changes in the credit quality or behaviour of the Bank's borrowers could reduce the value of the Bank's assets and increase the Bank's write-downs and allowances for impairment losses. A range of macroeconomic events and other factors, including but not limited to increased unemployment, reduced asset values, lower consumer spending, increased customer indebtedness, increased interest rates and/or higher default rates, may also affect the overall credit quality profile of the Bank's borrowers.

Furthermore, changes to repayment patterns for claims under collection and/or in the Bank’s ability to sell off claims under collection to third parties and/or prices offered from such third parties, may result in material adverse changes to the Bank’s write-downs and allowances for impairment losses.

Liquidity risk

The Bank is exposed to liquidity risk, which is the risk of losses due to a maturity mismatch between outstanding loans and deposits and other funding. It is vital for Komplett Bank to be able to fund its financing needs through customer deposits and funding from the capital market, at any given point of time.

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The Bank may experience difficulties in attracting sufficient customer deposits and funding from the market to match its liquidity needs. In such cases, the Bank may have to reduce its loan growth or increase its cost of funding, hereunder interest rates for deposits, and this may result in slower business growth and/or weaker earnings than forecasted. If the Bank has difficulty in securing adequate sources of short- and long-term funding, this could have a material adverse effect on its business, financial condition and/or results of operations.

In the case of turbulence in capital markets and/or if the Bank develops weaker than expected, the liquidity risk can be significant. Deposits from the public can be withdrawn quickly in a stressed situation. To counteract negative consequences of fluctuations in deposit volume, the Bank maintains a liquidity buffer to absorb expected fluctuations.

Interest rate risk

The Bank is exposed to interest rate risk, which is the risk of losses due to changes in the general market interest rate level.

First, interest rates affect the cost and availability of the principal sources of the Bank's funding, including customer deposits and senior unsecured bonds. A sustained low interest rate environment keeps the Bank's costs of funding low by reducing interest expense. However, lower interest rates reduce incentives for consumers to save and, therefore, may constrain supply of deposits and consequently the Bank's ability to fund its lending operations.

Second, interest rates such as the Norwegian Interbank Offer Rate (NIBOR) affect the Bank's net interest margin and income. Although the Bank determines its lending and deposit rates at its own discretion, the interest rates are inherently and indirectly linked to market rates. Sudden large or frequent increases in interest rates may have an adverse effect on the Bank's profit due to the value of the Bank's assets and liabilities having different interest rate sensitivity. If Komplett Bank is unable to manage its exposure to interest rate volatility, whether through product pricing and maintenance of borrower credit or other means, its business, financial condition, results of operations and/or prospects may be adversely affected.

Third, interest rates affect the Bank's loan impairment levels and customers' affordability position. For example, an increase in interest rates may lead to an increase in default rates, in turn leading to increased impairment charges, loan losses and lower profitability for the Bank.

Fourth, a high interest rate environment may reduce demand for lending products, as individuals are less likely or less able to borrow when interest rates are high, and a high interest rate environment may thus have a material adverse effect on the Bank's financial position, results of operations and/or prospects.

Market risk

Market risk is the potential loss caused by changes in market prices such as changes in prices of securities, widening credit spreads, changes in interest rates, and fluctuations in currency exchange rates. The Bank's exposure to market risk is related to the Bank’s holding of financial assets apart from its lending to the public and currency risk exposure in relation to cross border activities.

Fluctuations in market prices may lead to significant losses for the Bank.

Foreign currency risk

The Bank is exposed to currency risk, which is the risk of losses from fluctuations in currency exchange rates. The Bank has assets and liabilities as well as future expected cash flows currently primarily in NOK, EUR and SEK. Currency rates in financial markets are volatile and may fluctuate rapidly. Changes in currency rates could cause the Bank's

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assets to decrease or liabilities to increase in value. There is also the risk that liquidity in currency markets will dry up, making it difficult or impossible to hedge currency risk or settle existing hedges. In addition, currency rate movements will affect the size of the Bank's balance sheet and can therefore increase the Bank's capital requirements.

Funding risk

The Bank is dependent on access to sufficient funding on acceptable terms to be able to meet its obligations as they fall due. This risk is inherent in banking operations and can be heightened by a number of enterprise-specific factors, including over-reliance on a particular source of funding (including, for example, short-term and overnight funding), changes in credit ratings or market-wide phenomena such as market dislocation and major disasters. Furthermore, the Bank is dependent on sufficient funding in order to carry out its lending business.

The Norwegian savings market is the Bank's principal source of funding and the Bank is therefore dependent upon the development in the Norwegian savings market. In the event of a temporary or permanent decline in the Norwegian savings ratio (being the amount Norwegian households save as a proportion of disposable income) or a material change in instruments that Norwegian households allocate their savings to or any other material change in savings behaviour, the Bank's deposits from customers may decline. This may in turn have a material adverse effect on the ability of Komplett Bank to fund its business, lending activity and affect the Bank's ability to deliver its strategic income targets, which may in turn have a material adverse effect on the Bank's business, financial condition, results of operations and/or prospects.

Risk for inadequate access to capital

The Bank is exposed to the risk that capital in the future may not be available on attractive terms, or at all.

The Bank may need to obtain additional capital in the future, e.g. due to reduced margins, operational losses, negative credit risk migration, growth above expectations, or other factors affecting its capital adequacy and/or stricter capital adequacy requirements. Such capital, whether in the form of subordinated debt, hybrid capital or additional equity, may not be available on attractive terms, or at all.

Further, any such development may expose the Bank to additional costs and liabilities and require it to change the manner in which it conducts its business or otherwise have a material adverse effect on the Bank.

Systemic risk

Given the high level of interdependence between financial enterprises, the Bank is and will continue to be subject to the risk of deterioration of the commercial and financial soundness, or perceived soundness, of other financial enterprises. Within the financial services industry, the default of any one enterprise could lead to defaults by other enterprises. Concerns about, or a default by, one enterprise could lead to significant liquidity problems, losses or defaults by other enterprises. This risk is sometimes referred to as "systemic risk".

Systemic risk could have a material adverse effect on the Bank.

Risk related to laws and regulations

Risks associated with regulatory environment

The Bank is exposed to changes in banking and financial services regulations and changes in the interpretation and operation of such regulations.

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The Bank is subject to financial services laws, regulations, administrative actions and policies in Norway. Changes in supervision and regulation in Norway and in the European Union ("EU")/the European Economic Area ("EEA"), could materially affect the Bank's business, the products and services offered or the value of its assets. Future changes in regulation, fiscal or other policies can be unpredictable and are beyond the control of the Bank.

Areas where changes or developments in regulation and/or oversight could have a material adverse impact include, but are not limited to (i) changes in monetary, interest rate and other policies, (ii) general changes in government and regulatory policies or regimes which may significantly influence investor decisions or increase the costs of doing business in Norway, (iii) changes in competition and pricing environments, (iv) differentiation among financial enterprises with respect to the extension of guarantees to bank deposits and borrowings from customers and the terms attaching to such guarantees, (v) increased financial reporting requirements and (vi) changes in regulations affecting the Bank's current structure of operations products or activities. Financial regulators responding to future crisis or other concerns may adopt new or additional regulations, imposing restrictions or limitations on banks' operations, including, but not limited to, increased capital requirements, disclosure and/or reporting standards or restrictions on certain types of transaction structures or business activities. The Bank may also be affected by implementation of measures that are part of the EU Capital Markets Union.

Future changes in the regulatory environment and the NFSA or other government agencies' interpretation or operation of existing legislation or regulation can be unpredictable and are beyond the control of the Bank.

The Bank may be affected by Directive 2014/749/EC which imposes a harmonized level of deposit guarantee of EUR 100 000 which shall apply within the EU by 31 December 2018. It is currently unclear whether Norway may uphold its current level of deposit guarantee after this date. For the time being, the Norwegian guarantee scheme provides for a deposit guarantee of NOK 2 million, corresponding to about EUR 210 000. The Norwegian Guarantee Fund provides banks deposit guarantees if banks are unable to meet its commitments. A change in the Norwegian deposit guarantee scheme may have a material adverse effect on the Bank's funding.

Further, PSD2 may lead to increased competition between banks and other payment services providers as the directive requires banks to reformulate their approach to providing secure data access to third parties, and thus it increases the competition between payment service providers because more payment service providers are given access to customers' account information, including funds available.

The Bank is also subject to laws and regulations concerning the Bank's activities directed towards consumers, the Bank's target customers and is therefore in particular exposed to the effects of newly adopted regulations and guidelines targeted at consumer financing in specific, as well as any changes to these and to the NFSA's or other government agencies' interpretation or operation of these or changes to such. For a description of recent or future developments, please see Section 8.2.6 "Consumer Protection" and Section 8.3 "Future developments". The effects of newly adopted regulations and guidelines and any changes in laws and regulations concerning consumer financing and or marketing activities towards consumers could have a negative effect on the Bank's business, results of operations and overall financial condition.

A non-exhaustive overview of the current regulatory framework for the Bank is described in Section 8 "Regulatory Overview".

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Risks associated with regulatory capital and liquidity requirements

The Bank is subject to regulatory capital adequacy requirements and an increased level of expected or perceived risk or changes in the requirement as such could lead to an increase in its capital adequacy requirements.

The global financial market turbulence in 2008-2009 gave rise to international focus on certain issues identified as contributors to the crisis. This resulted in the Basel III accord and subsequent changes in the European regulatory framework including the new capital adequacy rules known as CRD IV/CRR, that are also implemented in Norway and which the Bank is subject to. These rules entail a step-up in the Tier 1/Tier 2 risk-weighted capital requirement. The counter-cyclical buffer (maximum 2.5%) is to be re-assessed each quarter; an increase will normally be with a 12-month notice. In July 2017, the Norwegian Ministry of Finance decided to maintain the rate of 1.5% until 31 December 2017 when the rate will be set at 2%. The new rules also included capital requirement on a non-risk weighted basis to be implemented by 2018. On 20 December 2016, the Ministry of Finance adopted non-risk based leverage ratio requirements that certain financial enterprises, such as banks, are subject to. The effect of these new rules is likely to be more significant to other banks, with Internal Ratings-Based ("IRB") assessments and portfolios carrying a low average risk weight. The CRD IV/CRR framework also includes liquidity requirements.

Liquidity Coverage Ratio ("LCR") was introduced 2016 onwards, with gradual implementation. An additional Net Stable Funding Ratio ("NSFR") shall be implemented within 2018. In addition to these general "Pillar 1", requirements referred to above, CRD IV permits regulators to require additional capital calibrated individually to address the specific risk profile of each bank at any time.

The Bank may in the future be subject to further increases in capital and liquidity requirements as well as other regulatory requirements and constraints concerning increased capital requirements pursuant to Pillar 1. Moreover, the NFSA may impose stricter capital requirements for the Bank pursuant to the specific risks relating to the Bank's operations under the Pillar 2 assessment. The Bank has not as of yet received any Pillar 2 requirement from the NFSA and is currently not regarded as a systemic important bank in Norway. The Bank has in its internal capital adequacy assessment process ("ICAAP") assumed that a relevant Pillar 2 requirement will be at the level of banks with similar operational model, products and growth, adjusted for the actual situation of the Bank on relevant parameters. There can be no assurance against that the Bank will receive a higher Pillar 2 requirement from the NFSA than currently adopted by the Bank for its capital planning. A stricter capital requirement, or any such requirements as mentioned above, could have material adverse effect on the Bank's financial position and profitability.

The implementation of BRRD may impact the debt funding for the Bank

It is expected that the implementation of the EU Banking Recovery and Resolutions Directive ("BRRD") will impact the debt funding for banks and lead to added regulatory requirements on a number of banks. BRRD requires banks to draw up recovery and resolution plans to be scrutinized by regulators, and introduces inter alia the bail-in tool here after the regulators can affect a write-off of unsecured debt or conversion into equity in a financial distress scenario. On 21 June 2017, the Ministry of Finance submitted a draft proposal (Prop. 159 L (2016-2017)) to the Norwegian Parliament regarding the implementation of BRRD in Norway and proposed amendments in the Act on Financial Enterprises and Financial Groups of 10 April 2015 No. 17. It is expected that the proposed amendments in will be adopted by the Norwegian Parliament in the fourth quarter of 2017.

It is expected that BRRD will increase cost of unsecured bank debt, in particular as comparted to secured debt exempted from bail-in. Consequently, under BRRD, any

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perceived uncertainty regarding a bank's financial position may significantly limit its access to debt funding. Thus, the Bank may be subject to increased costs of unsecured bank debt in the future and this may adversely affect the Bank's access to debt funding.

Risks associated with debt recovery regulation

The Bank offers unsecured credit to consumers at high interest margins, and such credits involve a high risk of defaults. Thus, the Bank is highly dependent on the possibility to initiate effective measures to recover debt from such customers, including transfer of claims to other financial enterprises.

Recovery of debt from Norwegian debtors is subject to the procedures set forth in the Act on Debt Collection and Other Recovery of Overdue Pecuniary Claims of 13 May 1988 no. 26 ("Debt Collection Act"). On 13 September 2017, the NFSA issued a statement that they had addressed the issue to revise the current Debt Collection Act in a letter to the Norwegian Ministry of Justice and Public Security. Any future changes in the act on debt collection, its adherent regulations or changes in other laws and regulations which impede the Bank's ability to recover debt may have an adverse material effect on the Bank's operations and/or overall financial condition.

Moreover, the Bank has expanded its operations to Finland and plans to expand its operations to other jurisdictions and there is a risk that regulations and procedures in such countries concerning debt recovery impede the Bank's ability to recover debt from its customers. In addition, the Bank will be exposed to changes or amendments to such jurisdictions which may impede the Bank's ability to recover debt in these jurisdictions.

Risks associated with geographic expansion and different regulatory environments

In February 2017, the Bank expanded its operations to Finland and is currently in the process of further geographic expansion of its operations. The Bank's key activities, inter alia, giving unsecured credit to consumers and adherent marketing activities, will be subject to the legal requirements in other countries than Norway. The Bank has no previous experience with the conduct of such activities outside of Norway, and thus there is a risk that the expansion will not be as successful as expected and/or that the Bank will face difficulties by offering unsecured credit in such jurisdictions due to stricter or more intricate regulations on consumer protection, requirements concerning credit agreements and regulations on recovery of debt.

The implementation of the EU Market Abuse Regulations may lead to withholding of information from the public in certain distress scenarios

EU Regulation No. 596/2014 of European Parliament and of the Council of 16 April 2014 on market abuse ("MAR"), which is expected to be implemented in Norway in 2018, increases the risk for holders of listed shares and bonds issued by banks, providing for an exemption from ordinary disclosure requirements for listed companies. The new rules allow banks to withhold information on a distress scenario, even where this delay of disclosure is likely to mislead the public. The relevant MAR rule provides that, in order to preserve the stability of the financial system, an issuer that is a credit institution or a financial enterprise, may, on its own responsibility, delay public disclosure of inside information, including information which is related to a temporary liquidity problem and, in particular, the need to receive temporary liquidity assistance from a central bank or lender of last resort, provided certain conditions are met, including that disclosure entails a risk of undermining the financial stability of the issuer and of the financial system. The Bank is not regarded as a systemic important bank in Norway but there can be no assurance that regulators will limit this exemption to such banks in light of the interlinks among banks.

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The Bank is subject to the Norwegian provisions on ownership control

Pursuant to the Act on Financial Enterprises and Financial Groups of 10 April 2015 No. 17 (FEA), acquisition of qualifying holdings in a financial enterprise is subject to prior approval by the Norwegian Ministry of Finance or the NFSA. A qualifying holding is a holding that represents 10% or more of the capital or voting rights in a financial enterprise or allows for the exercise of significant influence on the management of the enterprise and its business. Approval may only be granted if the acquirer is considered appropriate according to specific non-discriminatory tests described in the FEA (the so-called "fit and proper" test). Any person intending to acquire 10% or more of the capital or voting rights of the Bank, must be explicitly approved by the NFSA and/or the Norwegian Ministry of Finance, as applicable before the transaction can be carried through. Such persons run a risk that their application for approval is denied or that Norwegian authorities impose unfavourable conditions related to an approval.

Risks associated with tax or VAT laws

The Bank is subject to Norwegian laws and regulations regarding tax and VAT, including tax on the added value of financial services and payroll taxes. Laws, regulations and practise pertaining to these direct and indirect taxes are highly complex, and may be subject to change (possibly on a retroactive basis) and to different interpretations. Future actions by the Norwegian government to change the tax or VAT laws or regulations, to increase tax or VAT rates, including the applicable rates and taxable basis for the tax on added value for financial services and the applicable rates for payroll taxes, or to impose additional taxes or duties, might reduce the Bank's profitability. Further, changes in the interpretation of tax or VAT legislation as well as differences in opinion between the Bank and Norwegian tax authorities with respect to the interpretation of relevant legislation or regulations might also adversely affect the Bank's business and profitability.

In addition, there is a risk that the Bank in the future will be subject to tax or VAT rates, including payroll taxes, taxes on added value for financial services and similar taxes, in other jurisdictions in which it will be operating. Currently, the Bank is of the opinion that it does not have a taxable presence in other jurisdictions than Norway. However, there can be no assurance that the local tax authorities will accept this position. Further, there is a risk that there will be revisions of the applicable tax or VAT legislation and changes in the interpretation as well as differences in opinion between the Bank and tax authorities with respect to interpretation of relevant legislation. Such changes and the outcome of ongoing proceedings where the Bank's interpretation of tax and VAT legislation is challenged by local tax authorities could have a material adverse effect on the Bank's business, financial situation, results of operations, liquidity and/or prospects.

The share capital of the Bank may be written down by the Bank's shareholders or the Norwegian authorities under the Act on Financial Enterprises and Financial Groups

The share capital of the Bank may be written down by the shareholders of the Bank or by the Norwegian authorities pursuant to powers granted to them under Chapter 21 of the Act on Financial Enterprises and Financial Groups (FEA).

Risks relating to IFRS 9

IFRS 9 Financial Instruments was endorsed by the EU in November 2016 and will replace IAS 39 Financial Instruments: Recognition and Measurement and be effective for periods beginning on or after 1 January 2018. IFRS 9, in particular the impairment requirements, will lead to significant changes in the accounting for financial instruments, including loans and commitments to customers.

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The IFRS 9 methodology implies greater volatility in write-downs, and it is expected that the impairment comes earlier than under the current standard. This will be particularly noticeable at the start of a recession. The general expectation among banks is that the implementation of IFRS 9 will result in an increase in the recognition of impairment losses due to the change to an expected loss model and consequently the implementation may have a negative effect on the Bank's financial reports compared to reporting IAS 39. The Bank estimates a one-off effect at implementation of IFRS 9 between NOK 50 million and NOK 150 million in increased provisions. Any changes to this before or at implementation, or volatility in write-downs after implementation could have a material adverse effect on the Bank's business, financial situation, results of operations and/or prospects.

Risk relating to the Offering and the Listing

The Bank will incur increased costs as a result of being a publicly traded company

As a publicly traded company with its shares listed on Oslo Børs, the Bank will be required to comply with Oslo Børs' reporting and disclosure requirements and with corporate governance requirements. The Bank will incur additional legal, accounting and other expenses to comply with these and other applicable rules and regulations, including hiring additional personnel. The Bank anticipates that its incremental general and administrative expenses as a publicly traded company will include, among other things, costs associated with annual and quarterly reports to shareholders, shareholders' meetings, investor relations, incremental director and officer liability insurance costs and officer and director compensation. Any such increased costs, individually or in the aggregate, could have a material adverse effect on the Bank's business, operating income and overall financial condition.

An active trading market in Shares may not develop on Oslo Børs and/or the market value of the Shares may fluctuate

Prior to the Listing, the Shares were not listed on Oslo Børs, and there is no assurance that an active trading market for the Shares will develop, or be sustained or that the Shares could be resold at or above the Offer Price. The market value of the Shares can be substantially affected by the extent to which a secondary market develops for the Shares following the completion of this Offering.

The sale of Sale Shares on behalf of Existing Shareholders who do not participate in the Offering may result in a reduction in the market price of the Shares and increased volatility in the Shares

Certain Existing Shareholders may be unable to participate in the Offering as a matter of applicable law. Other Existing Shareholders may also choose not to participate in the Offering. The sale of Sale Shares by or on behalf of Existing Shareholders could cause significant downward pressure on, and may result in a substantial reduction in, the price of the Shares.

The price of the Shares could fluctuate significantly

The trading volume and price of the Shares could fluctuate significantly. Securities markets in general have been volatile in the past. Some of the factors that could negatively affect the Share price or result in fluctuations in the price or trading volume of the Shares include, for example, changes in the Bank’s actual or projected results of operations or those of its competitors, changes in earnings projections or failure to meet investors’ and analysts’ earnings expectations, investors’ evaluations of the success and effects of the strategy described in this Prospectus, as well as the evaluation of the related risks, changes in general economic conditions, changes in customer preferences, changes in shareholders and other factors. This volatility has had a significant impact on

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the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate based upon factors that have little or nothing to do with the Bank, and these fluctuations may materially affect the price of the Shares.

Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares

The Bank may in the future decide to offer additional Shares or other securities in order to finance new capital-intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes.

There is no assurance that the Bank will not decide to conduct further offerings of securities in the future. Depending on the structure of any future offering, certain existing shareholders may not have the ability to subscribe for or purchase additional equity securities. If the Bank raises additional funds by issuing additional equity securities, holdings and voting interests of existing shareholders could be diluted.

Investors could be unable to exercise their voting rights for Shares registered in a nominee account

Beneficial owners of the Shares registered in a nominee account (through brokers, dealers or other third parties) could be unable to vote for such Shares unless their ownership is re-registered in their names with the VPS prior to any General Meeting. There is no assurance that beneficial owners of the Shares will receive the notice of any General Meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners.

Norwegian law could limit shareholders' ability to bring an action against the Bank

The Bank is a public limited company organised under the laws of Norway. The majority of the members of the Bank's Board of Directors and Management reside in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Bank, to enforce against such persons or the Bank judgments obtained in non-Norwegian courts, or to enforce judgments on such persons or the Bank in other jurisdictions.

Difficulties for foreign investors to enforce non-Norwegian judgements

The Bank is organized under the laws of Norway. Currently, the majority of the Bank's Board of Directors is residents of Norway, and the vast majority of its assets are in Norway. As a result, it may not be possible for non-Norwegian investors to affect service of process on the Bank or the Bank's directors in the investor's own jurisdiction, or to enforce against them judgments obtained in non- Norwegian courts. However, Norway is party to the Lugano Convention and a judgment obtained in another Lugano Convention state will in general be enforceable in Norway. However, there is no regulation providing for general recognition or enforceability in Norway of judgments of non- Lugano Convention state courts, such as the courts of the United States.

Exchange rate fluctuations could adversely affect the value of the Shares and any dividends paid on the Shares for an investor whose principal currency is not NOK

The Shares will be priced and traded in NOK on Oslo Børs and any future payments of dividends on the Shares will be denominated in NOK. Exchange rate movements of NOK will therefore affect the value of these dividends and distributions for investors whose principal currency is not NOK. Further, the market value of the Shares as expressed in foreign currencies will fluctuate in part as a result of foreign exchange fluctuations. This

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could affect the value of the Shares and of any dividends paid on the Shares for an investor whose principal currency is not NOK.

Market interest rates could influence the price of the Shares

One of the factors that could influence the price of the Shares is its annual dividend yield as compared to yields on other financial instruments. Thus, an increase in market interest rates will result in higher yields on other financial instruments, which could adversely affect the price of the Shares.

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3. RESPONSIBILITY FOR THE PROSPECTUS

This Prospectus has been prepared in connection with the Offering and the Listing.

The Board of Directors of Komplett Bank ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

30 October, 2017

The Board of Directors of Komplett Bank ASA

Live Bertha Haukvik Chairman

Bodil Palma Hollingsæter Deputy Chairman

Casper Wakefield Board member

Christina Heskestad Pedersen Board member

Hermann Alexander Kopp Board member

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4. PRESENTATION OF INFORMATION

Date of information

The information contained in this Prospectus is current as at the date of the Prospectus and is subject to change or amendment without notice. In accordance with section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time of approval of this Prospectus by the NFSA and the Offering and Listing, will be included in a supplement to this Prospectus. Except as required by applicable law and stock exchange rules, the Bank does not undertake any duty to update the information in this Prospectus. The publication of this Prospectus shall not under any circumstances create any implication that there has been no change in the Bank's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus.

Presentation of financial information

Financial Information

The Bank's audited financial statements as of, and for the year ended, 31 December 2016 (with comparable figures for 2015) have been prepared in accordance with the International Financial Reporting Standards, as adopted by the EU ("IFRS") (the "2016/2015 IFRS Annual Financial Statements"). The audited financial statements for the year ended 31 December 2015 and 2014 have been prepared in accordance with Norwegian Generally Accepted Accounting Principles ("NGAAP") (the "2015/2014 NGAAP Annual Financial Statements" and together with the 2016/2015 IFRS Annual Financial Statements, the "Annual Financial Statements"). The Bank's unaudited interim financial statements as of, and for the nine and three month period ended, 30 September 2017 and 2016 (the "Interim Financial Statements"), have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34"). The Annual Financial Statements and Interim Financial Statements are together referred to as the "Financial Statements". The 2015/2014 NGAAP Annual Financial Statements are incorporated by reference to this Prospectus, see Section 19.1 "Incorporation by reference". The 2016/2015 IFRS Annual Financial Statements is included in Appendix B to this Prospectus, and the Interim Financial Statements is included in Appendix C to this Prospectus.

The Annual Financial Statements have been audited by PricewaterhouseCoopers AS, as set forth in their auditor's report incorporated by reference (for the 2015/2014 NGAAP Annual Financial Statements), see Section 19.1 "Incorporation by reference" and included in Appendix B to this Prospectus (for the 2016/2015 IFRS Annual Financial Statements). PricewaterhouseCoopers AS ("PwC") has issued a review report on the Interim Financial Statements, as set forth in their report on review of interim financial information included in Appendix C to this Prospectus.

The Company presents the Financial Statements in NOK (presentation currency).

Non-IFRS financial measures

In order to measure the Bank's performance on a historic basis, the Management has primarily made use of the following measures: (i) Annual Loan Loss Ratio (ii) Net Interest Margin and (iii) Cost to Income Ratio and Cost to Income Ratio Excluding Direct Marketing Expenses. These are Alternative Performance Measures ("APMs") which are provided to give a deeper understanding of the Bank's financial performance and which are further defined below and in Section 20 of this Prospectus.

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Annual loan loss ratio ("Loan Loss Ratio"): the annual loan loss ratio is an APM which measures the quality of the Bank's lending operations. It is calculated by dividing the Bank's losses on loans for a given period of time, multiplied by 12 and divided by the number of months in the period, by average net loans to customers, calculated as the average of net loans to customers at the beginning of the period and at the end of the period. The Loan Loss Ratio is expressed as a percentage. The Bank believes that Loan Loss Ratio is a useful measure because it gives an indication of the quality of the Bank's credit portfolio and credit risk over time.

Net interest margin ("Net Interest Margin"): The Bank's Net Interest Margin is an APM which measures the profitability of the Bank's lending operations. It is calculated by dividing the Bank's net interest income for a given period of time, multiplied by 12 and divided by the number of months in the period, by the Bank's average interest bearing assets, calculated as the average of interest bearing assets at the beginning of the period and at the end of the period. The Net Interest Margin is expressed as a percentage. The Bank believes this is a useful measure because it gives an indication of the Bank's performance related to converting its funding resources into profitable lending and an efficient asset allocation over time.

Cost to income ratio ("Cost to Income Ratio") and Cost to income ratio excluding Direct Marketing Expenses ("Cost to Income Ratio Excluding Direct Marketing Expenses"): The Cost to Income Ratio is an APM which measures the Bank's operating efficiency. It is calculated by dividing the Bank's total operating expenses for a given period of time, excluding losses on loans, by total net income for the same period and is expressed as a percentage. When calculating the Cost to Income Ratio Excluding Direct Marketing Expenses, direct marketing expenses are excluded from operating expenses before performing the calculation. The Bank believes the Cost to Income Ratio is a useful measure because it gives an indication of the Bank's operating efficiency and its overall cost efficiency and ability to increase earnings at a higher rate than costs, taking into account also the cost of marketing activities directed at increasing or maintaining the Bank's business volumes. The Cost to Income Ratio Excluding Direct Marketing Expenses is useful because it excludes the effects of the Bank's direct marketing expenses and thereby gives a better indication of actual operating efficiency.

The non-IFRS financial measures presented herein are not recognised measurements of financial performance under IFRS, but are used by Management to monitor and analyse the underlying performance of the Bank's business and operations. Investors should not consider any such measures to be an alternative to profit and loss for the period, operating profit for the period or any other measures of performance under generally accepted accounting principles.

The Bank believes that the non-IFRS measures presented herein are commonly used by investors in comparing performance between companies. Accordingly, the Bank discloses the non-IFRS financial measures presented herein to permit a more complete and comprehensive analysis of its operating performance relative to other companies across periods. Because companies calculate the non-IFRS financial measures presented herein differently, the non-IFRS financial measures presented herein may not be comparable to similarly defined terms or measures used by other companies.

Rounding

Percentages and certain amounts included in this Prospectus have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be the precise sum of the figures that precede them.

Industry and market data

This Prospectus contains statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data

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pertaining to the Bank's business and the industries and markets in which it operates. Unless otherwise indicated, such information reflects the Bank's estimates based on analysis of multiple sources, including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third party sources, such as annual and interim financial statements and other presentations published by listed companies operating within the same industry as the Bank, as well as the Bank's internal data and its own experience, or on a combination of the foregoing. Unless otherwise indicated in the Prospectus, the basis for any statements regarding the Bank's competitive position is based on the Bank's own assessment and knowledge of the market in which it operates.

The Bank confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Bank is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. The Bank does not intend, and does not assume any obligations to, update industry or market data set forth in this Prospectus.

Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Bank has not independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus that was extracted from these industry publications or reports and reproduced herein. Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market.

As a result, prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospectus and projections, assumptions and estimates based on such information may not be reliable indicators of the Bank's future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in Section 2 "Risk Factors" and elsewhere in this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements. All statements contained in this Prospectus other than statements of historical fact, including statements regarding the Bank's future results of operations and financial position, its business strategy and plans, and its objectives for future operations, are forward-looking statements. The words "believe", "may", "will", "estimate," "continue", "anticipate", "intend", "expect", and similar expressions are intended to identify forward-looking statements. The Bank has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs.

Forward-looking statements are subject to a number of risks and uncertainties and are based on numerous assumptions regarding the Bank's present and future business strategies and the environment in which the Bank operates. The actual results, performance or achievements of the Bank may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Bank believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity,

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performance, or achievements. Given these uncertainties, investors should not rely upon forward-looking statements as predictions of future events or performance.

Except as required by the applicable law or stock exchange rules, the Bank does not intend, and expressly disclaims any obligation or undertaking, to update any of these forward-looking statements after the date of this Prospectus or to conform these statements to actual results or revised expectations.

Forward-looking statements are found in Sections 6 "Industry and Market", 7 "Business", 11 "Operating and financial review", 12 "Board of Directors, Management, employees and corporate governance" and 14 "Corporate information and description of the share capital".

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5. DIVIDENDS AND DIVIDEND POLICY

Dividend policy

The Board of Directors has adopted a dividend policy of 0% of the Bank's profit after tax for a given year. The Bank has not paid out any dividends to its shareholders. In the short to medium term, growth will be given priority over dividends.

Dividend pay-outs 2014-2016

Below is a table showing the dividend pay-outs in the financial years ended 31 December 2016, 2015 and 2014:

2016 2015 2014

Dividends (NOK million)

0 0 0

Dividends per Share 0 0 0

Legal constraints on the distribution of dividends

The Norwegian Public Limited Liability Companies Act provides several constraints on the distribution of dividends:

• Dividend may only be distributed to the extent that the Bank after the distribution has a sound equity and liquidity.

• The Bank may only distribute dividends to the extent that its net assets following the distribution are at least equal to the sum of (i) the Bank's share capital, (ii) the reserve for valuation differences and (iii) the reserve for unrealised gains. In determining the distribution capacity, deductions must be made for (i) the aggregate amount of any receivables held by the Bank and dating from before the balance sheet date which are secured by a pledge over Shares in the Bank, (ii) any credit and collateral etc. from before the balance sheet date which according to sections 8-7 to 8-10 of the Norwegian Public Limited Liability Companies Act must not exceed the Bank's distributable equity (unless such credit has been repaid or is set-off against the dividend or such collateral has been released prior to the decision to distribute the dividend), (iii) other dispositions carried out after the balance sheet date which pursuant to law must not exceed the Bank's distributable equity and (iv) any amount distributed after the balance sheet date through a capital reduction.

• The calculation of the distributable equity shall be made on the basis of the balance sheet in the Bank's last approved annual accounts, provided, however, that the registered share capital as of the date of the resolution to distribute dividends shall apply. Dividends may also be distributed by the general meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date which does not lie further back in time than six months before the date of the general meeting's resolution.

The Bank is subject to capital adequacy requirements as described in Section 8 "Regulatory overview" and Section 11.8 "Capital base and capital adequacy". Pursuant to the FEA, the Bank cannot distribute dividends which would lead to the Bank being in breach of applicable capital adequacy requirements.

The Norwegian Public Limited Companies Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian law

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provides a limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or specific procedures for non-Norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to non-Norwegian residents, see Section 16 "Norwegian Taxation".

Manner of dividend payments

Any future payments of dividends on the Shares will be denominated in NOK, and will be paid to the shareholders through VPS. Investors registered in VPS whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will, however, receive dividends by check in their local currency, as exchanged from the NOK amount distributed through VPS. If it is not practical in the sole opinion of Nordea Bank Norge a branch of Nordea Bank AB, Securities Services, being the Bank's VPS registrar, to issue a check in a local currency, a check will be issued in USD. The issuing and mailing of checks will be executed in accordance with the standard procedures of DNB. The exchange rate(s) that is applied will be DNB's rate on the date of the distribution of dividend. Dividends will be credited automatically to VPS registered shareholders' NOK accounts, or in lieu of such registered NOK account, by check, without the need for shareholders to present documentation proving their ownership of the Shares.

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6. INDUSTRY AND MARKET

The following is a brief overview of the Norwegian and Finnish banking sectors, focusing on Komplett Bank's chosen lines of business, their history and key drivers. The analysis is based on figures, reports and information provided by the NFSA, the Financial Supervisory Authority of Finland (the "Finnish FSA"), Finance Norway, Finance Finland, Statistics Norway ("SSB"), Statistics Finland, Statistics Sweden, the Central Bank of Norway ("Norges Bank"), the Central Bank of Finland ("Bank of Finland"), the Central Bank of Sweden ("Bank of Sweden") Finansieringsselskapenes Forening ("FINFO"), as well as other relevant sources.

Market overview

The Nordic banking sector has seen significant changes over the last decades, with increasing market integration, stricter regulatory requirements, disruptive technological developments and volatile macroeconomic conditions. The market has also seen a number of mergers, acquisitions and alliances, with cross-border initiatives in focus.

The majority of the banking sector in Norway consists of well-established conventional commercial banks and savings banks, however, in recent years several new banks with niche product offerings have emerged. Together with Komplett Bank, banks such as Bank Norwegian, Pareto Bank, Bank2, yA Bank, Gjensidige Bank, KLP Banken, OBOS Banken, Instabank and Monobank have all been established over the previous decade or so. The number of operating banks in the Nordics is relatively large, however, the market is concentrated with few large banks enjoying significant market share. According to Finance Norway, if measured by total assets, the four banks; DNB, Nordea, Danske Bank and Handelsbanken, constitute almost 70% of the combined market. While as most of the commercial banks have a nationwide presence, most of the savings banks traditionally focus on their home regions.

Within unsecured consumer lending, Komplett Bank's chosen niche, services are offered by a number of banks. See Section 6.6 "Competitive environment in the Nordics" for further information regarding the competitive environment in which Komplett Bank operates.

Economic overview

This section discusses recent trends and forecasts in selected economic indicators in the Norwegian Finnish and Swedish economies including, inter alia, the development in key national accounts, total outstanding debt, household consumption, household indebtedness, GDP, unemployment, inflation, oil and housing prices, as well as fiscal and monetary policies.

Norwegian economic overview

The following table lays forth key metrics and estimates for the Norwegian economy.

Key metrics and estimates (Norway) 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E 2020E

GDP (y/y volume growth, %) 1.0% 2.7% 1.0% 1.9% 2.0% 1.1% 1.8% 1.8% 2.2% 2.3%

Mainland GDP (y/y, %) 1.9% 3.8% 2.3% 2.2% 1.4% 1.0% 2.0% 2.1% 2.4% 2.4%

Unemployment rate (%) 3.3% 3.2% 3.5% 3.5% 4.4% 4.7% 4.2% 4.1% 4.0% 3.9%

Consumer price index (y/y, %) 1.2% 0.8% 2.1% 2.0% 2.1% 3.6% 2.1% 1.9% 1.7% 1.9%

Consumer price index - ATE (y/y, %) 0.9% 1.2% 1.6% 2.4% 2.7% 3.0% 1.6% 1.7% 1.6% 1.6%

Housing prices (y/y, %) 8.0% 6.7% 4.0% 2.7% 6.1% 7.0% 5.0% -4.8% -1.2% 1.2%

Money market rate (%) 2.9% 2.2% 1.8% 1.7% 1.3% 1.1% 0.9% 0.8% 0.8% 1.2%

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Oil price, Brent Blend (NOK per barrel) 621 649 639 621 431 378 433 448 469 483

Source: “Economic developments in Norway – Economic Survey 3-2017”, SSB, 9 September 2017 The Norwegian economy is characterized as having relatively low operating risk as a result of highly stable political and macroeconomic conditions. The government is successful in providing high-quality services and operating conditions for both the public and the private sector. The fiscal and monetary policy implemented by the central bank and government follows well-established and credible guidelines facilitating effective policy making. The country’s national economy remains robust, sustained by high productivity levels, strong domestic demand and a petroleum industry with a considerable contribution to the country’s GDP.

Total household lending:

Total household lending is an indicator of the credit appetite among Norwegian households and is represented by the credit indicator ("K2") metric. Household lending has grown at a compounded annual growth rate ("CAGR") of 7.9% from the year ended 31 December 2004 until 30 June 2017.

Petroleum industry & oil price:

A significant share of the Norwegian economy is related to the petroleum industry, and development in the oil price is therefore an important driver of economic activity. SSB expects oil prices to increase over the coming years, reaching an average price of NOK 483 per barrel for the year ending 31 December 2020. Oil and gas investments declined by approximately 13% through 2016, but according to preliminary quarterly national accounts investments increased by 2.7% in the first quarter of the 2017. The petroleum sector will continue to remain an important part of the Norwegian economy for the foreseeable future.

Monetary & Fiscal policy:

In response to the development within the petroleum industry, the Norwegian Government and central bank have implemented an expansionary fiscal and monetary policy, meaning predominantly low and steadily declining interest rates, increased spending over government budgets and targeted tax reliefs. These initiatives have ensured that the impact of decreasing oil prices on the Norwegian economy have been relatively limited. The central bank’s key policy rate has been reduced from 2012 levels

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of 1.5% to current levels of 0.5%, which is the lowest level in history. The change in the money market rate has been somewhat smaller, falling from 2012 levels of 2.2% to 2016 levels of 1.1%.

SSB expects Norges Bank’s key policy rate and the money market rate to remain at current low levels over the forecast period.

Unemployment:

The unemployment rate saw a modest increase between 2012 and 2016, peaking at an average unemployment rate of 4.7% in 2016. Increasing unemployment is predominantly driven by the southern and western regions of the country as a result of exposure towards the petroleum industry.

The labour market has experienced a gradual improvement through the first half of 2017. SSB expects this positive trend to continue and projects average unemployment rate for 2017 to be 4.2%. The labour market is expected to improve further in 2018-2020, with unemployment rate declining towards 3.9% in 2020.

Housing prices:

The housing market in Norway has seen a strong development in the period from 2010 to 2016, with a year-on-year growth rate ranging between 2.7% and 8.0%. Low interest rates and relatively low unemployment have contributed to strong growth in the housing market.

The housing market experienced a strong increase during the first few months of 2017, but has since seen declining prices. As a consequence, SSB has lowered their growth forecast for 2017 to 5.0%. This development is expected to continue in 2018 and 2019 with an estimated decline in housing prices of 4.8% and 1.2% respectively. SSB expects the housing market to return to growth in 2020 with a growth projection of 1.2% for the year.

Household consumption:

Household consumption has seen a year-on-year growth between 1.5% and 3.8% for the years 2011-2016. Households’ real disposable income has followed a similar trend with a year-on-year growth rate ranging between 2.8% and 5.2% in the years 2011-2015. Declining interest rates and increasing housing prices contributed to a modest decline of 1.6% in real disposable income in 2016.

SSB expects growth in household consumption and real disposable income to see a gradual increase in the years to come.

Inflation:

Inflation represented by the consumer price index ("CPI") was 3.6% for the year ended 31 December 2016. This is considerably higher than what has been seen in previous years with CPI ranging between 0.8% and 2.1% for the years 2011 to 2015. Underlying inflation, represented by consumer price index adjusted for tax changes and excluding energy products ("CPI-ATE"), has increased at a year-on-year growth rate between 0.9% and 3.0% for the years 2011 to 2016. The rise in the CPI-ATE over the past years is partially driven by the weakening of the NOK relative to other currencies. The recent fall in oil prices together with the gradual decline in electricity prices is a contributing factor to the CPI increasing appreciably less than the CPI-ATE.

SSB expects the CPI and the CPI-ATE to remain slightly below the policy inflation target of 2.5% in the coming years.

Gross Domestic Product (GDP):

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The Norwegian economy has experienced strong growth in recent years, with the exception of 2008/2009 when the global economy was impacted by the financial crisis. In the years following the financial crisis, both overall GDP and mainland GDP has grown at stable levels. SSB expects this trend to continue in the coming years with mainland GDP and overall GDP growing in the range of 1.8% to 2.3% per annum for the years 2017-2020.

Finnish economic overview

The following table lays forth key metrics and estimates for the Finnish economy.

Key metrics and estimates (Finland) 2011 2012 2013 2014 2015 2016 2017E4 2018E4 2019E4

GDP (y/y volume growth, %)1 2.6% -1.4% -0.8% -0.6% 0.0% 1.9% 2.1% 1.7% 1.4%

Unemployment rate (%)1 7.8% 7.7% 8.2% 8.7% 9.4% 8.8% 8.6% 8.2% 8.1%

Consumer price index (y/y, %)1 3.4% 2.8% 1.5% 1.0% -0.2% 0.4% 0.6% 0.9% 1.4%

Harmonised CPI index (y/y, %)1 2.8% 2.3% 1.5% 0.7% -0.4% 0.3% 0.8% 1.3% 1.5%

USD/EUR exchange rate2 1.34 1.24 1.28 1.28 1.07 1.06 1.08 1.09 1.09

3-month EURIBOR (%)3 1.4% 0.6% 0.2% 0.2% -0.0% -0.3% -0.3% -0.2% 0.0% 1 Statistics Finland

2 Internal Revenue Services (“IRS”), yearly average exchange rates 3 European Money Market institute (“EMMI”), yearly average rates

4 “Economic forecasts for the Finnish economy – Bank of Finland Bulletin 3/2017”, Bank of Finland, 29 June 2017

Finland has a highly industrialized, diversified economy with a GDP per capita in line with other western economies like France, Germany and the United Kingdom. EU membership provides a stable political and macroeconomic environment supported by a monetary policy aimed towards maintaining price stability within the euro area and safeguard the purchasing power of the Euro.

Total household lending:

Total household lending is an indicator of the credit appetite among Finnish households. Household lending has grown at a CAGR of 6.1% from the year ended 31 December 2004 until 30 June 2017.

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Monetary & Fiscal policy:

Finland is part of the European Union and has implemented Euro, the official currency of the Eurozone, as its currency. Monetary policy within the Eurozone is controlled by the European Central Bank ("ECB") and has as its main objective to maintain price stability in the Eurozone and thereby safeguard the purchasing power of the Euro. In response to the cyclical downturn in the European economy the Finnish Government and the ECB have implemented an expansionary fiscal and monetary policy, meaning predominantly, maintaining a negative interest rate environment, increased public expenditure relative to GDP and targeted tax reliefs. The 3M-EURIBOR interest rate has been reduced from 2011 levels of 1.4% to current levels -0.3%, which is the lowest level in history.

As we are seeing improvements in the cyclical conditions within the economy the Bank of Finland expects interest rates to see a gradual increase in the years to come, with the 3M-Euribor expected at around zero percent within 2019.

Unemployment:

The improvement in the labour market situation in Finland has been reflected by a decline in unemployment from 2015 levels of 9.4% to current levels at around 8.7%. The Bank of Finland believes that unemployment rates will continue to gradually decline throughout the forecast period and projects unemployment to be 8.2% in 2018 and 8.1% in 2019.

Household consumption:

Household consumption saw a year-on-year growth of 1.5% in 2015 and 2.0% in 2016. The Bank of Finland believes that continued accommodative monetary policy and strong consumer confidence will support private consumption for the years 2017-2019 and that private consumption will remain the main driver of economic growth in the country. The increase in households’ real income is expected to be driven by a gradual decrease in unemployment coupled with low inflation for the years 2017-2019.

Inflation:

As part of the Eurozone, the Finnish economy was also impacted by the cyclical downturn in the European region The CPI and the harmonized CPI have recently recovered from negative levels and are expected to continue improving throughout the projection period. The Bank of Finland expects inflation to remain at relatively low levels for the years 2017-2019 partially as a result of cost developments. Inflation represented by the harmonized index of consumer prices (HICP inflation) is expected to be 0.8% in 2017, 1.3% in 2018 and 1.5% in 2019.

Gross Domestic Product (GDP)

The Finnish GDP grew by 0.0% in the year ending 31 December 2015 and 1.9% in the year ending 31 December 2016. According to the Bank of Finland, last year's growth has mainly been driven by increasing private consumption and domestic demand. The Bank of Finland further states that the base of growth is now broadening towards exports driven by improved competitiveness and strengthened foreign demand. The Bank of Finland forecasts a GDP growth of 2.1%, 1.7% and 1.4% in 2017, 2018 and 2019, respectively.

Swedish economic overview

On the back of an expanding labour force, increasing investments and a recent pick-up in productivity, the Swedish economy has experienced robust economic growth in recent years with a GDP growth of 4.1% in 2015 and 3.2% in 2016. Following a stronger than expected economic development through the second quarter of 2017 the Bank of Sweden updated its GDP growth estimate for 2017 to 3.2%. The Bank of Sweden believes

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economic growth to remain strong through-out the projection period with GDP growing by 2.7% in 2018 and 2.0% in 2019.

The Bank of Sweden upholds a monetary policy aimed towards maintaining a long term inflation rate of around 2.0% per annum. Sweden weathered the global financial and economic crisis with limited damage, thanks to strong macroeconomic, fiscal and financial fundamentals, as well as a competitive and diversified business sector. An expansionary monetary policy driven by gradually decreasing the repo rate to -0.5% and conducting extensive purchases of government bonds has resulted in inflation increasing from 2014 levels of around zero, to current levels more in line with long term target levels. The Bank of Sweden expects the repo rate to remain at current levels until mid-2018 at which point it is expected to gradually increase. Inflation represented by the CPIF (Consumer Price Index with a fixed mortgage rate) was reported by Statistics Sweden to 2.3% as of September 2017. The Bank of Sweden expects that higher domestic resource utilization and stronger international price pressures supported by an expansionary monetary policy will result in CPIF to remain in close proximity to the long term inflation target of 2.0% per annum over forecast period (2018-2019).

The Bank of Sweden reports a strong economic situation in Sweden where demand for labour continues to be high and where it is becoming increasingly difficulty for companies to recruit qualified personnel. The unemployment rate has consequently seen a gradual decrease from 2013 levels of 8.0% to current levels of 6.7%. Unemployment is projected to continue decreasing towards 6.5% in 2018 and remain at this level through 2019.

Retail banking markets

The retail banking market in Norway

The Norwegian retail banking market has been expanding since the financial crisis in 2008/2009, with total household lending growing at CAGR of 6.5% in the period from 31 December 2010 to 30 June 2017.

As of 30 June 2017, the total household lending market amounted to NOK 3,167 billion.

Total household lending statistics (Norway) 2010 2011 2012 2013 2014 2015 2016 H1-

2017 Total volume (NOKbn) 2,107 2,261 2,378 2,557 2,716 2,884 3,006 3,167

Growth (y/y, %) 7.3% 5.2% 7.5% 6.2% 6.2% 4.2% 6.6%

Source: Statistics Norway (SSB)

Despite the consistent growth in total household lending and an increasing debt ratio, the households’ interest burden saw a sharp decrease in the years 2015/2016 as a result of decreasing interest rates. Going forward, Norges Bank expects the debt ratio to increase, while the interest rates burden is expected to remain around current levels before seeing an increase going into 2019 and 2020 as interest rates start to increase.

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The retail banking market in Finland

The Finnish retail banking market has been expanding since the financial crisis in 2008/2009 with total household lending growing at a CAGR of 3.1% in the period from 31 December 2010 to 31 December 2016.

As of 30 June 2017, the total household lending market amounted to EUR 124.3 billion.

Total household lending statistics (Finland) 2010 2011 2012 2013 2014 2015 2016 H1-

2017 Total volume (EURbn) 102.2 107.7 112.9 114.8 117.0 120.1 122.9 124.3

Growth (y/y, %) 5.6% 5.4% 4.8% 1.7% 1.9% 2.6% 2.3% 2.1% Source: Bank of Finland

Total household lending has shown strong growth over the last years growing at a rate above that of disposable income and consequently we have seen an increase in the country’s debt ratio. Declining interest rates over the same period has resulted in a decreasing interest burden. The Bank of Finland expects a modest increase in the debt ratio for the years 2017-2019. Despite an increasing debt ratio, the interest burden is expected to remain low as a result of low interest rates.

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The retail banking market in Sweden

The Swedish retail banking market has been expanding since the financial crisis in 2008/2009 with total household lending growing at a CAGR of 5.6% in the period from 31 December 2010 to 31 December 2016.

As of 30 June 2017, the total household lending market amounted to SEK 3,860 billion.

Total household lending statistics (Sweden) 2010 2011 2012 2013 2014 2015 2016 H1-

2017 Total volume (SEKbn) 2,700 2,838 2,954 3,089 3,264 3,494 3,730 3,860

Growth (y/y, %) 7.5% 5.1% 4.1% 4.6% 5.6% 7.1% 6.7% 6.7% Source: Statistics Sweden

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Household lending has shown a strong growth over the past years, growing at a rate considerably above that of disposable income, consequently the debt ratio for Swedish households have increased since 2012. Despite household debt increasing considerable, declining interest rates have resulted in a household interest burden showing a decline. According to the Swedish financial supervisory authority the debt ratio for new mortgages decreased slightly in 2016, indicating that we may see a flattening of the debt ratio curve going forward. The interest burden can be expected to remain low as long as the repo rate remains at current levels. The Bank of Sweden expects the repo rate to remain at current levels until mid-2018 at which point it is expected to gradually increase.

Key industry and market characteristics

The household lending industry can be divided into different categories based on the type of loan. The main categories are mortgages, consumer credits and other loans e.g. mortgage credit lines (Norwegian: rammelån) in Norway.

The consumer credit segment of the market can be divided into the following sub-segments:

• Consumer loans: An unsecured loan for a fixed amount that most often ranges in size between NOK 10,000 and NOK 500,000. The loan is normally repaid within five years. Consumer loans are typically used to finance larger purchases, top up secured loans, finance general consumption and/or to consolidate existing smaller unsecured loans.

• Credit cards: Charge and credit cards that are used as a pay-later instrument. The credit card market is most relevant when the customer pays the credit card bill in instalments over time. The total outstanding credit card debt includes both interest bearing and non-interest bearing debt.

• Retail Finance: An in-store (offline and online) financing solution for store purchases. When a customer choses the retail finance option to finance a purchase, the retail finance company pays the store directly and the customer pays to the retail finance company in instalments over a period of normally up to 36 months.

• Leasing: Leasing agreements that are capitalised as debt, e.g., financial leases.

• Collateralised loans: Loans that are secured by collateral, e.g., car- and boat loans.

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• Overdrafts: Account overdrafts or accounts with a revolving credit line.

Consumer finance in Norway

The consumer finance market is relatively immature in the Nordics and product penetration is rather low compared to e.g. Great Britain, where consumer finance as a percentage of total lending is approximately 12%. For Norway and Finland comparable levels are 3% and 7%, respectively. Loans to households in the Nordic markets are primarily mortgages and other debt with collateral (such as car loans), but consumer finance, as a product category, has experienced strong growth over the past years.

Data on the consumer finance market is not as readily available as other lending statistics, and there are limited official sources for market sizes and shares. Statistics that are available are often not directly comparable due to different sources and definitions. For these reasons, as well as the fact that the majority of Komplett Bank’s operations are in Norway, the focus of this section has been limited to Norway.

Consumer credit statistics 2010 2011 2012 2013 2014 2015 2016

Consumer loans incl. credit cards (NOKm) 48,913 58,118 62,693 68,828 75,302 78,145 90,123

Growth (p.a.) 3.0% 5.1% 7.8% 9.8% 9.4% 10.0% 15.3%

Loan loss as percentage of outstanding loans 2.7% 1.5% 1.3% 1.3% 1.3% 0.4% 1.5%

Net interest rate in percentage of average assets under allocation 12.0% 11.3% 11.6% 11.6% 11.4% 11.2% 11.1%

Gross defaults, 90 days, in percentage of outstanding loans 5.9% 5.0% 4.5% 4.4% 4.1% 5.0% 5.2%

Gross defaults, 30 days, in percentage of outstanding loans 10.0% 8.4% 7.6% 7.4% 7.2% 7.2% 7.9%

Source: NFSA – “Resultat for finansforetak” Note: The sample was expanded in 2012. Annual growth is calculated on the basis of comparable sample

The market for consumer loans and financing (including credit cards) has increased substantially over the past years. According to statistics published by NFSA, outstanding consumer loans has grown from NOK 48,913 million as of 31 December 2010 to NOK 90,123 as of 31 December 2016, corresponding to a CAGR of 10.7%. Despite particularly strong growth in recent years, the market for consumer loans and financing is still relatively small compared to secured financing. NFSA estimates that as of 31 December 2016, consumer loans account for approximately 3% of total household debt.

Source: Management estimates based on household loan statistics reported by various governments as well as consumer lending statistics reported by the respective central banks Note: Definition of household loans and consumer credits may vary across countries

12% 12%11%

9%

7%6%

5%4%

3%

GB FR PL DE FI SE DK NL NO

Consumer lending in % of household debt16%

13% 13%12% 12%

11% 11%

7% 7%

GB FR DK DE SE PL NL FI NO

Consumer lending in % of consumption

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The growth in consumer loans in 2014, 2015 and 2016 was 9.4%, 10.0% and 15.3% respectively. The net interest as a percentage of average total assets was 11.1% in 2016, in line with what has been seen in previous years. Loan losses as a percentage of outstanding loans was 1.5% for the year ended 31 December 2016. Loan losses have stabilised at a relatively low level over the past years.

According to NFSA, as of 31 December 2016, individuals in the age 40-49 years hold most consumer loans, accounting for approximately 30% of the total lending volume. Individuals in the age 40-60 years hold approximately 55% of total lending volume. Individuals in the age 18-29 years hold 7-8% of total lending volume. The distribution of loans across the different age groups has remained relatively stable in the years 2013-2016.

Credit card statistics 2010 2011 2012 2013 2014 2015 2016

Credit cards (NOKm) 29,651 31,376 33,737 37,443 38,263 38,935 40,571

Growth (y/y, %) 5.80% 5.80% 7.50% 11.00% 2.20% 1.80% 4.2%

Source: Finansieringsselskapenes Forening (FINFO)

According to statistics from NFSA and FINFO, the growth in credit card debt has been lower than that of the broader consumer finance market since 2010. Furthermore, the statistics implies that credit card debt accounted for approximately 45% of total outstanding consumer loans in Norway as of 31 December 2016, down from approximately 60% as of 31 December 2010 suggesting that other consumer finance products have outgrown the broader market over the last years.

Competitive environment in the Nordics

The last few years have seen large changes to the competitive dynamics in the consumer finance sector. Up until recently, the market was dominated by large full service banks. Strong underlying growth and attractive industry characteristics has led to increased interest in consumer finance and a number of new banks have been established specialising in consumer financing.

A selection of new players offering consumer finance products in Norway include Komplett Bank, Bank Norwegian, Instabank, Easybank and Monobank. In addition, the Norwegian market has also seen Swedish niche players entering the market including Resurs Bank (through yA Bank) and Nordax. The industry is thus becoming more fragmented with steadily increasing competition.

In recent years, there has also been an increase in the number of intermediaries. This has resulted in consumer loans becoming more readily available for consumers. The intermediary often provides consumers with a simple online platform allowing customers to benchmark the various consumer finance providers on interest rates, loan sizes and/or other relevant terms of their product offering. Increased number of intermediaries and their strong online presence has largely contributed to the high growth seen within consumer lending over the last years.

The consumer lending market in Finland is characterised as being relatively less developed compared to the other Nordic countries. The competitive landscape consists of specialised consumer finance providers, full service banks and narrow niche banks. Similar to the Norwegian market, the full service banks in relation to unsecured lending focus mainly on offering loans to existing customers. Specialised consumer finance providers that have entered the market in addition to Komplett Bank include Bank Norwegian, Santander, Resurs and Nordax.

The consumer lending market in Sweden is more developed than in the Norwegian and Finnish markets. Market dynamics are characterised by somewhat higher competition driven by a relatively large share of intermediaries and high availability of personal information and data. Similar to the other Nordic markets, the full service banks focus

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mainly on secured lending and remain fairly passive towards the consumer lending niche. Notable players operating within the market include Santander, Marginalen Bank, Collector, Resurs, Nordax and Bank Norwegian.

The competitive landscape can be divided into three different types of finance providers:

Specialised consumer finance providers

Full service banks offering consumer loans

Narrow niche and/or combined business model approach

Specialised consumer finance providers are the closest competitors to Komplett Bank:

Specialised consumer finance providers

Full service banks that offer consumer loans, however as part of a broader product portfolio:

Full service banks offering consumer loans

The last group consists of a wider array of different niche finance providers:1

Narrow niche and/or combined business model approach

1 No comprehensive overview. More competitors and/or substitutes to the Bank's products may exist.

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Barriers to entry

Economies of scale

The finance sector in general is characterised by the larger banks benefiting from considerable operational leverage, driven by e.g. increasing regulatory requirements in terms of financing functions, compliance, reporting, legal etc. The functions often require considerable investments in order to maintain, while at the same time being capable of handling large volumes. New and disruptive market entrants enjoy considerable benefits from having modern and flexible IT systems more adapted to the current market dynamics compared to the traditional full service banks that often have less flexible legacy-systems.

Regulatory requirements

Following the global financial crisis from 2007 to 2010, increasing regulatory requirements have influenced the sector. Basel III, as well as a number of other directives and requirements, have been developed in response to the crisis. Increased focus on compliance, corporate governance and risk management are other topics further complicating the industry dynamics. Regulators carry out “fit and proper” assessments to determine whether potential applicants are fit to operate within the market. Furthermore, the consumer loan market is subject to legislations and regulations including liquidity requirements and capital adequacy. If an applicant meets all the legal requirements that govern its operations, a banking licence may be awarded. A bank that is licensed to operate in one EEA state is also licensed to operate in any other EEA state, provided it notifies its intention to do so to the authorities of the host country in question.

Scoring models and datasets

The banks within the industry use different scoring models in determining the terms and conditions in which the bank is willing to lend the applicant money. The development and implementation of a strong and predictive scoring mechanism that can easily process and analyse relevant data is key in identifying the attractive customers, and eliminating applicants that have poor creditworthiness. A precise evaluation of an applicant is critical to minimize the occurrence of non-performing loans and loan losses.

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7. BUSINESS

Introduction

Komplett Bank is a focused Nordic digital niche bank offering personal loans, credit cards, deposit accounts and online point-of-sales finance products 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 utilizing both public and proprietary channels. Operational efficiency and low cost is a foundation for Komplett Bank and is enabled by centralized operations, modern systems and digital set-up.

Komplett Bank's vision is to be a leading Nordic consumer finance company. Geographically the target area for the short to medium term is the Nordic region where the current footprint includes Norway and Finland. The Bank's license gives access to passporting operations throughout the European Economic Area and further strategic options for continued long term geographical expansion and diversification will be explored and decided in due time.

Komplett Bank launched personal consumer loans in Norway in 2014, credit cards in Norway in late 2015, personal consumer loans in Finland in 2017 and point-of-sales finance products in Norway in 2017. The Bank further plans to launch personal consumer loans in Sweden during Q1 2018, build business volume for point-of-sales finance products in Norway during 2018 as well as to launch point-of-sales finance products in Sweden during H1 2018 and in Finland during H2 2018 and to launch its credit card product in Sweden and in Finland during H2 2018 and deposits in SEK and EUR in the near to medium term.

History and important events

The table below provides an overview of key events in the history of Komplett Bank:

Date Important events October 2012 Incorporated as AlfaB Prosjekt AS. March 2014 Completed private placements by which the bank issued 76

million shares with gross proceeds of NOK 190 million. March 2014 The NFSA granted the Bank a banking licence and the name of the

Company was changed to Komplett Bank ASA. Banking operations commenced.

February 2015 Completed a private placement by which the Bank issued 46.2 million shares with gross proceeds of NOK 150 million.

March 2015 Registered on the Norwegian OTC list. August 2015 Reported the Bank’s first profitable quarter (Q2 2015). October 2015 Reached NOK 1bn in outstanding loans to customers (Q3 2015). November 2015 Launched Komplett Bank MasterCard. February 2016 Issued a NOK 45 million Tier 1 bond and a NOK 65 million Tier 2

bond. The bonds were listed on Nordic ABM. April 2016 Reached NOK 2bn in outstanding loans to customers (Q1 2016). August 2016 Completed a private placement by which the Bank issued 12.5

million shares with gross proceeds of NOK 200 million. September 2016 Completed a repair issue by which the Bank issued 339,126

shares with gross proceeds of NOK 5,426,016. October 2016 Reached NOK 3bn in outstanding loans to customers (Q3 2016). February 2017 Launched banking operations in Finland. Currently only the

unsecured consumer loan product is offered. April 2017 Reached NOK 4bn in outstanding loans to customers (Q1 2017). May 2017 Entered into a commercial agreement with the Bank’s strategic

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partner and largest owner, Komplett Group, comprising of payment solutions and distribution of point-of-sales finance products.

June 2017 Issued a NOK 400 million senior unsecured bond with a maturity of 2 years. The bond was listed on Nordic ABM.

June 2017 Sold a NPL portfolio with an estimated gross book value of NOK 340 million to a leading international credit management company generating a positive impact of NOK 39 million on net pre-tax earnings.

September 2017 Point-of-sales finance launched in Norway. October 2017 Reached NOK 5bn in outstanding loans to customers (Q3 2017). October 2017 Announces intention to float on Oslo Børs (12 October 2017).

Key competitive strengths

Komplett Bank believes that it possesses a number of important strengths that allows the Bank to provide a competitive offering to customers and partners alike. In particular, Komplett Bank believes that the Bank benefits from the following key strengths:

Focused business model with attractive products

Komplett Bank’s personal loan product (branded "Fleksibelt Lån") is a revolving credit line. The credit limit is set individually based on the customer’s credit application and Komplett Bank’s credit assessment. The personal loan product provides the customer with the ability to re-pay the loan at his own pace as well to withdraw money within the individual limit provided at no extra cost. Komplett Bank’s personal loan product is one of the most flexible and convenient personal loans in the market where the Bank operates.

Komplett Bank's credit card (branded "Komplett Bank MasterCard") provides consumers with one of the most beneficial reward programs in the Nordic region. The credit card is targeted towards e-commerce, an attractive and high growth segment of the retail market, and it can also be utilized at all outlets accepting MasterCard. The customers receive 1% bonus on all purchases, including purchases in physical stores, 2% bonus on all online purchases and 3% bonus on all purchases at Komplett.no and Blush.no. The bonus is doubled if the customer chooses to redeem the bonus at Komplett.no and the customers therefore receive up to 6% cash-back on their purchases.

Komplett Bank's point-of-sales finance products (branded "POS Finance") provide the customers with the ability to pay for online purchases through solutions such as invoice, deferred payment, instalments and revolving credit account in addition to for example credit cards. All payment products are offered in a dynamic check-out environment, where the Bank, amongst other things, uses its previous knowledge about the individual customer, its knowledge about general consumer shopping behaviour as well as the customers’ preferences to determine which payment option to provide for each purchase. This increases conversion for the retailer and convenience as well as purchasing power for the customers.

Strong distribution capability

For the Bank's personal loan product Komplett Bank has a balanced distribution model with 50% direct distribution through online channels and 50% indirect partner distribution through loan brokers. The Bank has gained a 4.2% market share2 within consumer lending in Norway with this model in only three years and has furthermore proven that the model can be applied for cross border operations, as can be seen by its success in Finland. The Bank also uses traditional off-line channels to market its personal loan product, such as TV, radio and print advertising.

2 Source: NFSA and management estimates

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For POS Finance Komplett Bank has a proprietary distribution channel through the exclusive agreement with the Komplett Group and its partners and the same will apply for other retailers where the Bank provides such services. Customers originating through the POS Finance operation are expected to constitute a highly attractive customer base for cross- and up-selling of the Bank’s other products.

Cooperation with the Komplett Group

The Komplett Group has a very strong brand name in Norway and was in 2017 rated as the brand name in Norway with fifth highest reputation score and highest among electronic retailers according to RepTrak Norway, a survey conducted by Apeland and Reputation Institute3. It is an asset for the Bank to share the Komplett brand name as it instantly provides the Bank with credibility and recognition. The Komplett Group is one of the leading e-commerce companies in the Nordic region with a turnover of NOK 7.8bn, 103 million site visits and 3.3 million placed orders in 2016.4 The Komplett Group has majority and minority shareholdings in e-commerce stores under various brands in Norway, Sweden, Finland, Denmark and Germany, such as Komplett, Webhallen, MPX, Comtech, Marked, Babybanden, Blush and Bildeler.

Through the POS Finance cooperation with the Komplett Group, Komplett Bank has access to a well-protected distribution channel directed towards customers within the Bank’s core target group. Komplett Bank and Komplett Group have a natural match in offerings, as the size of a typical shopping basket in the Komplett Group stores are well positioned for creating a need for finance products that Komplett Bank can offer.

Scalable centralized operating platform

Komplett Bank operates out of one central location in Lysaker, Norway.

The centralized operations, the high degree of automation and digitalisation of processes and the scalable and modern IT platform used across geographies, enable the Bank to expand into new territories and grow existing products fast and cost efficiently, as well as uniquely enable the bank to address the increasing underlying regulations (i.e. GDPR) effectively.

The Bank's focused and standardized product offering together with extensive self-service functionality further enhances the cost efficiency of the Bank.

Also its simple structure and strong analytical capabilities both within credit management and consumer behaviour analytics gives the Bank an advantage to utilize the increased availability of data to exploit business opportunities.

Efficient and effective risk selection

Komplett Bank’s customers apply for the bank’s personal loan and credit card products online by filling in and signing a digital credit application. Based on the information in the application, as well as collected data from internal and external sources, an automatic credit decision is calculated and a potential offer is presented to the customer. If the applicant is accepted, he or she will be asked to sign the agreement electronically and may in some cases be asked to upload supplementary documentation online. The supplementary documentation is controlled, and if approved the loan is paid out. Identification of the customer is performed digitally. The process for POS Finance products is fully automated as the products and circumstance allow for a fully automated credit assessment.

3 Source: https://www.apeland.no/komplett-pa-omdommetoppen-elektronikk/

4 Source: Komplett group management

https://www.apeland.no/komplett-pa-omdommetoppen-elektronikk/

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Komplett Bank uses advanced credit models to make credit decisions. The regression based decision models have been developed, and are being continuously fine-tuned, using both proprietary and public data. The Bank also applies a comprehensive and detailed test methodology to control and ensure that the models function as intended.

Customers are scored on a regular basis using internal behaviour data as well as external data to decide if they are eligible for being offered credit limit increases.

Highly experienced management team with proven execution capabilities

Komplett Bank's highly experienced senior management team has extensive experience from management positions in the Nordic and European consumer finance industry. The team has a previous track record of launching and managing successful consumer finance and factoring ventures in Norway, Sweden and Finland, as well as managing more mature consumer finance operations through the macroeconomic cycles of the past three decades. The management team and key employees also have experience from similar operations outside of the Nordic area.

A well-defined strategic roadmap for continued geographical and product-wise expansion and diversification

Through diligent strategic planning the Bank is in a position where it possesses a number of options for further expansion and diversification in the short to medium term. The company has developed capabilities where it can bring its products within personal loans, saving accounts, credit cards and POS Finance into new markets while at the same time continue to develop new products and offerings for which there is high demand. Furthermore, technologically the Bank believes it is well positioned to follow business opportunities that will emerge under PSD2.

Strategy and outlook

Komplett Bank’s vision and target for the medium term is to be a leading Nordic consumer finance company. The Bank follows a focused growth strategy based on geographic and product-wise expansion and diversification.

The strategic roadmap laid out at the start of the Bank in 2014 has proven successful and the Bank has delivered consistent growth in business volumes and profitability since the Bank’s inception. Komplett Bank has in the Bank’s first three years of operation developed a product portfolio, organisational capabilities and financial strength that support the Bank’s growth strategy. Komplett Bank has successfully launched and reached substantial business volumes for consumer loans in Norway and Finland and credit cards in Norway. The Bank started offering loans in Finland in Q1 2017. The operation has developed satisfactorily and has strengthened the Bank’s platform for growth and diversification. Komplett Bank expects loans in Finland to continue to grow significantly going forward. In Q3, the Bank launched its first POS Finance products in Norway in co-operation with Komplett Group. The payment solution and finance products will gradually be available on check outs at Komplett Group’s web-stores, including for partners at its newly launched Marketplace. The Bank expects volumes from POS Finance to gradually build up during 2018 and onwards. The Bank’s operational and distribution model has proven successful and is suitable for continued cross border expansion and diversification. The Bank builds on a lean and efficient operational model which gives it the opportunity to be agile and at the same time exploit economies of scale.

Further, the product portfolio and the organisational capabilities put the Bank in a good position for further expansion and diversification. In particular, the Bank believes the POS Finance capabilities make the Bank well positioned to follow business opportunities that will emerge under the PSD2 regulation.

The Bank plans to launch personal consumer loans in Sweden during Q1 2018, build business volume for point-of-sales finance products in Norway during 2018 as well as to

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launch point-of-sales finance products in Sweden during H1 2018 and in Finland during H2 2018 and to launch its credit card product in Sweden and in Finland during H2 2018 and deposits in SEK and EUR in the near to medium term.

Given continued successful build-up in the Nordic region the Bank expects during 2018 to explore opportunities beyond the short term geographic and product-wise perimeter outlined above and to decide on further strategic direction, i.e. expansion into other geographies or related product areas such as SME loans and B2B POS Finance. The Bank’s license gives the ability to passport operations throughout the European Economic Area.

Financial targets

Komplett Bank’s Board of Directors has adopted the following financial targets:

Loan Portfolio Growth: Komplett Bank aims to achieve a net outstanding loan portfolio of NOK 5.4 - 5.6 billion at year end 2017. For 2018 the Bank expects existing business lines in Norway and Finland in sum to grow in line with full year 2017, while new business initiatives, including POS Finance, are expected to constitute 1/3 of total growth.

Return on Equity: Komplett Bank targets to deliver around 30% return on equity in the medium term.

Regulatory Capital5: The Bank's Pillar 1 capital requirements, as of the date of this Prospectus are 13.5% and 17.0% for its CET1 ratio and Total Capital Ratio respectively. However, the Bank's internal target ratios are set above these requirements, at 17.0% and 20.5% respectively, to give it operating leverage to follow its growth strategy as well as to comply with Pillar 2 requirements expected to be communicated by the NFSA in the time to come.

Dividend Policy: In the short to medium term growth will be given priority over dividends and investors should not expect any dividend in that time period.

Note that actual growth and financial performance as well as the mix between geographies and/or products depend on uncertain factors, including but not limited to actual capital requirements applicable to the Bank, market conditions, regulatory environment, project execution and competitors' actions. Changes in any of these factors may result in changes in the Bank's strategy and thus also the financial and operational targets above. For an overview over relevant risk factors to be taken into account, please refer to Section 2 "Risk Factors".

Products

Komplett Bank offers consumer loans, credit cards, POS Finance products, deposit accounts and various ancillary insurance products to retail customers in Norway as well as consumer loans and various ancillary insurance products to retail consumers in Finland.

The product offering is highly streamlined with simple and standardized products which are transparent and easy to understand and navigate for Komplett Bank's customers.

Komplett Bank primarily generates income through interest and fees from the Bank’s consumer loan, credit card and POS Finance products as well as through premiums earned from the sale of its various ancillary insurance products.

As of Q3 2017, Komplett Bank had NOK 4,291 million in outstanding customer deposit, NOK 4,206 million in outstanding net consumer loans and NOK 740 million in outstanding

5 Please refer to Section 8.2.4, 11.7.4 and 11.8 for more details.

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net credit card loans. The POS Finance solution has recently been launched and Komplett Bank has thus not reported specific figures for this product group yet. Please find more information regarding the latter in Section 7.6.5 "New Products".

Consumer loans

The larger part of Komplett Bank's net lending so far is related to its personal loan product, branded "Fleksibelt Lån", a product offered to customers in Norway and Finland. The product is structured as a revolving credit facility with a credit limit of NOK 500,000 in Norway and EUR 50,000 in Finland.

The Bank demands no collateral obligations or restrictions regarding the use of proceeds. Private individuals use these personal loans for a range of purposes including debt consolidation / refinancing, home improvements, asset investments as well as other general consumption and recreational activities.

As of Q3 2017, the average credit limit size was approximately NOK 102,000 and the average drawn amount was approximately NOK 83,000.

Customers have been offered a highly flexible repayment schedule where they can draw, repay and re-draw on the facility as they please, however the minimum requirement is to pay accrued interests and fees when they are due. The loans have no fixed maturity. However, in order to adapt to the new NFSA's guidelines for unsecured credit this product will be supplemented with amortization requirements in the cases where customers over time revolve their outstanding balance at their granted limit. Since the debtors are free to redeem their loans partially or in full at any point in time at no charge, the average expected duration is 3 to 5 years.

The interest rate on the personal loans varies depending on several factors including the principal amount as well as individual debt servicing capacity. Pricing is used to mitigate risk and it is consistently high compared to asset-backed lending due to the higher default rates and loss given default associated with unsecured consumer loans. As of Q3 2017, the offered nominal interest rate per year range from 7.9% to 19.9% and the average interest rate yield was 16.1%.

Various ancillary insurance products are offered in relation to the personal loan product. Please find more information regarding the latter in Section 7.6.4 "Ancillary products and product features".

The graph below shows the development in Komplett Bank's outstanding consumer loan portfolio and number of consumer loan customers since inception.

Product portfolio

#

I

II

IV

Products Average sizeAverage yield

CONSUMER LOANS

CREDIT CARDS

DEPOSIT ACCOUNTS

16.1%

22.5%

1.95% *

NOK 83,000

NOK 19,000

NOK 543,000

III POS FINANCE

V VARIOUS ANCILLARY INSURANCE PRODUCTS

Net loans

NOK 4,206m

NOK 740m

NOK 4,291m

n.a.

Share of total

85.1%

14.9%

n.a.

Customers

# 50,652

# 39,413

# 7,900

* annual interest rate at the end of Q3 2017

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As of Q3 2017, Komplett Bank had NOK 4,206 million in net outstanding consumer loans, NOK 3,450 million in Norway and NOK 756 million in Finland, from 50,652 individual customers in total.

Credit card

In November 2015, Komplett Bank introduced a credit card product, branded "Komplett Bank MasterCard", in Norway. The credit card has an upper credit limit of NOK 100,000 and offers a free payment deferral scheme for purchases of up to 50 days. In addition, debtors have easy access to deferred payment of 3, 6 and 9 months for single transactions. The credit card product has no hidden fees and includes various convenient insurance products free of charge. For purchases, a nominal interest rate of 21.4% is applied and for cash withdrawals a nominal interest rate of 24.9% is applicable.

The credit card product also has an underlying loyalty bonus scheme. Active credit card customers earn bonus points on every purchase they make – 3% on purchases made on komplett.no or blush.no – 2% on purchases made online in general – 1% on all other purchases. One bonus point equals one Norwegian krone and the bonus points are redeemable against invoiced amount on the card. However, if the bonus points are redeemed on komplett.no they carry double value. Bonus point generation has been capped at 500 bonus points per month and 2000 bonus points per year.

Various ancillary insurance products are offered in relation to the credit card product. Please find more information regarding the latter in Section 7.6.4 "Ancillary products and product features".

As of Q3 2017, Komplett Bank had a net outstanding credit card portfolio in Norway of NOK 740 million and 39,413 credit card customers. The average outstanding balance per card was approximately NOK 19,000 while the average credit limit per card was 37,000. The average interest rate yield amounted to 22.5%.

The graph below shows the development in Komplett Bank's outstanding credit card portfolio and number of credit card customers since the product launch.

Consumer loan customers (#)Net consumer loans (NOKm)

4,206

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2015 2016 2017

50,652

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

55,000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2015 2016 2017

http://www.komplett.no/

http://www.blush.no/

http://komplett.no/

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Deposit accounts

Komplett Bank offers competitively priced deposit accounts, branded "Høyrentekonto", to private individuals in Norway. The accounts are highly flexible - no fixed fees - no minimum holding period - no maximum number of transactions / withdrawals. The Bank accepts deposits between NOK 50,000 and NOK 2,000,000 per individual and the deposits are 100% guaranteed by the Norwegian Banks' Guarantee Fund. Customers can access their deposits 24/7 through Komplett Bank's online solution.

Komplett Bank currently funds the significant majority of its lending operation with funds generated from its deposit product. As of Q3 2017, the Bank held NOK 4,291 million in deposits from more than 7,900 Norwegian individuals. The average account balance was approximately NOK 543,000 and the annual interest rate at the end of the quarter was 1.95%.

The figure below shows the development in Komplett Bank's deposits from customers and number of deposit customers.

Ancillary products and product features

Payment protection insurance is offered for a fee in relation to the personal loan product enabling customers to ensure repayment of the credit in the event of circumstances which may prevent them from servicing the debt, i.e. unemployment, illness or death.

Credit card customers (#)Net credit card loans (NOKm)

740

0

100

200

300

400

500

600

700

800

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2015 2016 2017

39,413

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10,000

15,000

20,000

25,000

30,000

35,000

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Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2015 2016 2017

4,291

0

500

1000

1500

2000

2500

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7,900

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7,000

8,000

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2015 2016 2017

Deposit customers (#)Deposits (NOKm)

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Several insurance policies are offered together with the credit card product. ID-theft insurance, travel insurance and purchase insurance are offered free of charge, and payment protection insurance is offered for a fee.

Komplett Bank only offers third party insurance products and the Bank therefore do not carry any insurance risk on the Bank's own accounts.

New products

Komplett Bank has entered into a commercial agreement with its strategic partner and largest owner, the Komplett Group, comprising payment solutions and distribution of point-of-sales finance products ("POS Finance"), through a newly developed e-commerce check-out labelled "Kompay".

The two parties have in close cooperation developed Kompay, a solution integrating state-of-the-art e-commerce checkout with customer friendly and convenient payment and financing options from Komplett Bank. Kompay streamlines the checkout process applying advanced logic to identify which payment options to be offered to individual customers based on the customer’s preferences, targeting high conversion rates for the e-commerce retailer and a convenient and secure checkout and payment process for the customer with available financing options.

Kompay was made available for select customers on Komplett.no and for the first shops partnering with Komplett Group in Q3 2017. The reach of the solutions will gradually be broadened, stepwise expanding to all web shops in the Komplett Group and all web shops partnering with Komplett under their new marketplace initiative. Launch in Sweden and Finland will follow and are planned in H1 2018 and H2 2018 respectively.

Kompay will give customers access to easy-to-use, safe and secure payment options including pay-by-invoice, card payments as well as attractive financing options enabling customers to defer payments, pay in instalments or by means of an online credit account. Functionality will be added and the solution will be tuned and honed after launch based on customer feedback as well as plans already in place and under development.

For the purpose of the Kompay cooperation, Komplett Group and Komplett Bank have entered into a commercial agreement on a 5 year term with automatic 1 year renewals. Through the agreement the bank will gain access to a significant distribution platform for point-of-sales financing to end-customers, a product line that adds to the products Komplett Bank already has to offer. Komplett Group will through the cooperation be able to offer partners and customers convenient payment and financing options. Komplett Bank will be the exclusive provider of POS finance products in the Komplett Group and will pay Komplett Group distribution fees on commercial terms for the volumes generated through the cooperation.

The Komplett Group is one of the leading e-commerce companies in the Nordic region with a turnover of NOK 7.8bn, 103 million site visits and 3.3 million placed orders in 2016.6 Komplett Group and Komplett Bank have jointly set the target that Komplett Bank shall capture over 50% of the total turnover of Komplett Group on the payment and financing products exclusively offered by the Bank in the Kompay checkout. Stand alone, the turnover of Komplett Group is in itself sufficient to create a profitable large new business area for Komplett Bank.

Even though Komplett Bank's API-based POS Finance solution is closely integrated with the Kompay checkout, it is stand-alone and the Bank will also be able to offer the Bank's solution directly to other third party marketplaces, PSPs, retailers and for in-app payments. The POS Finance platform created to serve Komplett Group is a significant

6 Source: Komplett Group Management

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strategic opportunity for additional online POS Finance expansion outside the Komplett Group.

Furthermore, Komplett Bank also see great potential to cross-sell other banking products (loans, credit cards) to the POS finance customers enrolled at both the Komplett Group stores and other retailers.

Distribution, marketing and customers

Distribution channels and marketing strategy

Komplett Bank sources customers through two main channels. Since inception volumes have been sourced with an even split between the direct channel "Brand/Conversion Marketing" and the indirect channel "Partner Distribution".7 The Bank seeks to optimize marketing return on investment when selectively choosing weight of customer volumes attained from the respective channels. The most efficient means of marketing varies, dependant on the product in question, brand standing in product geography, and a number of characteristics with regard to the competitive landscape.

7.7.1.1 Direct distribution

The direct channel generates customers through utilizing the "Komplett Bank" brand. Customers seek out Komplett Bank directly through the Bank's webpage (www.komplettbank.no), but also via the broad Komplett Group business network. Maintaining a steady inflow of customers in the direct channel is essential in order to maintain a solid competitive position in the market over time. The cost of customer acquisition in this channel is related to the Bank's underlying marketing expenditure, which again is related to the Bank's brand building efforts.

In order to attract customers through owned front-ends, the underlying aim is to attain customer prospects cost-efficiently. From the very beginning of the operation, digital and performance based marketing such as search engine marketing, price comparison internet sites, social media marketing and programmatic marketing have been some of the important means of achieving this. More recently, focus has tilted towards an increasing use of above-the-line marketing including radio and TV commercials. In addition to attracting traffic, this contributes to strengthening the Komplett Bank brand recognition. As awareness and traffic grows, cross-selling is becoming increasingly more important as a cost-efficient channel of customer acquisition.

When prospected customers are attracted to the bank-owned front-ends, a continuously optimized digital loan application process seeks to convert these to actual customers. A/B-testing and combinations of tuned web pages with personalised sms- and email reminders are some of the important factors to succeed.

7 The illustration below is no comprehensive illustration, features in the illustrated channels are under development.

http://www.komplettbank.no/

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7.7.1.2 Indirect distribution

Customers are sourced through the indirect channel by cooperating with third party loan brokers such as Lendo and Zmarta Group as well as through the partner agreement with the Komplett Group. These loan brokers are typically comparison websites that enable potential borrowers to benchmark all credit providers against each other. The loan brokers serve as an easily accessible and highly scalable external distribution partner and they thus often represent the preferred distribution channel for young banks and banks entering new markets. Loan brokers are typically compensated per forwarded customer, either a percentage of the principal amount of the loan or a fixed commission fee per activated credit card. The degree of success working with these partners requires careful risk-reward optimization in addition to effective and timely processing of loan applications. The latter also involves personalised messaging.

Komplett Group is an important part of the Bank's partner strategy. An integrated loyalty credit card concept is designed with the aim of appealing to the large volume of customers within the Komplett ecosystem. Moreover, the most recent POS Finance product line is tailored to suit the leading-edge demands for effective conversion of the largest Nordic e-commerce retailer. Being an integral part of the e-commerce value-chain of Komplett’s marketplace, also comprising a number of other retailers, the Bank expects to become a party in a vast number of transactions, implying a high potential of cross-selling opportunities.

The POS Finance product line has also the potential of opening more partner relationships, either bundled with Komplett Group’s check-out technology offering or as stand-alone APIs from the bank. Traditional e-commerce check-out situations and single-purpose apps requiring financing are some candidates for partnerships, either being approached bilaterally or through aggregators such as check-out vendors or PSPs.

Geographical distribution

Komplett Bank currently offers consumer loans, credit cards, POS Finance products, deposit accounts and various ancillary insurance products to retail customers in Norway and as well as consumer loans and various ancillary insurance products to retail consumers in Finland.

Norway has been the Bank's main market since inception; however, in February 2017 it expanded into Finland. Further cross-border expansion is part of Komplett Bank's strategies. The Bank's Norwegian banking license gives access to passport its operations throughout the EEA without major regulatory hurdles.

The graph to the left below shows the geographical distribution of Komplett Bank's net outstanding loans as of Q3 2017. The Finnish portfolio measured NOK 756 million and the Norwegian portfolio measured NOK 4,190 million. The Finnish portfolio is relatively modest when compared to its Norwegian counterpart; however, the bank has been experiencing solid momentum in Finland after the recent expansion.

The graph to the right below shows Komplett Bank's Norwegian customers distributed by the Norwegian counties together with Norway's general demographic distribution as of Q2 2017. The distributions are very similar and they thus reveal that the Bank's Norwegian loan book has no relative overweight to any specific area in Norway.

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Customer characteristics

The figures below show the gender, age, income and homeowner distribution of the Bank's outstanding Norwegian loan book as of Q2 2017. The current average customer is a 43 year old male, which owns his own home, and has an annual salary of approximately NOK 490,000.

Footprint in Norway (%)Geographic distribution (%)

15.3 %

84.7 %

Finland Norway

0%

2%

4%

6%

8%

10%

12%

14%

Oslo

Aker

shus

Hord

alan

d

Roga

land

Øst

fold

Busk

erud

Vest

fold

Sør-

Trøn

dela

g

Nor

dlan

d

Mør

e og

Rom

sdal

Hedm

ark

Opp

land

Tele

mar

k

Trom

s

Vest

-Agd

er

Nor

d-Tr

ønde

lag

Aust

-Agd

er

Finn

mar

k

Sogn

og

Fjor

dane

Customer distribution

Demograpic distribution

Gender distributionAge distribution

10.5 %

22.8 %

29.9 %

23.9 %

12.9 %

< 30 30-40 40-50 50-60 > 60

33.1 %

66.9 %Female

Male

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Customer service

Komplett Bank's customer service department is located in Lysaker, Norway. All customer contact, across both products and countries, are provided from this location, primarily via e-mail, chat or phone, since Komplett Bank has no branches or physical meeting points.

The operations are highly efficient due to the Bank's self-service web site reducing the need to contact the Bank for standard services and questions, close cooperation with employment agencies enabling the Bank to rapidly up- and down scale, as well as the Bank’s strategy to digitalize and automate as much of the standard processes as possible, thus keeping headcount and salary costs down.

The remaining manual processes are mostly related to customer interaction where the Bank and its customers engage directly via phone or digital channels. However, it is important to note that the latter is intentional due to strategic reasons. Such direct customer interaction represents an opportunity for the Bank to cross-sell, identify client needs and influence client satisfaction. It is therefore not in the Bank’s interest to automate, outsource or migrate such interaction.

The customer service employees mostly hold a bachelor’s degree or have extensive experience from their field of work. All customer services employees receive in-house training at start-up and supplementary training during their course of employment.

CRM

The Bank has developed advanced capabilities for personalised messaging through multiple channels. Applying these capabilities consisting of technology, methodology and operational components enable the bank to influence customer behaviour throughout the customer life-cycle.

Credit risk and capital management

Introduction

Risk management and internal control are key components of the Bank's strategy and operation. It is a core principle that the Bank shall not be exposed to risk that does not originate from its core business. A set of policies and procedures are adopted to ensure that the risk management and internal control are effective and in-line with the Bank's risk appetite.

Homeownership distributionGross income distribution

60.9 %

39.1 %

Homeowner

Other

Gross income in NOK ‘1000

4.3 %

11.9 %

17.4 %19.1 %

14.8 %

32.5 %

<200 200-300 300-400 400-500 500-600 >600

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The Bank's risk management and internal control are the sum of its employees' values, knowledge, understanding and awareness of risks and relevant internal controls. The Bank carries out an annual assessment of all risks associated with its operation and of the suitability and efficiency of its internal control. Risk management in Komplett Bank shall safeguard the achievement of its strategic objectives while at the same time ensuring a solid financial stability. This aim will be achieved through:

• A strong organizational culture characterized by high awareness of risk

• A good understanding of the risks that drive earnings, including the ability to steer within the risk appetite as defined by the Board of Directors

• Striving for optimal capital utilization within the adopted business strategy

• Avoiding unexpected incidents that can materially and adversely affect the financial position of the Bank

Komplett Bank's Board of Directors has adopted policies and guidelines for the management and control of key risks. These policies establish that since the Bank will mainly secure its earnings through credit exposure in the retail market for unsecured credit the Bank’s risk appetite for credit risk is higher than its risk appetite for liquidity-, market- and operational risk. Risk appetite and limits are defined in relation to Komplett Bank's at any time available buffer capital and risk-bearing capacity.

The following types of risk are associated with the Bank's operation, with the risk level that the Board of Directors has adopted with respect to each risk category:

Risk Category Risk Profile Credit Risk Moderate Liquidity Risk Low Market Risk Low Operational Risk Low Strategic- and Business Risk Moderate

The management and control of the risks that may affect Komplett Bank's ongoing and future business is based on the following elements:

• Roles and responsibilities

• Policies and procedures for managing and controlling risk

• Strategic planning and capital planning

• Reporting and monitoring

• Contingency plans

Roles and responsibilities

A clear organisational structure is put in place, including clearly defined roles and responsibilities. The organisational structure is illustrated below:

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The Board of Directors of Komplett Bank

The Board of Directors of Komplett Bank oversees and ensures that the Bank has a sound system for managing and controlling risk. The board shall ensure that the Bank's capital adequacy is proportionate to regulatory requirements and risk exposure. The board sets overall goals, policies and powers of attorney for the Bank's management and control of risks, including risk appetite.

Risk and audit committee

The risk and audit committee in banks is a subcommittee of the board which purpose is to make more thorough assessments of designated matters and report the results thereof back to the Board of Directors with its recommendations.

The risk and audit committee shall ensure that the Bank has an independent and efficient external audit and satisfactory financial reporting in compliance with laws and regulations and ensure that its internal control and risk management functions effectively.

In Komplett Bank the Articles of Association set forth that the entire Board of Directors of Komplett Bank constitutes the Bank's risk and audit committee.

Remuneration committee

The remuneration committee is a committee which shall ensure that the Bank has guidelines and framework in place for a remuneration scheme that shall apply to the Bank. In Komplett Bank, the entire Board of Directors assumes the responsibility of the Bank's remuneration committee. For further information see Section 12.11 "Remuneration Committee".

The CEO

The CEO shall ensure that the board-approved goals, policies and powers of attorney for the Bank's management and control of risks are adhered to, and shall ensure that the management and control of risks are carried out efficiently.

Department managers/Senior management

The department managers who report to the CEO are responsible for monitoring, controlling and reporting that Komplett Bank complies with self-imposed and statutory requirements in their respective areas of responsibility. The finance department and the credit risk department have specific risk management responsibilities as described in the respective sections below.

Risk control function

The risk control function is accountable for enabling appropriate and efficient governance of significant risks. The function shall ensure that all significant risks are identified,

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measured and reported by relevant units, and conduct 2.line controls. The head of the risk control function reports to the CEO and the Board.

The Compliance function

The compliance function reports to the CEO and the Board and is responsible for independent control, monitoring and reporting that Komplett Bank complies with self-imposed and statutory requirements.

Credit risk department

The credit risk department is responsible for the risk management and internal control regarding the Bank's lending operations. The credit risk department is responsible for utilizing the risk appetite given by the board, adhering to the Bank's credit policies and procedures, and shall ensure regular reporting and monitoring.

Finance department

The finance department is responsible for the risk management and internal control regarding the following risks:

• Counterparty risk outside of its lending operations

• Market risk

• Liquidity risk

• Financial risk

The finance department is responsible for adhering to the risk appetite adopted in the bank’s finance policy, given by the board. The policy makes the framework for what the board sees as a satisfactory risk profile, and shall contribute to suitable risk management and internal control, hereby ensure regular reporting and monitoring.

Assets & liability management committee

The asset & liability management committee ("ALCO") is an advisory body to the CEO and shall safeguard the CEO's responsibility for management and control of financial risks. ALCO shall supervise the activities within funding, liquidity management, the management of balance sheet products, and capital management. Furthermore, ALCO ensures monitoring of internal control and regular reports, compliance with contingency plan for liquidity and other relevant matters to the committee.

Credit committee

The credit committee is an advisory body for the CEO and advises the CEO on the development of credit policy guidelines, execution and development of the Bank's credit policies and procedures, delegation of authority, and design and execution of test programmes. Furthermore, the Credit committee ensures monitoring of internal control and regular reports, and handles other matters relevant to the committee.

Policies and procedures for managing and controlling risk

The Board of Directors of Komplett Bank has established policies for the management and control of financial, credit and operational risk. The policies set goals, guidelines for risk management, defines risk tolerance and limits, control systems, reporting and contingency plans. In addition to the policies, there are instructions, authorizations and procedure manuals related to the respective policies.

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Operational model, infrastructure and IT systems

Komplett Bank's IT strategy has evolved from being fully reliant on outsourced software services to becoming highly dependent on in-house developed systems. As a general principle, standard core systems from third party vendors are used for back-end customer ledgers, whereas integration work, data warehouse and front-ends, including application management, are built in-house. By tailoring systems, the IT infrastructure seeks to support some of the following drivers in the business strategy:

• Quicker time-to-market with new functionality, products and geographical markets;

• Growing product complexity and being in the fore-front of financial technology, where standard systems are non-existent;

• Integrating multiple and modular systems;

• Complying with- and grasping opportunities from new regulation, requiring opening of APIs and availability of data for analytical and operational purposes in addition to building enhanced customer experiences; and

• Automating and optimising on-boarding and CRM processes.

System development follows agile methods and systems utilize the latest of Microsoft technology and a service-bus for facilitating integration and message handling.

All outsourced infrastructure- and IT-operations are outsourced to third party vendors either as part of SaaS packaging, through stand-alone hosting and operational agreements or as PaaS within Azure. Applying ITIL principles to the IT operation, the bank strives to ensure compliance, system availability, data integrity and security at a high level.

Legal proceedings

The Bank is from time to time involved in litigation, disputes or other legal proceedings arising from the normal conduct of its business.

The Bank is not, nor has been during the preceding twelve months, involved in any legal, governmental or arbitration proceedings that may have or have had significant effects on the Bank's financial position or profitability. The Bank is not aware of any such proceedings that are pending or threatening.

Material contracts

The contracts mentioned below are not irreplaceable for Komplett Bank, but must be deemed to be critical to the business of Komplett Bank in the short to medium term.

Cooperation agreement with Komplett AS

The agreement gives the Bank rights to use the Komplett brand name and logo. The brand name Komplett is well known in Norway and Sweden through the Komplett web shops, and the Bank has, and is expected to continue to benefit from Komplett's market position and recognition. The Cooperation Agreement is further described in Section 13.2.1 "Cooperation agreement between Komplett AS and the Bank".

Agreement for product cooperation with Komplett AS

In relation to the credit card product Komplett Bank MasterCard, the bank has entered into an agreement with Komplett AS on product cooperation for the credit card's ancillary customer loyalty bonus program. This agreement is further described in Section 13.2.2 "Agreement on product cooperation between Komplett AS and the Bank".

Cooperation Agreement with Komplett Services AS

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Komplett Bank has also entered into a Cooperation Agreement with Komplett Services AS, a company within the Komplett Group, concerning Komplett Services AS' marketing of Komplett Bank's payment and financing products via Kompay. Kompay is a checkout/payment solution for the web based marketplace run by Komplett Services AS and/or other companies in the Komplett Group. Komplett Bank is expected to benefit from the access this Agreement will give to the customer base of this marketplace. This agreement is also described in Section 13.2.3 "Agreement with Komplett Services AS for payment solutions and distributions of point-of-sales finance".

Other than the contracts mentioned above, the Bank has not entered into any material contracts outside the ordinary course of business for the two years prior to the date of this Prospectus. Further, the Bank has not entered into any other contracts outside the ordinary course of business that contains any provision under which the Bank has any obligation or entitlement.

Property, plants and equipment

The Bank leases its offices in Vollsveien 2A in Lysaker, Norway.

The lease agreement is entered into with Vollsveien 2A og B AS of approximately 1,077 square meters. The agreement runs until 31 December 2023. The agreement is on market terms, and the rent is adjusted in accordance with the Norwegian consumer price index (Norwegian: konsumprisindeksen).

The Bank does not own any real estate. The Bank's tangible fixed assets are fixtures, equipment and office machines. The Bank has not mortgaged or accepted other restrictions on its right to dispose its property, plant and equipment.

Apart from its own consumption of paper, energy and its waste products, the Bank does not pollute the external environment.

Insurance

Komplett Bank has obtained insurance policies covering property and casualty, professional liability, directors and officers liability, pension and disability, and economic and cyber-crime. The insurance coverage is designed to harmonize with normal market practice for financial institutions.

The property and casualty policies cover physical assets, business interruption, business and product liability and natural hazards.

The professional liability insurance covers professional indemnity and directors and officers liability.

The insurance policies include different deductibles and coverage limits according to the type of coverage.

Komplett Bank retains an insurance broker that reviews the insurance policies annually.

Komplett Bank considers to be adequately covered with regard to the nature of its business activities and the related risks in context of available insurance offerings and premiums. The senior management regularly reviews the adequacy of the insurance coverage and levels. However, no assurance can be given that the bank will not incur any damages that are not covered by its insurance policies or that exceed the coverage limits of such insurance policies.

Research and development, patents and licences

The Bank has developed several proprietary IT systems supporting a number of key business processes (see Section 7.9 "Operational model, infrastructure and IT systems").

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The existing support systems are continuously maintained and the research and development of new support systems are continuously considered.

As of the date of this Prospectus, the Bank operates the following proprietary IT systems:

Kompis: Application management system with workflow capabilities for underwriting, credit assessing, pricing and cross-channel communication with the customers.

POS Finance Support System: Set of packaged APIs, in addition to micro services, for credit assessing and algorithmic customization of product offerings, in each and every check-out situation.

Dependency on contracts, patents, licences etc.

It is the Bank's opinion that the Bank's existing business or profitability is not dependent upon any licenses or contracts other than the following:

• The Bank's banking licence from the NFSA, and the license from the Data Inspectorate to use customer data.

• The agreements entered into with Komplett Group for the use of the "Komplett" brand and profile, see also Section 7.11 "Material Contracts".

• The following agreements relating to the Bank's day-to-day operations:

o Agreements with Banqsoft, First Data, SiteCore and Aptic concerning core banking systems and other applications, and support of these systems.

o Agreements with Jacob Hatteland Solutions AS and Microsoft for among other things infrastructure operations, email, and other application services.

o The Bank has standard agreements for delivery of services from Signicat and MasterCard.

o The Bank uses Nordea as its main bank.

It is further the opinion of the Bank that the Bank's existing business or profitability is not dependent on any patents.

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8. REGULATORY OVERVIEW

Introduction

Komplett Bank is a Norwegian bank established on 1 October 2012, and holds a licence as a bank from the Norwegian Ministry of Finance. Consequently, the Bank is subject to supervision by the NFSA, which prepares and/or issues regulations and supervises the operations carried out by Norwegian financial enterprises, including banks. In the event that a financial enterprise is in breach of the applicable laws or regulations within the NFSA's jurisdiction, including capital adequacy requirements, it may impose administrative sanctions on that enterprise, and it may also, subject to further conditions, revoke the enterprise's license to operate.

As a member of the EEA, Norway has an obligation to implement all relevant directives and regulations relating to financial services that have been incorporated into the EEA Agreement. Note, however, that EU Directives and EU Regulations that delegate powers to EBA (including CRR and CRD) have not yet been implemented into the EEA Agreement due to Norwegian constitutional concerns related to the powers granted to EBA under EU regulation No. 1093/2010 establishing a European Supervisory Authority (the "EBA-regulation").

On the 13 June 2016, the Norwegian Parliament adopted a resolution concerning the delegation of powers in connection with the implementation of the directives and regulations concerning financial services. The resolution allows for the implementation of EU directives and EU regulations which delegates authority to supervisory bodies established by the EU including EBA. Thus, it is expected that EU directives and EU regulations which have been pending due to the constitutional concerns related to the powers granted to EBA will be fully implemented into Norwegian legislation following this adoption.

Pursuant to the resolution, EBA will hold no formal power over Norwegian financial enterprises; however, EBA will be responsible for drafting the decisions of the EFTA Surveillance Authority, which will hold the supervisory powers over Norwegian enterprises. Pending incorporation in the EEA Agreement, parts of the EU-legislation relating to banks and credit institutions (most importantly the revised capital adequacy rules) have been directly implemented into Norwegian legislation on a unilateral basis.

In connection with the adoption of the resolution, the Norwegian Parliament adopted Act of 17 June 2016 no. 30 concerning EEA financial supervision which establishes that all EU regulations concerning supervisory authorities, including EBA, shall be incorporated into the EEA-agreement. The resolution model was formally adopted by the EEA joint committee on 30 September 2016 and is to be set in force in connection with the Parliamentary approval and subsequent enforcement of the proposed amendments to the Act on Financial Supervision of 7 December 1956 No. 1 (the "Financial Supervision Act").

In the following, a high-level, non-exhaustive, overview of current and future regulatory framework applicable to the Bank will be described.

Current regulation

The Bank is subject to Norwegian regulatory legislation applicable to Norwegian commercial banks. This encompasses, but is not restricted to, the following acts:

• The Act on Financial Enterprises and Financial Groups of 10 April 2015 No. 17 (FEA)

• The Act on Financial Contracts and Financial Assignments of 25 June 1999 No. 46 ("FCA")

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• The Act on Financial Supervision of 7 December 1956 No. 1 (Financial Supervision Act)

The Bank is also subject to the adherent regulations under the abovementioned legislative acts adopted by the Norwegian Ministry of Finance and the NFSA.

FEA entered into force on 1 January 2016, replacing the previous fragmented legislation concerning various financial enterprises. FEA covers a variety of matters concerning financial enterprises, and includes provisions on the incorporation of financial enterprises, the required licenses and licensing procedures and other requirements regarding the conduct of business, including requirements concerning the management and governmental bodies in financial enterprises. Moreover, FEA sets forth provisions on capital requirements applicable to certain financial enterprises, including banks.

Ownership control

The Bank is subject to provisions on ownership control, which apply to all financial enterprises. The provisions on ownership control in FEA implement Directive 2007/44/EC. Under the FEA, acquisitions of so-called qualified holdings in a financial enterprise are subject to a pre-approval by the Norwegian Ministry of Finance or the NFSA. A "qualifying holding" is a holding that represents 10% or more of the capital or voting rights in a financial enterprise or that allows for the exercise of significant influence on the management of the enterprise and its business.

Approval may only be granted if the acquirer is considered appropriate according to specific non-discriminatory criteria as further described in the FEA (the so-called "fit and proper" test). Further, requirement of new approvals are triggered when a holding reaches or exceeds certain thresholds (20%, 30% and 50%). In practise the Norwegian regulator has refused to approve ownership in excess of 20-25% by owners not being regulated financial enterprises themselves.

Deposit guarantee scheme

In addition, FEA also provides rules on the deposit guarantee schemes for banks. Pursuant to FEA, all banks with head offices in Norway, and subsidiaries of foreign banks shall be members of the Norwegian Banks' Guarantee Fund. The Norwegian Guarantee Fund provides deposit guarantees of each NOK 2 million per member bank should the bank be unable to meet its commitments. The EU has in Directive 2014/749/EC imposed a harmonised level of deposit guarantee of EUR 100 000 which shall apply within the EU by 31 December 2018. The Norwegian Ministry of Finance has proposed that the current level is maintained in FEA, at least until 31 December 2018 in the event that the harmonized level is introduced. For the time being, the Norwegian guarantee scheme provides for a deposit guarantee corresponding to about EUR 210 000.

Obligation to notify the NFSA, public administration

Further, chapter 21 of FEA provides rules regarding certain reporting obligations and intervention rules that are escalating in character, depending on the seriousness of the payment and solidity problems of the bank in question. The FEA does not implement the requirements under the Directive 2014/59 (Banking Recovery and Resolutions Directive) which currently is not part of the EEA cf. further below.

Under the FEA the board of directors and the chief executive officer of a financial enterprise each have a duty to notify the NFSA if there is reason to fear that:

• the enterprise will not be able to fulfil its obligations as they fall due;

• the enterprise will not be able to satisfy the minimum requirements for own funds or other solidity and security requirements specified by act or regulation; or

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• circumstances have occurred that can result in serious loss of confidence or loss which will significantly weaken or threaten the solidity of the enterprise.

In such instances (regardless of whether notification has been given or not) the NFSA has relatively broad powers to promptly enforce measures deemed necessary.

In the first instance, the enterprise itself shall be involved in the process. One of the NFSA's policy instruments is to ensure that the enterprise prepares an "audited statement of financial position" which is a vital policy instrument for determining the enterprise's financial situation. If the audited statement of financial position shows that a "significant part" or 25% of the share capital is lost, the board of directors is immediately obligated to call for a general meeting. Determining what is "significant" will depend on a discretionary assessment. The general meeting shall decide whether the enterprise has sufficient capital for continued, satisfactory operations and, if so, whether operations should continue. Such a decision must be made with a two-thirds majority of the votes cast at the general meeting. If it is decided to discontinue operations, the general meeting may vote by simple majority to transfer the enterprise's business in its entirety to other financial enterprises. If such a resolution is not passed, the general meeting shall pass a resolution to liquidate the enterprise. If the general meeting does not pass such a resolution, (or passes resolutions of which the NFSA does not approve), the NFSA shall appoint a liquidation board to liquidate the company. In this case, the rules on public administration described below will apply.

If the audited statement of financial position shows that 75% or more of the share capital is lost, the board of directors shall present a proposal to the general meeting for a reduction of the share capital corresponding to the losses incurred. If the general meeting does not pass a resolution to this effect, the Norwegian Ministry of Finance may decide that the share capital shall be reduced by the amount of capital which pursuant to the audited statement of financial position is lost. Equivalent resolutions can be passed for write-downs of subordinated loan capital (regardless of provisions in the loan agreements). In addition, the Norwegian Ministry of Finance may (if necessary in order to ensure continued, satisfactory operations) decide that the share capital shall be increased. The Norwegian Ministry of Finance can specify subscription conditions and decide that the pre-emptive right of existing shareholders shall be disregarded. This type of measure presupposes that private or public capital is available in the share issue. If not, the alternative will be public administration as further described below. It is this process that resulted in the state obtaining ownership interests in a number of Norwegian banks at the beginning of the 1990s.

A Norwegian bank cannot be subject to regular insolvency proceedings, i.e. debt settlement proceedings and/or bankruptcy proceedings initiated pursuant to the regular insolvency legislation. Instead, a special regime of proceedings – public administration proceedings – applies to banks as further regulated in section II of chapter 21 in FEA.

In the event of illiquidity, insufficient funds or failure to satisfy capital requirements, the NFSA shall immediately give notice to the Norwegian Ministry of Finance. The Norwegian Ministry of Finance may decide that the bank shall be placed under public administration, provided that the bank is unable to meet its liabilities as they fall due and that a sufficient financial basis for continued, satisfactory operations cannot be secured. The same applies if the bank is unable to meet the capital adequacy requirements. If the parent company in a financial group is placed under public administration, the Norwegian Ministry of Finance may also decide that all or parts of the group shall be placed under public administration. The decision of the Norwegian Ministry of Finance is made on a discretionary basis.

Capital requirements

Norway has implemented Directive 2013/36 and Regulation 575/2013 (together referred to as "CRD IV") into the FEA and adherent regulations.

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FEA requires that the capital adequacy requirement of 8% shall consist of at least 4.5% CET1, 1.5% Tier 1 capital and 2.0% Tier 2 capital. In addition to the requirement of 4.5% CET1, FEA imposes various capital buffer requirements applicable to all Norwegian financial institutions, and all consisting of CET1.

FEA requires that the capital adequacy requirement of 8% Tier 1/Tier 2 capital shall consist of at least 6% Tier 1 capital whereof 4.5% CET1 (consequently up to 3.5% Tier 1 capital and up to 2.0% Tier 2 capital will qualify). In addition to this base requirement, FEA imposes various capital buffer requirements applicable to all Norwegian financial institutions, and all consisting of CET1. The capital buffer requirements consist of (i) a conservation buffer of 2.5% and (ii) a systemic risk buffer of 3% and (iii) a counter-cyclical buffer of maximum 2.5%, all with CET1. The level of the counter-cyclical buffer is to be determined by the Norwegian Ministry of Finance each quarter after receiving advice from Norges Bank. In June 2015, the Norwegian Ministry of Finance announced that the requirement will be increased to 1.5% from 30 June 2016. On 15 December 2016, the Ministry of Finance announced that the requirement for a counter-cyclical buffer will increase from 1.5% to 2% from 31 December 2017. For the Bank's lending operations in Finland, the Bank is subject to a counter-cyclical requirement of 0%. In addition, systemically important banks must hold a buffer for systemically important institutions of 1% of CET1 capital from 1 July 2015. However, the Bank is not deemed to be a systemically important institution, and consequently this capital buffer requirement does not apply to the Bank.

Thus, the Bank is required to hold at least a total of 11.5% of CET1 capital from 1 July 2015. This is referred to as the Pillar 1 requirement under CRD IV. The NFSA have set an additional 2% requirement in the Bank's licence, and thus the requirement for CET1 capital for the Bank is set at 13.5%.

In addition to the regulatory minimum requirement, the Bank is required to hold such capital as deemed necessary under the Bank's internal assessment of its capital needs. This capital assessment must be made at least on an annual basis, and is made according to the ICAAP as laid down in CRD IV (called Pillar 2), as well as the NFSA's supervisory review process (SREP). An additional Pillar 2 planning buffer will be required if the Bank fails to meet a stress test. The Pillar 2 requirement (SREP) received by banks with similar business model have been set between 2.6-4.2%.

Effective from 30 September 2014, the Norwegian Government amended the requirements for each of the different types of capital, namely common equity Tier 1 (Norwegian: ren kjernekapital), additional tier 1 (Norwegian: annen kjernekapital) and Tier 2 capital (Norwegian: tilleggskapital), in line with the definitions set out in CRD IV.

According to the recommendation from the Basel committee, quantitative non-risk based leverage ratio requirements will be completed by 2017, with a view to migrating to a Pillar 1 treatment on 1 January 2018. On 20 December 2016, and effective from 1 January 2017, the Ministry of Finance adopted a requirement of a leverage ratio of 3 % of Tier 1 capital.

For further information on the applicable capital requirements for the Bank please see Section 11.8 "Capital base and capital adequacy".

Liquidity Requirements

CRD IV imposes quantitative liquidity requirements applicable to banks and other credit institutions. More specifically, CRD IV foresees the imposition of a Liquidity Coverage Ratio (LCR) and a Net Stable Funding Ratio ("NSFR"). The LCR is the requirement that banks should have enough high quality liquid assets in their liquidity buffer to cover the difference between the expected cash outflows and the expected capped cash inflows over a 30-day stressed period. The LCR has been imposed gradually in the EU from 1 October 2015 and will apply in full in the EU from 1 January 2018. Each member state

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may decide to introduce the LCR in national legislation prior to the EU requirements enter into force.

In November 2015, the Norwegian Ministry of Finance adopted regulations concerning the implementation of LCR for banks and other financial enterprises. The requirements will be gradually implemented, taking full effect (100%) from 31 December 2017 for not systemically important banks. The Bank is currently not regarded as a systemically important bank and is thus subject to the gradual implementation of the LCR requirements.

On 23 November 2016, the EU commission proposed several amendments to the CRR/CRD including requirements concerning a binding NSFR to address the excessive reliance on short-term wholesale funding and to reduce long-term funding risk. The proposal from the EU-commission further states that the NSFR should be expressed as a percentage and set at a minimum level of 100%, which indicates that an institution holds sufficient stable funding to meet its funding needs during a one-year period under both normal and stressed conditions.

Consumer Protection

Komplett Bank is subject to the FCA, which contains, inter alia, mandatory provisions on information required to be provided to consumers prior to entering into credit and deposit agreements, the content, amendments and termination of credit and deposit agreements, as well as provisions on the obligation to dissuade certain consumers from entering into credit agreements.

The FCA implements EEA-rules corresponding to certain parts of Directive 2007/64/EC on payment services (the "PSD") and Directive 2008/48 on credit agreements into Norwegian law. The PSD has currently been amended and member states are required to transpose the directive into national law by 13 January 2018, see further details under Section 8.3 "Future developments".

Further, the FCA contains a provision on marketing of credit agreements. In addition, the marketing of credit agreements is also subject to the general requirements set forth in the Marketing Control Act of 9 January 2009 no. 2 (the "Marketing Control Act") on fair and sound market practice. Moreover, the Consumer Ombudsman (Norwegian: Forbukerombudet) has issued guidelines on the information requirements in relation to marketing of credit agreements. On 1 July 2017, the regulation on marketing of credit agreements of 5 April 2017 no. 437 entered into force. The regulation includes provisions that prohibit highlighting certain information in marketing materials such as the availability of the credit as well as highlighting that the credit can be granted through a simple application process. In addition, it is regulated how add-on benefits of the offered credit such as loyalty programs can be displayed. The aim of these provisions is to moderate the marketing materials regarding credit agreements to consumers and thus increase consumer protection.

Increased focus on the retail consumer market has also led to the adaptation of guidelines on sound lending practices in regards to consumer lending (Circular 5/2017). The guidelines apply to the granting/increase of any unsecured credit to consumers, including granting credit in connection with the issuance of credit- and debit cards. The guidelines requires financial enterprises to document that the granting of credit/increase of existing loans are based on a thorough credit assessment, including a requirement that the information obtained on the customer's debt should be checked against a debt register. Moreover, it is recommended that the affordability assessment includes a stress test of 5% increased interest rates of the customer's total debt. Further, the guidelines set forth recommendations in regards to when credit should not be granted based on the customer's debt-equity ratio and instalment payments, including a recommendation that loans should normally be amortized over 5 years and that credit lines that are fully drawn over time should be converted to a loan with amortization. The guidelines also includes a

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recommendation that consumer loans should not be granted if the customer's total debt exceeds five times the customer's gross annual income. The guidelines do not provide for a set amount or percentage of loans that can be granted/increased contrary to any of the recommendations. However, financial enterprises are obliged to have internal reporting procedures in order to ensure compliance with the guidelines and it is expected that the NFSA will require that a majority of the enterprises' loan portfolio consists of loans granted/increased in accordance with the recommendations. The NFSA has stated that non-compliance of the guidelines will be factored into the risk assessment under Pillar 2.

In addition, a separate regulation on invoicing of credit card debt, including other unsecured credit facilities, entered into force on 4 April 2017. The regulation requires that the full outstanding amount shall be invoiced rather than invoicing a minimum amount. In addition, the regulation requires that the consumer is provided with information about the costs associated with paying an amount which is less than the full outstanding amount. The financial enterprise may invoice a lower amount provided that the enterprise enters into a separate agreement with the customer where the customer gives its consent to pay a lower amount than the total outstanding amount. The consent must be renewed annually.

On 1 November 2017, the Act on Debt Information of 16 June 2017 no. 47 will enter into force. Under the act, public debt register shall be established and operated by entities which have been granted the relevant licence. Financial enterprises, including the Bank, are required to report on unsecured debt information to such debt information enterprises or in other ways make such information available to these enterprises. Further, financial enterprises, which offer credit to consumers shall obtain relevant information from debt registers in connection with the credit assessment required in connection with the granting of loans or increase of existing loans.

AML/CTF

Banks are subject to the legislative framework concerning anti-money laundering and countering the financing of terrorism which comprises of (i) the Norwegian Act of 6 March 2009 no. 11 concerning Measures to Combat Money Laundering and the Financing of Terrorism ("AML") and (ii) adherent regulations of 13 March 2009 no. 303 (the "AML Regulations"). Under the AML, banks are regarded as entities with reporting obligation pursuant to the AML section 4. Consequently, banks, and other financial enterprises, are subject to the following obligations:

• Apply customer due diligence measures of various nature depending on the particular risk concerning the customer, customer relationship, product or transaction

• Ongoing monitoring of existing customer relationships

• The obligation to make inquiries

• Reporting obligation

• Establish internal control- and communications procedures

• Retention of documents for five years after the customer relationship has ended or five years after the transaction has been carried out

The NFSA is responsible for the supervision of financial enterprises and their compliance with AML and adherent regulations. Financial enterprises shall report suspicious transactions to the Financial Intelligence Unit ("FIU"), which is organised under the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime ("ØKOKRIM"), which are responsible for the assessment, based on information received, of whether to pursue criminal prosecution in connection with

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transactions relating to proceeds of crime or acts of terrorism, both the principal and/or potential accomplices.

Legal entities and persons acting in capacity of their professions encompassed by the AML may be defined as gatekeepers ("Gatekeepers"), because they provide services which ensure the carrying out of transactions on behalf of their customers.

The obligations pursuant to the AML may be divided into three main categories of obligations. Firstly, Gatekeepers shall conduct customer due diligence measures of its customers and retain documentation deriving from these customer due diligence measures. Secondly, Gatekeepers shall carry out ongoing monitoring of its existing customers and transactions, carry out inquiries regarding suspicious transactions and are in certain circumstances obligated to report to FIU. Thirdly, Gatekeepers shall establish internal control and communication procedures, apply necessary measures to ensure that employees have the necessary knowledge to comply with the requirements pursuant to the AML and appoint a specific person in the legal entity as the main responsible for the follow-up of these procedures.

The Norwegian Ministry of Finance has established committee with a mandate including the drafting of a new act and adherent regulations in connection with EU directive 2015/847 on preventing the use of financial system for money laundering or terrorist financing (the Fourth Anti-Money Laundering Directive). The committee shall also take into considerations the remarks in FATF evaluation report8 of the Norwegian anti-money laundering regulatory scheme. The committee submitted the first part of its proposal on 13 September 2016. The second part of the committee's proposal was published on 16 December 2016 and the proposal was subsequently subject to a public hearing which expired 1 April 2017. It is expected that a potential new regulatory scheme will be passed by the Norwegian Parliament at the earliest in 2017. The Fourth Anti-Money Laundering directive imposes a more extensive risk based approach in order to ensure an efficient implementation of measures and the NFSA will most likely be given wider powers to sanction breaches of the AML regulatory scheme, including the authority to (i) issue a public warning (ii) order the person responsible to cease the conduct and to desist from a repetition of the conduct (iii) withdrawal or suspension of the authorisation of entities holding such authorisation (iv) issue a temporary ban of the person discharging managerial responsibilities in a legal entity from exercising management functions in obliged entities (v) issue fines. Note that member states are given the authority to impose additional administrative sanctions. Thus, the NFSA may be empowered to impose other administrative sanctions, and the fines may exceed the amount stated in the directive.

Future developments

BRRD

FEA will be amended due to the implementation of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit enterprises and investment firms (the BRRD).

The BRRD is designed to provide authorities with a credible set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to ensure the continuity of the institution's critical financial and economic functions, while minimising the impact of an institution's failure on the economy and the financial system.

The BRRD contains four resolution tools and powers which may be used alone or in combination where the relevant resolution authority considers that (a) an institution is failing or likely to fail, (b) there is no reasonable prospect that any alternative private sector measures would prevent the failure of such institution within a reasonable 8 Anti-money laundering and counter-terrorist financing measures Norway, mutual evaluation report published on 18 December 2014.

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timeframe, and (c) a resolution action is in the public interest: (i) sale of business – which enables resolution authorities to direct the sale of the firm or the whole or part of its business on commercial terms; (ii) bridge institution – which enables resolution authorities to transfer all or part of the business of the firm to a "bridge institution" (an entity created for this purpose that is wholly or partially in public control); (iii) asset separation – which enables resolution authorities to transfer impaired or problem assets to one or more publicly owned asset management vehicles to allow them to be managed with a view to maximising their value through eventual sale or orderly wind-down (this can be used together with another resolution tool only); and (iv) bail-in which gives resolution authorities the power to write down claims of unsecured creditors of a failing financial enterprise (with some exemptions, most notably deposits falling within the deposit guarantee level) and/or to convert such claims to equity (the "general bail-in tool"), which such equity could also be subject to any future application of the general bail-in tool.

In addition to the general bail-in tool, the BRRD provides for resolution authorities to have the further power to permanently write-down or convert into equity subordinated capital instruments at the point of non-viability and before any other resolution action is taken (non-viability loss absorption).

The BRRD also provides for a member state as a last resort, after having assessed and exploited the above resolution tools to the maximum extent possible whilst maintaining financial stability, to be able to provide extraordinary public financial support through additional financial stabilisation tools ("bail-out"). These consist of the public equity support and temporary public ownership tools. Any such extraordinary financial support must be provided in accordance with the EU state aid framework.

The BRRD is already implemented in the EU. As a minimum harmonisation initiative, member states may adopt more onerous provisions when implementing the BRRD, meaning that it is difficult to anticipate the full potential implications for relevant enterprises in the absence of finalised national implementing measures. However the main consequence of BRRD implementation will be that the member states will prohibited from providing public financial support to the financial enterprises under its jurisdictions without executing a bail-in as required under BRRD. It is expected that this will increase funding costs for financial enterprises.

In Norway, the Norwegian Banking Law Commission has submitted proposed amendments in FEA to implement BRRD in NOU 2016:23. A public hearing on the proposal for public comment was issued 28 October 2016 and expired on 9 January 2017. On 21 June 2017, the Ministry of Finance submitted a draft proposal (Prop. 159 L (2016-2017)) to the Norwegian Parliament. It is expected that the proposed amendments in FEA will be adopted by the Norwegian Parliament within December 2017.

PSD2

PSD2, repealing the original payment services directive 2007/64/EC, entered into force in the EU on 12 January 2016. The new directive shall be implemented in national law in the EU by 13 January 2018. PSD2 has not yet been included in the EEA-agreement, and accordingly the implementation deadline set out below does not apply to Norway. The main purpose of PSD2 is to enhance consumer protection, promote innovation and improve the security of payment services. A key element of PSD2 includes the right of third party payment services providers to access customers' payment accounts held at other payment service providers (i.e. banks). PSD2 introduces two third party payment service providers: account information service providers and payment initiation service providers. Pursuant to PSD2, banks will be required to provide access to the customers' payment accounts, provided that the relevant payment accounts are accessible online, the customers' accounts qualify as payment accounts and the third party payment service providers are duly licensed. The new framework requires banks to reformulate their approach to providing secure data access to third parties, and it increases the

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competition between payment service providers because more payment service providers are given access to customers' account information, including funds available. Other key elements of PSD2 include tightening of the exemptions from the application of PSD2, enhancements of the rights of consumers with respect to refunds, liability for unauthorised payments and the obligations of payment services providers when securing customer data. PSD2 also introduces improved consumer protection for payments made outside of the EU or in non-EU currencies. The Norwegian Ministry of Finance has issued a draft proposal concerning provisions that will implement parts of Directive 2015/2366/EU on payment services in the internal market (PSD2). The draft proposal concerns the parts of PSD2 regarding public law including regulatory requirements for payment institutions, integration between payment services providers in relation to the new payment services introduced in PSD2. The proposal has been subject to a public consultation. The public consultation expired on 18 August 2017. The Ministry has not yet submitted draft legislation to the Norwegian Parliament.

Further, the Ministry of Justice and Public Security has issued a separate draft proposal on the provisions in PSD2 concerning private law matters including the provision on consumer protection and liability for payments that are processed incorrectly or late; see Section 8.3.3 "Proposed new act on financial contracts" below.

Proposed new act on financial contracts

In September 2017, the Norwegian Ministry of Justice and Public Security issued a draft proposal for a new act which is intended to replace the FCA together with a discussion paper for public comment. The draft proposal aims to ensure implementation of relevant parts of PSD2, as well as Directive 2014/92/EU on the comparability of fees related to payment account, payment account switching and access to payment accounts and Directive 2014/18/EU on credit agreements for consumers relating to residential immovable property.

The draft proposal facilitates for an increased protection of credit customers including specific provisions on credit agreements relating to residential immovable property.

First, the draft proposal includes provisions relating to payment services, which ensures the formal introduction of third party providers of payment account services and payment initiation services under PSD2, hereunder provisions regulating the distribution of liability between third party providers and the payment account providers.

Second, the proposal includes proposed provisions relating to credit agreements. In the proposal, the Ministry of Justice and Public Security proposes to repeal the current obligation to discourage consumers. Instead, the Ministry proposes that the credit provider has to refrain from granting credit to customers where the result of the creditworthiness assessment indicates that the obligations resulting from the credit agreement are unlikely to be met in the manner required under that agreement. Under the draft proposal, credit providers will also be subject to stricter requirements when it comes to the obligation to provide adequate explanations to the consumers on the proposed credit agreements and any ancillary services, in order to place the consumer in a position enabling him to assess whether the proposed credit agreements and ancillary services are adapted to his needs and financial situation. Further, the proposal includes a prohibition on charging usury interest rates and a provision on the contractual consequences in the event that the credit provider has not carried out a satisfactory credit assessment. The consequences of breaches relating to the duty to carry out a satisfactory assessment will pursuant to the proposal entail that the credit provider cannot claim compensation, the customer's obligation under the credit agreement shall be reduced as far as reasonable and terms regarding interest costs and commitment period shall not be binding for the customer.

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Other developments

In June 2017, the Norwegian Parliament resolved to request that the Norwegian government should assess whether to introduce and implement an interest rate cap on unsecured debt and consumer loans. As of the date of this Prospectus, the Norwegian Ministry of Finance has not yet published a written assessment regarding the potential introduction of an interest rate cap on unsecured debt and consumer loans.

Further, in September 2017, the NFSA sent a letter to the Norwegian Ministry of Justice and Public Security urging the revision of the Debt Collection Act. As of the date of this Prospectus, it is unclear whether the Ministry of Justice and Public Security will establish a committee or in other ways propose to amend the Debt Collection Act and thus the potential outcome of such a revision is unknown.

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9. CAPITALISATION AND INDEBTEDNESS

The information presented below should be read in conjunction with the other parts of this Prospectus, in particular Section 10 "Selected Financial Information" and Section 11 "Operating and Financial Review", and the Financial Statements and the notes related thereto, included in Appendix B and C to this Prospectus and incorporated by reference in this Prospectus, see Section 19.1 "Incorporation by reference".

This section provides information about the Company's unaudited consolidated financial capitalization and net financial indebtedness on an actual basis as of 30 September 2017 and, in the "As adjusted" column, the Company's unaudited consolidated financial capitalization and net financial indebtedness on an adjusted basis to reflect the receipt of proceeds from the Offering. The adjustments and the "As Adjusted" column are based on the Company raising gross proceeds of NOK 504 million (including full utilization of the Over-Allotment Option and the Greenshoe Option issued by the Company) and an Offer Price of NOK 17.75 which is the midpoint of the Indicative Price Range, resulting in the Company’s share capital being NOK 176,774,749, consisting of 176,774,749 Shares, with each Share having a nominal value of NOK 1.

Other than as set forth above, there has been no material change to the Bank's unaudited capitalisation and net financial indebtedness since 30 September 2017.

Capitalisation

(In NOK thousands)

As of 30 September 2017

unaudited Adjustments1)

unaudited As adjusted

(unaudited)

Total current debt: Guaranteed - - -

Secured - - -

Unguaranteed/Unsecured 4,434,886 - 4,434,886

Total current debt 4,434,886 - 4,434,886

Total non-current debt:

Guaranteed - - -

Secured - - -

Unguaranteed and unsecured 463,392 - 463,392

Total non-current debt 463,392 - 463,392

Total indebtedness 4,897,278 - 4,897,278

Shareholders' equity

Share capital 148,369 28,4061) 176,755

Additional paid-in capital 437,645 447,6682) 885,313

Other Reserves 32,904 - 32,904

Retained earnings 306,259 - 306,259

Total shareholders' equity 925,177 476,074 1,401,251

Total capitalisation 5,822,454 476,074 6,298,528

1) The share capital has been adjusted with NOK 28 million based on the issuance of 28,405,623 shares (based on gross proceeds of NOK 504 million including full utilization of the Over-Allotment Option and the Greenshoe Option issued by the Company and based on an Offer Price at the midpoint of the Indicative Price Range). If the over-Allotment Option is not used (or, if used, the Greenshoe Option issued by the Company not exercised) the share capital adjustment would be NOK 24 million based on the issuance of 23,943,661 shares at an Offer Price at the midpoint of the Indicative Price Range.

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2) Additional paid-in capital has been adjusted with NOK 448 million based on the issuance of 28,405,623 shares (based on gross proceeds of NOK 504 million including full utilization of the Over-Allotment Option and the Greenshoe Option issued by the Company and based on an Offer Price at the midpoint of the Indicative Price Range) adjusted for estimated costs related to the Offering of NOK 28 million. If the over-Allotment Option is not used (or, if used, the Greenshoe Option issued by the Company not exercised) the additional paid-in capital adjustment would be NOK 376 million based on the issuance of 23,943,661 shares at an Offer Price at the midpoint of the Indicative Price Range.

Net financial indebtedness

(In NOK thousands)

As of 30 September

2017 unaudited

Adjustments unaudited

As adjusted unaudited

(A) Cash 442,368 476,0742) 918,442

(B) Cash equivalents - - -

(C) Trading securities 371,614 - 371,614

(D) Liquidity (A)+(B)+(C) 813,981 476,074 1,290,056

(E) Current financial receivables 754,097 - 754,097

(F) Current bank debt - - -

(G) Current portion of non-current debt - - -

(H) Other current financial debt1) 4,015 - 4,015

(I) Current financial debt (F)+(G)+(H) 4,015 - 4,015

(J) Net current financial indebtedness (I)-(E)-(D) -1,564,063 476,074 2,040,137

(K) Non-current bank loans - - -

(L) Bonds issued 463,392 - 463,392

(M) Other non-current loans - - -

(N) Non-current financial indebtedness (K)+(L)+(M) 463,392 - 463,392

(O) Net financial indebtedness (J)+(N) -1,100,671 476,074 1,576,745

1) Other current financial debt consists of current liabilities in accordance with IAS 32

2) The Bank's cash position has been adjusted for the net proceeds from the Offering as described in the notes to the capitalization table in Section 9.1 "Capitalisation", assuming full utilization of the Over-Allotment Option and the Greenshoe Option issued by the Company and an Offer Price at the midpoint of the Indicative Price Range. If the over-Allotment Option is not used (or, if used, the Greenshoe Option issued by the Company not exercised) the cash position adjustment would be NOK 400 million.

Working capital statement

The Bank is of the opinion that the working capital available to the Bank is sufficient for the Bank's present requirements, for the period covering at least 12 months from the date of this Prospectus.

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10. SELECTED FINANCIAL INFORMATION

Introduction

The following tables present selected Financial Information in respect of the Bank. Unless otherwise stated herein, the selected interim condensed financial information, as of the three month period ended 30 September 2017 (with comparable figures for the three months ended 30 September 2016), the nine months ended 30 September 2017 (with comparable figures for the nine months ended 30 September 2016) and for the years ended 31 December 2016, 2015 and 2014, have been derived from and are based on the Interim Financial Statements and the Annual Financial Statements respectively.

The 2016/2015 IFRS Annual Financial Statements included in Appendix B in this Prospectus, were originally prepared in accordance with NGAAP, but have in relation to the issuance of this Prospectus been converted to IFRS as adopted by the EU. The Interim Financial Statements, as of, and for the three months and nine months ended, 30 September 2017 (with comparable figures for the three months ended 30 September 2016) have been prepared in accordance with IAS 34. The Interim Financial Statements are included in Appendix C to this Prospectus. The 2015/2014 NGAAP Financial Statements are incorporated by reference to this Prospectus, see Section 19.1 "Incorporation by Reference".

The Annual Financial Statements have been audited by PwC, as set forth in their reports thereon included together with the Annual Financial Statements.

The selected financial information included herein should be read in connection with, and is qualified in its entirety by reference to, the 2016/2015 IFRS Annual Financial Statements included in Appendix B to this Prospectus, the 2015/2014 NGAAP Annual Financial Statements , incorporated by reference in this Prospectus, see Section 19.1 "Incorporation by reference" and the Interim Financial Statements included as Appendix C to this Prospectus and should be read together with Section 11 "Operating and Financial Review".

Summary of accounting policies

For information regarding accounting policies and the use of estimates and judgements, please refer to Note 1 of the 2016/2015 IFRS Annual Financial Statements as of, and for the year ended, 31 December 2016, and Note 1 of the Interim Financial Statements as of 30 September 2017, included in Appendix B and Appendix C to this Prospectus.

In the following, a short description has been included of the significant effects on the statement of income and statement of financial position occurring from the transition from NGAAP to IFRS. Please refer to Note 2 in the 2016/2015 IFRS Annual Financial Statements for further details.

The issued perpetual subordinated bond is classified as a liability under the line Subordinated loan capital according to NGAAP. The perpetual subordinated bond does not meet the requirements of financial liabilities and is presented as Tier 1 capital according to IFRS. Interest expenses related to the bond is according to NGAAP presented as interest expense. For IFRS purposes, these interest expenses will have no effect on net interest income, but will involve changes in retained earnings.

Certificates and bonds are held for the purpose of receiving cash flows from contracts and for sale is according to NGAAP classified at amortized cost, while under IAS 39 they are classified at fair value through profit or loss.

Capitalised agency cost and establishment fee in accordance with NGAAP is classified as Loan to customer for IFRS purposes.

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Statement of comprehensive income

The table below sets out selected data from the Bank's interim statement of comprehensive income for the three and nine months ended 30 September 2017 and 2016, its statement of comprehensive income for the years ended 31 December 2016 and 2015 and its income statement for 2014.

Three months ended 30 September

Nine months ended 30 September

Year ended 31 December

In NOK thousands

2017 IFRS

unaudited

2016 IFRS

unaudited

2017 IFRS

unaudited

2016 IFRS

unaudited

2016 IFRS

audited

2015 IFRS

audited

2015 NGAAP audited

2014 NGAAP audited

Interest income 199,583 115,279 535,602 282,652 421,897 160,972 160,972 24,831

Interest expenses 25,143 13,068 62,399 35,453 50,287 27,201 27,201 6,319

Net interest income

174,440 102,211 473,203 247,199 371,610 133,771 133,771 18,512

Income commissions and fees

24,232 13,607 63,362 30,625 46,507 12,324 12,324 2,270

Expenses commissions and fees

17,671 6,990 36,010 19,511 28,881 10,132 10,131 1,421

Net commissions and fees

6,561 6,617 27,352 11,114 17,625 2,193 2,193 849

Net gains / losses (-) on certificates and bonds

205 738 1,196 1,505 1,955 -2,220 -2,134 -

Salary and other personnel expenses

19,253 11,031 49,486 30,782 44,080 29,997 29,997 20,415

General administrative expenses, of which:

31,212 15,969 87,451 45,269 65,083 40,392 40,392 18,726

Direct marketing cost

20,953 12,525 61,574 33,166 49,498 30,289 30,289 13,798

Total salary and admin. expenses

50,466 27,000 136,938 76,051 109,164 70,389 70,389 39,141


3,983 1,843 9,320 5,126 6,336 4,726 4,726 1,881

Other expenses 5,983 2,953 17,036 8,521 13,057 7,094 7,094 4,108

Losses on loans -3,197 22,980 68,097 53,683 85,742 32,750 32,750 4,192

Total operating expenses

57,029 54,039 230,194 141,876 212,344 117,179 114,959 49,322


123,973 54,790 270,361 116,436 176,891 18,785 18,871 -29,961

Tax expenses 31,801 14,436 69,383 31,756 47,723 7,494 7,517 -7,062

Profit after tax 92,171 40,353 200,979 84,680 129,169 11,291 11,354 -22,900

Comprehensive income for the period

92,171 40,353 200,979 84,680 129,169 11,291 11,354 -22,900

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Condensed statement of financial position

The table below sets out selected data from the Bank's interim statement of financial position as of 30 September 2017 and 2016 and its statement of financial position as of 31 December 2016, 2015 and 2014.

In NOK thousands As of

30 September As of

31 December 2017 2016 2016 2015 2015 2014

ASSETS IFRS

unaudited IFRS

unaudited IFRS

audited IFRS

audited NGAAP audited

NGAAP audited


442,368 244,759 498,787 251,692 251,692 128,124



Other intangible assets 48,343 24,712 26,024 22,315 22,315 11,146

Deferred tax assets - - 17 5,893 5,875 10,077

Fixed assets 735 506 550 374 374 595

Other receivables, of which:

13,188 2,393 763 154 29,066 6,995

Prepaid agent commission

- - - - 28,912 6,658

Total assets 5,822,454 3,534,485 4,158,123 2,101,516 2,112,686 839,607

Liabilities and equity

Deposits from and debt to customers

4,290,622 2,751,975 3,312,991 1,751,139 1,751,139 663,645

Senior unsecured bond 399,125 - - - - -

Other debt, of which: 35,333 24,559 23,530 16,076 27,196 12,682

Deferred revenue (establishment fees)

- - - - 11,120 3,296

Subordinated loans 64,267 64,047 64,102 - - -

Tax payable 107,931 23,023 39,234 - - -

Total liabilities 4,897,278 2,863,603 3,439,858 1,767,215 1,778,335 676,327

Share capital 148,369 148,369 148,369 135,465 135,465 89,200

Share premium 392,645 391,972 392,645 205,830 205,830 101,340

Tier 1 capital 45,000 45,000 45,000 - - -

Other paid-in equity 32,904 21,994 24,912 12,769 12,769 3,806

Retained earnings 306,259 63,549 107,340 -19,762 -19,713 -31,067

Total equity 925,177 670,883 718,265 334,301 334,351 163,279

Total liabilities and equity

5,822,454 3,534,485 4,158,123 2,101,516 2,112,686 839,607

Condensed statement of cash flows

The table below sets out selected data from the Bank's interim statement of cash flows for the three and nine month period ended 30 September 2017 and 2016 and its statement of cash flows for the years ended 31 December 2016, 2015 and 2014 as derived from the Interim Financial Statements and the Annual Financial Statements.

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In NOK thousands Three months ended 30 September



2017 IFRS

unaudited

2016 IFRS

unaudited

2017 IFRS

unaudited

2016 IFRS

unaudited

2016 IFRS

audited

2015 IFRS

audited

2015 NGAAP audited

2014 NGAAP audited


123,973 54,790 270,361 116,436 176,891 18,785 18,771 -29,961

Taxes - - - - - - - -


3,983 1,843 9,320 5,126 6,336 4,726 4,726 1,881

Change in loans to customers

-288,237 -592,017 -1,593,341 -1,394,820 -1,805,231 -1,194,238 -1,176,446 -443,112

Change in deposits from customers

156,089 244,243 977,631 1,000,836 1,561,852 1,087,494 1,087,494 663,645

Change in securities

-85,606 -10,565 -61,635 -99,840 -89,997 23,768 23,700 -243,750

Change in accruals -109,582 214,872 -31,978 -256,528 101,655 47,950 30,242 2,736

Net cash flow from operating activities

-199,380 -86,834 -429,641 -115,734 -48,493 -11,514 -11,513 -48,561

Investments in fixed assets

-55 -39 -1,295 -836 -362 -384 -384 -560

Investments in intangible assets

-12,594 -2,298 -30,018 -6,809 -10,117 -15,290 -15,290 -7,260

Net cash flow from investment activities

-12,649 -2,336 -31,313 -7,645 -10,479 -15,674 -15,674 -7,820

Change in paid-in equity

3,233 2,955 7,991 9,225 199,719 150,755 150,755 180,540

Change in subordinated debt

55 55 165 64,047 64,102 - - -

Change in senior

unsecured bond 399,125 - 399,125 - - - - -

Change in Tier 1 capital

- - - 45,000 45,000 - - -

Payment of interest on Tier 1 capital

-920 -920 -2,746 -1,826 -2,754 - - -

Net cash flow from financing activities

401,492 2,090 404,535 116,446 306,067 150,755 150,755 180,540

Net cash flow for the period

189,463 -87,080 -56,419 -6,933 247,095 123,566 123,568 124,159

Cash and cash equivalents at the start of the period

252,905 331,839 489,787 251,692 251,692 128,124 128,124 3,965

Cash and cash equivalents at the end of the period

442,368 244,759 442,368 244,759 498,787 251,692 251,692 128,124

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Condensed statement of changes in equity

The table below sets out selected data from the Bank's statement of changes in equity for the years ended 31 December 2016, 2015 and 2014 and its interim statement of changes in equity for the three month period ended 30 September 2017.

In NOK thousands Share

capital Other paid in capital

Tier 1 capital

Fund for unrealized

gains Retained earnings

Total Equity

Balance sheet as at 31 December 2014 89,200 101,340 - 3,806 -31,067 163,279

Equity effect from IFRS implementation - - - - 12 12

Balance sheet as at 1 January 2015 89,200 101,340 - 3,806 -31,055 163,292

Share capital increase 46,265 104,490 - - - 150,755 Changes in equity due to share options programme - - - 8,963 - 8,963

Net profit for the period - - - - 11,291 11,291 Total profit for the period 11,291 11,291 Balance sheet as at 31 December 2015 135,465 205,830 - 12,769 -19,762 334,301

Share capital increase 12,904 186,815 - - - 199,719 Changes in equity due to share options programme - - - 12,143 - 12,143

Tier 1 capital - - 45,000 - - 45,000 Paid interests on Tier 1 capital - - - - -2,754 -2,754 Tax - - - - 688 688 Net profit for the period - - - - 129,168 129,168 Total profit for the period 129,168 129,168 Balance sheet as at 31 December 2016 148,369 392,645 45,000 24,912 107,340 718,265

Share capital increase - - - - - - Changes in equity due to share options programme 7,991 7,991

Tier 1 capital - - - - - - Paid interests on Tier 1 capital - - - - -2,746 -2,746 Tax - - - - 686 686 Net profit for the period - - - - 200,978 200,978 Total profit for the period 200,978 200,978 Balance sheet 30 September 2017 148,369 392,645 45,000 32,904 306,259 925,177

Auditor

The Bank's auditor is PricewaterhouseCoopers AS, with registration number 987 009 713 and business address at Dronning Eufemias gate 8, 0191 Oslo, Norway. PricewaterhouseCoopers AS is a member of The Norwegian Institute of Public Accountants (Norwegian: Den Norske Revisorforeningen). PwC has been the Bank's auditor throughout the period covered by financial information included in this Prospectus.

PwC's audit reports on the Annual Financial Statements are included within the Annual Financial Statements and incorporated by reference together with the 2015/2014 NGAAP Annual Financial Statements for and included in Appendix B to this Prospectus for the 2016/2015 IFRS Annual Financial Statements. PwC's review report on the Interim Financial Statements is included in Appendix C to this Prospectus. PwC has not audited, reviewed or produced any report on any other information provided in this Prospectus.

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11. OPERATING AND FINANCIAL REVIEW

This operating and financial review should be read together with Section 10 "Selected Financial Information" and the 2016/2015 IFRS Annual Financial Statements, included as Appendix B to this Prospectus, 205/2014 NGAAP Annual Financial Statements incorporated by reference in this Prospectus (see Section 19.1 "Incorporation by reference"), the Interim Financial Statements included as Appendix C in this Prospectus and related notes.

The operating and financial review contains forward-looking statements. These forward-looking statements are not historical facts, but are rather based on the Bank's current expectations, estimates, assumptions and projections about the Bank's industry, business and future financial results. Actual results could differ materially from the results contemplated by these forward-looking statements because of a number of factors, including those discussed in Section 2 "Risk Factors" and Section 4.5 "Forward-looking statements", as well as other Sections of this Prospectus. See Section 11.10 "Basis for the preparation of financial reporting".

General overview

As of the date of this Prospectus, the Bank's financial position is sound, as evidenced by solid capitalisation, strong liquidity and high profitability.

Significant factors affecting business performance

The Bank's business and operational performance has been and will continue to be affected by several different factors. For a complete overview of all identified risk factors, see Section 2 "Risk Factors". The Management has identified what they believe to be the key factors affecting the Bank's performance and these are described below.

Macroeconomic environment and monetary policy

The Bank's defined home-market is the Nordic retail market, and at the date of this prospectus, it has operations in Norway and Finland. Thus, the macroeconomic conditions in these countries may have an effect on the Bank's business performance. Specifically, the macroeconomic conditions in these countries may have an impact on the Bank's lending growth, lending rates, default rates, and the cost and availability of external funding. The Bank monitors several macroeconomic indicators, but have not identified any that directly affects the Bank's performance. However, several factors indirectly affect its performance, among others, the development in market interest rates, GDP, unemployment, housing prices, consumer confidence, consumer price inflation and oil prices. The Bank has no direct exposure to the petroleum industry and the Bank's loan book is well diversified in terms of geography within Norway, thus it is not heavily exposed to counties affected by the decrease in oil prices.

Regulatory environment

The Bank operates in a heavily regulated market and regulatory changes may affect the Bank's performance. In particular, regulatory changes may, among other things, affect the Bank's ability to market its products, to attract new customers, the structure of products offered, its cost of funding as well as its level of required regulatory capital. For a complete overview of the Bank's regulatory environment, see Section 8 "Regulatory Overview".

Housing prices

The housing prices in the Nordic region have increased the recent years. In particular, Norwegian housing prices have increased significantly over an extended period of time.9

9 SSB «Boligprisindeksen»

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In 2016, SSB reported that on average in Norway housing prices increased by 10.1%, however, by the end of Q2 2017 SSB reported prices (seasonally adjusted) fell by 0.4% and that the year-on-year price increase was down to 6.9%. Although the Bank does not offer home loans, it may indirectly be affected by a decrease in housing prices as this may influence consumers' level of household debt, consumption and appetite for new lending.

Unemployment rate

Increasing unemployment rate may affect the Bank's customers' ability to service debt, thus potentially affecting the Bank's loan losses. High unemployment rate in itself however, as in the case of Finland (see Section 6.2.2 "Finnish economic overview"), is not seen as an key factor influencing the Bank's operations as this is already known information and thus incorporated in the Bank's credit models. The potential negative impact would mainly arise if a country experienced a material increase in unemployment rates, as this would among other influence overall consumption levels and consumers / customers' appetite for lending and ability to repay their debt.

Competitive environment

The Bank has seen increased competition over recent years and in particular over the past few quarters as several new niche banks with a focus on consumer loans have launched operations. Even though Komplett Bank believes it has a strong competitive position, increased competition may adversely affect the Bank's performance. In particular, increased competition may affect the Bank's ability to attract new customers and the level of interest rates it is able to charge. For a more detailed overview of the Bank's competitive environment, see Section 6.6 "Competitive environment in the Nordics".

Ability to attract new loan customers and product offering

The Bank's financial performance is significantly influenced by its ability to attract new loan customers and its product offering. Since inception, the Bank has experienced strong loan growth as evidenced in Section 10 "Selected Financial Information". This growth stems from the Bank's two primary products; consumer loans and credit cards.

The Bank originates consumer loans primarily through two channels, through its website (often called the direct channel) and through lending agents. Since inception, these two channels have generated approximately an equal amount of new loans. As of 30 September 2017, Komplett Bank has approximately 42,000 consumer loans customers and NOK 4,206 million in net consumer loans.

The Bank also generates loan volume through its credit card operation. Since launch in November 2015 the product has experienced strong growth and as of 30 September 2017 Komplett Bank has approximately 39,000 credit card customers and NOK 740 million in net loans stemming from its credit card operation. See Section 7.6.2 "Credit card" for a detailed description of the product and its operational development.

Historically the Bank's main geographical source of growth has been Norway, but with its launch in Finland in February 2017 the Bank expects to see significant loan growth from both countries.

Interest rate levels

The most important money market rate affecting the Bank's performance is the Norwegian Interbank Offer Rate ("NIBOR"). This rate is directly tied to the macroeconomic environment as it is tied to among other things the market's expected inflation and the key policy rate.

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Although the Bank sets its lending and deposit rates at its own discretion, in order to be competitive in both lending as well as is in attracting deposit funding, it has to take into account the prevailing money market rates as well as its competitor's interest rate levels. Furthermore, the NIBOR has a direct effect on the interest rate level on the Bank's issued interest bearing securities. Therefore, the Bank's management closely track the interest rate offered by its competitors as well as the money markets in order to adjust its own rates accordingly.

Loan book quality

The quality of the Bank's loan book affects required loss reserves and write-downs and hence can have a significant impact on the Bank's result of operations. The Bank has developed solid credit models and management monitors the loan book closely. Maintaining a high quality as well as highly profitable loan book is a top priority for the Bank's management.

The quality of the loan book is affected both by product mix, the amount of new lending volumes in proportion to total outstanding lending volumes, as newly acquired loans tend to have higher loss rates in the first periods on books than more mature portfolios, macro factors, such as e.g. unemployment rates, affecting customers’ ability or willingness to pay back loans, as well as customer specific factors and the Bank’s activities and tuning of scorecards and credit policies over time. As illustrated in the table below, the Bank has during the last twelve months experienced some migration between risk classes, as defined in its financial reports, with a smaller proportion of the loan book being classified as “High” risk or being in default, while the proportion classified as “Low” risk has increased. The distribution between risk classes has been fairly stable compared to the distribution at year end 2014.

As of 30 September As of 31 December Risk classes 2017 2016 2016 2015 2014

Low 37 % 27 % 33 % 27 % 39 %

Medium 24 % 24 % 24 % 29 % 21 %

High 34 % 43 % 36 % 40 % 38 %

Defaulted loans 4 % 6 % 7 % 4 % 2 %

Sum 100 % 100 % 100 % 100 % 100 %

In the second quarter of 2017 the Bank sold a portfolio of defaulted loans with a book value before write-downs of NOK 340 million. Transfer and settlement took place in the third quarter of 2017 and the transaction was hence recognized in the accounts for that quarter. The sale had a positive impact on profit before taxes of NOK 39 million.

In the balance sheet the Bank had recorded NOK 90 million, NOK 121 million, NOK 36 million and NOK 4 million in cumulative impairment of loans at 30 September 2017, the end of 2016, 2015 and 2014. Loan losses in the P&L for 2017 until 30 September was NOK 68 million. For the years 2016, 2015 and 2014 it was NOK 86 million, NOK 33 million and NOK 4 million respectively. The graph below shows the development in the percentage of the loan book that is currently not upholding its repayment plan divided into four categories based on the number of days they are behind schedule.

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In NOK thousands

2014 Q4

2015 Q1

2015 Q2

2015 Q3

2015 Q4

2016 Q1

2016 Q2

2016 Q3

2016 Q4

2017 Q1

2017 Q2

2017 Q3

Gross defaulted loans1)

7,204 13,977 24,290 37,411 61,650 91,157 131,450 170,731 241,491 334,632 420,703 223,197

1) Loans which are 90 days or more overdue according to agreed payment schedule, or loans overdue less than 90 days if earlier been 90 days or more overdue.

Management discussion on and analysis of results of operations

Three month ended 30 September 2017 (IFRS) compared with three month period ended 30 September 2016 (IFRS)

The Bank's profit after tax amounted to NOK 92 million for the three months ended 30 September 2017 compared with NOK 40 million for the three months ended 30 September 2016. The increase is mainly due to the Bank's growth in net loans in both Norway and Finland and the sale of a portfolio of defaulted loans which added NOK 29 million to profit after tax.

Net interest income The Bank's net interest income for the three months ended 30 September 2017 amounted to NOK 174 million. This represents a 71% increase compared to the three months ended 30 September 2016 and is primarily due to the Bank's growth in net loans.

Net commission and fees The Bank's net commission and fees for the three months ended 30 September 2017 amounted to NOK 6.6 million. This represents a 0.8% decrease compared to the three months ended 30 September 2016. The reduction is due to a combination of a one-off cost of approximately NOK 7 million in connection with a portfolio sale booked in Q3 2017 and positive items related to growth in sales, loan volumes, number of customers and credit card volumes as well as increased sales of insurance products.

Total operating expenses The Bank's total operating expenses for the three months ended 30 September 2017 amounted to NOK 57 million. This represents a 5.5% increase compared to the three months ended 30 September 2016. Adjusted for effects from the portfolio sale, the increase would be 91 %, explained by the Bank's continued loan growth, organisational ramp-up, increasing marketing effort, primarily in Finland, and preparations for the launch of a point-of-sales financing solution. Salary and other personnel expenses increased from NOK 11 million to NOK 19 million, while general administrative expenses increased from NOK 16 million to NOK 31 million.

18%

13%9% 11% 12% 13%

10% 11% 14% 10% 11% 15%

3%

2%

2%2% 3%

3%

3%3%

3%

3% 3%

4%

1%

1%

1%1% 1%

1%

1%1%

1%

1%1%

2%

2%

2%

3%

3% 4%4%

5%6 %

7%

8%8%

4%

0%

5%

10%

15%

20%

25%

30%

35%

14Q4 15Q1 15Q2 15Q3 15Q4 16Q1 16Q2 16Q3 16Q4 17Q1 17Q2 17Q31-30 31-60 61-90 90 +

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Losses on loans The Bank's losses on loans for the three months ended 30 September 2017 amounted to NOK negative 3.2 million (income). This represents a NOK 26 million decrease compared to the three months ended 30 September 2016. This is due primarily to the sale of the defaulted loans portfolio booked in Q3 2017 and increased loan volumes in general and particularly increased credit card volumes. The sale of the defaulted loans portfolio resulted in a reduction in losses on loans of NOK 46 million.

Nine months ended 30 September 2017 (IFRS) compared with the nine month period ended 30 September 2016 (IFRS)

The Bank's profit after tax amounted to NOK 201 million for the nine months ended 30 September 2017 compared with NOK 85 million for the nine months ended 30 September 2016. The increase is mainly due to the Bank's growth in net loans in Norway and the sale of a portfolio of non-performing loans which added NOK 29 million to profit after tax.

Net interest income The Bank's net interest income for the nine months ended 30 September 2017 amounted to NOK 473 million. This represents a 91% increase compared to the nine months ended 30 September 2016 and is primarily due to the Bank's growth in net loans.

Net commission and fees The Bank's net commission and fees for the nine months ended 30 September 2017 amounted to NOK 27 million. This represents a 146% increase compared to the nine months ended 30 September 2016. The increase is due to a combination of a one-off cost of approximately NOK 7 million in connection with a portfolio sale booked in Q3 2017 and positive items related to growth in sales, loan volumes, number of customers and credit card volumes as well as increased sales of insurance products.

Total operating expenses The Bank's total operating expenses for the nine months ended 30 September 2017 amounted to NOK 230 million. This represents a 62% increase compared to the nine months ended 30 September 2016. Adjusted for effects from the portfolio sale booked in Q3 2017, the increase would be 95%, explained by the Bank's continued loans growth, organisational ramp-up to support further growth in both Norway and Finland and preparations for the launch of a point-of-sales financing solution. Salary and other personnel expenses increased from NOK 31 million to NOK 49, while general administrative expenses increased from NOK 45 million to NOK 87 million.

Losses on loans The Bank's losses on loans for the nine months ended 30 September 2017 amounted to NOK 68 million. This represents a 27% increase compared to the nine months ended 30 September 2016. This is due to increased loan volumes in general and particularly increased credit card volumes, and partly offset by the sale of the defaulted loans portfolio booked in Q3 2017 which reduced losses on loans with NOK 46 million in the period.

Year ended 31 December 2016 (IFRS) compared with year ended 31 December 2015 (IFRS)

The Bank's profit after tax amounted to NOK 129 million for the year ended 31 December 2016 compared with NOK 11 million for the year ended 31 December 2015. 2016 represented a year of significant growth for the company and most changes in the financial figures reflect that.

Net interest income The Bank's net interest income for the year ended 31 December 2016 amounted to NOK 372 million. This represents an increase of NOK 238 million, or equivalently an increase of 178% compared to the year ended 31 December 2015. The increase is primarily a

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reflection of the Bank's growth in net loans, but also due to lower funding cost and the Bank’s increased share of credit card lending, which tends to have higher interest rates than instalment loans.

Net commission and fees The Bank's net commission and fees for the year ended 31 December 2016 amounted to NOK 18 million. This represents a NOK 15 million increase compared to the year ended 31 December 2015 and is particularly due to growth in the credit card product that was launched late in 2015, but also due to growth in the number of loans outstanding and increased sales of insurance products.

Total operating expenses The Bank's total operating expenses for the year ended 31 December 2016 amounted to NOK 212 million. This represents an 81% increase compared to the year ended 31 December 2015. The increase is due to the Bank's continued loan growth, organisational ramp-up to support its growth strategy, increased marketing spending as well as increased losses on loans. Salary and other personnel expenses increased from NOK 30 million to NOK 44 million, general administrative expenses increased from NOK 40 million to NOK 65 million, while losses on loans increased from NOK 33 million to NOK 86 million.

Losses on loans The Bank's losses on loans for the year ended 31 December 2016 amounted to NOK 86 million. This represents a 162% increase compared to year ended 31 December 2015. This is due to increased loan volumes in general and particularly increased credit card volumes.

Year ended 31 December 2015 (NGAAP) compared with year ended 31 December 2014 (NGAAP)

The Bank's profit after tax amounted to NOK 11 million for the year ended 31 December 2015 compared with NOK -23 million for the year ended 31 December 2014. 2015 was the Bank's first full year in operation and the comparison with 2014 is thus not very relevant.

Net interest income The Bank's net interest income for the year ended 31 December 2015 amounted to NOK 134 million. This represents an increase of NOK 115 million compared to the year ended 31 December 2014 and the increase is due the Bank's growth in net loans.

Net commission and fees The Bank's net commission and fees for the year ended 31 December 2015 amounted to NOK 2.2 million. This represents an increase of NOK 1.3 million compared to the year ended 31 December 2014.

Total operating expenses The Bank's total operating expenses for the year ended 31 December 2015 amounted to NOK 117 million. This represents a 137% increase compared to the year ended 31 December 2014. The increase is due to a combination of the Bank's organisational ramp-up, increased marketing spending and that the Bank was not operational the whole year ending 31 December 2014. Salary and other personnel expenses increased from NOK 20 million to NOK 30, while general administrative expenses increased from NOK 19 million to NOK 40 million.

Losses on loans The Bank's losses on loans for the year ended 31 December 2015 amounted to NOK 33 million. This represents a NOK 29 million increase compared to year ended 31 December 2014 and is due to the Bank's growth in net loans, going from starting up banking

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operations in 2014 and into 2015 as its first full year of banking operations. The first defaults on loans were registered in Q3 2014 with a total of NOK 1.8 million.

Key Ratios – Non-IFRS Financial Measures

The non-IFRS financial measures presented herein are not recognised measurements of financial performance under IFRS, but are used by Management to monitor and analyse the underlying performance of the Bank's business and operations. Investors should not consider any such measures to be an alternative to profit and loss for the period, operating profit for the period or any other measures of performance under generally accepted accounting principles.

The Bank believes that the non-IFRS measures presented herein are commonly used by investors in comparing performance between companies. Accordingly, the Bank discloses the non-IFRS financial measures presented herein to permit a more complete and comprehensive analysis of its operating performance relative to other companies across periods. Because companies calculate the non-IFRS financial measures presented herein differently, the non-IFRS financial measures presented herein may not be comparable to similarly defined terms or measures used by other companies.

In order to measure the Bank's performance on a historic basis, the Management has primarily made use of the following measures: (i) Loan Loss Ratio (ii) Net Interest Margin and (iii) Cost to Income Ratio and Cost to Income Ratio Excluding Direct Marketing Expenses. These are APMs which are provided to give a deeper understanding of the Bank's financial performance and which are further defined in Section 4.2.2 "Non-IFRS financial measures" and in Section 20 "Definitions and Glossary" of this Prospectus.




In NOK thousands 2017 IFRS

2016 IFRS

2017 IFRS

2016 IFRS

2016 IFRS

2015 IFRS

2014 IFRS1)

Loan Loss Ratio -0.3% 3.5% 2.2% 3.2% 3.5% 3.2% 1.9%

Net Interest Margin 12.9% 12.5% 12.8% 11.8% 12.0% 9.3% 5.9%

Cost to Income Ratio 33% 29% 33% 35% 33% 60% 233%

Cost to Income Ratio Excluding Direct Marketing Expenses

22% 18% 20% 22% 20% 38% 162%

1) Converted to IFRS for comparable purposes (unaudited)

Loan Loss Ratio The Loan Loss Ratio for the three month period ended 30 September 2017 was -0.3%. For the three month period ended 30 September 2016 the Loan Loss Ratio was 3.5%. The decrease can mainly be explained by one-off effects reducing loan losses in Q3 2017 by NOK 46 million.

The Loan Loss Ratio for the nine month period ended 30 September 2017 was 2.2%. For the nine month period ended 30 September 2016 the figure was 3.2%. The decrease can mainly be explained by one-off effects reducing loan losses in Q3 2017 by NOK 46 million, partly offset by increased volumes in new non-performing loans for cards and loans in Norway.

The Loan Loss ratio for 2016 was 3.5% and 3.2% for 2015. The increase is primarily due to the Bank’s increasing share of credit card loans, which in addition to in general having higher interest rates also usually have higher loss rates, and to successful build-up of new lending volumes in Norway, which generally tend to have higher loss rates in the first periods on books than more mature portfolios.

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For 2014 the Loan Loss Ratio was 1.9%. The low ratio for 2014 is due to the fact that the Bank at 31 December 2014 only had been operating in 9 months, and that it necessarily takes some time until the first customers come into default.





2016 IFRS

2017 IFRS

2016 IFRS

2016 IFRS

2015 IFRS

2014 IFRS1)

Losses on loans -3,197 22,980 68,097 53,682 85,742 32,750 4,192

Average net loans 4,749,881 2,657,878 4,132,958 2,271,716 2,460,423 1,021,710 221,141

Loan Loss Ratio -0.3% 3.5% 2.2% 3.2% 3.5% 3.2% 1.9%

1) Converted to IFRS for comparable purposes, (unaudited).

Net Interest Margin The Net Interest Margin for the three month period ended 30 September 2017 was 12.9%. For the three month period ended 30 September 2016 the Net Interest Margin was 12.5%. The increase was mainly due to lending constituting more of interest bearing assets in Q3 2017 than in 2016, partly offset by somewhat lower yield on lending products and higher interest rates on funding, including on deposits from customers.

The Net Interest Margin for the nine months ended 30 September 2017 was 12.8%. For the same period in 2016 the Net Interest Margin was 11.8%. The increase was mainly due to lending constituting more of interest bearing assets in the nine months ended 30 September 2017 than in 2016 and increased yield on lending products, partly offset by somewhat lower return on other interest bearing assets and somewhat higher interest rates on funding, mainly due to changes in funding mix with unsecured and subordinated bonds constituting a larger proportion of total funding.

The Net Interest Margin was 12.0% for 2016, 9.3% for 2015 and 5.9% for 2014. The continued increase is due to an increased share of credit card lending, lower funding cost through the period and lending constituting a larger proportion of interest bearing assets.





2016 IFRS

2017 IFRS

2016 IFRS

2016 IFRS

2015 IFRS

2014 IFRS1)

Net interest income 174,440 102,211 473,203 247,199 371,610 133,771 18,512

Average interest bearing assets

5,426,328 3,260,717 4,944,331 2,789,828 3,100,627 1,443,477 314,038

Net Interest Margin 12.9% 12.5% 12.8% 11.8% 12.0% 9.3% 5.9%


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Cost to Income Ratio and Cost to Income Ratio Excluding Direct Marketing Expenses The Bank's Cost to Income Ratio and Cost to Income Ratio Excluding Direct Marketing Expenses were 33% and 22% for the three month period ended 30 September 2017 and 29% and 18% for the three month period ended 30 September 2016. The increase in ratios is mainly explained by the Bank's organisational ramp-up, increasing marketing effort, primarily in Finland, and preparations for the launch of a point-of-sales financing solution, and partly offset by continued loan growth and increased economies of scale.

The Bank's Cost to Income Ratio and Cost to Income Ratio Excluding Direct Marketing Expenses were 33% and 20% for the nine month period ended 30 September 2017 and 35% and 22% for the nine month period ended 30 September 2016. The decrease in ratios is explained by the Bank's continued loan growth and increased economies of scale, largely offset by the Bank’s organisational ramp-up, increasing marketing effort, primarily in Finland, and preparations for the launch of a point-of-sales financing solution.

The Bank's Cost to Income Ratio and Cost to Income Ratio excluding marketing were 33% and 20% for 2016, 60% and 38% for 2015 and 233% and 162% for 2014. The continued decrease in ratios is mainly explained by the Bank's continued loan growth and increased economies of scale.





2016 IFRS

2017 IFRS

2016 IFRS

2016 IFRS

2015 IFRS

2014 IFRS1)

Total operating expenses 57,029 54,039 230,194 141,876 212,344 117,179 49,322

Losses on loans -3,197 22,980 68,097 53,683 85,742 32,750 4,192

Net gain/losses (-) on certificates and bonds

205 738 1,196 1,505 1,955 -2,220 -

Total operating expenses excluding losses on loans, and net gain/losses (-) on certificates and bonds

60,431 31,797 163,293 89,698 128,557 82,209 45,130


Net commissions and fees 6,561 6,617 27,352 11,114 17,625 2,193 849

Total income 181,001 108,827 500,555 258,312 389,235 135,964 19,361

Cost to Income Ratio 33% 29% 33% 35% 33% 60% 233%


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2016 IFRS

2017 IFRS

2016 IFRS

2016 IFRS

2015 IFRS

2014 IFRS1)

Total operating expenses 57,029 54,039 230,194 141,876 212,344 117,179 49,322

Losses on loans -3,197 22,980 68,097 53,683 85,742 32,750 4,192

Net gain/losses (-) on certificates and bonds

205 738 1,196 1,505 1,955 -2,220 -

Direct marketing expenses 20,953 12,525 61,574 33,166 49,498 30,289 13,798

Total operating expenses excluding losses on loans, and net gain/losses (-) on certificates and bonds, and direct marketing expenses

39,478 19,272 101,719 56,532 79,059 51,920 31,332


Net commissions and fees 6,561 6,617 27,352 11,114 17,625 2,193 849

Total income 181,001 108,827 500,555 258,312 389,235 135,964 19,361


22% 18% 20% 22% 20% 38% 162%


Management discussions on and analysis of financial position

Period ended 30 September 2017 (IFRS) compared with the period ended 30 September 2016 (IFRS)

The Bank's total assets at the period ended 30 September 2017 amounted to NOK 5,822 million. This is an increase of NOK 2,288 million or 65% compared to the period ended 30 September 2016. The following sections describe more closely the changes in the Bank's most important balance sheet items.

11.4.1.1 Assets

Loans to customers The Bank's loans to customers at 30 September 2017 amounted to NOK 4,946 million. This represents a NOK 2,004 million, or equivalently 68%, increase compared to the period ended 30 September 2016. Loans to customers including credit card in Norway increased to NOK 4,190 million during the period while loans to customers in Finland (launched in February 2017) increased to NOK 756 million.

Certificates and bonds The Bank's certificates and bonds at 30 September 2017 amounted to NOK 372 million. This represents a NOK 52 million, or equivalently 16%, increase compared to 30 September 2016. An overview of the Bank's holdings of certificates and bonds can be seen in Section 11.6.3 "Liquidity portfolio".

11.4.1.2 Equity and Liabilities

Deposits from customers The Bank's deposits from customers amounted to NOK 4,291 million at 30 September 2017. This was an increase of NOK 1,539 million, or equivalently 56 %, compared to NOK 2,752 million at 30 September 2016. As deposits is the Bank's primary source of funding, the amount of deposits closely tracks the level of net loans.

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Senior unsecured debt The Bank has at 30 September 2017 NOK 399 million in outstanding senior unsecured debt. An overview of the Bank's terms on its senior unsecured bond can be found in Section 11.7.3 "Subordinated debt".

Subordinated loan The Bank has at 30 September 2017 NOK 64 million in outstanding subordinated loan and was at the same level at 30 September 2016. An overview of the Bank's terms on its subordinated loan can be found in Section 11.7.3 "Subordinated debt".

Total equity The Bank's total equity amounted to NOK 925 million at 30 September 2017. This is an increase of NOK 254 million compared to at 30 September 2016. The increase is mainly due to an increase in retained earnings of NOK 243 million, as a result of the Bank's profitable operation.

Year ended 31 December 2016 (IFRS) compared with year ended 31 December 2015 (IFRS)

The Bank's total assets at the period ended 31 December 2016 amounted to NOK 4,158 million. This is an increase of NOK 2,057 million or approximately 98% compared to the period ended 31 December 2015. The following sections describe in more detail the changes in the Bank's most important balance sheet items.

11.4.2.1 Assets

Loans to customers The Bank's net loans to customers at 31 December 2016 amounted to NOK 3,322 million. This represents a NOK 1,721 million, or equivalently 107%, increase compared to the period ended 31 December 2015. The increase is in line with the Bank's growth strategy.

Certificates and bonds The Bank's certificates and bonds at 31 December 2016 amounted to NOK 310 million. This represents a NOK 90 million, or equivalently 41%, increase compared to at 31 December 2015. The increase is due to need to maintain necessary liquidity relative to total assets. An overview of the Bank's holdings of certificates and bonds can be seen in Section 11.6.3 "Liquidity portfolio".


Deposits from customers The Bank's deposits from customers amounted to NOK 3,313 million at 31 December 2016. This was an increase of NOK 1,562 million, or equivalently 89 %, compared to at 31 December 2015. As deposits is the Bank's primary source of funding, the amount of deposits closely tracks the level of net loans.

Subordinated loan The Bank has at 31 December 2016 NOK 64 million in outstanding subordinated loan securities. This was an increase of NOK 64 million compared to at 31 December 2015. The Bank issued NOK 65 million in Tier 2 subordinated loans in March 2016 and an overview of the terms can be found in Section 11.7.3 "Subordinated debt".

Total equity The Bank's total equity amounted to NOK 718 million at 31 December 2016. This is an increase of NOK 384 million compared to at 31 December 2015. The increase is mainly due to an increase in retained earnings of NOK 127 million, as a result of the Bank's profitable operation, and the successful completion of a NOK 200 million private placement in August 2016. The Bank issued NOK 45 million in Tier 1 capital in March 2016. Tier 1 capital accounted for NOK 45 million of total equity at 31 December 2016

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and detailed terms on the Tier 1 capital securities can be found in Section 11.7.3 "Subordinated debt".


The Bank's total assets at the period ended 31 December 2015 amounted to NOK 2,113 million. This is an increase of NOK 1,273 million or 152% compared to the period ended 31 December 2014. This was the Bank's first full year of operation. The following sections describe in more detail the changes in the Bank's most important balance sheet items.

11.4.3.1 Assets

Loans to customers The Bank's net loans to customers at 31 December 2015 amounted to NOK 1,583 million. This represents a NOK 1,144 million increase compared to the period ended 31 December 2014 and was in-line with the Bank's growth strategy.

Certificates and bonds The Bank's certificates and bonds at 31 December 2015 amounted to NOK 220 million. This represents a NOK 24 million, or equivalently 10%, decrease compared to at 31 December 2014. The decrease is due to management recalibrating the Bank's need for liquidity. An overview of the Bank's holdings of certificates and bonds can be seen in Section 11.6.3 "Liquidity portfolio".


Deposits from customers The Bank's deposits from customers amounted to NOK 1,751 million at 31 December 2015. This was an increase of NOK 1,087 million compared to at 31 December 2014. As deposits is the Bank's primary source of funding, the amount of deposits closely tracks the level of net loans.

Subordinated loan The Bank had not issued any subordinated loan at 31 December 2015.

Total equity The Bank's total equity amounted to NOK 334 million at 31 December 2015. This is an increase of NOK 171 million compared to at 31 December 2014. The increase is mainly due to an increase in retained earnings of NOK 11 million and the successful completion of a NOK 150 million private placement in March 2015.

Management discussion on and analysis of results of cash flow

Three months ended 30 September 2017 (IFRS) compared with three month period ended 30 September 2016 (IFRS)

The Bank had a net increase in cash and cash equivalents of NOK 189 million for the three month period ended 30 September 2017 and ended the period with NOK 442 million in cash and cash equivalents. Net cash flow from operating activities amounted to negative NOK 199 million. Net cash flow used in investing activities amounted to negative NOK 13 million. The Bank did not issue equity, but successfully raised NOK 400 million in a senior unsecured bond in the three month period ended 30 September 2017, while it successfully raised NOK 200 million in a private placement of new shares during the three month period ended 30 September 2016.

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Nine months ended 30 September 2017 (IFRS) compared with nine month period ended 30 September 2016 (IFRS)

The Bank had a net decrease in cash and cash equivalents of NOK 56 million for the nine month period ended 30 September 2017 and ended the period with NOK 442 million in cash and cash equivalents. Net cash flow from operating activities amounted to NOK negative 430 million. Net cash flow used in investing activities amounted to negative NOK 31 million. The Bank did not issue equity, but successfully raised NOK 400 million in a senior unsecured bond in the nine month period ended 30 September 2017, while successfully raised NOK 200 million in a private placement of new shares during the nine month period ended 30 September 2016.

Year ended 31 December 2016 (IFRS) compared with the year ended 31 December 2015 (IFRS)

The Bank had a net increase in cash and cash equivalents of NOK 247 million for the year ended 31 December 2016 and ended the period with NOK 499 million in cash and cash equivalents. Net cash flow from operating activities amounted to negative NOK 48.5 million for the period. This was NOK 37 million lower compared to the year ended 31 December 2015. The decrease is mainly due to increased loans to customers, partly offset by increased deposits from customers and the period's profit after tax. Net cash flow used in investing totalled negative NOK 10 million for the year ended 31 December 2016, slightly lower than the negative NOK 16 million for the same period in 2015. The Bank issued NOK 200 million in equity and NOK 109 in subordinated debt in the year ended 31 December 2016, while NOK 151 million where issued in the same period in 2015.


The Bank had a net increase in cash and cash equivalents of NOK 124 million for the year ended 31 December 2015 and ended the period with NOK 252 million in cash and cash equivalents. Net cash flow from operating activities amounted to negative NOK 12 million for the period. This was an increase of NOK 37 million compared to the year ended 31 December 2014. The increase is mainly due to increased deposits from customers, partly offset by the increase in loans to customers. Net cash flow used in investing totalled negative NOK 16 million for the year ended 31 December 2015, slightly lower than the negative NOK 8 million for the same period in 2014. The Bank issued NOK 151 million in equity in the year ended 31 December 2015, while NOK 181 million where issued in the same period in 2014.

Liquidity

The Board of Directors has established financial policies for liquidity management, risk limits, reporting and follow-up guidelines. The policies and guidelines are up for review by the Board of Directors yearly and it receives periodically updates on the Bank's liquidity risk.

Liquidity management objective

The Bank's objective with regards to liquidity is to have limited liquidity risk. Liquidity risk is continuously monitored and the Bank's placement of excess liquidity is conservatively invested to limit said risk. These funds are primarily invested in deposits with other financial institutions or interest bearing securities with no or short time periods with fixed interest rate and that has good liquidity.

Liquidity measures

The Bank's primary measures for liquidity are the Liquidity coverage ratio ("LCR") and net stable funding ratio ("NSFR"). The LCR requirement follows from regulation on

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capital requirements and CRR/CRD IV of 22 August 2014 no. 1097 (Norwegian: CRR/CRD IV-forskriften). The Bank is required to at all times have a LCR of at least 100% i.e. hold a diversified buffer of liquid assets that it can use to cover liquidity needs in a short term liquidity stress (30 days). The LCR requirement applies to each of the Bank's "significant" currencies. At the date of this Prospectus, the only significant currency which applies to the LCR requirement applicable to the Bank is NOK.

The LCR is calculated as the Bank's high-quality liquid assets divided by total net cash outflows and the regulatory requirement is set at minimum 90% for 2017 (100 % from 1 January 2018). The Bank targets a LCR ratio of minimum 110% as set forth in the equation below.

Currently, a minimum requirement for NSFR has not been introduced, however, the Bank is required to report the ratio quarterly to the NFSA. The Bank targets a net stable funding ratio of minimum 110%. The NSFR aims to ensure that banks maintain a stable funding profile in relation to the composition of their assets and off-balance sheet activities. The NSFR is calculated as the available amount of stable funding divided by the required amount of stable funding, as set forth in the equation below:

The table below sets out these measures at 30 September 2017 and 2016 and for the years ended 31 December 2016, 2015 and 2014 as derived from the Interim Financial Statements and the Annual Financial Statements.

As of 30 September As of 31 December

2017 IFRS

2016 IFRS

2016 IFRS

2015 IFRS

2014 IFRS1)

LCR ratio 217% 166% 198% 173% 353%

NSFR ratio 149% 170% 171% 187% 242% 1) Converted to IFRS for comparable purposes, (unaudited).

Liquidity portfolio

Komplett Bank closely monitors its liquidity portfolio and seeks to limit the portfolio's risk. The table below shows an overview of the portfolio's instrument as at 30 September 2017 and 2016 and at 31 December 2016, 2015 and 2014.

Below is a table which summarises the Bank's liquidity portfolio.

As of 30 September As of 31 December


2016 IFRS

2016 IFRS

2015 IFRS

2014 IFRS

Loans and deposits with credit institutions 442,368 244,759 498,787 251,692 128,124

Certificates and bonds 371,614 319,822 309,979 219,982 243,767 1) Converted to IFRS for comparable purposes, (unaudited).

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Financing

The Bank's financing consists primarily of deposits from retail customers, but the Bank has also issued senior unsecured bonds and Tier 1 and Tier 2 capital in order to diversify its funding and capital base. The table below sets out the Bank's funding structure.

As of 30 September As of 31 December In % of total assets 2017 2016 2016 2015 2014

Retail deposits 74% 78% 80% 83% 79% Senior unsecured debt 7% 0% 0% 0% 0% Subordinated loans 1% 2% 2% 0% 0% Common equity 16% 19% 17% 16% 19%

Deposit financing

Retail deposits is a significant source of funding, and is expected to remain the primary source of funding moving forward. Komplett Bank's deposit product is covered by the Norwegian Banks' Guarantee Fund, which currently guarantees bank deposits up to NOK 2 million. The maximum deposit amount accepted by the Bank per customer is NOK 2 million. The accounts are fully flexible with no fees or restrictions on withdrawals. The change in deposits from customers is summarized in Section 11.4 "Management discussions on and analysis of financial position".

Senior unsecured debt

In June 2017, the Bank issued a senior unsecured bond. The bond loan, with ISIN NO 0010800972, amounts to NOK 400 million, has a maturity of 2 years and a coupon of 3 month NIBOR + 1.55% per annum

ISIN Description Amount outstanding (as of 30-September 2017) Maturity

Coupon margin over 3 months

NIBOR

NO 0010800972 Senior unsecured

debt NOK 399 million 5-Jul-2019 1.55%

The Bank's senior unsecured loan NO 0010800972 matures in 2019 and interest accrue until the maturity date is reached. The interest payment dates are 5 January, 5 April, 5 July and 5 October each year until the maturity date is reached. The interest rate may be adjusted on the same dates as the abovementioned interest payment dates. The loan agreement for the Bank's bond loan is under the standards of Nordic Trustee ASA.

Subordinated debt

The table below summarizes Komplett Bank's outstanding subordinated debt instruments as of the date of this Prospectus.

ISIN Description Amount outstanding (as of 30-September 2017) Maturity

Coupon margin over 3 months

NIBOR

NO 0010757750 Perpetual Tier 1

capital NOK 45 million Perpetual 7.0%

NO 0010757768 Tier 2 subordinated

debt NOK 65 million 23-Feb-2026 5.0%

The Bank's perpetual Tier 1 and subordinated Tier 2 loans' structure and conditions meet the requirements set by the regulations on measurement of the own funds of financial enterprises, clearing houses and investment firms of 1 January 1990 No. 435 (Norwegian: Beregningsforskriften) and qualifies as Additional Tier 1 capital ("AT1") and Tier 2 ("T2") capital respectively. The loan agreements for the perpetual Tier 1 and the

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subordinated Tier 2 loans are under the standards of Nordic Trustee ASA. Both the Tier 1 capital and Tier 2 subordinated debt issue have a regulatory call. The interest payment dates for the Bank's perpetual tier 1 loan and subordinated Tier 2 loan are 5 January, 23 February, 23 May, 23 August and 23 November each year. The interest rate may be adjusted on the same dates as the abovementioned interest payment dates.

Funding requirements

The Bank's current capitalisation is, together with the profits after tax from its operations, sufficient to cover a Pillar 2 requirement also at the high-end of the range received by similar banks. Lending growth can be limited so that sufficient capitalisation is maintained. However, the Bank plans for further growth going forward with a net lending target at the end of 2017 of NOK 5,400-5,600 million. For 2018 the Bank aims for existing business lines in Norway and Finland in sum to grow in line with full year 2017, while the aim is for new business initiatives, hereunder POS Finance, to constitute 1/3 of total growth. The growth strategy is flexible and dependent on market opportunities and risk factors as they develop. The Bank is thus not dependent on raising new equity. The Offering implies net proceeds to the Bank of up to NOK 400 million (assuming the over-Allotment Option is not used or, if used, the Greenshoe Option issued by the Company not exercised) as further described in this Prospectus. The net proceeds from the Offering will be applied by the Bank to facilitate the growth strategy as described in this Prospectus with implied growth capacity in net lending in the level of up to NOK 3,150 – 3,450 million. The remaining balance of funds needed to reach its financial targets is planned to be raised primarily through deposits, but also through debt issuance. As mentioned in Section 11.7.1 "Deposit Financing", the Bank expects deposits to continue to be its primary source of funding going forward. However, the Bank aims to diversify its funding base and therefore raised NOK 400 million in senior unsecured debt during the three months ended 30 September 2017. The Bank targets a funding structure where, among other things, availability, price, maturity, refinancing risk, stakeholders’ expectations and how the actual funding category is treated in relation to calculation of regulatory capital will be factored in. The Bank expects to continue issuing senior unsecured debt in the time to come. In addition, the Bank has, as described in Section 11.7.3 "Subordinated Debt", raised NOK 45 million and 65 million in debt qualifying as AT1 capital and T2 capital respectively. The Bank aims to from time to time to raise additional such capital if necessary to fulfil its capital requirements and/or to optimise its capital structure. The table below summarises market debt maturing in the current and following years as of 30 September 2017: NOK millions 2017 2018 2019 2020 - 2025 2026

>2027 & perpetual

Principal payments - - 400 - 65 45

Interest payments *) 12.1 16.9 12.3 7.4 **) 4.2 3.6 **)

*) NIBOR 3 months as of 13 October 2017 **) Yearly payments

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Restrictions on the use of capital resources

The Bank's senior bond loan agreements are standard agreements with no special conditions or covenants attached.

Capital base and capital adequacy

The Bank's Pillar 1 capital requirement as of the date of this Prospectus is 13.5% and 17.0% for its CET 1 ratio and Total capital ratio respectively. However, the Bank's internal target ratios is set above these requirements, at 17.0% and 20.5% respectively, to give it operating leverage to follow its growth strategy as well as to comply with Pillar 2 requirements expected to be communicated by the NFSA in the time to come. The Bank has not as of yet received any Pillar 2 requirement from the NFSA, hence it has not received any indication on the potential outcome. However, the Bank is aware that banks with a similar business model have received Pillar 2 requirements in the range of 2.6-4.2%.

The Bank's current capitalisation is, together with the profits after tax from its operations, sufficient to cover a Pillar 2 requirement also at the high-end of the range received by other banks with similar business model. However, the Offering implies net proceeds to the Bank, as described in this Prospectus that will be applied to facilitate the growth strategy described herein.

The table below sets out selected data from the Bank's interim statement of capital adequacy for the three month period ended 30 September 2017 and 2016 and its statement of capital adequacy for the years ended 31 December 2016, 2015 and 2014 as derived from the Interim Financial Statements and the Annual Financial Statements.

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In NOK thousands Nine months ended 30 September


2017 IFRS

unaudited 2016

IFRS unaudited

2016 IFRS

audited

2015 IFRS

audited

2015 NGAAP audited

2014 NGAAP audited

Share capital 148,369 148,369 148,369 135,465 135,465 89,200

Share premium 392,645 391,972 392,645 205,830 205,830 101,340

Other equity 339,163 85,543 132,251 -6,993 -6,944 -27,261

Deductions:

Deferred tax asset / intangible assets / other deductions

48,343 24,712 26,041 28,208 28,190 21,223

Common equity tier 1 831,834 601,172 647,225 306,093 306,161 142,056

Tier 1 capital 45,000 45,000 45,000 - - -

Core capital 876,834 646,172 692,225 306,093 306,161 142,056

Supplemental capital 64,267 64,047 64,102 - - -

Total capital 941,101 710,219 756,327 306,093 306,161 142,056

Calculation basis


88,474 48,952 99,757 50,338 50,338 25,625



Other commitments 13,923 2,899 1,313 528 29,066 7,589

Defaulted loans 133,484 80,854 120,914 25,407 25,407 3,012

Calculation basis credit risk

3,873,591 2,304,780 2,709,001 1,298,854 1,329,528 401,665

Calculation basis operational risk

489,792 254,933 489,792 254,933 151,535 70,688

Total calculation basis 4,363,383 2,559,712 3,198,793 1,553,787 1,481,063 472,353

Common equity tier 1 (%)

19.1% 23.5% 20.2% 19.7% 20.7% 30.1%

Core capital (%) 20.1% 25.2% 21.6% 19.7% 20.7% 30.1%

Total capital (%) 21.6% 27.7% 23.6% 19.7% 20.7% 30.1%

Investments

Historical investments

Since 2014, the Bank has made investments and developments in systems and functionality totalling NOK 65 million including NOK 7 million related to the expansion into Finland as detailed below. This includes licenses and customization of banking systems for deposit, loan, credit card and point of sales products as well as integration and custom-built application management and customer facing front-end systems. Operations in Finland started in mid-February 2017. The cross-border expansion, in isolation, has resulted investments of approximately NOK 7 million in the Bank’s operational platform and IT capabilities.

In May 2017, the Bank entered into a cooperation agreement with Komplett Group regarding payment solutions and distribution of point-of-sales finance products. Preparations for launch of such point-of-sales finance products required, in isolation, approx. Approximately NOK 7 million in up-front investments in IT and software which were taken in the first nine months of 2017, related to preparations for launch of such point-of-sales finance products.

The table below summarizes the Bank's investments from 2014 up until 30 September 2017. The Bank has invested a total of NOK 65 million in the period.

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In NOK thousand 2017 IFRS

unaudited

2016 IFRS

unaudited

2016 IFRS

audited

2015 IFRS

audited

2014 NGAAP audited

Investments in fixed assets 1,295 836 362 384 560 Investments in intangible assets 30,018 6,809 10,117 15,290 7,260 Total investments 31,313 7,645 10,479 15,674 7,820

Since 30 September 2017, there have been no significant investments.

Planned investments

The Bank expects to utilize the investments already made as well as the valuable experience gained from the launch in Norway and particularly in Finland when launching in Sweden in Q1 2018, and expects investments in the range of NOK 5-7 million the first year to be sufficient to realize this opportunity.

Further product and IT-development, for current and new product and geographic areas can be expected in the time to come. The Bank estimates yearly investments in further systems and product development in the range of NOK 30 to 60 million going forward, also taking into account adaptation to the regulation 2016/679/EU on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (The General Data Protection Regulation) and PSD2.

As of the date of this Prospectus, the Bank has not made any firm commitments to make any principal future investments.

Basis for the preparation of financial reporting

Critical accounting policies and estimates

The Bank's significant accounting policies are summarised in Note 1 to the Annual Financial Statements, and are hereto incorporated by reference (see Section 19.1 "Incorporation by reference") and included in Appendix B to this Prospectus. Summarised below are those accounting policies that require management to apply judgements which management believes to have the most significant effect on the amounts recognised in the Financial Statements.

Use of estimates

Note 1 of the Bank's financial statements includes a description of the Bank's accounting principles. Below is a summary of significant accounting estimates.

11.10.2.1 Write down of loans

In accordance with IAS 39, a loan or a group of loans is impaired if objective evidence exists that a loss event has incurred after initial recognition, and that loss event reduces the loan's estimated future cash flows. The reduction in the cash flows caused by the loss event must be reliably measurable. Write-downs on loans are considered a significant accounting estimate. Objective evidence that a loan is impaired includes observable data that come to the attention of the institution about the following loss events:

i. significant financial difficulties of the debtor;

ii. a payment default or other type of significant breach of contract;

iii. the granting to the borrower, for reasons relating to the borrower’s financial difficulty, of payment deferral or new credit to pay an instalment, agreed changes in the interest rate or in other contractual terms; and

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iv. it is considered probable that the borrower will enter into settlement procedure, bankruptcy or other financial re-organization, or that the debtor's estate will be subject to bankruptcy proceedings.

IFRS 9 will enter into effect from Q1 2018 for listed companies and from Q1 2019 for unlisted companies. The Basel Committee and the EU Commission has proposed that the effects of the adoption of IFRS 9 on banks' regulatory capital shall be gradually implemented over 5 years. Furthermore, it is currently not yet known whether Norway will introduce a gradual phase-in for the effects on regulatory capital from the forward looking elements of IFRS 9.

IFRS 9 replaces the existing incurred loss model with a forward-looking expected credit losses ("ECL") model. Entities will be required to consider historic, current and forward-looking information (including macro-economic data). This will result in earlier recognition of credit losses as it will no longer be appropriate for entities to wait for an incurred loss event to have occurred before credit losses are recognised. Under the general approach, an entity must determine whether the financial asset is in one of three stages in order to determine both the amount of ECL to recognise as well as how interest income should be recognised.

Stage 1 is where credit risk has not increased significantly since initial recognition. For financial assets in stage 1, entities are required to recognise 12 month ECL and recognise interest income on a gross basis – this means that interest will be calculated on the gross carrying amount of the financial asset before adjusting for ECL.

Stage 2 is where credit risk has increased significantly since initial recognition. When a financial asset transfers to stage 2 entities are required to recognise lifetime ECL but interest income will continue to be recognised on a gross basis.

Stage 3 is where the financial asset is credit impaired. This is effectively the point at which there has been an incurred loss event under the IAS 39 model. For financial assets in stage 3, entities will continue to recognise lifetime ECL but they will now recognise interest income on a net basis. This means that interest income will be calculated based on the gross carrying amount of the financial asset less ECL.

Preliminary calculations for Komplett Bank indicate increased provisions for impairment of loans in the range of NOK 50 million to NOK 150 million.

The Bank is currently undertaking a process of analysing and estimating the impact of IFRS 9. The Bank has to this end established a framework and methodology, where the quantification and calibration is currently ongoing and will be finalized before the implementation of IFRS 9. As IFRS 9 represents an expected credit loss model, the Bank will as a consequence also include forward-looking elements in its impairments. Due to the introduction of these forward-looking elements, the Bank foresees that there will, on implementation date, be a one-off effect arising from the impairments of its financial instruments recorded at that date. The Bank estimates this one-off effect to be between NOK 50 million and NOK 150 million in increased provisions, however these are preliminary figures that potentially can change depending on final implementation. This effect will be presented in the statement of financial position and booked against equity. The magnitude of this one-off effect is still uncertain as it depends on the instruments and commitments and their quality at the introduction date and macroeconomic expectations. It is also contingent on further calibration of the framework employed by the Bank. Furthermore, it is currently not yet known whether Norway will introduce a gradual phase-in for the effects on regulatory capital from the forward looking elements of IFRS 9, as is currently being contemplated in the EU.

Going forward, after the introduction of IFRS 9, the Bank expects to also need to incur higher impairments on a periodical basis, due to the forward looking elements. There will

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also be more volatility in the periodical impairments, due to the nature of transition from an incurred credit loss model to an expected credit loss model.

The IFRS 9 impairment model will be applicable to all financial assets at amortised cost, lease receivables, debt financial assets at fair value through other comprehensive income, loan commitments and financial guarantee contracts. This contrasts to the IAS 39 impairment model which is not applicable to loan commitments and financial guarantee contracts (these were covered by IAS 37). In addition, IAS 39 requires the impairment of "available for sale" debt to be based on the fair value loss rather than estimated future cash flows as for amortised cost assets. Intercompany exposures, including loan commitments and financial guarantee contracts, are also in scope in the stand-alone reporting entity accounts.

11.10.2.2 Calculation of loan losses

Where objective evidence of impairment loss exists, loss on loans is measured as the difference between the carrying amount and the present value of estimated future cash flows discounted using the effective interest rate.

In the estimation of future cash flows from a loan, any takeover or sale of assets or collateral shall be taken into consideration, also including expenses incurred in the taking over or selling.

Recent development and changes

Significant changes in the Bank's financial condition

Since 30 September 2017, there have been no significant changes in the Bank's financial or trading position.

Outlook

Komplett Bank expects net loans at the end of 2017 at NOK 5.4-5.6 billion. For 2018, the Bank aims for business lines in Norway and Finland in sum to grow in line with the full year 2017, while the aim is for new business initiatives, including POS Finance, to constitute 1/3 of total growth. Given continued successful build-up in the Nordic region the Bank expects during 2018 to explore opportunities beyond the short term geographic and product-wise perimeter outlined above and to decide on further strategic direction, i.e. expansion into other geographies or related product areas such as SME loans and B2B POS Finance. The Bank's license gives the ability to passport operations throughout the European Economic Area.

Actual growth and financial performance as well as the mix between geographies and/or products depend on uncertain factors, including but not limited to actual capital requirements applicable to the Bank, market conditions, regulatory environment, project execution and competitors' actions. Changes in any of these factors may result in changes in the Bank's strategy and thus also the financial and operational targets above. For an overview over relevant risk factors to be taken into account, please refer to Section 2 "Risk Factors".

Komplett Bank expects new regulation, hereunder the newly adopted NFSA guidelines on unsecured credit, to dampen total market growth for consumer lending in Norway from relatively high levels. While adapting to new regulation, the Bank will continue to focus on creating customer value through flexible solutions and efficient and customer friendly processes while continuing to diversify its business geographically and product wise. Komplett Bank believes it is well-positioned to continue to increase its market share and to attract sustainable growth. Due to its strategy for growth through diversification and expansion, the Bank will become increasingly less reliant upon growth in one single market.

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Komplett Bank follows a diversified multi-channel marketing and distribution strategy, has a strong financial position with a resilient balance sheet and a flexible and low cost operational model. Combined with a well-known brand and strong distribution capabilities, this puts the bank in a favourable position to meet the competition within the consumer finance industry as well as new regulation related to the industry.

In Q3 the Bank has settled and booked its first unsecured senior funding of NOK 400 million at NIBOR +155 bps. The issue diversifies the Bank's funding sources and supports growth. In Q3 the Bank also settled and booked a sale of NPL-portfolio with positive effect on profit before tax at NOK 39.0 million. The transaction eliminates further risk of losses on these loans, underpins the valuation of impaired loans and supports the Bank's growth strategy.

The Bank has started preparations to adapt its accounts to IFRS 9 on Financial Instruments. The adoption of IFRS 9 may have an impact on the Bank's financial statements, and, in particular, on provisions for impairments of loans and requirements for recognition and measurement of financial instruments.

IFRS 9 will enter into effect from Q1 2018 for listed companies. The Basel Committee and the EU Commission has proposed that the effects of the adoption of IFRS 9 on banks' regulatory capital shall be gradually implemented over 5 years.

Preliminary calculations for Komplett Bank indicate increased provisions for impairment of loans in the range of NOK 50 million to NOK 150 million. For capital planning purposes, the Bank applies NOK 100 million IFRS 9 effect on implementation and assumes no gradual implementation for regulatory capital purposes. The calculation relies on a number of uncertain factors, hereunder modelling assumptions, and further calibration of models will be made before the standard comes into effect for the Bank. The Bank's sale of NPL-portfolio on favourable terms has reduced uncertainty related to actual loss levels and contributes to reduced expected losses.

Komplett Bank has in the Bank's first three years of operation developed a product portfolio, organisational capabilities and financial strength that support the Bank’s growth strategy. Komplett Bank has successfully launched and reached substantial business volumes for consumer loans in Norway and Finland and credit cards in Norway. The Bank started offering loans in Finland in Q1 2017. The operation has developed satisfactorily and has strengthened the Bank’s platform for growth and diversification. Komplett Bank expects loans in Finland to continue to grow significantly going forward. In Q3, the Bank launched its first POS Finance products in Norway in co-operation with Komplett Group. The payment solution and finance products will gradually be available on check outs at Komplett Group’s web-stores, including for partners at its newly launched Marketplace. The Bank expects volumes from POS Finance to gradually build up during 2018 and onwards. The Bank’s operational and distribution model has proven successful and is suitable for continued cross border expansion and diversification. The Bank builds on a lean and efficient operational model which gives it the opportunity to be agile and at the same time exploit economies of scale.

Further, the product portfolio and the organisational capabilities put the Bank in a good position for further expansion and diversification. In particular, the Bank believes the POS Finance capabilities make the Bank well positioned to follow business opportunities that will emerge under the PSD2 regulation.

To realise continued profitability and long-term growth, the strategy to diversify and expand geographical and product wise footprint continues. The main areas of strategic focus for 2018 are:

• Continued volume growth in Finland, including "full year effect"

• Continued sustainable growth in Norway

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• Launch Loans in Sweden in Q1

• Launch Cards in Sweden and Finland in H2

• Scale-up POS Finance business in Norway and launch in Sweden in H1 and Finland in H2

• Develop its strategic roadmap and decide on strategies and direction for further geographical and product-wise expansion.

In the near to medium term:

• The Bank plans to launch deposits in SEK and EUR

• Growth will be given priority over dividends

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12. BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE

Introduction

The Bank's highest decision making authority is the General Meeting of shareholders. All shareholders in the Bank are entitled to attend or be presented by proxy and vote at General Meetings of the Bank and to table draft resolutions for items to be included on the agenda for a General Meeting.

The overall management of the Bank is vested in the Bank's Board of Directors and the Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Bank's business ensuring proper organisation, preparing plans and budgets for its activities, ensuring that the Bank's activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties.

The Management is responsible for the day-to-day management of the Bank's operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Bank's chief executive officer, or CEO, is responsible for keeping the Bank's accounts in accordance with prevailing Norwegian legislation and regulations and for managing the Bank's assets in a responsible manner. In addition, the CEO must according to Norwegian law brief the Board of Directors about the Bank's activities, financial position and operating results at least once a month.

Board of directors

Overview

The Bank's Articles of Association provide that the Board of Directors shall consist of five Board Members elected by the Bank's shareholders. The names, positions and number of shares and options in the Bank of the Board Members as at the date of this Prospectus are set out in the table below.

Name of director Director since Current term expires

Live Haukvik (Chairman) March 2013, Chairman since March 2014

AGM 2018

Bodil Palma Hollingsæter (Deputy chairman)

March 2014, Deputy chairman since April 2015

AGM 2019

Hermann Alexander Kopp May 2015 AGM 2018

Christina H. Pedersen (employee representative) March 2014 AGM 2018

Casper Wakefield July 2013 AGM 2019

Niclas Bojarv (deputy board member for employee representative) March 2017 AGM 2019

Live Haukvik is considered not to be independent from the Bank's major shareholders due to her engagement as Chief Operating Officer in the Komplett Group. Due to the Bank's business relations with the Komplett Group, Live Haukvik might also be

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considered not to be independent from the Bank's material business relations. Christina H. Pedersen is employed by the Bank, and thus not considered independent from the Bank's Management. Christina H. Pedersen was elected as employee representative by the general meeting pursuant to article 3-1 third paragraph of the Articles of Association and Nicolas Bojarv is elected as her personal deputy. None of the other shareholder-elected board members have relations with the Komplett Group or the Bank's Management which are of relevance in this context or relations with others that would involve that they are not considered independent from major shareholders, material business relations or management. Accordingly, the Board of Directors is in compliance with the independence requirements of the Norwegian Code of Practice for Corporate Governance dated 30 October 2014 (the "Corporate Governance Code"), meaning that (i) the majority of the shareholder-elected members of the Board of Directors is independent of the Bank's executive management and material business contacts, (ii) at least two of the shareholder-elected members of the Board of Directors are independent of the Bank's main shareholders, and (iii) no members of the Bank's executive management are on the Board of Directors. The Bank's registered office, in Vollsveien 2A, 1366 Lysaker, Norway, serves as the business address for the Board of Directors in relation to their directorships in the Bank.

Brief biographies of the Board of Directors

Set out below are brief biographies of the members of the Board of Directors, including their relevant expertise and experience, an indication of any significant principal activities performed by them outside the Bank and names of companies and partnerships of which a director is or has been a member of the administrative, management or supervisory bodies or partner the previous five years.

Live Haukvik (Chairman)

Live Haukvik has been a member of the Board of Directors since 2013 and the Chairman of the Board of Directors since December 2013. Mrs. Haukvik currently works as Chief Operating Officer in Komplett Group. Mrs. Haukvik has extensive board experience from several blue chip companies among others Eksportfinans, Kvaerner, BI Norwegian Business School, Sparebanken 1 BV and Borgestad. She holds a Master of Finance (liz.rer.pol.) from Université de Fribourg, Switzerland and Master of Management from BI Norwegian Business School.

Current directorships and senior management positions ...................

Spurv Invest AS (Chairman and manager), Sixbondstreet AS (Chairman), Marlife (Deputy chairman), Komplett Apotek AS (Board member), Komplett Transport AS (Board member), Kompletthome.no AS (Board member), Komplett Distribusjon AS (Board member), Komplett Finans AS (Board member), Webhallen Norge AS (Board member), Komplett.no AS (Board member), Komplett Mobil AS (Board member), Nordic Pharma Logistics AS (Board member), Norsk Bildelsenter AS (Board member), Komplett Services AS (Board member), Marked Gruppen AS (Board member), Fabres sp. z.o.o (Board member), Comtech GmbH (Board member)

Previous directorships and senior management positions last five years ...........................................

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Bodil Palma Hollingsæter (Deputy Chairman)

Bodil Palma Hollingsæter was elected Deputy Chairman of the Bank in April 2015 and has served on the board since March 2014. Mrs. Hollingsæter currently works as a Director at Innovation Norway Møre og Romsdal. She has an extensive banking background on executive level with previous positions among others as Regional Director at Sparebanken Møre and Chief Financial Officer at Romsdals Fellesbank. She holds an MSc in Business and Economics from NHH - Norwegian School of Economics.


Teknika Prosjekt AS (Deputy chairman), Klima Energi og Ventilasjon AS (Deputy chairman), Bøifot Elektro AS (Deputy chairman), Ielektro AS (Deputy chairman), Teknika AS (Deputy chairman), To & Bo AS (Deputy board member), Innovasjon Norge Møre og Romsdal (Director)


AS Regionteateret i Møre og Romsdal (Chairman), Eksportfinans ASA (Board member), Molde Kulturbygg AS (Deputy board member).

Hermann Alexander Kopp (Board member)

Hermann Alexander Kopp has been a board member since May 2015. Mr. Kopp currently works as a partner at the investment firm Incentive AS. He has comprehensive experience as an international fund manager, and previous positions include Portfolio Manager at Polygon Global Partners and Analyst at Goldman Sachs. He holds an A.B. Cum Laude from Harvard College.


AS H Kopp & CO (Chairman and manager), Flora Holding AS (Chairman), Holding Kopp AS (Board member), H & E Eiendom AS (Board member), Incentive Holding AS (Board member), Incentive AS (Board member)


Polygon Global Partners LLP (Manager)

Christina H. Pedersen (Board member)

Christina H. Pedersen has been a board member since March 2014. Mrs. Pedersen currently works as a project director for strategic development in the Bank. Before joining the Bank she was a Senior Business Developer at DNB. She holds an MSc in Business and Economics from BI Norwegian Business School as well as an MSc in Business Management with Finance from Heriot-Watt University.

Current directorships and senior management positions ................... Previous directorships and senior management positions last five years ...........................................

Sameiet Skøyenveien 1a (board member)

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Casper Wakefield (Board member)

Casper Wakefield has been a board member since April 2013. Mr. Wakefield currently works as the chief operating officer of the European Corporate Risk and Broking division of WillisTowersWatson. He has broad experience across all functions and processes in Consumer and Commercial financial services and previous positions include among others Chief Operating Officer GE Capital Nordic and Baltics. He holds a HD degree in International Business & Management Accounting from Copenhagen Business School.

Current directorships and senior management positions ................... WillisTowersWatson London (COO), Willis I/S (Partner) Previous directorships and senior management positions last five years ...........................................

WillisTowersWatson Denmark (COO)

Remuneration and benefits

The total amount of remuneration paid to the Board Members, except for regular salary received by the employee representatives, in 2016 was NOK 650 000. Below is a table showing the remuneration paid to the members of the Board of Directors of the Bank in the financial year ended 31 December 2016:

Name

Position Remuneration

Live Haukvik Chairman NOK 200,000

Bodil Palma Hollingsæter Deputy chairman NOK 150,0001

Hermann Alexander Kopp Board member NOK 150,0001

Christina H. Pedersen Board member

Casper Wakefield Board member NOK 150,0001 1 Remuneration paid in share options

Shares held by the Board of Directors

The shares, warrants, options and lock-up undertakings in connection with the Shares held by the Board of Directors as the date of this Prospectus is presented in the table below:

Name Position Company name

No. of shares

No. of warrants

No. of options

Live Haukvik Chairman 0 0 0 Bodil Palma Hollingsæter Deputy chairman TO&BO AS 459,117 0 30,120

Hermann Alexander Kopp Board member 0 0 30,120

Christina H. Pedersen Board member 0 0 267,780

Casper Wakefield Board member 145,610 0 30,120

Niclas Bojarv Deputy board member 142,487 0 129,309

All Shares and options for shares held by members of the Board and companies controlled by members of the Board are subject to certain lock-up undertakings entered into with the Managers for a period of twelve months following first day of Listing of the Company's Shares, as further set out in Section 17.19.3 "Management and Board of Directors' lock-up undertaking".

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Management

Overview

The Management of the Bank consists of seven individuals. The names of the members of the Management as at the date of this Prospectus and their respective positions are presented in the table below:

Name Position Served since

Raimond Pettersen Chief Executive Officer October 2012

Kristian Sjuve Chief Financial Officer October 2012

Wilhelm B. Thomassen

Director Risk Control, Compliance and Vendor Management

May 2015

Tommy Österlund Chief Credit Risk Officer February 2013

Niels Harald Ursin-Holm

Chief Operations Officer December 2012

Steffen Ryengen Chief Marketing and Information Officer

December 2012

Jan Haglund Chief Strategy Officer August 2015

The Bank's registered office, in Vollsveien 2A, 1366 Lysaker, Norway, serves as the business address for the members of management in relation to their positions in the Bank.

Brief biographies of the members of the management

Set out below are brief biographies of the members of the Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Bank and names of companies and partnerships of which a member of the management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years.

Raimond Pettersen (CEO)

Raimond Pettersen is the Chief Executive Officer and a Co-founder of Komplett Bank. Mr. Pettersen has an extensive background in the Consumer finance industry and previous positions include Co-founder and Chief Financial Officer of Bankia Bank, Chief Executive Officer of Bank2 and Nordic Chief Financial Officer of Santander Consumer Bank. Mr. Pettersen holds a Siviløkonom degree (corresponds to a MSc in business administration and economics) from NHH - Norwegian School of Economics, a Cand. jur. from the University of Oslo and an Executive MBA from BI Norwegian Business School.

Current directorships and senior management positions ................... AlfaB Holding AS (Chairman) Previous directorships and senior management positions last five years ...........................................

AlfaB Prosjekt AS (now Komplett Bank ASA) (Chairman), AlfaB Consult (Chairman)

Kristian Sjuve (CFO)

Kristian Sjuve is the Chief Financial Officer and a Co-founder of Komplett Bank. Mr. Sjuve has comprehensive experience from the Consumer finance and Financial services

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industry and previous positions include Nordic Head of Treasury of Santander Consumer Bank, Head of Financing of Bankia Bank and corporate finance advisor at Pareto Securities. Mr. Sjuve holds an Executive MBA degree from NHH - Norwegian School of Economics, a postgraduate diploma in Shipping, Trade and Finance from Cass Business School and a Cand.mag. from the University of Oslo.

Current directorships and senior management positions ................... Svejk Invest AS (Owner, chairman) Previous directorships and senior management positions last five years ...........................................

None

Wilhelm B. Thomassen (Director Risk Control, Compliance and Vendor Management)

Wilhelm B. Thomassen has been the Director Risk Control, Compliance and Vendor Management at Komplett Bank since May 2015 and served as a board member from December 2012 to May 2015. His previous positions include Director Lean & Business Development at Statoil Fuel and Retail and Department Director of Cards at Santander Consumer Bank. Mr. Thomassen holds a Master in European Business from Royal Holloway University of London and an Executive MBA from NHH - Norwegian School of Economics.


Bilsalg Kokstad AS (Board member), Skjold Forsikringsmegling AS (Board member)


Komplett Bank ASA (Board member), Statoil Fuel & Retail AS (Director Lean & Business Development), Statoil Fuel & Retail AS (Senior Director Loyalty & Card Products)

Tommy Österlund (Chief Risk Officer)

Tommy Österlund is the Chief Risk Officer and a Co-founder of Komplett Bank. Mr. Österlund has an extensive background in the Consumer Finance industry and previous positions include Risk Director of Santander Consumer Bank, Analyst Manager at Lindorff Decision, Risk Manager at Avanza Bank and Risk Manager at GE Money Bank. Mr. Österlund has studied Economics at the University of Stockholm.

Current directorships and senior management positions ................... Khaya AS (Chairman) Previous directorships and senior management positions last five years ...........................................

None

Niels Harald Ursin-Holm (Chief Operating Officer)

Niels Harald Ursin-Holm is the Chief Operating Officer and a Co-founder of Komplett Bank. Mr. Ursin-Holm has broad experience in the financial services industry and previous positions include Managing Director of Aktiv Kapital Portfolio Collection, Collection Manager at Citibank Norway and Chief Financial Officer of Nordea Finance Norway. Mr. Ursin-Holm holds a MBA from IESE Business School and BA in Business from Heriot-Watt University.

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Ursulf AS (Owner, chairman), Expo Nova Møbelgalleri AS (Board member), Expo Nova AS (Board member)


Aktiv Kapital Portfolio Collection AS (now PRA Group Norge AS) (Manager)

Steffen Ryengen (Chief Marketing & Information Officer)

Steffen Ryengen is the Chief Marketing & Information Officer and a Co-founder of Komplett Bank. Mr. Ryengen has a comprehensive background in the consumer finance and financial services industry and previous positions include Head of Distribution, Marketing and Analytics Financial Services at Accenture, Product Development Manager at Santander Consumer Bank and Project Manager at SEB Kort. He holds a Siviløkonom degree (corresponds to an MSc in business administration and economics) and an Executive MBA from NHH - Norwegian School of Economics.


Stiftelsen Nittedal Kulturhus (Board Member), Technology with a heart AS (Board Member), Contribute AS (Chairman)


None

Jan Haglund (Chief Strategy Officer)

Jan Haglund has been the Chief Strategy Officer at Komplett Bank since August 2015. Mr. Haglund has an extensive background in the financial services industry and previous positions include Chief Executive Officer of Buckaroo, Managing Director of Intrum Justitia Finance and Nordic Head of Banks at Entercard. He holds a MSc in Business Administration and Russian and a Master of Law from Uppsala University.

Current directorships and senior management positions ................... None Previous directorships and senior management positions last five years ...........................................

Buckaroo BV (Board Member), Intrum Justitia Finance (Managing director), Buckaroo BV (CEO), Intrum Justitia (Finance director Northern Europe), Entercard Nordics (Head of Banks & Partners)

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Remuneration and benefits

The remuneration to the members of the Management in 2016 was NOK 12,770,000, as further specified in the table below:

Fixed salary Other remuneration

Name Salary

Value of share

options* Variable salary**

Other remuneration Pension

Total remunerati

on

Raimond Pettersen (CEO) 1,457,000 726,000 360,000 9,000 66,000 2,618,000 Kristian Sjuve (CFO) 1,073,000 325,000 260,000 9,000 66,000 1,733,000 Wilhelm B. Thomassen (Dir. Risk Control, Compliance and Vendor Management) 975,000 446,000 180,000 9,000 66,000 1,676,000 Tommy Österlund (Chief Risk Officer) 1,136,000 361,000 288,000 9,000 66,000 1,860,000 Niels Harald Ursin-Holm (Chief Operations Officer) 1,073,000 325,000 260,000 9,000 66,000 1,733,000 Steffen Ryengen (Chief Marketing and Information Officer) 980,000 429,000 260,000 9,000 66,000 1,744,000 Jan Haglund (Chief Strategy Officer) 180,000 1,020,000 131,000 9,000 66,000 1,406,000 * Value is based upon market value at the time of allotment. ** Value is related to the value of the allotted bonus options earned based on work effort in 2015. Only parts of this value relates to vested options.

Other remuneration is related to benefits such as, insurances, newspapers, electronic communication and similar employee benefits.

Shares held by the members of the Management

The shares, warrants, options and lock-up undertakings in connection with the Shares held by the members of the Management as the date of this Prospectus is presented in the table below:

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Name Company name

No. of shares

Of which are lock-up undertakings*

No. of warrants No. of options

Raimond Pettersen (CEO)

ALFAB HOLDING AS 7,986,183 0 4,185,000 808,082

Kristian Sjuve (CFO)

SVEJK INVEST AS 3,042,345 0 1,125,000 444,274

Wilhelm B. Thomassen (Dir. Risk Control, Compliance and Vendor Management)

DINGJA INVEST AS 4,369,961 0 90,000 156,043

Tommy Österlund (Chief Risk Officer)

KHAYA AS 1,911,403 0 810,000 613,413

Niels Harald Ursin-Holm (Chief Operations Officer)

URSULF AS 1,545,000 0 787,500 447,145

Steffen Ryengen (Chief Marketing and Information Officer)

CONTRIBUTE AS 1,311,250 0 780,000 525,186

Jan Haglund (Chief Strategy Officer)

769,215 0 - 602,332

* Under provisions concerning remuneration schemes in the regulation concerning financial enterprises and financial groups of 9 December 2016 No. 1502, (Norwegian: finansforetaksforskriften), shares and other equity instruments such as share options issued by the Bank to the members of the management are subject to some lock-up limitations for a period of three years.

All Shares, warrants and options for shares held by Management and companies controlled by Management are subject to certain lock-up undertakings entered into with the Managers for a period of twelve months following first day of Listing of the Company's Shares, as further set out in Section 17.19.3 "Management and Board of Directors' lock-up undertaking".

Share option programme for employees including members of the Management

All employees of the Bank, including the Management, are covered by an annual share option programme. The share option programme applies to the employees' fixed salary and other variable remuneration. Determination of option value for the allotted share options is done based on calculated full market value at the time of allotment based on observed trading price based on the Black & Scholes option pricing model.

For the fixed salary, the employees may choose how much of the percentage of the fixed salary which shall be awarded as share options within stipulated intervals based on the employee's position in the Bank.

For the Management of the Bank, provisions concerning remuneration schemes in FEA and the regulation concerning financial enterprises and financial groups of 9 December 2016 No. 1502, (Norwegian: finansforetaksforskriften) applies. Thus, share options issued by the Bank to the Management are subject to some lock-up limitations for a period of three years. The share option programme and its principles are reviewed annually by the Board of Directors.

As of the date of this Prospectus, the Bank has outstanding a total of 6,184,333 options to its employees and Board Members. In October 2017, 38,523 of these options were

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exercised, however the corresponding Shares have not yet been issued by the Company. One option gives the right to acquire one share in the Bank. Options granted in 2014 had a strike price of NOK 1 per Share. Options granted in 2015 and later the strike price has two elements: A fixed component equal to NOK 1 per share and a variable component equal to the social security tax payable by the Bank upon the participant's exercise of an option, to reimburse the Bank for its obligation to pay the social security tax, which accordingly is charged the participant. The options expire 5 years after grant date. Fixed salary options vest when the fixed cash salary they replace would have been paid. Bonus options vest with ½ at grant and 1/6 each year the following three years.

Shares acquired by the Management and the Board of Directors

During the past year the effective cash cost of shares acquired in the Bank by the Management and the Board of Directors are as following:

AlfaB Holding AS, a company controlled by Raimond Pettersen, has during the last 12 months acquired 12,900 Shares at an average purchase price of NOK 15.29 per share. AlfaB Holding AS has further purchased 30,000 warrants at a price of 15.70 per warrant with a strike price of 2.50 per warrant.

Employees

As the date of this Prospectus, the Bank has 48 employees.

The following table illustrates the number of employees as per the end of each calendar year for 2016, 2015 and 2014:

2016 2015 2014

Total number of employees 34 20 12

Benefits upon termination

Neither members of the Board of Directors nor members of the Management have entered into agreements that provide for benefits upon termination of their employment.

Pension and retirement benefits

For the year ended 31 December 2016, the cost of pension for members of the Bank's senior management was approximately NOK 462,000. All employees of the Bank, including the Management, are members of the Bank's contribution based pension scheme. Under the scheme, the Bank contributes 6% of the employees' salary between 1-12 G with an additional contribution of 6% of the employees' salary between 7.1-12 G.

For more information regarding pension and retirement benefits, see Note 11 in the 2016/2015 IFRS Annual Financial Statements for 2016 included in Appendix B to this Prospectus.

Loans and guarantees

Neither members of the Board of Directors nor members of the Management have been granted any loans or guarantees other than those arising from regular use of the Bank's products on regular customer terms.

Nomination committee

Pursuant to the Articles of Association, the Bank shall have a nomination committee elected by the Annual General Meeting. The nomination committee consists of the following members: Tom O. Collett (Chairman), Jan Ole Stangeland and Nils J. Krogsrud.

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The nomination committee is elected for a period of two years. A majority of the members shall be independent of the Board of Directors and the Management.

The responsibility of the nomination committee is, among other things, to nominate candidates to be elected by the General Meeting as members of the Board of Directors and their deputies whenever their respective period of service expires. Moreover, the nomination committee also nominates candidates to be elected by the General Meeting as members of the nomination committee.

The nomination committee proposes remunerations to the members of the Board of Directors and to the members of the nomination committee.

Audit Committee

In accordance with the Articles of Association, the Board of Directors assumes the responsibility of the audit committee. Pursuant to FEA section 8-19, the audit committee shall:

• prepare the Board of Directors' supervision of the company's financial reporting process;

• monitor the systems for internal control and risk management;

• have continuous contact with the company's auditor regarding the audit of the annual accounts; and

• review and monitor the independence of the company's auditor, including in particular the extent to which services other than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor

In financial enterprises where the board of directors assumes the responsibility of the audit committee (such as the Bank); the Board shall carry out the abovementioned tasks.

The Board of Directors assuming the responsibility of the audit committee constitutes a deviation from the Corporate Governance Code dated 30 October 2014, which states that the board of directors should not jointly constitute the audit committee.

Remuneration committee

The Board of Directors assumes the responsibility of the remuneration committee. The Board of Directors shall thus carry out tasks prescribed under FEA and relevant guidelines adopted by the NFSA and EBA.

Conflicts of interests

Live Haukvik is currently the Chief Operating Officer of the Komplett Group. Haukvik's engagement with the Komplett Group might involve conflict of interest in situations where relations with the Komplett Group are discussed by the Board of Directors. Further Christina H. Pedersen (and her personal deputy Niclas Bojarv) being employed by the Bank might involve conflict of interests where matters affecting employees of the Bank is discussed.

Except from the above, there are currently no actual or potential conflicts of interest between the Board Members and members of Management's duties to the Bank and their private interests and other duties, including any family relationships between such persons.

Convictions for fraudulent offences, bankruptcy etc.

None of the members of the Board of Directors or the Management have during the last five years preceding the date of this Prospectus:

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• any convictions in relation to indictable offences or convictions in relation to fraudulent offences;

• received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or

• been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his/her capacity as a founder, director or senior manager of a company or partner of a limited partnership.

Corporate governance

The Bank has adopted and implemented a corporate governance regime which complies with the Corporate Governance Code, dated 30 October 2014. However, the Bank has not established a separate audit committee in accordance with FEA and the Articles of Association. Thus, the Board of Directors assumes the responsibility of the audit committee.

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13. RELATED PARTY TRANSACTIONS

Introduction

Komplett Bank is not a part of a group. However, the Bank's largest shareholder is Komplett AS with 19.94 % of the Shares in the Bank. Komplett Bank is financially and operationally independent of Komplett AS and its affiliated companies (the "Komplett Group"). Under its banking license the Bank is restricted from granting credits to or issuing guarantees in favour of companies in the Komplett Group and the owners of 10% or more in such companies as well as "close business relations" of such companies or persons (not prohibiting ordinary banking services at market prices to ordinary customers of such companies).

Below is a summary of the Bank's current agreements with related parties in the period covered by the Historical Financial Information. The below mentioned agreements were concluded at arm's length.

Related party agreements

Cooperation agreement between Komplett AS and the Bank

Komplett AS and the Bank has entered into a cooperation agreement in relation to IP rights, marketing cooperation and other services.

The agreement aims to give the Bank the right to use "Komplett Bank" as its name, and the profile and graphic design of komplett.no. The agreement gives the Bank the right to use all the intellectual property rights of Komplett AS that are necessary to achieving this purpose.

Komplett AS and the Bank further agree to collaborate on the marketing of the Bank. This shall be done by Komplett AS through its regular marketing channels, such as news letters to its customers, other marketing material and Komplett AS' websites.

The Bank shall compensate Komplett AS for Komplett AS' contributions under this agreement.

Pursuant to this agreement, Komplett AS shall not enter into or renew cooperation agreements with other operators in the banking or financing industry without written consent from the Bank.

The agreement was prolonged from originally 2018 to a five year term i.e. until 2022 with automatic one year renewals until one of the parties terminate the agreement. Upon expiration without renewal, the Bank shall as soon as possible use its own graphic profile, and halt the use of the IP rights within 12 months.

In the financial year of 2016, the Bank charged NOK 3.7 million as expenses relating to the cooperation agreement compared to NOK 1.5 million in 2015.

Agreement on product cooperation between Komplett AS and the Bank

As an extension to the cooperation agreement described in Section 13.2.1, Komplett AS and the Bank has entered into an agreement on product cooperation in relation to the credit card of the Bank and the credit card's ancillary customer loyalty bonus program. The agreement aims to promote sales and the use of the credit card, as well as contributing to promote sales for Komplett AS.

Pursuant to this agreement, the parties shall arrange for customer loyalty bonus in relation to the use of the Bank's credit card on, among other, purchases from Komplett AS.

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This agreement further strengthens the marketing cooperation described in Section 13.2.1 "Cooperation agreement between Komplett AS and the Bank", as the Bank's products pursuant to this agreement shall be highlighted in the marketing of Komplett AS.

The Bank shall not compensate Komplett for the marketing pursuant to this agreement, other than what is agreed in relation to the allocation of the costs related to the customer loyalty bonus program. Each party shall carry the costs of its own marketing and operations.

The administration of the agreement shall be done by a strategic forum consisting of at least two representatives from each party.

Pursuant to this agreement, Komplett AS shall not enter into or renew cooperation agreements with other operators in the banking or financing industry without written consent from the Bank.

The agreement was entered into on 2 July 2015. The cooperation on the customer loyalty bonus program expires after three years, in 2018, but can be renewed by the parties. However, Komplett AS shall let customers withdraw loyalty bonuses for two years after the discontinuation of the agreement. The marketing cooperation has no expiration date.

Agreement with Komplett Services AS for payment solutions and distribution of point-of-sales finance

Komplett Bank has entered into a commercial agreement with Komplett Services AS, a company within the Komplett Group, regarding payment solutions and distribution of point-of-sales finance (POS Finance) products.

Under the agreement, the Bank offers payment services to Komplett Services and its partners (i.e. merchants that sell their products on web-based marketplaces operated by the Komplett Group) and payment and financing solutions to end-customers (i.e. consumers that purchase products on the marketplaces operated by Komplett Group). Komplett Services shall pursuant to the agreement make Komplett Bank's payment and financing solutions available through the payment/checkout solution Kompay, which is to be integrated in the web based marketplaces operated by the Komplett Group. Komplett Bank will pay Komplett Services AS distribution fees on commercial terms for the volumes generated through the cooperation.

The cooperation agreement is entered into on a five-year term expiring 10 May 2022 with automatic one year renewals until one of the parties terminate the agreement.

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14. CORPORATE INFORMATION AND DESCRIPTION OF THE SHARE CAPITAL

General corporate information

The Bank's registered name is Komplett Bank ASA and its commercial name is Komplett Bank. The Bank is a public limited liability company organised and existing under the laws of Norway pursuant to the Norwegian Public Limited Companies Act. The Bank's registered office is in the municipality of Bærum, Norway. The Company was established on 1 October 2012 and initiated its banking operations on 21 March 2014 when Komplett Bank received its banking licence and final approval from the NFSA. The Bank's headquarter and all its employees are located in Lysaker.

The Bank's registration number in the Norwegian Register of Business Enterprises is 998 997 801.

The Bank's registered office is located at Vollsveien 2A, 1366 Lysaker, Norway and the Bank's main telephone number at that address is +47 21 00 74 50. The Bank's website can be found at www.komplettbank.no. The content of www.komplettbank.no is not incorporated by reference into or otherwise forms part of this Prospectus.

Komplett Bank has no subsidiaries and is not a part of a group of companies and is financially and operationally independent of the Komplett Group. Under its banking license the Bank is restricted from granting credits to or issue guarantees in favour of companies in the Komplett Group and the owners of 10% or more in such companies as well as "close business relations" of such companies or persons (not prohibiting ordinary banking services at market prices to ordinary customers of such companies).

Admission to trading

The Bank expects to formally apply for admission to trading of its Shares on Oslo Børs, on 31 October 2017. The board of directors of Oslo Børs is expected to consider the application for admission of the Shares to Listing on Oslo Børs on 6 November 2017.

Shares and share capital

The Bank's current share capital is NOK 148,369,126.00 divided into 148,369,126 Shares of a nominal value of NOK 1 each.

The Bank has one class of Shares. Each Share carries one vote and all Shares carry equal rights in all respects, including rights to dividends. All the Shares have been created under the Norwegian Public Limited Companies Act, and are validly issued and fully paid.

The Shares are registered in the Norwegian Central Securities Depository (VPS). The Bank's registrar is Nordea Bank Norge ASA, Securities Services, Post box 1166, Sentrum, 0107 Oslo. The Shares carry the ISIN number NO 001 0694029.

The table below summarizes the development in the Bank's share capital for the periods covered by the historical financial information incorporated by reference in this Prospectus, see Section 19.1 "Incorporated by Reference" and included in Appendix B and C to this Prospectus. Prior to these share capital increases, the Bank's share capital was NOK 2,640,000.

Date Type of change

Share capital increase (NOK)

Share capital (NOK) after change

Subsc-ription price (NOK/share)

Par value (NOK/ share)

Issued shares

Total shares after change

14 March 2014 Share issue 15,200,000 12.50 1 15,200,000 17,840,000

18 March 2014 Bonus issue - 89,200,000.00 - 1 71,360,000 89,200,000

23 March 2015 Share issue 150,150,000 135,400,000.00 3.25 1 46,200,000 135,400,000

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Other than the abovementioned share capital increases, no other changes in the Bank's share capital have occurred in the period covered by the historical financial information.

Shareholders

The Bank has one class of Shares.

The following table lists the 20 largest shareholders as of the date of this Prospectus:

Name % Holding

Komplett AS 19.94 29,577,591

Macama AS 8.72 12,939,883

Perm Invest AS 8.26 12,252,383

State Street Bank (S/A SSB Client) 7.25 10,763,485

AlfaB Holding AS 5.38 7,986,183

Sanden A/S 5.04 7,477,154

Dingja Invest AS (Henrik Ibsens gate) 2.95 4,369,961

Fondsavanse AS 2.91 4,313,900

Directmarketing Invest AS 2.21 3,275,043

Svejk Invest AS 2.05 3,042,345

Norda ASA 1.97 2,928,538

Aweco AS 1.43 2,125,465

Tannreg AS 1.29 1,913,503

Khaya AS 1.29 1,911,403

Ivar S Løge AS 1.28 1,900,000

Sniptind Invest AS 1.27 1,891,024

Ursulf AS 1.04 1,545,000

Truls AS 0.99 1,469,761

Laboermus Industrier 0.97 1,439,543

Contribute AS 0.88 1,311,250

Sum 77.133 114,433,406

29 October 2015 Option call 30,000 135,430,000.00 1 1 30,000 135,430,000

8 December 2015 Option call 35,000 135,465,000.00 1 1 35,000 135,465,000

29 March 2016 Option call 65,000 135,530,000.00 1 1 65,000 135,530,000

31 August 2016 Share issue 12,500,000 148,030,000.00 16 1 12,500,000 148,030,000

4 September 2016 Share issue 339,126 148,369,126.00 16 1 339,126 148,369,126

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As of the date of this Prospectus, the Bank has approximately 1,130 shareholders of which 1,028 hold shares worth more than NOK 10,000. Komplett AS is the Bank's largest shareholder, with 29,577,591 shares, representing 19.94% of the total share capital as of the date of this Prospectus.

Shareholders with ownership exceeding 5% must comply with disclosure obligations according to the Norwegian Securities Trading Act section 4-3. As of the date of this Prospectus the following shareholders have holdings exceeding 5%: Komplett AS, Macama AS, Perm Invest AS, State Street Bank, AlfaB Holding AS and Sanden AS.

The Shares have not been subject to any public takeover bids.

Holdings

The Bank has no holdings in other companies.

Own Shares

As of the date of this Prospectus, the Bank owns no own Shares.

Convertible instruments, warrants and share options

In 2014, the Bank issued 9.9 million warrants to shareholders of the Bank which all remain outstanding. The strike price was set at NOK 2.5. Warrants which have not been exercised before 10 March 2019 will lapse. None of these warrants have been exercised yet. Each warrant entitles the holder to subscribe for one new Share in the Bank.

Moreover, there are 6,184,333 options outstanding under the Bank's share option program for its employees and Board Members. In October 2017, 38,523 of these options were exercised, however the corresponding Shares have not yet been issued by the Company. For more information about the Bank's share option program please see Section 12.3.5 "Share option programme".

Outstanding authorisations

On 22 March 2017, the general meeting of the Bank authorised the Board of Directors to increase the share capital with up to NOK 7,000,000. The authorisation can only be used to issue shares in connection with the share option scheme for employees. The shareholders pre-emptive right to subscribe for shares pursuant the Norwegian Public Limited Companies Act section 10-4 can be set aside. The authorisation is valid until 30 June 2018.

On 26 October 2017, the extraordinary general meeting of the Bank authorised the Board of Directors to increase the share capital of the Bank by up to NOK 37,000,000 in connection with the Offering and Listing of the Bank's shares on Oslo Børs. The authorisation may only be used to issue shares in connection with the Offering and the Listing of the Bank's shares. The authorization expires at the annual general meeting in 2018 and in no event later than 30 June 2018.

Shareholder agreements

The Bank is not aware of any shareholders' agreements in relation to the Shares.

The Articles of Association

The Bank's Articles of Association are set out in Appendix A to this Prospectus. Below is a summary of the provisions in the Articles of Association.

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Objective of the Bank

The objective of the Bank is pursuant to section 1-1 of the Articles of Association to conduct such business and provide such services that it is customary or natural for banks to perform, within the framework of applicable laws at any time.

Registered office

The Bank's registered office is in the municipality of Bærum, Norway.

Share capital and par value

The Bank's current share capital is NOK 148,369,126.00, divided into 148,369,126 Shares of a nominal value of NOK 1 each. The Shares are registered with the Norwegian Central Securities Depository (VPS).

Board of directors

The Bank's Board of Directors shall consist of five Board Members. One of the board member must be an employee of the Bank. For this member, there must be a deputy board member with the right to attend and speak in board meetings.

Restrictions on transfer of Shares

The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal for the Bank. Share transfers are not subject to approval by the Board of Directors. Thus, the applicable provisions in the Public Limited Liability Act apply to any transfer of the Shares.

General meetings

In accordance with the Articles of Association, the annual general meeting of shareholders is required to be held each year on or prior to 30 April. Documents relating to matters to be dealt with by the Bank's general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the Bank's website. A shareholder may nevertheless request that documents which relate to matters to be dealt with at the general meeting are sent to him/her.

The NFSA shall be notified of the agenda of the Bank's general meeting, and minutes of general meetings shall be sent to the NFSA.

Nomination committee

The Bank shall have a nomination committee; see Section 12.9 "Nomination committee".

Certain aspects of Norwegian corporate law

The general meeting of the shareholders

Under Norwegian law, a company's shareholders exercise supreme authority in the Bank through the general meeting.

In accordance with Norwegian law, the annual General Meeting of the Bank's shareholders is required to be held each year on or prior to 30 June. The following business must be transacted and decided at the annual General Meeting:

• approval of the annual accounts and annual report, including the distribution of any dividend;

• the Board of Directors' declaration concerning the determination of salaries and other remuneration to senior executive officers;

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• any other business to be transacted at the General Meeting by law or in accordance with the Bank's Articles of Association

In addition to the annual General Meeting, extraordinary General Meetings of shareholders may be held if deemed necessary by the Board of Directors. An extraordinary General Meeting must also be convened for the consideration of specific matters at the written request of the Bank's auditors or shareholders representing a total of at least 5% of the share capital.

Norwegian law requires that written notice of General Meetings needs be sent to all shareholders whose addresses are known at least two weeks prior to the date of the meeting. The notice shall set forth the time and date of the meeting and specify the agenda of the meeting. It shall also name the person appointed by the board of directors to open the meeting. A shareholder may attend General Meetings either in person or by proxy. The Bank will include a proxy form with its notices of General Meetings.

A shareholder is entitled to have an issue discussed at a General Meeting if such shareholder provides the Board of Directors with notice of the issue within seven days before the mandatory notice period, together with a proposal to a draft resolution or a basis for putting the matter on the agenda.

The shareholders of the Bank as of the date of the General Meeting are entitled to attend the General Meeting.

Voting rights

Under Norwegian law and the Articles of Association, each Share carries one vote at General Meetings of the Bank. No voting rights can be exercised with respect to any treasury Shares held by the Bank.

In general, decisions that shareholders are entitled to make under Norwegian law or the Articles of Association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain the most votes are elected. However, as required under Norwegian law, certain decisions, including resolutions to set aside preferential rights to subscribe in connection with any share issue, to approve a merger or demerger, to amend the Bank's articles of association, to authorise an increase or reduction in the share capital, to authorise an issuance of convertible loans or warrants or to authorise the board of directors to purchase shares and hold them as treasury shares or to dissolve the Bank, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a General Meeting.

Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any Shares or class of Shares, receive the approval by the holders of such Shares or class of Shares as well as the majority required for amending the Articles of Association. Decisions that (i) would reduce the rights of some or all shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of shares, require that at least 90% of the share capital represented at the general meeting of shareholders in question vote in favour of the resolution, as well as the majority required for amending the articles of association. Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amending the articles of association. There are no quorum requirements for General Meetings.

In general, in order to be entitled to vote at a General Meeting, a shareholder must be registered as the owner of Shares in the Bank's share register kept by the VPS.

Under Norwegian law, a beneficial owner of Shares registered through a VPS-registered nominee may not be able to vote the beneficial owner's Shares unless ownership is re-registered in the name of the beneficial owner prior to the relevant General Meeting.

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Investors should note that there are varying opinions as to the interpretation of Norwegian law in respect of the right to vote nominee-registered shares. In the Bank's view, a nominee may not meet or vote for Shares registered on a nominee account. A shareholder must, in order to be eligible to register, meet and vote for such Shares at the General Meeting, transfer the Shares from the nominee account to an account in the shareholder's name. Such registration must appear from a transcript from the VPS at the latest at the date of the General Meeting.

Additional issuances and preferential rights

If the Bank issues any new Shares, including bonus shares (i.e. new Shares issued by a transfer from funds that the Bank is allowed to use to distribute dividend), the Bank's articles of association must be amended, which requires the support of at least (i) two thirds of the votes cast and (ii) two thirds of the share capital represented at the relevant General Meeting.

In addition, under Norwegian law, the Bank's shareholders have a preferential right to subscribe for the new Shares on a pro rata basis in accordance with their then-current shareholdings in the Bank. Preferential rights may be set aside by resolution in a general meeting of shareholders passed by the same vote required to approve amendments of the Articles of Association. Setting aside the shareholders' preferential rights in respect of bonus issues requires the approval of the holders of all outstanding Shares.

The General Meeting of the Bank may, in a resolution supported by at least (i) two thirds of the votes cast and (ii) two thirds of the share capital represented at the relevant General Meeting, authorise the Board to issue new Shares. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the nominal share capital as at the time the authorisation is registered with the Norwegian Register of Business Enterprises. The shareholders' preferential right to subscribe for Shares issued against consideration in cash may be set aside by the Board only if the authorisation includes the power for the Board to do so.

Any issue of Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require the Bank to file a registration statement in the United Stated under U.S. securities law. If the Bank decides not to file a registration statement, these shareholders may not be able to exercise their preferential rights.

Under Norwegian law, bonus shares may be issued, subject to shareholder approval and provided, amongst other requirements, that the transfer is made from funds that the Bank is allowed to use to distribute dividend. Any bonus issues may be effectuated either by issuing Shares or by increasing the nominal value of the Shares outstanding. If the increase in share capital is to take place by new Shares being issued, these new Shares must be allocated to the shareholders of the Bank in proportion to their current shareholdings in the Bank.

Minority rights

Norwegian law contains a number of protections for minority shareholders against oppression by the majority, including but not limited to those described in this and preceding and following paragraphs. Any shareholder may petition the courts to have a decision of the Board of Directors or General Meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Bank itself. In certain grave circumstances, shareholders may require the courts to dissolve the Bank as a result of such decisions. Shareholders holding in the aggregate 5% or more of the Bank's share capital have a right to demand that the Bank convenes an extraordinary General Meeting to discuss or resolve specific matters. In addition, any of the Bank's shareholders may in writing demand that the Bank place an item on the agenda for any General Meeting as long as the Bank's Board

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of Directors is notified within seven days before the deadline for convening the General Meeting and the demand is accompanied with a proposed resolution or a reason for why the item shall be on the agenda. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the General Meeting has not expired.

Rights of redemption and repurchase of shares

The Bank has not issued redeemable shares (i.e. shares redeemable without the shareholder's consent).

The Bank's share capital may be reduced by reducing the nominal value of the Shares. According to the Norwegian Public Limited Liability Companies Act, such decision requires the approval of at least two-thirds of the votes cast and share capital represented at a General Meeting. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed.

The Bank may purchase its own Shares if an authorisation to the Board of Directors to do so has been given by the shareholders at a General Meeting with the approval of at least two-thirds of the aggregate number of votes cast and share capital represented. The aggregate nominal value of treasury Shares so acquired may not exceed 10% of the Bank's share capital, and treasury shares may only be acquired if the Bank's distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorisation by the shareholders at the General Meeting cannot be given for a period exceeding 18 months. A Norwegian public limited liability company may not subscribe for its own shares.

Shareholder vote on certain reorganisations

A decision to merge with another company or to demerge requires a resolution of the Bank's shareholders at a General Meeting passed by at least (i) two-thirds of the votes cast and (ii) two-thirds of the share capital represented at the General Meeting. A merger plan, or demerger plan signed by the Board of Directors along with certain other required documentation, would have to be sent to all the Bank's shareholders or made available to the shareholders on the Bank's website, at least one month prior to the General Meeting which will consider the proposed merger or demerger. In addition, any merger or demerger of the Bank requires approval from the NFSA pursuant to FEA section 12-1 and specific procedures set forth in FEA chapter 12 has to be followed.

Liability of board members

Members of the Board of Directors owe a fiduciary duty to the Bank and its shareholders. Such fiduciary duty requires that the Board Members act in the best interests of the Bank when exercising their functions and exercise a general duty of loyalty and care towards the Bank. Their principal task is to safeguard the interests of the Bank.

Members of the Board of Directors may each be held liable for any damage they negligently or wilfully cause the Bank. Norwegian law permits the general meeting to discharge any such person from liability, but such discharge is not binding on the Bank if substantially correct and complete information was not provided at the general meeting of the Bank's shareholders passing upon the matter. If a resolution to discharge the Bank's Board Members from liability or not to pursue claims against such a person has been passed by a general meeting with a smaller majority than that required to amend the Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the shareholders may pursue the claim on the Bank's behalf and in its name. The cost of any such action is not the Bank's responsibility but can be recovered from any proceeds the Bank receives as a result of the action. If the decision to discharge any of the Bank's Board Members from liability or not to pursue claims against the Board Members is made by such a majority as

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is necessary to amend the Articles of Association, the minority shareholders of the Bank cannot pursue such claim in the Bank's name.

Indemnification of board members

Neither Norwegian law nor the Articles of Association contains any provision concerning indemnification by the Bank of the Board of Directors. The Bank is permitted to purchase insurance for the Board Members against certain liabilities that they may incur in their capacity as such.

Distribution of assets on liquidation

Under Norwegian law, a company may be liquidated by a resolution of the company's shareholders in a general meeting passed by the same vote as required with respect to amendments to the articles of association. The shares rank equally in the event of a return on capital by the company upon liquidation or otherwise. Any liquidation of a financial enterprise requires permission from the NFSA and the process is subject to specific requirement under FEA chapter 12.

Compulsory acquisition

Pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90% or more of the total number of issued shares in a Norwegian public limited company, as well as 90% or more of the total voting rights, has a right, and each remaining minority shareholder of the issuer has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition the majority shareholder becomes the owner of the remaining shares with immediate effect.

If a shareholder acquires shares representing 90% or more of the total number of issued shares, as well 90% or more of the total voting rights, through a voluntary offer in accordance with the Norwegian Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial enterprise authorised to provide such guarantees in Norway.

A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However, where the offeror, after making a mandatory or voluntary offer, has acquired 90% or more of the voting shares of an issuer and a corresponding proportion of the votes that can be cast at the general meeting, and the offeror pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price shall be determined on the basis of the offer price for the mandatory and/or voluntary offer unless specific reasons indicate that another price is the fair price.

Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition.

Absent a request for a Norwegian court to set the price, or any other objection to the

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price being offered in a compulsory acquisition, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline for raising objections to the price offered in the compulsory acquisition.

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15. SECURITIES TRADING IN NORWAY

Introduction

Oslo Børs was established in 1819 and is the principal market in which shares, bonds and other financial instruments are traded in Norway.

Oslo Børs has entered into a strategic cooperation with the London Stock Exchange group with regards to, inter alia, trading systems for equities, fixed income and derivatives.

Trading and settlement

Trading of equities on Oslo Børs is carried out in the electronic trading system Millenium Exchange. This trading system was developed by the London Stock Exchange and is in use by all markets operated by the London Stock Exchange as well as by the Borsa Italiana and the Johannesburg Stock Exchange.

Official trading on Oslo Børs takes place between 09:00 hours Central European Time ("CET") and 16:20 hours (CET) each trading day, with pre-trade period between 08:15 hours (CET) and 09:00 hours (CET), closing auction from 16:20 hours (CET) to 16:25 hours (CET) and a post-trade period from 16:25 hours (CET) to 17:30 hours (CET). Reporting of after exchange trades can be done until 17:30 hours (CET).

The settlement period for trading on Oslo Børs is two trading days (T+2). This means that securities will be settled on the investor's account in the VPS two days after the transaction, and that the seller will receive payment after two days.

Oslo Clearing ASA, a wholly-owned subsidiary of SIX x-clear Ltd, a company in the Six Group, has a license from the NFSA to act as a central clearing service, and has from 18 June 2010 offered clearing and counterparty services for equity trading on Oslo Axess.

Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide cross-border investment services into Norway.

It is possible for investment firms to undertake market-making activities in shares listed in Norway if they have a license to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a license to carry out market-making activities in their home jurisdiction. Such market-making activities will be governed by the regulations of the Norwegian Securities Trading Act relating to brokers' trading for their own account. However, market-making activities do not as such require notification to the NFSA or Oslo Børs except for the general obligation of investment firms being members of Oslo Børs to report all trades in listed securities.

Information, control and surveillance

Under Norwegian law, Oslo Børs is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of Oslo Børs monitors market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments.

The NFSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance. Under Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must promptly release any inside information directly concerning the company (i.e. precise information about financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the price of the

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relevant financial instruments or related financial instruments, and which are not publicly available or commonly known in the market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. Oslo Børs may levy fines on companies violating these requirements.

The VPS and transfer of shares

The Bank's shareholder register is operated through the VPS. The VPS is the Norwegian paperless centralised securities register. It is a computerised bookkeeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. All transactions relating to securities registered with the VPS are made through computerised book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents.

The entry of a transaction in the VPS is generally prima facie evidence in determining the legal rights of parties as against the issuing company or any third party claiming an interest in the given security.

The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS' control which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party.

The VPS must provide information to the NFSA on an on-going basis, as well as any information that the NFSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual's holdings of securities, including information about dividends and interest payments.

Shareholder register – Norwegian law

Under Norwegian law, shares are registered in the name of the beneficial owner of the shares. As a general rule, there are no arrangements for nominee registration, and Norwegian shareholders are not allowed to register their shares in the VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the NFSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the issuer and to the Norwegian authorities. In case of registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions but cannot vote on shares at general meetings on behalf of the beneficial owners.

Foreign investment in Norwegian shares

Foreign investors may trade shares listed on Oslo Børs through any broker that is a member of Oslo Børs, whether Norwegian or foreign.

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Disclosure obligations

If a person's, entity's or consolidated group's proportion of the total issued shares and/or rights to shares in an issuer with its shares listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Bank) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that issuer, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify Oslo Børs and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the Bank's share capital.

Insider trading

According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in section 3-2 of the Norwegian Securities Trading Act. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions.

Mandatory offer requirements

The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third of the voting rights of a Norwegian issuer with its shares listed on a Norwegian regulated market to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that issuer. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party's own shareholding, represent more than one-third of the voting rights in the issuer and Oslo Børs decides that this is regarded as an effective acquisition of the shares in question.

The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify Oslo Børs and the issuer in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the issuer or whether a sale will take place. As a rule, a notification to the effect that an offer will be made cannot be retracted. The offer is subject to approval by Oslo Børs before the offer is submitted to the shareholders or made public.

The offer price per share must be at least as high as the highest price paid or agreed to be paid by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is required to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered.

In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant mandatory offer threshold within four weeks, Oslo Børs may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in unfulfilled, exercise rights in the issuer, such as voting on shares at general meetings of the issuer's shareholders, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his duty to make a mandatory offer, Oslo Børs may impose a cumulative daily fine that accrues until the circumstance has been rectified.

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Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a Norwegian issuer with its shares listed on a Norwegian regulated market is required to make an offer to purchase the remaining shares of the issuer (repeated offer obligation) if the person, entity or consolidated group through acquisition becomes the owner of shares representing 40% or more of the votes in the issuer. The same applies correspondingly if the person, entity or consolidated group through acquisition becomes the owner of shares representing 50% or more of the votes in the issuer. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

Any person, entity or consolidated group that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, required to make a mandatory offer in the event of a subsequent acquisition of shares in the company.

Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition.

Absent a request for a Norwegian court to set the price, or any other objection to the price being offered in a compulsory acquisition, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline for raising objections to the price offered in the compulsory acquisition.

Foreign exchange controls

There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a Norwegian issuer who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the NFSA have electronic access to the data in this register.

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16. NORWEGIAN TAXATION

General

This summary regarding Norwegian taxation is based on the laws in force in Norway as of the date of this Prospectus, which may be subject to any changes in law, administrative practise or interpretation occurring after such date. Such changes could possibly be made on a retrospective basis.

The following summary does not purport to be a comprehensive description of all tax considerations that may be relevant to a decision to purchase, own or dispose of shares in the Company. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisers. Shareholders resident in jurisdictions other than Norway and shareholders who cease to be residents in Norway for tax purposes (due to domestic tax law or under tax treaties) should specifically consult with and rely upon their own tax advisers with respect to the tax position in their country of residence and the tax consequences related to ceasing to be resident in Norway for tax purposes.

Please note that for the purpose of the summary below, a reference to a Norwegian or non-Norwegian shareholder refers to the tax residency rather than the nationality of the shareholder.

Taxation of dividends

Norwegian Personal Shareholders

Dividends received by shareholders who are natural persons resident in Norway for tax purposes ("Norwegian Personal Shareholders") are taxable as ordinary income to the extent the dividends exceed a statutory tax-free allowance (Norwegian: skjermingsfradrag). Ordinary income is taxed at a rate of 24 per cent (as of 2017, the rate is proposed reduced to 23 per cent from 2018). The taxable amount is multiplied with a factor of 1.24, resulting in an effective tax rate of 29.76 per cent as of 2017 (24 per cent x 1.24). It is proposed that the taxable amount shall be multiplied with a factor of 1.33 from 2018, resulting in an effective tax rate of 30.59 per cent as of 2018 (23 per cent x 1.33).

The tax-free allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price of the share multiplied by a determined risk free interest rate based on the effective rate of interest on treasury bills (Norwegian: statskasseveksler) with three months’ maturity plus 0.5 percentage points, after tax. The allowance is calculated for each calendar year, and is allocated solely to Norwegian Personal Shareholders holding shares at the expiration of the relevant calendar year.

Norwegian Personal Shareholders who transfer shares will thus not be entitled to deduct any calculated tax-free allowance related to the year of the transfer when determining the taxable amount in the year of transfer. Any part of the calculated tax-free allowance one year exceeding the dividend distributed on a share ("excess allowance") may be carried forward and set off against future dividends received on, or gains upon realisation of, the same share.

Norwegian Corporate Shareholders

Shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes ("Norwegian Corporate Shareholders") are largely exempt from tax on dividends distributed from the Company, pursuant to the Norwegian tax exemption method (Norwegian: fritaksmetoden). However, 3 per cent of dividend income distributed to Norwegian Corporate Shareholder is taxable as ordinary income at a rate of 24 per cent, resulting in an effective tax rate of 0.72 per cent as of 2017 (24 per cent x 3 per cent). If the tax rate on ordinary income is, in accordance with the proposal from the Norwegian government, reduced to 23 per cent from 2018, the effective tax rate on

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dividends received by Norwegian Corporate Shareholders will be 0.69 per cent (23 per cent x 3 per cent).

Non-Norwegian Personal Shareholders

Dividends distributed to shareholders who are natural persons not resident in Norway for tax purposes ("Non-Norwegian Personal Shareholders") are as a general rule subject to withholding tax at a rate of 25 per cent. The withholding tax rate of 25 per cent may be reduced under tax treaties between Norway and the country in which the shareholder is resident. The withholding obligation lies with the company distributing the dividends and the Company assumes this obligation.

Non-Norwegian Personal Shareholders resident within the EEA for tax purposes may apply individually to the Norwegian tax authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share (please see Section 16.2.1 "Norwegian Personal Shareholders" above). However, the deduction for the tax-free allowance does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation on the dividends than the withholding tax rate of 25 per cent less the tax-free allowance.

If a Non-Norwegian Personal Shareholder is carrying on business activities in Norway, or managing business activities from Norway, and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Personal Shareholder, as described above.

Non-Norwegian Personal Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.

Non-Norwegian Corporate Shareholders

Dividends distributed to shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes ("Non-Norwegian Corporate Shareholders") are as a general rule subject to withholding tax at a rate of 25 per cent. The withholding tax rate of 25 per cent may be reduced under tax treaties between Norway and the country in which the shareholder is resident.

Dividends distributed to Non-Norwegian Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax provided that the shareholder is the beneficial owner of the shares and are considered to be "genuinely established" and performing "genuine economic activity" in the relevant EEA jurisdiction for Norwegian tax purposes.

If a Non-Norwegian Corporate Shareholder is carrying on business activities in Norway, or managing business activities from Norway, and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Corporate Shareholder, as described above.

Non-Norwegian Corporate Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. The same will apply to Non-Norwegian Corporate Shareholders who have suffered withholding tax although qualifying for the Norwegian participation exemption.

Nominee registered shares will be subject to withholding tax at a rate of 25 per cent unless the nominee has obtained approval from Norwegian tax authorities for the dividend to be subject to a lower withholding tax rate. To apply for such pre-approval the nominee is required to file an application to the tax authorities including all beneficial owners that should be subject to withholding tax at a reduced rate.

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The withholding obligation in respect of dividends distributed to Non-Norwegian Corporate Shareholders on nominee registered shares lies with the company distributing the dividends and the Company assumes this obligation.

Taxation of capital gains on realisation of shares

Norwegian Personal Shareholders

Sale, redemption or other disposal of shares is considered a realisation for Norwegian tax purposes. A capital gain or loss generated by a Norwegian Personal Shareholder through a disposal of shares is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the Norwegian Personal Shareholder’s ordinary income in the year of disposal. Ordinary income is taxable at a rate of 24 per cent as of 2017. However, the taxable capital gain (after reduction with the tax-free allowance, cf. below) or tax deductible loss shall be adjusted by a factor of 1.24, resulting in a marginal effective tax rate of 29.76 per cent. It is proposed that the taxable amount shall be multiplied with a factor of 1.33 from 2018, resulting in an effective tax rate of 30.59 per cent as of 2018.

The gain is subject to tax and the loss is tax deductible irrespective of the duration of the ownership and the number of shares disposed of.

The taxable gain/deductible loss is calculated per share as the difference between the consideration for the share and the Norwegian Personal Shareholder’s cost price of the share, including costs incurred in relation to the acquisition or realisation of the share. From any capital gain, Norwegian Personal Shareholders are entitled to deduct a statutory tax-free allowance provided that such allowance has not already been used to reduce taxable dividend income. Please see Section 16.1 "Norwegian Personal Shareholders" above for a description of the calculation of the tax-free allowance. The allowance may only be deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e. any unused allowance exceeding the capital gain upon the realisation of a share will be annulled.

If the Norwegian Personal Shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in first-out basis.


Norwegian Corporate Shareholders are generally exempt from tax on capital gains derived from the realisation of shares, pursuant to the Norwegian exemption method. Correspondingly, losses upon the realisation and costs incurred in connection with the purchase and realisation of such shares are not deductible for tax purposes.


Gains from the sale or other disposal of shares by a Non-Norwegian Personal Shareholder will not be subject to taxation in Norway unless:

• the shares held by the Non-Norwegian Personal Shareholder are effectively connected with business activities carried out in or managed from Norway; or

• the shares are held by an Non-Norwegian Personal Shareholders who has been a resident of Norway for tax purposes with unsettled/postponed exit tax calculated on the shares at the time of cessation as Norwegian tax resident.


Capital gains derived by the sale or other realisation of shares by Non-Norwegian Corporate Shareholders are not subject to taxation in Norway unless the shares held by

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the Non-Norwegian Corporate Shareholder are effectively connected with business activities carried out in or managed from Norway.

Net wealth tax

The value of shares is included in the basis for the computation of net wealth tax imposed on Norwegian Personal Shareholders. Currently, the marginal net wealth tax rate is 0.85 per cent of the value assessed. The value for assessment purposes for listed shares is currently equal to 90 per cent of the listed value as of 1 January in the year of assessment (i.e. the year following the relevant fiscal year). The value of debt allocated to the listed shares for Norwegian wealth tax purposes is reduced correspondingly (i.e. to 90 per cent).

Norwegian Corporate Shareholders are not subject to net wealth tax.

Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. Non-Norwegian Personal Shareholders may, however, be liable for Norwegian net wealth tax if the shareholding is effectively connected with business activities carried out in or managed from Norway.

VAT and transfer taxes

No VAT, stamp or similar duties are currently imposed in Norway on the transfer or issuance of shares.

Inheritance tax

A transfer of shares through inheritance or as a gift does not give rise to inheritance or gift tax in Norway.

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17. THE OFFERING

Overview of the Offering

The Offering consists of (i) an offer of New Shares, each with a par value of NOK 1, to raise gross proceeds of up to NOK 425 million and (ii) an offer of up to 25,469,420 Sale Shares, all of which are existing, have been created under the Norwegian Public Limited Companies Act, and are validly issued and fully paid registered Shares with a par value of NOK 1, offered by the Selling Shareholders. In addition, the Managers may elect to over-allot a number of Additional Shares, equalling up to approximately 15% of the aggregate number of New Shares and Sale Shares sold in the Offering. Komplett AS has granted to the Stabilisation Manager (SEB), on behalf of the Managers, an option to borrow a number of Shares equal to the number of Additional Shares in order to facilitate such over-allotment (the "Over-Allotment Option"). The Company and certain of the Selling Shareholders have further granted the Managers an option, which may be exercised on behalf of the Managers, by the Stabilisation Manager, to subscribe from the Company and to purchase from the relevant Selling Shareholders, up to a combined total number of Shares equal to the Additional Shares in order to facilitate re-delivery of the borrowed Shares (the "Greenshoe Option"). See Section 17.11.1 "Over-allotment of Additional Shares" for further information on the Over-Allotment Option and the Greenshoe Option. The Offer Shares are all of the same class and will have ISIN NO 001 0694029. The Offer Shares will be offered and admitted to trading in Norwegian Kroner (NOK). The Offering comprises: • An Institutional Offering, in which Offer Shares are being offered (a) to institutional

and professional investors in Norway, (b) to investors outside Norway and the United States, subject to applicable exemptions from prospectus and registration requirements, and (c) in the United States to QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,500,000.

• A Retail Offering, in which Offer Shares are being offered to the public in Norway

subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.

All offers and sales in the United States will be made only to QIBs in reliance on Rule 144A or pursuant to another exemption from the registration requirements of the U.S. Securities Act. All offers and sales outside the United States will be made in compliance with Regulation S. This Prospectus does not constitute an offer of, or an invitation to purchase, the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. For further details, see the "Important Information" at the beginning of the Prospectus and Section 18 "Selling and Transfer Restrictions". The Bookbuilding Period for the Institutional Offering is expected to take place from 31 October 2017 at 09:00 hours (CET) to 8 November 2017 at 14:00 hours (CET). The Application Period for the Retail Offering is expected to take place from 31 October 2017 at 09:00 hours (CET) to 8 November at 12:00 hours (CET). The Company, in consultation with the Managers, reserves the right to shorten or extend the Bookbuilding Period and/or Application Period at any time at its sole discretion. Any shortening of the

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Bookbuilding Period and/or the Application Period will be announced through Oslo Børs' information system on or before 09:00 hours (CET) on the prevailing expiration date of the Bookbuilding Period, provided, however, that in no event will the Bookbuilding Period and/or Application Period expire prior to 16:30 hours (CET) on 7 November 2017. Any extension of the Bookbuilding Period and/or the Application Period will be announced through Oslo Børs' information system on or before 09:00 hours (CET) on the first Business Day following the then prevailing expiration date of the Bookbuilding Period. An extension of the Bookbuilding Period and/or the Application Period can be made one or several times provided, however, that in no event will the Bookbuilding Period and/or Application Period be extended beyond 17:30 hours (CET) on 15 November 2017. In the event of a shortening or an extension of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due dates and the dates of delivery of Offer Shares will be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs may not necessarily be changed. The Bank has, together with the Managers, set an Indicative Price Range for the Offering from NOK 17.00 to NOK 18.50 per Offer Share. The Indicative Price Range may change during the course of the Offering, and the Offer Price may be set within, above or below the Indicative Price Range. The Bank, in consultation with the Managers, will determine the number of Offer Shares and the Offer Price on the basis of the bookbuilding process in the Institutional Offering and the number of applications received in the Retail Offering. The bookbuilding process, which will form the basis for the final determination of the number of Offer Shares and the Offer Price, will be conducted only in connection with the Institutional Offering. The Indicative Price Range may be amended during the Bookbuilding Period. Any such change to the Indicative Price Range will be announced through Oslo Børs' information system. The existing shareholders Macama AS, Perm Invest AS and Sanden AS (the "Lead Selling Shareholders") have prior to the date of this Prospectus entered into a secondary sale agreement (the "Lead Shareholders Sale Agreement") with the Managers with respect to the sale of up to 20,719,420 Sale Shares by the Lead Selling Shareholders. The other Selling Shareholders, who are all members of Management of the Company as further set out in Section 17.2.2 Other Selling Shareholders (the "Other Selling Shareholders"), have, prior to the date of this Prospectus, entered into a secondary sale agreement with the Managers (the "Other Shareholders Sale Agreement"), pursuant to which they have undertaken to sell up to 4,750,000 Sale Shares. In addition, the Company has entered into a placing agreement (the "Placing Agreement") with the Managers with respect to the Offering and the New Shares to be issued by the Company. The Managers, the Company and the Selling Shareholders have agreed that if the Offering is completed below the maximum level, the New Shares to be issued by the Company shall have priority before any Sale Shares are allocated in the Offering, and further, all Sale Shares offered by the Other Selling Shareholders will be allocated before any Sale Shares offered by the Lead Selling Shareholders are allocated in the Offering. In connection with the Placing Agreement and the Lead Shareholders Sale Agreement, the Company and the Lead Selling Shareholders have entered into lock-up undertakings that will restrict their ability to issue, sell or transfer Shares for twelve months after the Listing in respect of the Company and six months after Listing in respect of the Lead Selling Shareholders. In addition, the members of the Board of Directors and the Management of the Company (including all Other Selling Shareholders) have entered into lock-up undertakings that restrict their ability to sell or transfer Shares for a period of twelve months after Listing. For more information on these restrictions, see Section 17.19 "Lock-up". Completion of the Offering is conditional upon the Company being approved for listing by the board of directors of Oslo Børs, satisfying any conditions for listing and the additional

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conditions described in Section 17.15 "Conditions for completion of the Offering". See Section 17.17 "Expenses related to the Offering" for information regarding fees expected to be paid to the Managers and costs expected to be paid by the Bank in connection with the Offering.

Selling Shareholders

In the Offering, the Sale Shares will be offered by some of the Company's existing shareholders, consisting of (i) the Lead Selling Shareholders as set out in the table included in Section 17.2.1 and (ii) the Other Selling Shareholders consisting of members of the Company's Management as set out in the table included in Section 17.2.2.

The final number of Sale Shares and allocation between the Selling Shareholders of Sale Shares to be sold in the Offering will be determined by the Bank after consultations with the Managers, following expiry of the Bookbuilding Period. New Shares will have priority over Sale Shares on allocation and Sale Shares sold by Other Selling Shareholders will have priority over Sales Shares sold by Lead Selling Shareholders.

Lead Selling Shareholders

The table below shows the name and business address of and the maximum number of Sale Shares offered by the Lead Selling Shareholders.

Lead Selling Shareholders

Business address Maximum number of Sale Shares to be sold

Macama AS Parkveien 33, 0258, Oslo, NORWAY

7,439,883

Perm Invest AS Fjordalléen 7, 0250, Oslo, NORWAY

10,802,383

Sanden AS Odins gate 21, 0266, Oslo, NORWAY

2,477,154

In addition, the Lead Selling Shareholders will offer up to 2,950,000 Shares as part of the Greenshoe Option (as defined below).

Other Selling Shareholders

The table below shows the name and business address of and the maximum number of Sale Shares offered by the Other Selling Shareholders who all are members of the Management of the Company.

Other Selling Shareholders

Business address Maximum number of Sale Shares to be sold

Sale Shares in percent of total holding as of date of this Prospectus

ALFAB HOLDING AS (Raimond Pettersen, Chief Executive Officer)

St Halvardsvei 14b, 1358 JAR, NORWAY

1,200,000 15.0%

SVEJK INVEST AS (Kristian Sjuve, Chief

Ullernveien 36, 0280 1,000,000 32.9%

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Financial Officer) OSLO, NORWAY

DINGJA INVEST AS (Wilhelm B. Thomassen, Director Risk Control, Compliance and Vendor Management)

Henrik Ibsens gate 53, 0255 OSLO, NORWAY

1,000,000 22.9%

KHAYA AS (Tommy Österlund, Chief Credit Risk Officer)

Skøyenveien 38, 0375 OSLO, NORWAY

350,000 18.3%

URSULF AS (Niels Harald Ursin-Holm, Chief Operations Officer)

Liomveien 27, 1362 HOSLE, NORWAY

500,000 32.4%

CONTRIBUTE AS (Steffen Ryengen, Chief Marketing and Information Officer)

Haugeråsen 65, 1480 SLATTUM, NORWAY

400,000 30.5%

Jan Haglund, Chief Strategy Officer

Aladdinsvägen 24, 167 61 Bromma, SWEDEN

300,000 39.0%

Resolutions relating to the Offering and the issue of the New Shares

On 26 October 2017, the Bank's extraordinary general meeting passed the following resolution where the Board of Directors was authorised to issue the New Shares:

(i) Pursuant to section 10-14 of the Public Limited Liability Companies Act, the board is authorised to increase the Company's share capital with up to NOK 37,000,000. The authorisation may be used several times up to the amount allowed.

(ii) The shareholders' preferential right pursuant to section 10-4 of the Public Limited Liability Companies Act may be disregarded.

(iii) The authorisation only applies to capital increase against cash contributions. (iv) The authorisation is valid until the annual general meeting in 2018, but no longer

than 30 June 2018. (v) The authorisation comes in addition to the existing authorisation adopted by the

general meeting on 22 March 2017 regarding increase of share capital of NOK 7,000,000 in connection with the Company's share option programme for employees.

The Board of Directors will, subject to the conditions for completion of the Offering being met or waived, resolve to complete the Offering based on the above authorisation on or about 8 November 2017. If and when resolving the share capital increase relating to the issuance of the New Shares the existing shareholders' preferential right to subscribe for new shares will be set aside in order to facilitate completion of the Offering pursuant to its terms.

Timetable

The timetable set out below provides certain indicative key dates for the Offering (subject to shortening or extension):

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Bookbuilding Period commences ......................................................................... 31 October 2017 at 09:00 hours CET

Bookbuilding Period ends ................................................................................... 8 November 2017 at 14:00 hours CET

Application Period commences ............................................................................ 31 October 2017 at 09:00 hours CET

Application Period ends ...................................................................................... 8 November 2017 at 12:00 hours CET

Allocation of the Offer Shares ............................................................................. 8 November 2017

Publication of the results of the Offering ...............................................................

On the evening of 8 November 2017 or before 09:00 hours (CET) on 9 November 2017

Distribution of allocation notes/contract notes ...................................................... On or about 9 November 2017

Registration of the capital increase and issuance of New Shares On or about 9 November 2017

Listing and commencement of trading in the Shares .............................................. On or about 10 November 2017

Payment Date Retail Offering On or about 13 November 2017

Payment Date Institutional Offering On or about 13 November 2017

Delivery of the Offer Shares On or about 13 November 2017

Note that the Bank and the Managers reserve the right to shorten or extend the Bookbuilding Period and/or the Application Period. In the event of a shortening or an extension of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due dates and the dates of delivery of Offer Shares will be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs may not necessarily be changed.

The Institutional Offering

Determination of the number of Offer Shares and the Offer Price

The Bank has, together with the Managers, set an Indicative Price Range for the Offering from NOK 17.00 to NOK 18.50 per Offer Share. The Bank, in consultation with the Managers, will determine the number of Offer Shares and the Offer Price on the basis of the applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the number of applications received in the Retail Offering.

The Offer Price will be determined on or about 8 November 2017. The Offer Price may be set within, below or above the Indicative Price Range. Investors' applications for Offer Shares in the Institutional Offering will, after the end of the Bookbuilding Period, be irrevocable and binding regardless of whether the Offer Price is set within, above or below the Indicative Price Range. The final Offer Price is expected to be announced by the Company through Oslo Børs' information system on the evening of 8 November or before 09:00 hours (CET) on 9 November 2017 under the ticker code "KOMP".

Bookbuilding period

The Bookbuilding Period for the Institutional Offering will last from 31 October 2017 at 09:00 hours (CET) to 8 November 2017 at 14:00 hours (CET), unless shortened or extended.

The Bank, in consultation with the Managers, may shorten or extend the Bookbuilding Period at any time, on one or several occasions. The Bookbuilding Period may in no event expire prior to 16:30 hours (CET) on 7 November 2017 or extended beyond 15 November 2017. In the event of a shortening or an extension of the Bookbuilding Period, the allocation date, the payment due date and the date of delivery of Offer Shares will be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs may not necessarily be changed. This implies that Offer Shares, subject to timely payment, will not be delivered later than 20 November 2017 if the Bookbuilding Period is extended to 15 November 2017.

Minimum application

The Institutional Offering is subject to a minimum application of NOK 2,500,000 per application. Investors in Norway who intend to place an application for less than NOK 2,500,000 must do so in the Retail Offering.

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Application procedure

Applications for Offer Shares in the Institutional Offering must be made during the Bookbuilding Period by informing one of the Managers shown below of the number of Offer Shares that the investor wishes to order, and the price per share that the investor is offering to pay for such Offer Shares.

ABG Sundal Collier Pareto Securities Munkedamsveien 45D Dronning Mauds gate 3 P.O. Box 1444 Vika P.O. Box 1411 Vika

N-0115 Oslo N-0115 Oslo Norway Norway

Phone: + 47 22 01 60 00 Phone: + 47 22 87 87 00 Email: [email protected] Email: [email protected]

www.abgsc.com www.paretosec.com

Skandinaviska Enskilda Banken AB (Publ) Oslo Branch Filipstad Brygge 1 P. O Box 1843 Vika

N-0123 Oslo Norway

Phone: + 47 22 82 70 00 Email: [email protected]

www.seb.no

All applications in the Institutional Offering will be treated in the same manner regardless of which Managers the applicant chooses to place the application with. Any orally placed application in the Institutional Offering will be binding upon the investor and subject to the same terms and conditions as a written application. The Managers may, at any time and in their sole discretion, require the investor to confirm any orally placed application in writing. Applications made may be withdrawn or amended by the investor at any time up to the end of the Bookbuilding Period. At the close of the Bookbuilding Period, all applications in the Institutional Offering that have not been withdrawn or amended are irrevocable and binding upon the investor.

Allocation, payment for and delivery of Offer Shares

The Managers expect to issue notifications of allocation of Offer Shares in the Institutional Offering on or about 9 November 2017, by issuing contract notes to the applicants by mail or otherwise.

Payment by applicants in the Institutional Offering will take place against delivery of Offer Shares. Delivery and payment for Offer Shares is expected to take place on or about 13 November 2017 (the "Institutional Closing Date").

For late payment, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Overdue Payment of 17 December 1976 no. 100 (the "Norwegian Act on Overdue Payment"), which, at the date of this Prospectus, is 8.50% per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicants, and the Managers reserve the right, at the risk and cost of the applicant without further notice, to cancel the application and to re-allot or, from the third day after the payment date, otherwise dispose of or assume ownership of the allocated Offer Shares on such terms and in such manner as the Managers may decide (and the applicant will not be entitled to any profit). The original applicant remains liable for payment for the Offer Shares allocated to the applicant, together with any interest, cost, charges and expenses accrued, and the Company, the Selling Shareholders and/or the Managers may enforce payment of any such amount outstanding.

http://www.abgsc.com/

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In order to provide for prompt registration of the New Shares with the Norwegian Register of Business Enterprises, the Managers are expected to, on behalf of the applicants, subscribe and pre-fund payment for the New Shares allocated in the Offering at a total subscription price equal to the Offer Price multiplied by the number of such New Shares; and by placing an application, the applicant irrevocably authorises and instructs the Managers, or someone appointed by any of them, to do so on its behalf. Irrespective of any such pre-funding of payment for New Shares, the original applicant will remain liable for payment of the Offer Price for the Offer Shares allocated to the applicant, together with any interest, costs, charges and expenses accrued, and the Company, the Selling Shareholders and/or the Managers may enforce payment of any such amount outstanding.

The Retail Offering

Offer price

The price for the Offer Shares offered in the Retail Offering will be the same as in the Institutional Offering, see Section 17.5.1 "Determination of the number of Offer Shares and the Offer Price".

Each applicant in the Retail Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the application form to be used to apply for Offer Shares in the Retail Offering, attached to this Prospectus as Appendix D (the "Retail Application Form"), that the applicant does not wish to be allocated Offer Shares should the Offer Price be set higher than the highest price in the Indicative Price Range (i.e. NOK 18.50 per Offer Share). If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer Price is set higher than the highest price in the Indicative Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online application system or on the Retail Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price Range, as long as the Offer Price has been determined on the basis of orders placed during the bookbuilding process described above.

Application period

The Application Period during which applications for Offer Shares in the Retail Offering will be accepted will last from 31 October 2017 at 09:00 hours (CET) to 8 November 2017 at 12:00 hours (CET), unless shortened or extended. The Bank, in consultation with the Managers, may shorten or extend the Application Period at any time, and extension may be made on one or several occasions. The Application Period may in no event expire prior to 16:30 hours (CET) on 7 November 2017 or extended beyond 12:00 hours (CET) on 15 November 2017. In the event of a shortening or an extension of the Application Period, the allocation date, the payment due date (including the corresponding latest possible debit date) and the date of delivery of Offer Shares will be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs may not necessarily be changed. This implies that Offer Shares, subject to timely payment, will not be delivered later than 20 November 2017 if the Application Period is extended to 15 November 2017.

Minimum and maximum application

The Retail Offering is subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 2,499,999 for each applicant.

Multiple applications are allowed. One or multiple applications from the same applicant in the Retail Offering with a total application amount in excess of NOK 2,499,999 will be adjusted downwards to an application amount of NOK 2,499,999. If two or more identical Retail Application Forms are received from the same applicant, the Retail Application

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Form will only be counted once unless otherwise explicitly stated on one of the Retail Application Forms. In the case of multiple applications through the online application system or applications made both on a physical application form and through the online application system, all applications will be counted. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the Institutional Offering.

Application procedures and application offices

Norwegian applicants in the Retail Offering who are residents of Norway with a Norwegian personal identification number are recommended to apply for Offer Shares through the VPS online application system by following the link to such online application system on the following websites: www.abgsc.com, www.paretosec.com and www.seb.no. Applicants in the Retail Offering not having access to the VPS online application system must apply using the Retail Application Form attached to this Prospectus as Appendix D "Application Form for the Retail Offering". Retail Application Forms, together with this Prospectus, can be obtained from the Company, the Managers' websites listed above or the application offices set out below. Applications made through the VPS online application system must be duly registered during the Application Period.

The application offices for physical applications in the Retail Offering are:

ABG Sundal Collier Pareto Securities Munkedamsveien 45D Dronning Mauds gate 3 P.O. Box 1444 Vika P.O. Box 1411 Vika

N-0115 Oslo N-0115 Oslo Norway Norway

Phone: + 47 22 01 60 00 Phone: + 47 22 87 87 00 Email: [email protected] Email: [email protected]

www.abgsc.com www.paretosec.com


N-0123 Oslo Norway

Phone: + 47 22 82 70 00 Email: [email protected]

www.seb.no

All applications in the Retail Offering will be treated in the same manner regardless of which of the above Managers the applications are placed with. Further, all applications in the Retail Offering will be treated in the same manner regardless of whether they are submitted by delivery of a Retail Application Form or through the VPS online application system.

Retail Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after the expiry of the Application Period, may be disregarded without further notice to the applicant. Properly completed Retail Application Forms must be received by one of the application offices listed above or registered electronically through the VPS application system by 12:00 hours (CET) on 8 November 2017, unless the Application Period is being shortened or extended. Neither the Company nor any of the Managers may be held responsible for postal delays, unavailable internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by any application office.

Subject to Section 17.6.1 "Offer Price" above, all applications made in the Retail Offering will be irrevocable and binding upon receipt of a duly completed Retail Application Form, or in the case of applications through the VPS online application system, upon





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registration of the application, irrespective of any extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application.

Allocation, payment and delivery of Offer Shares

SEB, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation of Offer Shares in the Retail Offering on or about 9 November 2017, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares allocated to it, may contact one of the application offices listed above on or about 9 November 2017 during business hours. Applicants who have access to investor services through an institution that operates the applicant’s account with the VPS for the registration of holdings of securities ("VPS account") should be able to see how many Offer Shares they have been allocated from on or about 9 November 2017.

In registering an application through the VPS online application system or completing a Retail Application Form, each applicant in the Retail Offering will authorise SEB (on behalf of the Managers), to debit the applicant's Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. The applicant’s bank account number must be stipulated on the VPS online application or on the Retail Application Form. Accounts will be debited on or about 13 November 2017 (the "Payment Date"), and there must be sufficient funds in the stated bank account from and including 10 November 2017. Applicants who do not have a Norwegian bank account must ensure that payment for the allocated Offer Shares is made on or before the Payment Date (expected to be 13 November 2017).

Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 9 November 2017, or can be obtained by contacting the Managers.

Should any applicant have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to debit the account, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments, which at the date of this Prospectus is 8.50 % per annum. SEB (on behalf of the Managers) reserves the right (but has no obligation) to make up to three debit attempts through 20 November 2017 if there are insufficient funds on the account on the Payment Date. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and the Managers reserve the right, at the risk and cost of the applicant and without further notice, to cancel at any time thereafter the application and to re-allot or, from the third day after the Payment Date, otherwise dispose of or assume ownership of the allocated Offer Shares, on such terms and in such manner as the Managers may decide (and the applicant will not be entitled to any profit there from). The original applicant will remain liable for payment of the Offer Price for the Offer Shares allocated to the applicant, together with any interest, costs, charges and expenses accrued, and the Company, the Selling Shareholders and/ or the Managers may enforce payment of any such amount outstanding.

In order to provide for prompt registration of the New Shares with the Norwegian Register of Business Enterprises, the Managers are expected to, on behalf of the applicants, subscribe and pre-fund payment for the New Shares allocated in the Offering at a total subscription price equal to the Offer Price multiplied by the number of such New Shares; and by placing an application, the applicant irrevocably authorises and instructs the Managers, or someone appointed by any of them, to do so on its behalf. Irrespective of any such pre-funding of payment for New Shares, the original applicant will remain liable for payment of the Offer Price for the Offer Shares allocated to the applicant, together with any interest, costs, charges and expenses accrued, and the Company, the Selling Shareholders and/or the Managers may enforce payment of any such amount outstanding.

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Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Retail Offering is expected to take place on or about 13 November 2017.

Mechanism of Allocation

It has been provisionally assumed that approximately 90-99% of the Offering will be allocated in the Institutional Offering and that approximately 1-10% of the Offering will be allocated in the Retail Offering. The final determination of the number of Offer Shares allocated in the Institutional Offering and the Retail Offering will only be decided, however, by the Bank, in consultation with the Managers, following completion of the bookbuilding process for the Institutional Offering, based on among other things the level of orders or applications received from each of the categories of investors. The Bank and the Managers reserve the right to deviate from the provisionally assumed allocation between tranches without further notice and at their sole discretion.

No Offer Shares have been reserved for any specific national market.

In the Institutional Offering, the Bank, together with the Managers, will determine the allocation of Offer Shares. An important aspect of the allocation principles is the desire to create an appropriate long-term shareholder structure for the Company. The allocation principles will, in accordance with normal practice for institutional placements, include factors such as premarketing and management road-show participation and feedback, timeliness of the order, price level, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon as well as current ownership in the Bank. The Bank and the Managers further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. The Bank and the Managers may also set a maximum allocation, or decide to make no allocation to any applicant. Komplett AS has pre-committed and will be allocated Offer Shares with an aim of maintaining an approximate 20% shareholding in the Bank following the completion of the Offering.

In the Retail Offering, no allocations will be made for a number of Offer Shares representing an aggregate value of less than NOK 10,500 per applicant provided, however, that all allocations will be rounded down to the nearest number of whole Offer Shares and the payable amount will hence be adjusted accordingly. One or multiple orders from the same applicant in the Retail Offering with a total application amount in excess of NOK 2,499,999 will be adjusted downwards to an application amount of NOK 2,499,999. Primary insiders of the Bank and full time employees of the Bank applying for Offer Shares in the Retail Offering will receive full allocation for any application up to an amount of NOK 2,499,999. All further allocations in the Retail Offering, allocation will be made solely on a pro rata basis using the VPS' automated simulation procedures. The Bank and the Managers reserve the right to limit the total number of applicants to whom Offer Shares are allocated if the Bank and the Managers deem this to be necessary in order to keep the number of shareholders in the Bank at an appropriate level. If the Bank and the Managers should decide to limit the total number of applicants to whom Offer Shares are allocated, the applicants to whom Offer Shares are allocated will, apart from any participating primary insiders or full time employees, be determined on a random basis by using the VPS' automated simulation procedures and/or other random allocation mechanism.

Trading in Allocated Offer Shares

In order to ensure the prompt registration of the capital increase in the Company in the Norwegian Register of Business Enterprises in connection with the issuance of the New Shares, the Managers are expected to make a pre-payment for the New Shares on or about 9 November 2017.

The share capital increase pertaining to the Offering is expected to be registered in the Norwegian Register of Business Enterprises on or about 9 November 2017, and it is

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accordingly expected that it will be possible to trade allotted Offer Shares through Oslo Børs from and including 10 November 2017. This applies both to Offer Shares in the Institutional Offering and in the Retail Offering. However, delivery of Offer Shares is conditional upon settlement being received in accordance with the payment instructions set out in Sections 17.5.5 "Allocation, payment for and delivery of Offer Shares" and 17.6.5 "Allocation, payment for and delivery of Offer Shares" above. Anyone who wishes to dispose of Offer Shares before delivery has taken place, runs the risk that payment does not take place in accordance with the procedures set out above, so that the Offer Shares sold may not be delivered in time. Applicants selling Offer Shares from 10 November 2017 and onwards must ensure that payment for such Offer Shares is made within the deadline set out above. Accordingly, an applicant who wishes to sell its Offer Shares before actual delivery must ensure that payment is made in order for such Offer Shares to be delivered in time to the purchaser.

VPS account

To participate in the Offering, each applicant must have a VPS account. The VPS account number must be stated when registering an application through the VPS online application system or on the Retail Application Form for the Retail Offering. VPS accounts can be established with authorised VPS registrars, which can be Norwegian banks, authorised investment firms in Norway and Norwegian branches of credit institutions established within the EEA. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian Ministry of Finance. Establishment of VPS accounts requires verification of identification by the relevant VPS registrar in accordance with Norwegian anti-money laundering legislation, see Section 17.10 "Mandatory anti-money laundering procedures" below.

Mandatory anti-money laundering procedures

The Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 no. 302 (collectively, the "AML Legislation").

Applicants who are not registered as existing customers of any of the Managers must verify their identity to the Manager with whom the order is placed in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account on the Retail Application Form, or when registering an application through the VPS online application system, are exempted, unless verification of identity is requested by any of the Managers.

Applicants who have not completed the required verification of identity prior to the expiry of the Application Period may not be allocated Offer Shares.

Over-Allotment and stabilisation activities

Over-allotment of Additional Shares

In connection with the Offering, the Managers may elect to over-allot up to 7,570,413 Additional Shares, equalling up to approximately 15% of the aggregate number of Offer Shares allocated in the Offering and, in order to permit the delivery in respect of over-allotments made, Komplett AS has granted to the Stabilisation Manager, on behalf of the Managers, an option to borrow a number of Shares equal to the number of Additional Shares (the "Borrowed Shares") (the "Over-Allotment Option").

Further, the Company and the Lead Selling Shareholders have granted to the Managers an option (the "Greenshoe Option"), which may be exercised on behalf of the Managers, to (i) subscribe at a price per Share equal to the Offer Price from the Company up to a number of Shares equal to approximately 60% of the Borrowed Shares

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and (ii) to acquire at a price per Share equal to the Offer Price from the Lead Selling Shareholders up to a number of Shares equal to approximately 40% of the Borrowed Shares (split with Shares equal to approximately 13% of the Borrowed Shares from Macama AS, Shares equal to approximately 20% of the Borrowed Shares from Perm Invest AS and Shares equal to approximately 7% of the Borrowed Shares from Sanden AS). The Greenshoe Option may be exercised by the Stabilisation Manager not later than the 30th day following commencement of trading in the Shares on Oslo Børs, as may be necessary to cover over-allotments and short positions, if any, made or created in connection with the Offering. To the extent that the Managers have over-allotted Shares in the Offering, the Managers have created a short position in the Shares. The Stabilisation Manager will close out this short position by buying Shares in the open market through stabilisation activities and/or by exercising the Greenshoe Option. Upon exercising of the Greenshoe Option the portion of the Greenshoe Option granted by the Lead Selling Shareholders shall be exercised in full before the portion of the Greenshoe Option granted by the Company may be exercised.

A stock exchange notice will be made on the first day of trading (expected to take place on 10 November 2017) announcing whether the Managers have over-allotted Shares in connection with the Offering. Any exercise of the Greenshoe Option will be promptly announced by the Stabilisation Manager through Oslo Børs' information system.

Price stabilisation

The Stabilisation Manager may, upon having over-allotted Additional Shares in the Offering, from the first day of the Listing effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after the commencement of trading in the Shares on Oslo Børs.

Any stabilisation activities will be conducted in accordance with section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments.

Any profit or loss resulting from stabilisation activities conducted by the Stabilisation Manager will be for the account of the Company and the Lead Selling Shareholders pro rata in accordance with each of the Company and the Lead Selling Shareholders share of the Greenshoe Option.

Within one week after the expiry of the 30 calendar day period of price stabilisation, the Stabilisation Manager will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the stabilisation period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the stabilisation period; and (iv) the date at which stabilisation activities last occurred.

It should be noted that stabilisation activities might result in market prices that are higher than what would otherwise prevail. Stabilisation may be undertaken, but there is no assurance that it will be undertaken and it may be stopped at any time.

Publication of information related to the Offering

In addition to press releases at the Bank's website, the Bank will use Oslo Børs’ electronic information system to publish information in respect of the Offering, such as information related to changes to the Indicative Price Range, changes to the timetable of the Offering, including the Bookbuilding Period and the Application Period, number of Offer Shares, allotment percentages and determination of Offer Price.

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General information on the result of the Offering, including the final determination of the Offer Price, the number of Offer Shares allocated and the total amount of the Offering, is expected to be published in the evening of 8 November or before 09:00 hours (CET) on 9 November 2017 in the form of a release through Oslo Børs' electronic information system under the Company's ticker code "KOMP".

The rights conferred by the Offer Shares

The Shares of the Bank are created under the Norwegian Public Limited Liability Companies Act. The Offer Shares carry full shareholders' rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends, from the date of registration of the share capital increase pertaining to the Offering in the Norwegian Register of Business Enterprises. For a description of the rights attached to the Shares, see Section 14 "Corporate Information and description of share capital".

VPS registration

The Offer Shares and any Additional Shares have been created under the Norwegian Public Limited Companies Act. The Shares are registered in book-entry form with the VPS and have ISIN NO 001 0694029. The Bank's register of shareholders with the VPS is administrated by Nordea Bank AB.

Conditions for completion of the Offering

Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Bank's listing application being approved by the board of directors of Oslo Børs and the Bank satisfying the listing conditions set by Oslo Børs, (ii) the Bank, in consultation with the Managers, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process (iii) the Board of Directors resolving to issue the New Shares and (iv) the NFSA having approved the increase in the Bank's share capital resulting from the Offering. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended without any compensation to the Applicants.

Assuming that the conditions are satisfied, the first day of trading on Oslo Børs is expected to be on or about 10 November 2017.

Prior to the Listing and the Offering, the Shares are not listed on any stock exchange or authorised market place, and no application has been filed for listing on any other stock exchanges or regulated market places other than Oslo Børs. The Bank and the Managers cannot assure that a liquid trading market for the Shares can be created or sustained. The prices at which the Shares will trade after the Offering may be lower than the Offer Price. The Offer Price may bear no relationship to the market price of the Shares subsequent to the Offering.

Managers and advisers

ABG Sundal Collier ASA, Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo Branch act as Managers for the Offering. Advokatfirmaet Wiersholm AS acts as Norwegian legal counsel to the Company. Advokatfirmaet Thommessen AS acts as Norwegian legal advisor to the Managers in connection with the Offering. Ernst & Young AS has acted as financial due diligence advisor to the Managers.

Expenses related to the Offering and the Listing

The gross proceeds to the Company from the issuance of the New Shares will be up to NOK 425 million, and if the part of the Greenshoe Option issued by the Company is exercised in full up to NOK 504 million. The Selling Shareholders, will pay brokerage fees for any sale of Sale Shares. All other transaction costs related to the New Shares and all other directly attributable costs in connection with the Listing and Offering will be paid by the Bank.

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The Bank's total costs and expenses of, and incidental to, the Offering and the Listing, assuming that the Company raises NOK 504 million (assuming that the Over-Allotment Option and the Greenshoe Option both are exercised in full) and an Offer Price of NOK 17.75, which is the midpoint of the Indicative Price Range, are estimated to amount to approximately NOK 28 million. Based on these assumptions and assuming gross proceeds of the Offering of NOK 504 million the net proceeds to the Bank will be NOK 476 million.

No expenses or taxes will be charged by the Bank or the Managers to the applicants in the Offering.

Reasons for the Offering and the Listing and use of proceeds

The Listing is an important element in the Bank's strategy. Through the Listing, the Bank aims to provide a regulated marketplace for trading of its Shares. In addition, the Bank believes that the Listing will help to further strengthen the Bank's profile in the markets in which it operates.

The primary purpose of the Offering is to broaden the Bank's shareholder structure and to strengthen the strategic and financial position of the Bank.

The net proceeds to the Bank from the Offering will be applied to facilitate the Bank's growth strategy as further described in this Prospectus, see Section 7.4 "Strategy and Outlook". The Bank has not assigned any portion of net proceeds to growth within any particular product or geographic area.

Lock-up

The Company's lock-up undertaking

Pursuant to a lock-up undertaking included in the Placing Agreement, the Company has undertaken that it will not, without the prior written consent of the Managers, during the period until twelve months from the first day of trading of the Shares on Oslo Børs, (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares or other equity interest in the capital of the Company or any securities convertible into or exercisable for such Shares or other equity interests, or (2) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares or other equity interests, whether any such transaction described in (1) or (2) above is to be settled by delivery of the Shares or other securities or interests, in cash or otherwise, or (3) publicly announce or indicate an intention to effect any transaction specified in (1) or (2) above. The foregoing shall not apply to: (A) the issue of the New Shares in the Offering, (B) the issue of any Greenshoe Shares, (C) the issuance of Shares upon exercise of warrants outstanding per the date of this Prospectus, or (C) the granting of options or other rights to Shares, or the honouring of options or such other rights to Shares, by the Company pursuant to any management or employee share incentive schemes.

The Lead Selling Shareholders' Lock-up Undertakings

Pursuant to a lock-up undertaking included in the Lead Shareholders Sale Agreement, each of the Lead Selling Shareholders has undertaken that it will not, and that it will procure that no company controlled by the Lead Selling Shareholder, without the prior written consent of the Managers, during the period until six months from the first day of trading of the Shares on Oslo Børs, (1) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly any Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares,

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(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares, whether any such transaction is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (3) publicly announce an intention to effect any transaction specified in clause (1) or (2), provided, however, that the foregoing shall not apply to: (A) any sale or other transfer of Shares to any of the Managers pursuant to the Lead Shareholders Sale Agreement, (B) any pre-acceptance, acceptance and any similar action in connection with a takeover offer for all Shares in accordance with chapter 6 of the Norwegian Securities Trading Act or a legal merger, (C) any pledge over Shares in existence at the time of the undertaking or any pledge over Sale Shares offered for sale in the Offering and remaining unsold, which is established in connection with retransfer of such Shares from the Managers to the Lead Selling Shareholders, or (D) any transfer of Shares to companies controlled by the respective Lead Selling Shareholder who assume the obligations set forth in the undertaking. The undertaking shall apply to all Shares and rights to Shares currently held or which during the lock-up period described above are acquired by the respective Lead Selling Shareholder and entities directly or indirectly controlled by it.

Management and Board of Directors' lock-up undertakings

Pursuant to separate lock-up undertakings, each member of Management (including all Other Selling Shareholders) and each member of the Board of Directors has undertaken that he/she will not, and that he/she will procure that no company controlled by him/her will, without the prior written consent of the Managers, during the period from the date of this Agreement until twelve months from the first day of trading of the Shares on Oslo Børs, (1) sell, offer to sell, contract or agree to sell, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly any Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares, whether any such transaction is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (3) publicly announce an intention to effect any transaction specified in clause (1) or (2), provided, however, that the foregoing shall not apply to: (A) any sale or other transfer of Shares to the Managers pursuant to an agreement entered into with the Managers in connection with the IPO, (B) any pre-acceptance, acceptance and any similar action in connection with a takeover offer for all Shares in accordance with chapter 6 of the Norwegian Securities Trading Act or a legal merger, (C) any pledge over Shares in existence at the time of the undertaking or any pledge over Sale Shares offered for sale in the Offering and remaining unsold, which is established in connection with retransfer of such Shares from the Managers to the Other Selling Shareholders or (D) any transfer of Shares to companies controlled by the respective Board Member, member of Management or Other Selling Shareholder who assume the obligations set forth in the undertaking. The undertaking shall apply to all Shares and rights to Shares currently held or which during the lock-up period described above are acquired by the Primary Insider and entities directly or indirectly controlled by it.

Interests of natural and legal persons involved in the Offering

The Managers or their affiliates have provided from time to time, and may provide in the future, investment and commercial banking services to the Bank and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Managers do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Managers will receive a management fee which will be an amount equal to a determined percentage of the gross proceeds raised

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in the Offering, including a discretionary element if and as decided by the Company (based on the overall process, the amount of applicants and the outcome of the Offering), and, as such, have an interest in the Offering.

The Selling Shareholders will receive net proceeds from the sale of the Sale Shares.

Beyond the above-mentioned, the Bank is not aware of any interest, including conflicting ones, of any natural or legal persons involved in the Offering.

Dilution

If the Over-Allotment Option and the Greenshoe Option issued by the Company both are exercised in full, the corresponding maximum number of shares will be 177,989,539, assuming that the Offer Price is set at the low-end of the Indicative Price Range, which corresponds to a dilution for the existing shareholders of approximately 16.6% and a minimum of 175,658,456, assuming the Offer Price is set at the high end of the Indicative Price Range, which corresponds to a dilution for the existing shareholders of approximately 15.5%.

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18. SELLING AND TRANSFER RESTRICTIONS

General

As a consequence of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares offered hereby.

Other than in Norway, the Bank is not taking any action to permit a public offering of the Shares in any jurisdiction. Receipt of this Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus is for information only and should not be copied or redistributed. Except as otherwise disclosed in this Prospectus, if an investor receives a copy of this Prospectus in any jurisdiction other than Norway, the investor may not treat this Prospectus as constituting an invitation or offer to it, nor should the investor in any event deal in the Shares, unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to that investor, or the Shares could lawfully be dealt in without contravention of any unfulfilled registration or other legal requirements. Accordingly, if an investor receives a copy of this Prospectus, the investor should not distribute or send the same, or transfer Shares, to any person or in or into any jurisdiction where to do so would or might contravene local securities laws or regulations.

Selling restrictions

United States

The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold except: (i) within the United States to QIBs in reliance on Rule 144A or pursuant to another exemption from the registration requirements of the U.S. Securities Act; or (ii) to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Accordingly, each Manager has represented and agreed that it has not offered or sold, and will not offer or sell, any of the Offer Shares as part of its allocation at any time other than to those it reasonably believes to be QIBs in the United States in accordance with Rule 144A or pursuant to another exemption from the registration requirements of the U.S. Securities Act, or outside of the United States in compliance with Rule 903 of Regulation S. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described under Section 18.3.1 "United States".

Any offer or sale in the United States will be made by affiliates of the Joint Bookrunners who are broker-dealers registered under the U.S. Exchange Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares within the United States by a dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A of the U.S. Securities Act and in connection with any applicable state securities laws.

United Kingdom

This Prospectus and any other material in relation to the Offering described herein is only being distributed to, and is only directed at persons in the United Kingdom who are qualified investors within the meaning of Article 2(1)I of the Prospectus Directive ("qualified investors") that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made (all such persons together being referred to as "Relevant Persons"). The Offer

156

Shares are only available to, and any investment or investment activity to which this Prospectus relates is available only to, and will be engaged in only with, Relevant Persons). This Prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Persons who are not Relevant Persons should not take any action on the basis of this Prospectus and should not rely on it.

European Economic Area

In relation to each Relevant Member State, an offer to the public of any Offer Shares which are the subject of the offering contemplated by this Prospectus may not be made in that Relevant Member State, other than the offering in Norway as described in this Prospectus, once the Prospectus has been approved by the competent authority in Norway and published in accordance with the Prospectus Directive (as implemented in Norway), except that an offer to the public in that Relevant Member State of any Offer Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

a. to legal entities which are qualified investors as defined in the Prospectus Directive;

b. to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Joint Bookrunners for any such offer, or in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Offer Shares shall require the Company or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Offer Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State.

This EEA selling restriction is in addition to any other selling restrictions set out in this Prospectus.

Additional jurisdictions

18.2.4.1 Canada

This Prospectus is not, and under no circumstance is to be construed as, a prospectus, an advertisement or a public offering of the Offer Shares in Canada or any province or territory thereof. Any offer or sale of the Offer Shares in Canada will be made only pursuant to an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable provincial securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made.

18.2.4.2 Hong Kong

The Offer Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, or (ii) to "professional

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investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Offer Shares may be issued or may be in the possession of any person for the purposes of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Offer Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

18.2.4.3 Singapore

This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Offer Shares may not be circulated or distributed, nor may they be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Other jurisdictions

The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Japan, Australia or any other jurisdiction in which it would not be permissible to offer the Offer Shares.

In jurisdictions outside the United States and the EEA where the Offering would be permissible, the Offer Shares will only be offered pursuant to applicable exceptions from prospectus requirements in such jurisdictions.

Transfer restrictions

United States

The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Terms defined in Rule 144A or Regulation S shall have the same meaning when used in this Section.

Each purchaser of the Offer Shares outside the United States pursuant to Regulation S will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed decision and that:

• The purchaser is authorised to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations.

• The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority or any state of the United States, and are subject to significant restrictions on transfer.

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• The purchaser is, and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Shares was located outside the United States at the time the buy order for the Offer Shares was originated and continues to be located outside the United States and has not purchased the Offer Shares for the benefit of any person in the United States or entered into any arrangement for the transfer of the Offer Shares to any person in the United States.

• The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares.

• The purchaser is aware of the restrictions on the offer and sale of the Offer Shares pursuant to Regulation S described in this Prospectus.

• The Offer Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S.

• The Company shall not recognise any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above restrictions.

• The purchaser acknowledges that the Company, the Joint Bookrunners and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

Each purchaser of the Offer Shares within the United States pursuant to Rule 144A will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed investment decision and that:

• The purchaser is authorised to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations.

• The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions to transfer.

• The purchaser (i) is a QIB (as defined in Rule 144A), (ii) is aware that the sale to it is being made in reliance on Rule 144A and (iii) is acquiring such Offer Shares for its own account or for the account of a QIB, in each case for investment and not with a view to any resale or distribution to the Offer Shares.

• The purchaser is aware that the Offer Shares are being offered in the United States in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act.

• If, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Offer Shares, as the case may be, such Shares may be offered, sold, pledged or otherwise transferred only (i) to a person whom the beneficial owner and/or any person acting on its behalf reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) in accordance with Regulation S, (iii) in accordance with Rule 144 (if available), (iv) pursuant to any other exemption from the registration requirements of the U.S. Securities Act, subject to the receipt by the Company of an opinion of counsel or such other evidence that the Company may reasonably require that such sale or transfer is in compliance with the U.S. Securities Act or (v) pursuant to an effective registration statement under the U.S. Securities Act, in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction.

159

• The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares.

• The Offer Shares are "restricted securities" within the meaning of Rule 144(a) (3) and no representation is made as to the availability of the exemption provided by Rule 144 for resales of any Offer Shares, as the case may be.

• The Company shall not recognise any offer, sale pledge or other transfer of the Offer Shares made other than in compliance with the above-stated restrictions.

• The purchaser acknowledges that the Company, the Joint Bookrunners and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

European Economic Area

Each person in a Relevant Member State (other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway) who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with each Manager and the Company that:

• it is a qualified investor as defined in the Prospectus Directive; and

• in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Offer Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this representation, the expression an "offer" in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

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19. ADDITIONAL INFORMATION

Incorporation by reference

The following table sets forth an overview of documents incorporated by reference in this Prospectus. No information other that the information referred to in the table below is incorporated by reference. Where parts of a document is referenced, and not the document as a whole, the remainder of such document is either deemed irrelevant to an investor in the context of the requirements if this Prospectus, or the corresponding information is covered elsewhere in this Prospectus.

Section in Prospectus

Disclosure Requirement of the Prospectus

Reference document and link

Section 10 Annual Financial Statement 2014

Komplett Bank ASA – Annual Report 2014:

https://www.komplettbank.no/-/media/komplett/norway/pdf/financial-document/2014/årsrapport2014.ashx?la=nb-no

Section 10 Annual Financial Statement 2015

Komplett Bank ASA – Annual Report 2015:

https://www.komplettbank.no/-/media/komplett/norway/pdf/financial-document/2015/årsregnskap_komplett_bank_asa_2015_med_kontrollkomiteens_melding.ashx?la=nb-no

Section 10 Annual Financial Statement 2016 (NGAAP)

Komplett Bank ASA – Annual Report 2016 (NGAAP audited):

https://www.komplettbank.no/-/media/komplett/norway/pdf/financial-document/2016/arsrapport_2016_m_revisjonsberetning.ashx?la=nb-no

Documents on display

Copies of the following documents will be available for inspection at the Bank's offices at Vollsveien 2A, 1366 Lysaker, Norway, during normal business hours from Monday to Friday each week (except public holidays) for a period of twelve months from the date of this Prospectus.

• The Bank's Articles of Association and Certificate of Incorporation.

• The Bank's audited annual financial statements for the years ended 31 December 2016, 2015 and 2014.

• The Bank's interim financial statements for the three-month period ended 30 September 2017.

• The notice and the minutes from the extraordinary general meeting of the Bank held on 26 October 2017.

• This Prospectus.

https://www.komplettbank.no/-/media/komplett/norway/pdf/financial-document/2014/%C3%A5rsrapport2014.ashx?la=nb-no



https://www.komplettbank.no/-/media/komplett/norway/pdf/financial-document/2015/%C3%A5rsregnskap_komplett_bank_asa_2015_med_kontrollkomiteens_melding.ashx?la=nb-no








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20. DEFINITIONS AND GLOSSARY

The following definitions and glossary apply in this Prospectus unless otherwise dictated by the context, including the foregoing pages of this Prospectus.

2010 PD Amending Directive Directive 2010/73/EU amending the Prospectus Directive.

2015/2014 NGAAP Annual Financial Statements

The audited financial statements for the year ended 31 December 2015 and 2014 prepared in accordance with NGAAP

2016/2015 IFRS Annual Financial Statements

The audited financial statements as of, and for the year ended, 31 December 2016 (with comparable figures for 2015) prepared in accordance with IFRS

Additional Shares The elected over-allotted number of additional Shares equalling up to 15% of the number of New Shares and Sale Shares sold in the Offering.

ALCO The asset & liability management committee

AML Act of 6 March 2009 no. 11 concerning Measures to Combat Money Laundering and the Financing of Terrorism.

AML Legislation The AML and AML Regulation.

AML Regulation Regulation of 13 March 2009 no. 303 concerning Measures to Combat Money Laundering and the Financing of Terrorism.

APM Alternative performance measure

Application Period The period from 31 October 2017 to 8 November 2017, in which Shares are being offered in the Institutional Offering and Retail Offering.

Articles of Association The articles of association of the Bank.

Annual Financial Statements

The 2016/2015 IFRS Annual Financial Statements and the 2015/2014 NGAAP Annual Financial Statements.

AT1 Additional Tier 1

Bank/Komplett Bank/Company Komplett Bank ASA.

Bank of Finland The Central Bank of Finland

Bank of Sweden The Central Bank of Sweden

Board Members The members of the Board of Directors.

Board or Board of Directors The board of directors of the Bank.

Bookbuilding Period The period from 31 October 2017 to 8 November 2017 in which Shares are being offered in the Institutional Offering.

162

BRRD

Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit enterprises and investment firms.

CAGR Compounded annual growth rate.

Capital Requirement Regulation

Regulations on capital requirements of 14 December 2006 No. 1506 (Norwegian: kapitalkravsforskriften).

CEO The Bank's chief executive officer.

CET Central European Time.

CET1 Core Equity Capital.

CFO The Bank's chief financial officer.

COFTA The Norwegian Central Office for Foreign Tax Affairs.

Cost to Income Ratio An APM which measures operating efficiency.


An APM which measures operating efficiency excluding direct marketing expenses in the calculation of the ratio.

CPI Consumer price index

CPI-ATE Consumer price index adjusted for tax changes and excluding energy products

CRD IV Directive 2013/36 and Regulation 575/2013.

Corporate Governance Code

The Norwegian Code of Practice for Corporate Governance dated 30 October 2014.

Debt Collection Act Act on Debt Collection and Other Recovery of Overdue Pecuniary Claims of 13 May 1988 no. 26

EBA The European Banking Authority.

EBA-regulation Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority.

ECB The European Central Bank

ECL Expected credit losses

EEA The European Economic Area.

EU The European Union.

EUR Euro, the lawful currency of the Eurozone.

FCA The Act on Financial Contracts and Financial Assignments of 25 June 1999 No. 46

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FEA Act on Financial Enterprises and Financial Groups of 10 April 2015 No. 17.

Financial Statements The Annual Financial Statements and the Interim Financial Statements.

Financial Supervision Act The Act on Financial Supervision of 7 December 1956 No. 1

FINFO Finansieringsselskapenes Forening

Finnish FSA The Financial Supervisory Authority of Finland

FIU The Financial Intelligence Unit.

Fleksibelt Lån Komplett Bank’s personal loan product

FT Financing of terrorism

FTE Full Time Equivalent, measure for employees.

Foreign EEA Corporate Shareholders

Non-resident Shareholders that are corporations tax-resident within the EEA for tax purposes.

Foreign EEA Personal Shareholders

Non-resident Shareholders who are individuals tax-resident within the EEA.

Forward-looking statements

All statements other than statements as to historic facts or present facts and circumstances, typically indicated by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions.

Forward Rate Agreement

Financial instrument used to increase or reduce short-term interest rate risk.

Gatekeepers Legal entities and persons acting in capacity of their professions encompassed by the AML.

General Meeting The Bank's general meeting of shareholders.

Greenshoe Option The Greenshoe Option granted to the Stabilisation Manager by the Company and the Lead Selling Shareholders.

IAS 34 International Accounting Standard 34 "Interim Financial Reporting."

ICAAP Internal capital adequacy assessment

ICT Information and communication technology.

IFRS International Financial Reporting Standards as adopted by the EU.

Indicative Price Range The price at which the Offer Shares are expected to be sold, which is set between NOK 17.00and NOK 18.50

Institutional Closing Date 13 November 2017

164

Interim Financial Statements

The Bank's unaudited interim financial statements as of, and for the nine and three month period ended, 30 September 2017.

Institutional Offering

An institutional offering, in which Offer Shares are being offered to (a) investors in Norway, (b) institutional investors outside Norway and the United States of America subject to applicable exemptions from applicable prospectus requirements, and (c) "qualified institutional buyers" in the United States in transactions exempt from registration requirements under the U.S. Securities Act.

IRB Internal Ratings-Based.

ISIN Securities number in the Norwegian Central Securities Depository (VPS).

K2 Credit indicator

Komplett Bank MasterCard Komplett Bank's credit card

Komplett Group Komplett AS, a shareholder of the Bank and its affiliated companies

Lead Selling Shareholders Macama AS, Perm Invest AS, and Sanden AS

Lead Shareholders Sale Agreement

A secondary sale agreement entered into between the Managers and the Lead Selling Shareholders with respect to the offering for sale in the Offering of up to 20,719,420 Sale Shares by the Lead Selling Shareholders.

LCR Liquidity Coverage Ratio.

Listing The listing of the Shares on Oslo Børs

Loan Loss Ratio An APM measuring the quality of the Bank's lending operations calculated on an annual basis.

Management The Bank's senior management team.

Managers ABG Sundal Collier ASA, Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ), Oslo Branch

MAR Regulation (EU) No 596/2014 of European Parliament and of the Council of 16 April 2014 on market abuse.

Marketing Control Act Marketing Control Act of 9 January 2009 no. 2

ML Money laundering

ML/FT Money laundering and financing of terrorism

Net Interest Margin An APM which measures the profitability of the Bank's lending operations and asset allocation.

New Shares New shares to be issued by the Company to raise gross proceeds of up to NOK 425 million.

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NFSA The Financial Supervisory Authority of Norway (Norwegian: "Finanstilsynet").

NGAAP Norwegian Generally Accepted Accounting Principles

NIBOR Norwegian Interbank Offered Rate

NOK Norwegian Kroner, the lawful currency of Norway.


Shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes


Shareholders who are natural persons not resident in Norway for tax purposes

Norges Bank The Central Bank of Norway.

Norwegian Act on Overdue Payment

the Norwegian Act on Overdue Payment of 17 December 1976 no. 100


Shareholders who are limited liability companies and certain similar corporate entities resident in Norway for tax purposes.

Norwegian Personal Shareholders Personal shareholders resident in Norway for tax purposes.

Norwegian Securities Trading Act

The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Norwegian: "Verdipapirhandelloven").

NSFR Net Stable Funding Ratio.

Offering The offering contemplated by this Prospectus, pursuant to the terms and conditions set out herein.

Offer Price The final offer price for the Offer Shares in the Offering.

Offer Shares The New Shares together with the Sale Shares, and, unless the context indicates otherwise, the Additional Shares.

Oslo Børs Oslo Børs ASA or, as the context may require, Oslo Børs, a Norwegian regulated stock exchange operated by Oslo Børs ASA.

Other Selling Shareholders The Other Selling Shareholders set out in Section 17.2.2.

Other Selling Shareholders Sale Agreement

A secondary sale agreement entered into between the Managers and the Other Selling Shareholders, pursuant to which the Other Selling Shareholders have undertaken to offer for Sale in the Offering up to 4,750,000 Sale Shares.

Over-Allotment Option

A lending option granted to the Stabilisation Manager by Komplett AS, pursuant to which the Stabilisation Manager may require Komplett AS to lend to the Stabilisation Manager, on behalf of the Managers, up to a number of Shares equal to the number of Additional Shares.

Payment Date 13 November 2017.

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Pillar 2 Requirement under CRD IV concerning the financial enterprise's internal assessment of its capital needs.

Placing Agreement Agreement between the Company, Komplett AS and the Managers with respect to the Offering of the Offer Shares.

POS Finance Point-of-sales finance, Komplett Bank's point-of-sales finance products.

Prospectus This prospectus.

Prospectus Directive

Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State.

PSD Directive 2007/64/EC on payment services

PSD2 Directive 2015/2366/EU on payment services in the internal market.

PwC PricewaterhouseCoopers AS

Order The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended.

QIBs Qualified institutional buyers, as defined in Rule 144A.

Qualified persons Persons in the United Kingdom who are qualified investors within the meaning of Article 2(1)I of the Prospectus Directive

Regulation S Regulation S under the U.S. Securities Act

Relevant Member State Each member state of the EEA which has implemented the Prospectus Directive.

Relevant Member State Each Member State of the EEA which has implemented the Prospectus Directive.

Relevant Persons

Persons in the UK that are (i) investment professionals falling within Article 19(5) of the Order or (ii) high net worth entities, and other persons to whom the Prospectus may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order.

Retail Application Form Application form to be used to apply for Offer Shares in the Retail Offering, attached to this Prospectus as Appendix D

Retail Offering A tranche of the Offering, in which Offer Shares are being offered to the public in Norway.

Return on equity ratio (ROE) Profit after tax divided by average total equity, annualised.

Rule 144A Rule 144A under the U.S Securities Act

Sale Shares Existing shares offered by the Selling Shareholders in the Offering.

Secondary Sale Agreement

Agreement between the Other Selling Shareholders and the Managers with respect to the sale of the Sale Shares.

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Securities Act U.S. Securities Act of 1933, as amended.

SEK Swedish Kroner, the lawful currency of Sweden.

Selling Shareholders Means the Lead Selling Shareholders and the Other Selling Shareholders.

SFA The Securities and Futures Act of Singapore.

Share(s) Shares in the share capital of the Company, each with a nominal value of NOK 1.

Siviløkonom degree

A four year programme in economics and business administration consisting of three years at bachelor/undergraduate level and one year at master/graduate level.

Stabilisation Manager SEB

SSB Statistics Norway.

T2 Tier 2

UK United Kingdom.

U.S/United States The United States of Amerika

USD United States Dollar, the lawful currency of the United States of America.

U.S Exchange Act The United States Securities Exchange Act of 1934, as amended.

U.S Securities Act U.S. Securities Act of 1933, as amended.

VPS The Norwegian Central Securities Depository (Norwegian: "Verdipapirsentralen").

VPS Account Applicant’s account with the VPS for the registration of holdings of securities

VPS Registrar Nordea Bank AB

ØKOKRIM Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime

VEDTEKTER

FOR

KOMPLETT BANK ASA

(org nr.: 998 997 801)

Sist endret 26.10.2017

Kap. 1 Firma. Kontorkommune. Formål.

§ 1-1

Komplett Bank ASA er et allmennaksjeselskap. Bankens forretningskontor (hovedkontor) er i

Bærum kommune.

Banken kan innenfor rammen av den lovgivning som til enhver tid gjelder, utføre alle

forretninger og tjenester som det er vanlig eller naturlig at banker utfører.

Kap. 2 Aksjekapital. Ansvarlig kapital. Aksjer.

§ 2-1

Bankens aksjekapital er kr 148 369 126 fordelt på 148 369 126 aksjer à kr 1 fullt innbetalt.

§ 2-2

Aksjene i banken skal være registrert i Verdipapirsentralen ASA.

Tidligere eier av aksjer skal sørge for at det straks etter eierskifte sendes melding til

Verdipapirsentralen om dette.

Kap. 3 Styret og valgkomiteen.

§ 3-1

Styret består av 5 medlemmer som velges av generalforsamlingen

Minst halvparten av styrets medlemmer skal være bosatt her i riket, med mindre Kongen gjør

unntak i det enkelte tilfelle. Bostedskravet gjelder ikke statsborgere i stater som er part i EØS-

avtalen, når de er bosatt i en slik stat.

Ett av styrets valgte medlemmer skal være ansatt i banken. For dette medlem skal det velges

et personlig varamedlem med møte og talerett i styret. Det skal ut over dette ikke velges

varamedlemmer.

Styret skal samlet ha den kompetanse som ut fra bankens organisasjon og virksomhet er

nødvendig for å ivareta sine oppgaver. Minst ett av medlemmene skal ha kvalifikasjoner

innen regnskap eller revisjon. Styreleder og til sammen minst to tredjedeler av styret skal ikke

være ansatt i banken eller selskap i samme konsern. Styret skal for øvrig sammensettes i tråd

med nærmere lovbestemmelser.

Appendix A

Styrets leder og nestleder velges særskilt.

De valgte styremedlemmer tjenestegjør i to år. Av de valgte medlemmer uttrer hvert år de

som har gjort tjeneste lengst.

Varamedlem velges for to år.

I stedet for styremedlem som trer ut før valgperioden er ute, velges ved første anledning nytt

medlem for resten av perioden.

§ 3-2

Banken skal ha en valgkomité som består av 3 medlemmer. Valgkomiteens medlemmer,

herunder dens leder, velges av generalforsamlingen.

Tjenestetiden for valgkomitéens medlemmer skal være to år med mindre generalforsamlingen

beslutter noe annet. Tjenestetiden regnes fra valget når noe annet ikke er bestemt. Den

opphører ved avslutningen av den ordinære generalforsamling i det året tjenestetiden utløper.

Selv om tjenestetiden er utløpt, skal medlemmet bli stående i vervet inntil nytt medlem er

valgt.

Honorar for valgkomitéens medlemmer skal fastsettes av generalforsamlingen.

Valgkomitéen skal ha følgende oppgaver:

(i) Å avgi innstilling til generalforsamlingen om valg av styremedlemmer

(ii) Å avgi innstilling til generalforsamlingen om honorar for styrets medlemmer

(iii) Å avgi innstilling til generalforsamlingen om valg av medlemmer av valgkomitéen

(iv) Å avgi innstilling til generalforsamlingen om honorar for valgkomitéens medlemmer.

Generalforsamlingen kan fastsette nærmere retningslinjer for valgkomitéens arbeid.

§ 3-3

Styret sammenkalles av lederen og har møte minst en gang om måneden og ellers så ofte

bankens virksomhet tilsier det eller når et medlem krever det.

Styret er vedtaksført når mer enn halvdelen av samtlige styremedlemmer er til stede eller

deltar i behandlingen av en sak. Styret kan dog ikke treffe beslutning med mindre alle

medlemmer av styret så vidt mulig er gitt anledning til å delta i sakens behandling. Har et

styremedlem forfall, skal varamedlemmet gis anledning til å møte eller delta i behandlingen

av en sak.

Som styrets beslutning gjelder det som flertallet blant de møtende styremedlemmer eller de

som deltar i behandlingen, har stemt for, eller ved stemmelikhet det som møtelederen har

stemt for. De som stemmer for en beslutning, må dog alltid utgjøre minst halvdelen av

samtlige styremedlemmer.

Fraværende styremedlemmer skal gjøre seg kjent med beslutninger som er truffet i deres

fravær.

§ 3-4

Styret forestår forvaltningen av bankens anliggender og skal forestå de oppgaver som følger

av lov, forskrift og disse vedtekter. Styret skal herunder treffe avgjørelse i de enkelte

kredittsaker så langt styret ikke har delegert denne myndighet. Det skal sørge for forsvarlig

organisering av bankens virksomhet, herunder påse at kravene til organisering av foretaket og

etablering av forsvarlige styrings- og kontrollsystemer blir etterkommet.

§ 3-5

Styret ansetter og sier opp/avskjediger bankens medarbeidere og fastsetter deres betingelser.

Styret kan delegere denne myndighet når det gjelder andre medarbeidere enn administrerende

direktør.

§ 3-6

Bankens firma tegnes av styrets leder eller administrerende direktør alene, eller av to valgte

styremedlemmer i fellesskap. Styret kan gi nærmere angitte ansatte rett til å tegne bankens

firma. Styret kan dessuten meddele prokura og spesialfullmakter.

§ 3-7

Det samlede styret skal fungere som bankens revisjonsutvalg.

Kap 4 Administrerende direktør

§ 4-1

Administrerende direktør har den daglige ledelse av bankens virksomhet i samsvar med

generelle instrukser fastsatt av styret.

Kap. 5 Generalforsamlingen.

§ 5-1

Gjennom generalforsamlingen utøver aksjeeierne den øverste myndighet i banken, med

mindre myndighet er lagt eksklusivt til et av bankens øvrige organer ved særskilt

lovbestemmelse. På generalforsamlingen har hver aksje en stemme. Alle beslutninger treffes

med alminnelig flertall, med mindre annet følger av lov eller vedtekter.

Ordinær generalforsamling skal holdes hvert år innen utgangen av april måned.

Generalforsamlingen innkalles av styrets leder. Generalforsamling skal avholdes i bankens

forretningskommune, likevel slik at styret kan beslutte å avholde generalforsamling i Oslo

kommune.

Dokumenter som gjelder saker som skal behandles på generalforsamling, herunder

dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen,

trenger ikke sendes aksjonærene dersom dokumentene er tilgjengelige på bankens

hjemmeside. En aksjeeier kan likevel kreve å få tilsendt dokumenter som gjelder saker som

skal behandles på generalforsamlingen.

Aksjonærer som vil delta i generalforsamling må melde dette til banken innen den frist som er

angitt i innkallingen og som ikke kan utløpe tidligere enn fem dager før generalforsamlingen.

Styrets medlemmer og revisor skal innkalles til generalforsamlingens møte. Styrets

medlemmer har rett til å være til stede og uttale seg på møter i generalforsamlingen. Styrets

leder og administrerende direktør har plikt til å være til stede med mindre det foreligger

gyldig forfall. I så fall skal det utpekes stedfortreder.

Før generalforsamling holdes skal Finanstilsynet i god tid, senest samtidig med lovlig

innkallelse til aksjonærene, gis melding om de saker som skal behandles. Av

forhandlingsprotokollen skal en gjenpart straks sendes Finanstilsynet.

Styret kan beslutte at aksjonærene skal kunne delta på generalforsamlingen ved bruk av

elektroniske hjelpemidler, i tråd med allmennaksjeloven § 5-8a.

Styret kan beslutte at aksjonærene skal kunne avgi stemme skriftlig ved bruk av elektronisk

kommunikasjon i forkant av generalforsamlingen, i tråd med allmennaksjeloven § 5-8b.

§ 5-2

Styrets leder åpner generalforsamlingen og leder forhandlingene til møteleder er valgt.

§ 5-3

Den ordinære generalforsamling skal:

1. Velge møteleder,

2. velge valgkomité, jf § 3-2,

3. velge styrets medlemmer, jf § 3-1,

4. velge revisor eller revisorfirma,

5. fastsette godtgjørelser for bankens tillitsmenn og revisor,

6. godkjenne årsregnskap, herunder anvendelse av årsoverskudd/utdeling av utbytte eller

dekning av årsunderskudd,

7. behandle andre saker som etter lov eller vedtekter hører inn under

generalforsamlingen.

§ 5-4

Når generalforsamlingen er åpnet, skal møtelederen la opprette fortegnelse over de møtende

aksjeeiere og representantene for aksjeeiere, med oppgave over hvor mange aksjer og

stemmer hver av dem representerer. Denne fortegnelse anvendes inntil den måtte bli endret av

generalforsamlingen.

§ 5-5

Avstemning skjer skriftlig dersom ikke samtlige møtende samtykker i avstemning på annen

måte.

Møtelederen skal sørge for at det føres protokoll over generalforsamlingen. I protokollen skal

generalforsamlingens beslutninger inntas med angivelse av utfallet av stemmegivningen.

Fortegnelsen over møtende aksjeeiere og representanter skal inntas i eller vedlegges

protokollen. Protokollen skal undertegnes av møtelederen og minst en annen person som

utpekes av generalforsamlingen blant de tilstedeværende. Protokollen skal holdes tilgjengelig

for aksjeeierne og oppbevares på betryggende måte.

Kap. 6 Revisor.

§ 6-1

Revisor skal følge de instrukser og pålegg som måtte bli gitt av generalforsamlingen for så

vidt de ikke strider mot bestemmelser gitt i lov eller i medhold av lov eller mot bankens

vedtekter eller god revisjonsskikk.

Revisor gir sine antegnelser og meldinger gjennom styret. Revisjonsberetning skal avgis

minst to uker forut for den ordinære generalforsamling hvor regnskapet skal behandles.

Kap. 7 Opptak av ansvarlig lånekapital og annen fremmedkapital.

§ 7-1

Vedtak om eller fullmakt til å oppta ansvarlig lån eller fondsobligasjoner treffes av

generalforsamlingen med flertall som for vedtektsendring. Vedtak om eller fullmakt til å

oppta annen fremmedkapital treffes av styret eller i henhold til delegasjonsvedtak fra styret.

Kap. 8 Innskuddsvilkår.

§ 8-1

Styret fastsetter de nærmere vilkår for mottak og utbetaling av innskudd i samsvar med

mulige regler fastsatt av Finanstilsynet. Styret kan delegere denne myndighet.

Kap. 9 Årsregnskap og årsberetning.

§ 9-1

Regnskapsåret følger kalenderåret. For hvert regnskapsår avgir styret årsregnskapet og

årsberetningen.

Minst en måned forut for den ordinære generalforsamling skal årsregnskap og årsberetning

stilles til rådighet for revisor. Generalforsamlingen fastsetter regnskapet senest innen

utgangen av april måned.

Kap. 10 Vedtektsendringer.

§ 10-1

Beslutning om å endre vedtektene fattes av generalforsamlingen. Beslutningen krever

tilslutning fra minst to tredjedeler av så vel av de avgitte stemmer som av den aksjekapital

som er representert på generalforsamlingen.

Forslag til endringer i vedtektene må være innsendt til styrets leder senest fire uker før

generalforsamlingen skal behandle forslaget.

Vedtektsendringer som krever myndighetsgodkjennelse trer i kraft når godkjenning

foreligger.

Kap. 11 Ikrafttreden

§ 11-1

Disse vedtekter trer i kraft når de er godkjent i samsvar med finansforetaksloven § 7-10.

Komplett Bank ASA / Pb. 448 / 1327 Lysaker / Org.nr.: 998997801 / komplettbank.no

1

Årsrapport 2016 Komplett Bank ASA

Utarbeidet for prospektformål

alse

Typewritten Text

Appendix B

Regnskap utarbeidet for prospektformål

Årsresultatet for 2016 foreslås i sin helhet overført til annen egenkapital

2016 2015

Beløp i NOK 1000 Note IFRS IFRS

Renteinntekter og lignende inntekter 11 421 897 160 972

Rentekostnader og lignende kostnader 2,11 50 287 27 201

Netto renteinntekter 371 610 133 771

Provisjonsinntekter og inntekter fra banktjenester 11 46 507 12 324

Provisjonskostnader og kostnader fra banktjenester 11 28 881 10 132

Netto provisjoner 17 625 2 193

Nedskrivning (-) / reversering (+) på verdipapirer 2,5,20,21 1 955 -2 220

Lønn m.v. 12,15 44 080 29 997

Administrasjonskostnader, herav; 13 65 083 40 392

Direkte markedsføringskostnad 13 49 498 30 289

Lønnskostnader og administrasjonskostnader 109 164 70 389

Avskrivninger m.v. av varige driftsmidler og immaterielle eiendeler 6 6 336 4 726

Andre driftskostnader 13 13 057 7 094

Tap på utlån 3 85 742 32 750

Sum driftskostnader 212 344 117 179

Resultat før skatt 176 891 18 785

Skattekostnad 14 47 723 7 494

Årsresultat 17 129 169 11 291

Resultat pr. aksje (kroner) 17 0,87 0,08

Utvannet resultat pr aksje (kroner) 17 0,84 0,08

Utvidet resultatregnskapBeløp i NOK 1000 2016 2015

Resultat for perioden 17 129 169 11 291

Totalresultat for perioden 129 169 11 291

Resultatregnskap


Bærum, 3. oktober 2017 - Styret i Komplett Bank ASA

________________ ________________ ________________ Live B. Haukvik Alexander Kopp Casper Wakefield Styrets leder Styremedlem Styremedlem ________________ ________________ ________________ Bodil P. Hollingsæter Christina H. Pedersen Raimond Pettersen Styrets nestleder Styremedlem Administrerende direktør

Balanse 31.12.2016 31.12.2015 01.01.2015

Beløp i NOK 1000 Note IFRS IFRS IFRS

Eiendeler

Utlån til og fordringer på kredittinstitusjoner 4,20 498 787 251 692 128 124

Netto utlån til og fordringer på kunder 3,20 3 322 003 1 601 106 442 282

Sertifikater og obligasjoner 2,5,20,21 309 979 219 982 243 767

Immaterielle eiendeler 6 26 024 22 315 11 146

Utsatt skattefordel 2,14 17 5 893 10 072

Varige driftsmidler 6 550 374 595

Andre fordringer 8 763 154 337

Sum eiendeler 4 158 123 2 101 516 836 323

Gjeld og egenkapital

Innskudd fra og gjeld til kunder 8,20 3 312 991 1 751 139 663 645

Annen kortsiktig gjeld 8 23 530 16 076 9 386

Ansvarlig lånekapital 2,8,20 64 102 - -

Betalbar skatt 2,14 39 234 - -

Sum gjeld 3 439 858 1 767 215 673 031

Aksjekapital 7 148 369 135 465 89 200

Overkurs 392 645 205 830 101 340

Hybridkapital 2 45 000 - -

Annen innskutt egenkapital 24 912 12 769 3 806

Annen egenkapital 2 107 340 -19 762 -31 055

Sum egenkapital 718 265 334 301 163 292

Sum gjeld og egenkapital 4 158 123 2 101 516 836 323


OPPSTILLING OVER KONTANTSTRØMMER

*) Endring i verdipapirer for 2016 er korrigert i omarbeidet årsregnskap for prospektformål sammenlignet med offisielt årsregnskap for 2016

2016 2015

Beløp i 1000 Note IFRS IFRS

Kontantstrøm fra operasjonelle aktiviteter

Resultat før skattekostnad 176 891 18 785

Ordinære avskrivninger 6 6 336 4 726

Endring i brutto utlån til kunder 3 -1 805 231 -1 194 238

Endring i innskudd fra kunder 8 1 561 852 1 087 494

Endring i sertifikater og obligasjoner *) 5 -89 997 23 768

Endring i andre tidsavgrensningsposter 101 655 47 950

Netto kontantstrøm fra operasjonelle aktiviteter -48 493 -11 514

Kontantstrøm fra investeringsaktiviteter

Investeringer i varige driftsmidler 6 -362 -384

Investeringer i immaterielle eiendeler 6 -10 117 -15 290

Netto kontantstrøm fra investeringsaktiviteter -10 479 -15 674

Kontantstrøm fra finansieringsaktiviteter

Endring i innskutt egenkapital 7 199 719 150 755

Opptak av ansvarlig lån 64 102 -

Opptak av hybridkapital 45 000 -

Utbetaling renter på hybridkapital -2 754 -

Netto kontantstrøm fra finansieringsaktiviteter 306 067 150 755

Netto kontantstrøm for perioden 247 095 123 566

Kontanter og kontantekvivalenter ved periodens begynnelse 4 251 692 128 124

Kontanter og kontantekvivalenter ved periodens slutt 4 498 787 251 692


OPPSTILLING OVER ENDRINGER I EGENKAPITALEN

Beløp i NOK 1000 Aksjekapital Overkurs Hybridkapital

Annen

innskutt

egenkapital

Annen

egenkapital

Sum

Egenkapital

Balansen 31.12.2014 (NGAAP) 89 200 101 340 3 806 -31 067 163 279

IFRS justering vedrørende verdipapirer - - - - 12 12

Balansen 1.1.2015 89 200 101 340 - 3 806 -31 055 163 292

Resultat for perioden - - - - 11 291 11 291

Totalresultat for peridoen - - - - 11 291 11 291

Annen innskutt egenkapital i perioden - - - 8 963 - 8 963

Kapitalforhøyelse i perioden 46 265 104 490 - - - 150 755

Balansen 31.12.2015 135 465 205 830 - 12 769 -19 762 334 301

Resultat for perioden - - - - 129 168 129 168

Totalresultat for peridoen - - - - 129 168 129 168

Kapitalforhøyelse i perioden 12 904 186 815 - - - 199 719

Annen innskutt egenkapital i perioden - - - 12 143 - 12 143

Utstedelse av hybridkapital, IAS 32 - - 45 000 - - 45 000

Utbetalte renter på hybridkapital ført mot annen egenkapital - - - - -2 754 -2 754

Skatt ført mot annen egenkapital - - - - 688 688

Balansen 31.12.2016 148 369 392 645 45 000 24 912 107 340 718 265


NOTE 1: REGNSKAPSPRINSIPPER

Komplett Bank tilbyr ved utgangen av 2016 forbrukslån, kredittkort og høyrentekonto til privatpersoner i Norge, med planlagt grensekryssende virksomhet i Finland fra 2017. Selskapet har hovedkontor i Vollsveien 2a, 1327 Lysaker. Regnskapet er utarbeidet for prospektformål. Regnskapet er avlagt i samsvar med EU-godkjente IFRS-er og tilhørende fortolkninger. Regnskapet anses som godkjent for offentliggjøring når styret har behandlet årsregnskapet. Det offisielle regnskapet, for tilsvarende periode, ble avlagt i samsvar med den norske regnskapsloven og god norsk regnskapsskikk pr. 31. desember 2016 med de unntak og tillegg som følger av bestemmelsene i forskrift om årsregnskap med mer for banker, finansieringsforetak og morselskap for slike og forskrift om regnskapsmessig behandling av utlån og garantier i finansinstitusjoner. Om ikke annet fremgår direkte av noteopplysningene er beløp oppgitt i tusen kroner. Regnskapsstandarder som ikke er implementert (pr. 31.12.16) Det er flere nye standarder, endringer og fortolkninger som ikke har trådt i kraft for året som avsluttes 31. desember 2016 og som ikke er anvendt ved utarbeidelsen av dette regnskapet. IFRS 9 Finansielle instrumenter er godkjent av EU og obligatorisk fra 1. januar 2018, og erstatter IAS 39 Finansielle instrumenter – innregning og måling. Det er ikke påkrevd med omarbeiding av sammenlignstall. Standarden regulerer klassifisering, måling og regnskapsføring av finansielle eiendeler og finansielle forpliktelser, og er mer prinsippbasert enn IAS 39. IFRS 9 introduserer én enkelt tilnærming til klassifisering og måling av finansielle eiendeler i henhold til deres kontantstrømsegenskaper og forretningsmodellen de er forvaltet under, og gir en ny nedskrivningsmodell basert på forventede tap. IFRS 9 har en mer prinsippbasert tilnærming til om et instrument skal måles til amortisert kost eller virkelig verdi enn dagens regler har. Kost-basert måling (amortisert kost) bare kan benyttes for enkle finansielle eiendeler som eies for å motta kontraktsfestede kontantstrømmer. Alle andre instrumenter skal måles i balansen til virkelig verdi, med verdiendringer ført enten over utvidet resultatregnskap eller over det ordinære resultatet. IFRS 9 forventes å påvirke bankens beregninger av tapsnedskrivninger. Nedskrivning av finansielle eiendeler målt til amortisert kost skal etter IAS 39 foretas når det finnes objektive bevis for at et tap har inntruffet. IFRS 9 medfører en overgang fra IAS 39s «påløpt tap-modell» til en forventet tap-modell, hvor nedskrivning skal foretas basert på selskapets beste estimat på balansedagen, basert på tilgjengelig informasjon om fortid, nåtid og estimater for fremtid. Modellene for å beregne tapsnedskrivninger for en portefølje vil bl.a. omfatte sannsynlighet for mislighold (Probability of default), eksponering på tidspunkt for mislighold (Exposure at default) og tap gitt mislighold (Loss given default). Banken har kommet godt i gang med vurderingen og kvantifiseringen av effekten ved overgang til IFRS 9, og vil bruke tiden frem til 1.1.2018 til å utvikle presisjonen til bakenforliggende tapsmodell. Effekten av å implementere standarden 1.1.2018 er ikke endelig kvantifisert enda. Banken er i en vekstfase og forventer ytterligere vekst i 2017. Faktisk oppnådd vekst i 2017, i kombinasjon med kundeadferd, er sentrale elementer i vurderingen av hvor stor effekten vil bli. I tillegg vil generelle makroforhold også påvirke vurderingen. IFRS 15 - Inntekt fra kontrakter med kunder er ny standard som trer i kraft senest fra 01.01.2018, som vil erstatte alle eksisterende standarder vedrørende inntektsføring. Formålet med den nye standarden er å klargjøre prinsippene et foretak skal anvende ved rapportering til brukerne av regnskapet om art, beløp, tidspunkt og usikkerhet av inntekter og kontantstrømmer fra kontrakter med kunder. Det etableres et felles rammeverk for innregning (når inntektsføring skal skje) og måling (hvor mye som skal inntektsføring) av inntekter. Den nye


standarden vil ha liten påvirkning for banken, i og med at standarden har fokus på å klargjøre rundt inntektsføring av komplekse og sammensatte kontrakter. IFRS 16 – Leieavtaler er en ny standard som trer i kraft senest fra 01.01.2019 og erstatter IAS 17 Leieavtaler. Den nye standarden fjerner dagens skille mellom operasjonelle og finansielle leieavtaler, og erstattes av en modell som skal anvendes for alle leieavtaler, med enkelte konkrete unntak. Eiendelen skal avskrives over leieperioden, mens forpliktelsen måles til amortisert kost. Leieavtaler er ikke vesentlig for banken.

1. Finansielle instrumenter Finansielle instrumenter omfatter i hovedsak utlån til kunder og verdipapirer som sertifikater og obligasjoner, og ansvarlig lån og innskudd fra kunder.

1.a. Sertifikater, obligasjoner og andre rentebærende verdipapirer

Finansielle instrumenter vurdert til virkelig verdi omfatter sertifikater, obligasjoner og andre rentebærende verdipapirer. Verdiendringer for finansielle instrumenter vurdert til virkelig verdi over resultatet presenteres i resultatregnskapet på regnskapslinjen for "nedskrivning (-) / reversering (+) på verdipapirer».

1.b. Ansvarlig lån

Finansielle forpliktelser som omfatter ansvarlig lånekapital regnskapsføres ved første gangs innregning til virkelig verdi fratrukket transaksjonskostnader ved etablering. Etterfølgende perioder måles til amortisert kost etter effektiv rente (internrenten), og forskjellen føres over resultatet på regnskapslinjen «Rentekostnader og lignende kostnader».

1.c. Utlån Utlån deles inn i to kategorier; fleksibelt rammelån og kredittkort. Alle utlån vurderes til amortisert kost ved å anvende effektiv rentes metode. I amortisert kost inngår utlånets hovedstol, gebyrer og eventuelle direkte henførbare kostnader. Renteinntekter inntektsføres etter effektiv rentes metode. Den effektive rentesatsen er den renten som neddiskonterer lånets kontantstrømmer over forventet løpetid til lånets amortiserte kost på etableringstidspunktet. Effektiv rentes metode innebærer også at det foretas inntektsføring av renter av engasjement som er nedskrevet. For slike lån inntektsføres effektiv rente (internrenten) på etableringstidspunktet korrigert for renteendringer frem til tidspunktet for nedskrivning. Det inntektsføres renter basert på lånets nedskrevne verdi. Nedskrivning for tap foretas når det foreligger objektive bevis for at et utlån eller en gruppe av utlån har verdifall. Nedskrivningen beregnes som forskjellen mellom balanseført verdi og nåverdien av estimerte fremtidige kontantstrømmer neddiskontert med effektiv rente. I resultatregnskapet består posten tap på utlån av endringer i konstaterte tap og endringer i nedskrivninger på lån. Tap på utlån er basert på en gjennomgang av bankens utlånsportefølje. Banken foretar fortløpende en vurdering av tap på utlån, misligholdte og tapsutsatte engasjementer. Banken anser et engasjement for å være misligholdt senest 90 dager etter forfall. Tapsutsatte engasjementer hvor det er åpnet konkurs- eller gjeldsforhandlinger, iverksatt rettslig inkasso, utpanting er foretatt, utlegg er tatt eller hvor andre forhold som svikt i likviditet eller soliditet eller brudd på øvrige klausuler i låneavtaler med banken, defineres også som misligholdte.


Ved konkurs, akkord som er stadfestet, utleggsforretning ikke har ført frem eller ved rettskraftig dom bokfører banken engasjementer som er rammet av slike forhold som konstaterte tap. Dette gjelder også i de tilfeller banken på annen måte har innstilt inndrivelse eller gitt avkall på deler av eller hele engasjementer. Konstaterte tap fraregnes balansen.

2. Varige driftsmidler Ordinære varige driftsmidler er oppført i regnskapet til historisk anskaffelseskost fratrukket akkumulerte avskrivninger og eventuelle nedskrivinger. Avskrivningene belaster driftskostnader og fremkommer på egen linje i resultatregnskapet. Ordinære avskrivninger er basert på anskaffelseskost fratrukket forventet restverdi og fordeles lineært utover den forventede økonomiske levetid som driftsmiddelet har. I de tilfeller der det foreligger indikasjoner at verdifall på anleggsmidler, foretar banken måling av anleggsmiddelets gjenvinnbare beløp. Gjenvinnbart beløp er høyeste av netto salgsverdi og bruksverdi. Dersom gjenvinnbart beløp er lavere enn bokført beløp, nedskrives anleggsmiddelet til gjenvinnbart beløp. Nedskrivningen reverseres i de tilfeller kriteriene for nedskrivning ikke lenger er tilstede. I ingen tilfeller kan reverseringen medføre at driftsmiddelets verdi overgår den opprinnelige kostpris. 3. Immaterielle eiendeler Immaterielle eiendeler balanseføres i den grad det er sannsynlig at økonomiske fordeler vil tilfalle banken fremover. Immaterielle eiendeler balanseføres til anskaffelseskost fratrukket akkumulerte avskrivninger og eventuelle nedskrivinger ved verdifall. Utgifter vedrørende vedlikehold av programvare, systemer o.l. kostnadsføres fortløpende. Eiendeler med begrenset levetid avskrives over forventet økonomisk levetid.

Utgifter til egen utvikling balanseføres i den grad det kan identifiseres en fremtidig økonomisk fordel knyttet til utviklingen av en identifiserbar immateriell eiendel og utgiftene kan måles pålitelig. I motsatt fall kostnadsføres slike utgifter løpende.

4. Skatt

4a. Utsatt skatt og utsatt skattefordel Utsatt skatt/utsatt skattefordel regnskapsføres i tråd med IAS 12. Utsatt skatt/utsatt skattefordel er beregnet med nominell sats på grunnlag av de midlertidige forskjeller som eksisterer mellom de regnskapsmessige og skattemessige verdiene som finnes ved utgang av regnskapsperioden. Skatteøkende og skattereduserende midlertidige forskjeller som reverserer eller kan reverseres i samme periode er utlignet og nettoført i balansen. Utsatt skattefordel balanseføres i den grad det er sannsynlig at fordelen vil bli realisert på et fremtidig tidspunkt.

4b. Skattekostnad I resultatregnskapet omfattes både endring i utsatt skatt samt periodens betalbare skatt i posten skattekostnad.

5. Pensjon Banken er underlagt lov om obligatorisk tjenestepensjon og har en ordning som tilfredsstiller lovkravene. Banken har en innskuddsbasert ordning som gjelder for samtlige ansatte. Innskudd til ordningen betales fortløpende og det er derfor ingen avsetning til fremtidig pensjonsforpliktelse ved periodeslutt.

6. Gjeld og øvrige forpliktelser Gjeldsposter, inkludert leverandørgjeld samt øvrige forpliktelser er regnskapsført til amortisert kost.

7. Andre fordringer Andre fordringer er oppført i balansen til amortisert kost. Nedskriving for tap foreligger når det er objektivt bevis for at en tapshendelse har funnet sted.


Forskuddsbetalte provisjonskostnader balanseføres og periodiseres over forventet løpetid på utlånet. Avsluttes låneforholdet før forventet levetid vil gjenværende provisjon, som ikke er kostnadsført, i sin helhet bli bokført som en kostnad på tidspunkt for nedbetaling av lånet. Forventet løpetid på et utlån er normalt 36 måneder.

8. Valuta Banken har i løpet av året ikke hatt inntekter i annen valuta enn NOK. Banken har heller ikke hatt vesentlige kostnader i annet enn NOK. Eiendeler og kostnader anskaffet i annen valuta er ved innregning omregnet til norske kroner basert på oppnådd vekslingskurs på transaksjonstidspunktet.

9. Estimater Estimering av vurderingsposter og skjønnsmessige vurderinger baserer seg på bankens historiske erfaring og sannsynlige forventinger om fremtidige hendelser. Banken anser nedskrivinger på tap som beskrevet i pkt. 1.c. Utlån som en sentral vurderingspost der bl.a skjønnsmessige vurderinger ligger til grunn.

10. Virksomhetsområder Banken vurderer sin virksomhet som ett samlet virksomhetsområde. Virksomhetsområdet knytter seg til usikret forbruks- og fritidsfinansiering og består pr. 31.12.2016 av to utlånsprodukter (Kredittkort og Lån) og et innskuddsprodukt. All virksomhet har i 2016 rettet seg mot det norske markedet og det er ikke vesentlig differensiering knyttet til løpende oppfølgning, styring og kontroll innenfor bankens geografiske virksomhetsområde. Også styringen av banken tilsier en enhetlig rapportering av virksomhetsområde.

11. Kontantstrømoppstilling Kontantstrømoppstillingen er utarbeidet etter den indirekte metode. Kontanter og kontantekvivalenter består av bankinnskudd.

12. Aksjebasert avlønning Fastsetting av opsjonsverdi for de tildelte opsjonene gjøres med utgangspunkt i beregnet full markedsverdi på tildelingstidspunktet basert på observert omsetningskurs på tildelingstidspunktet og Black & Scholes opsjons-prisingsmodell. Risikofri rente, ved å anvende 5-årig statsobligasjoner, anvendes som forutsetning i beregning. Videre er det benyttet volatilitet på 46 %. Fast pris for utøvelse av posisjonene er 1,- kr for alle utestående opsjoner. For opsjoner tildelt i 2015 og senere er det også en variabel pris for utøvelse av posisjonene som tilsvarer arbeidsgiveravgiften på utøvelsestidspunktet. Verdien av tildelte og opptjente opsjoner er bokført mot annen innskutt egenkapital.

NOTE 2: OVERGANG FRA NGAAP TIL IFRS

For utarbeidelse av dette regnskapet har banken anvendt IFRS retrospektivt. Nyeste versjoner av IFRS-standarder er benyttet konsistent i hele den presenterte perioden. Tabellene nedenfor viser avstemming mellom offisielt regnskap avlagt etter NGAAP og nytt regnskap avlagt for prospektformål etter IFRS. I kolonnen «IFRS justering» fremgår forskjellene mellom NGAAP og IFRS. Evigvarende fondsobligasjon er etter tidligere regnskapsprinsipper (NGAAP) klassifisert som ansvarlig lånekapital (gjeld). Etter IFRS tilfredstiller ikke evigvarende fondsobligasjon kravene til finansielle forpliktelser i samsvar med IAS 32, og klassifiseres som egenkapital (hybridkapital). Rentebetalinger, i tilknytning til evigvarende fondsobligasjon, ble i NGAAP-regnskapet presentert under regnskapslinjen «Rentekostnader og lignende kostnader» med en tilhørende skatteeffekt presentert på regnskapslinjen «Skattekostnad». Under IFRS er rentekostnader bokført direkte mot egenkapitalen. I tillegg foreligger det en mindre justering basert på at samtlige av bankens verdipapirer er vurdert verdsatt til virkelig verdi etter IFRS.


Agentprovisjoner fremstår som en direkte transaksjonskost ved utstedelse av lån. Etableringsgebyr fremstår som et gebyr ved etablering av låneforhold. Begge disse skal inkluderes i amortisert kost av utlån og inngå som komponenter ved beregning av effektiv rente. Overgangen til IFRS har hatt begrensede effekter da selskapet gjennom tapsforskriften allerede har benytttet IAS 39 for behandling av en rekke finansielle instrumenter. Avstemming mellom NGAAP og IFRS-regnskap

Balanse IFRS NGAAP IFRS NGAAP IFRS NGAAP

Beløp i NOK 1000 31.12.2016 31.12.2016 31.12.2015 31.12.2015 01.01.2015 31.12.2014

Eiendeler

Utlån til og fordringer på kredittinstitusjoner 498 787 - 498 787 251 692 - 251 692 128 124 - 128 124

Netto utlån til og fordringer på kunder 3 322 003 29 855 3 292 148 1 601 106 17 792 1 583 315 442 282 3 362 438 920

Sertifikater og obligasjoner 309 979 444 309 535 219 982 -68 220 050 243 767 17 243 750

Immaterielle eiendeler 26 024 - 26 024 22 315 - 22 315 11 146 - 11 146

Utsatt skattefordel 17 - 17 5 893 19 5 875 10 072 -5 10 077

Varige driftsmidler 550 - 550 374 - 374 595 - 595

Andre fordringer, herav; 763 -48 032 48 795 154 -28 912 29 066 337 -6 658 6 995

Forskuddsbetalt agentprovisjoner - -48 032 48 032 - -28 912 28 912 - -6 658 6 658

Totale eiendeler 4 158 123 -17 733 4 175 856 2 101 516 -11 170 2 112 686 836 323 -3 285 839 607

Gjeld og egenkapital

Innskudd fra og gjeld til kunder 3 312 991 - 3 312 991 1 751 139 - 1 751 139 663 645 - 663 645

Annen kortsiktig gjeld, herav; 23 530 -18 177 41 707 16 076 -11 120 27 196 9 386 -3 296 12 682

Uopptjent inntekt etableringsgebyr - -18 177 18 177 - -11 120 11 120 - -3 296 3 296

Ansvarlig lånekapital 64 102 -45 000 109 102 - - - -

Betalbar skatt 39 234 110 39 125 - - - -

Sum gjeld 3 439 858 -63 067 3 502 925 1 767 215 -11 120 1 778 335 673 031 -3 296 676 327 -

Aksjekapital 148 369 - 148 369 135 465 - 135 465 89 200 - 89 200

Overkurs 392 645 - 392 645 205 830 - 205 830 101 340 - 101 340

Hybridkapital 45 000 45 000 - - - - - -

Annen innskutt egenkapital 24 912 - 24 912 12 769 - 12 769 3 806 - 3 806

Annen egenkapital 107 340 334 107 005 -19 762 -49 -19 713 -31 055 12 -31 067

Sum egenkapital 718 265 45 333 672 932 334 301 -49 334 351 163 292 12 163 279

Sum gjeld og egenkapital 4 158 123 -17 734 4 175 856 2 101 516 -11 170 2 112 686 836 323 -3 284 839 607

IFRS

justering

IFRS

justering

IFRS

justering


NOTE 3: UTLÅN TIL OG FORDRINGER PÅ KUNDER

Resultatregnskap IFRS NGAAP IFRS NGAAP

Beløp i NOK 1000 2016 2016 2015 2015

Renteinntekter og lignende inntekter 421 897 - 421 897 160 972 - 160 972

Rentekostnader og lignende kostnader 50 287 -2 754 53 041 27 201 - 27 201

Netto renteinntekter 371 610 2 754 368 856 133 771 - 133 771

Provisjonsinntekter og inntekter fra banktjenester 46 507 - 46 507 12 324 - 12 324

Provisjonskostnader og kostnader fra banktjenester 28 881 - 28 881 10 132 - 10 132

Netto provisjoner 17 625 - 17 625 2 193 - 2 193

Nedskrivning (-) / reversering (+) på verdipapirer 1 955 513 1 442 -2 220 -86 -2 134

Lønn m.v. 44 080 - 44 080 29 997 - 29 997

Administrasjonskostnader, herav; 65 083 - 65 083 40 392 - 40 392

Direkte markedsføringskostnad 49 498 - 49 498 30 289 - 30 289

Lønnskostnader og andre administrasjonskostnader 109 164 - 109 164 70 389 - 70 389

Avskrivninger m.v. av varige driftsmidler og

immaterielle eiendeler6 336 - 6 336 4 726 - 4 726

Andre driftskostnader 13 057 - 13 057 7 094 - 7 094

Tap på utlån 85 742 - 85 742 32 750 - 32 750

Totale driftskostnader 212 344 513 212 857 117 179 -86 117 093

Resultat før skatt 176 891 3 267 173 624 18 785 -86 18 871

Skattekostnad 47 723 817 46 906 7 494 -23 7 517

Årsresultat 129 169 2 450 126 718 11 291 -63 11 354

IFRS

justering

IFRS

justering

Utlån til og fordringer på kunder 31.12.2016 31.12.2015 01.01.2015

Brutto lån 2 938 365 1 613 068 446 474

Brutto utestående øvrige rammer (kredittkort) 504 215 24 282 -

Brutto utlån 3 442 580 1 637 350 446 474

Nedskrivninger på utlån 120 577 36 243 4 192

Netto utlån til og fordringer på kunder 3 322 004 1 601 106 442 282

Utlån - Mislighold og tap 31.12.2016 31.12.2015 01.01.2015

Brutto misligholdte lån 241 491 61 650 7 204

Individuelle nedskrivninger på utlån 104 277 27 943 3 192

Nedskrivninger på grupper av utlån 16 300 8 300 1 000

Netto misligholdte lån 120 914 25 407 3 012

Konstaterte tap 2016 2015

Konstaterte tap på utlån 1 408 698

Individuelle nedskrivninger 2016 2015

Individuelle nedskrivninger ved inngangen til perioden 27 943 3 192

+/- Endring individuelle nedskrivninger i perioden 76 334 24 751

Individuelle nedskrivninger pr 31.12 104 277 27 943

Nedskrivning på grupper av utlån 2016 2015

Nedskrivninger på grupper av utlån ved inngangen til perioden 8 300 -

+/- Periodens endring 8 000 7 300 Nedskrivning på grupper av utlån pr 31.12 16 300 7 300


100 % av utlånet er til privatkunder pr. 31.12.2016 (100% pr. 31.12.2015). Banken har ikke noen utstedte garantier pr. 31.12.2016 (ingen pr. 31.12.2015) Nedskrivninger er basert på faktiske observasjoner i utlånsporteføljen samt fremtidige forventninger til kontantstrøm på utlån hvor det er inntruffet tap. Kredittrisiko i utlånsbalansen fordelt etter risikoklasser: Samtlige utlånskunder klassifiseres med egen risikoklasse. Risikoklasse pr. 31.12.2016 er vurdert på bakgrunn av kundeatferd (ved kundeforhold i minimum 12 måneder) eller søknadsscore. For 2015 ble risikoklasse utelukkende basert på søknadsscore og klassifiseringen definert til å være lav, medium og høy.

FORDELING PR. FYLKE

Risikoklasse ved utgangen av året 31.12.2016 31.12.2015 01.01.2015

Lav risiko 33 % 27 % 39 %

Medium risiko 24 % 29 % 21 %

Høyere risiko 36 % 40 % 40 %

Misligholdte 6 % 4 % 0 %

Sum 100 % 100 % 100 %

Aldersfordeling av utlånsbalansen ved utgangen av året 31.12.2016 31.12.2015 01.01.2015

Ikke forfalte utlånsengasjementer 2 619 648 1 342 036 345 150

Forfalt engasjementer inntil 30 dager 481 595 183 322 78 942

Forfalte engasjementer mellom 31-60 dager 69 692 41 628 10 823

Forfalte engasjementer mellom 61 - 90 dager 48 373 11 204 4 355

Forfalte engasjementer 91 dager + 223 273 59 160 7 204

Sum 3 442 580 1 637 350 446 474

Utlån fordelt per fylke 31.12.2016 31.12.2015 01.01.2015

Akershus 416 376 201 395 58 225

Aust-Agder 68 530 31 330 8 296

Buskerud 202 733 98 524 28 468

Finnmark 61 492 28 360 8 451

Hedmark 132 729 60 984 16 675

Hordaland 326 247 147 925 39 987

Møre og Romsdal 162 548 68 568 18 157

Nord-Trøndelag 70 651 32 111 8 117

Nordland 170 560 80 696 20 145

Oppland 118 061 51 095 15 772

Oslo 443 396 244 351 59 404

Østfold 243 486 112 233 30 011

Rogaland 300 698 140 452 37 121

Sogn og Fjordane 45 840 25 926 6 967

Sør-Trøndelag 165 811 77 290 23 700

Telemark 111 893 52 228 13 806

Troms 104 816 50 284 11 180

Vest-Agder 100 814 46 204 12 252

Vestfold 195 900 87 394 29 740

SUM 3 442 580 1 637 350 446 474


NOTE 4: UTLÅN TIL OG FORDRINGER PÅ KREDITTINSTITUSJONER

NOTE 5: SERTIFIKATER OG OBLIGASJONER

Pr. 31.12.2016 var 82,3 % (68,3% pr 31.12.2015) av balanseført verdi knyttet til obligasjonene er notert på Oslo Børs. Resterende andel er notert på Nordic ABM. Effektiv vektet renteinntekt oppnådd i 2016 har vært 1,12 % (1,41% i 2015). Denne er beregnet basert på faktisk renteinntekt pr. måned delt på gjennomsnittlige månedlig balanse.

Utlån til og fordringer på kredittinstitusjoner 31.12.2016 31.12.2015 01.01.2015

Bankinnskudd 498 787 251 692 128 124

hvorav bundne midler utgjør;

Klientmidler (forsikringsformidling) 1 354 250 200

Andre bundne midler 8 642 2 500 -

Bundne skattetrekksmidler 1 900 452 452

Sertifikater, obligasjoner og andre rentebærende verdipapirer

Bankens verdipapirer er fordelt på følgende pr 31.12.2016: RisikovektBalanseført

verdi

Virkelig

verdi

Statsobligasjoner 0 % 50 021 50 021

Obligasjoner med fortrinnsrett 10 % 259 958 259 958

Sum 309 979 309 979



verdi

Virkelig

verdi



Sum 219 982 219 982



verdi

Virkelig

verdi



Sum 243 767 243 767


NOTE 6: IMMATERIELLE EIENDELER OG VARIGE DRIFTSMIDLER

Immaterielle eiendeler består i stor grad av anskaffede og egenutviklede IT-systemer og -rettigheter. Det er ikke foretatt, verken i tidligere eller inneværende periode, regnskapsmessige nedskrivninger på immaterielle eiendeler eller varige driftsmidler.

NOTE 7: AKSJONÆRER

Aksjens pålydende er 1,00 kroner. Alle aksjer har lik aksjeklasse og stemmerett. Det ble i 2014 utstedt 9 900 000 frittstående tegningsretter til selskapets tidlige aksjonærer. Rettighetene er fritt omsettelige. De har løpetid til mars 2019 og tegningskurs 2,50 kroner pr. aksje. I tillegg vises det til note 15 knyttet til bankens incentivprogram.

Immaterielle eiendeler og varige driftsmidler

Type anleggsmiddel InventarKontormaskiner

og lignende

Immaterielle

eiendelerTotalt

Anskaffelseskost 01.01.2015 545 215 12 975 13 735

Tilganger i løpet av perioden 193 - 15 481 15 674

Avganger - - - -


Akkumulerte avskrivninger pr 01.01.2015 81 84 1 829 1 994

Årets avskrivninger 344 70 4 312 4 726


Bokført verdi pr. 31.12.2015 313 61 22 315 22 689

Type anleggsmiddel InventarKontormaskiner

og lignende

Immaterielle

eiendelerTotalt


Tilganger i løpet av perioden 362 - 10 117 10 479

Avganger - - - -

Anskaffelseskost 31.12.2016 1 100 215 38 573 39 888


Årets avskrivninger 128 58 6 408 6 594


Bokført verdi pr. 31.12.2016 547 3 26 024 26 574

Avskrivningsperiode 5 år 3 år 5 år


Bankens 20 største aksjonærer

NOTE 8: SPESIFIKASJON AV GJELD OG ANDRE FORDRINGER

Banken hadde ingen ansvarlig lån pr. 31.12.2015 eller pr. 01.01.2015. Banken har pr. 31.12.2016 ikke ubenyttede kassekreditter eller andre trekkrettigheter. Alle innskudd fra bankens kunder kommer fra privatpersoner. Bankens gjennomsnittlige (vektede) tilbudte rente har for 2016 vært 1,85 %. Beregningen er basert på faktiske rentekostnader og gjennomsnittlig innskuddsbalanse pr. måned. Rentesatser for innskudd og utlån er flytende. Banken tilbyr pr. 31.12.2016 ikke fastrenteinnskudd.

Bankens 20 største aksjonærer pr 31.12.2016: Antall aksjer Eierandel i %

Komplett AS 29 577 591 19,94

Macama AS 12 939 883 8,72

Perm Invest AS 12 252 383 8,26

State Street Bank An S/A Ssb Client 9 885 122 6,66

Alfab Holding AS 7 973 283 5,37

Sanden A/S 7 477 154 5,04

Fondsavanse AS 4 413 900 2,97

Dingja Invest AS 4 369 961 2,95

Aweco Invest AS 4 258 574 2,87

Directmarketing Invest AS 3 275 043 2,21

Svejk Invest AS 3 042 345 2,05

Ivar S Løge AS 3 000 000 2,02

Khaya AS 1 911 403 1,29

Tannreg AS 1 871 340 1,26

Aars AS 1 562 500 1,05

Ursulf AS 1 545 000 1,04

Sniptind Invest AS 1 541 423 1,04

Mp Pensjon Pk 1 501 688 1,01

Laboremus Industrier AS 1 439 534 0,97

Tjk Invest AS 1 345 651 0,91

Sum 20 største 115 183 778 77,6

Øvrige aksjonærer 33 185 348 22,4SUM 148 369 126 100,0

Bankens 20 største aksjonærer pr 31.12.2015: Antall aksjer Eierandel i %

Komplett AS 27 079 990 20,0

Macama AS 11 847 209 8,8

Perm Invest AS 11 847 209 8,8

State Street Bank & S/A Ssb Client 9 050 399 6,7

Fondsavanse AS 8 609 332 6,4

Sundt AS 7 446 801 5,5

Alfab Holding AS 7 300 000 5,4

Sanden A/S 6 845 904 5,1

Aweco Invest AS 5 866 948 4,3

Dingja Invest AS 4 000 951 3,0

Ivar S Løge AS 4 000 000 3,0

Directmarketing Invest AS 2 998 491 2,2

Svejk Invest AS 2 823 595 2,1

Mp Pensjon Pk 2 112 853 1,6

Høgset Holding AS 1 835 186 1,4

Khaya AS 1 750 000 1,3

Ursulf AS 1 420 000 1,1

Hava Financials AS 1 260 786 0,9

Contribute AS 1 205 000 0,9

Tanja A/S 900 000 0,7

Sum 20 største 120 200 654 88,7

Øvrige aksjonærer 15 264 346 11,3

Sum 135 465 000 100,0

Spesifikasjon av gjeld og andre fordringer

Bankens andre fordringer består av: 31.12.2016 31.12.2015 01.01.2015

Andre fordringer 763 154 337

Sum andre fordringer 763 154 337

Bankens annen kortsiktig gjeld består av: 31.12.2016 31.12.2015 01.01.2015

Leverandørgjeld 2 976 1 858 1 921

Øvrig korts iktig gjeld 20 554 14 218 7 465

Sum gjeld 23 530 16 076 9 386

Spesifikasjon av ansvarlig lån

Bankens ansvarlig lån består av: ISIN Avtalt rente 31.12.2016

Ansvarlig obligasjonslån NO 0010757768 3 mnd NIBOR + 5,0 % 64 102

Sum ansvarlig lån 64 102


NOTE 9: POSTER UTENOM BALANSE

Det foreligger ingen kjent informasjon om vesentlige usikre forpliktelser eller betingede eiendeler pr. 31.12.2016 og 31.12.2015 utover det som er omtalt i årsrapportene. Ubenyttede rammer og kredittfasiliteter pr. 31.12.2016 var 962,9 millioner kroner (330,2 millioner kroner pr.31.12.2015). Innvilgede og tilbudte lån som ikke er utbetalt var 229,7 millioner kroner pr 31.12.2016 (112,1 millioner kroner pr.31.12.2015).

NOTE 10: KAPITALDEKNING

Endringer i kapitaldekningen for 2016, sammenlignet med årsrapport 2016, skyldes overgang til IFRS. Endringen for 2015 skyldes i all hovedsak at det er Q1 2016 ble sendt inn korrigert kapitaldekningsoppgave for 31.12.2015 hvor linjen operasjonell risiko ble justert.

Kapitaldekning

31.12.2016 31.12.2015 01.01.2015

Ansvarlig kapital

Aksjekapital 148 369 135 465 89 200

Overkurs 392 645 205 830 101 340

Annen Egenkapital 132 251 -6 993 -27 248

Fradrag:

Immaterielle eiendeler 26 024 28 207 21 218

Ren kjernekapital 647 241 306 095 142 074

+ Annen kjernekapital 45 000 - -

Kjernekapital 692 241 306 095 142 074

+ Tilleggskapital 64 102 - -

Netto ansvarlig kapital 756 343 306 095 142 074

Beregningsgrunnlaget fordeler seg som følger:

Kredittrisiko

Institusjoner 99 757 50 338 25 625

Massemarkedsengasjementer 2 581 935 1 228 012 334 855

Obligasjoner med fortrinnsrett 25 996 19 976 23 312

Øvrige engasjementer 1 313 528 931

Operasjonell risiko 489 792 254 933 70 688

Sum beregningsgrunnlag 3 198 793 1 553 787 455 412

Ren kjernekapital (%) 20,23 % 19,70 % 31,20 %

Kjernekapital (%) 21,64 % 19,70 % 31,20 %

Ansvarlig kapital (%) 23,64 % 19,70 % 31,20 %


NOTE 11: SPESIFIKASJON AV RENTER OG PROVISJONER

Det har vært inntektsført 14 125 TNOK i renteinntekter på nedskrevne lån i 2016 (3 382 TNOK i 2015).

NOTE 12: YTELSER TIL ANSATTE OG INNLEIDE SAMT GODTGJØRELSER TIL TILLITSMENN

* Gjelder kostnader for innleid arbeidskraft. Gjennomsnittlige antall årsverk (inkl innleide) for 2016 har vært 31 personer. Det er ikke avgitt sikkerhetsstillelse til noen av bankens ansatte, tillitsmenn eller noen av deres nærstående i 2016. Enkelte ansatte har kredittkortgjeld til banken pr. 31.12.2016. Alle ansatte som har bankens kredittkort har dette til ordinære vilkår og betingelser. Alle fast ansatte, totalt 34 personer pr. 31.12.2016, er omfattet av bankens pensjonsordning. Ordningen er innskuddsbasert og er tegnet hos Storebrand. Banken er pliktig til å etablere en pensjonsordning etter Lov om Obligatorisk Tjenestepensjon (OTP). Ordningen tilfredsstiller lovens krav. For variabel godtgjørelse vises det til note 15.

Renteinntekter

Renteinntekter fordeler seg som følger: 2016 2 015

Renteinntekter på utlån til kunder 417 715 156 551

Renteinntekter knyttet ti l investeringer i verdipapirer 3 268 3 416

Renteinntekter på innskudd i øvrige banker 914 1 005

Sum renteinntekter 421 897 160 972

Andre gebyrer og provisjonsinntekter

Andre gebyrer og provisjonsinntekter 2 016 2 015

Formidlingsprovisjoner 20 476 3 295

Gebyrer og lignende 26 031 9 029

Sum andre gebyrer og provisjonsinntekter 46 507 12 324

Andre gebyrer og provisjonskostnader

Andre gebyrer og provisjonskostnader 2 016 2 015

Kostnader til låneformidlere 18 066 9 098

Øvrige gebyrkostnader 10 815 1 033

Sum andre gebyrer og provisjonskostnader 28 881 10 132

Lønn og relaterte ytelser 2 016 2 015

Lønn 28 455 21 644

Arbeidsgiveravgift 3 543 2 151

Pensjonskostnader 1 439 840

Andre ytelser 1 819 749

Øvrige lønnsrelaterte kostnader* 8 824 4 613

Sum lønnskostnader og relaterte kostnader 44 080 29 997

Godtgjørelser til styrende organer 2016 2015

Live Haukvik (Styrets leder) 200 150

Alexander Kopp (Styremedlem) 150 100

Bodil Palma Hollingsæter (Styremedlem) 150 100

Casper Wakefield (Styremedlem) 150 100

Representantskapet 0 68

Kontrollkomité 85 53

Sum godtgjørelser til styrende organer 735 571


Informasjon om selskapets godtgjørelsesordning I forskrift om godtgjørelsesordninger i finansinstitusjoner m.v., fremgår det at foretaket skal offentliggjøre informasjon om hovedprinsippene for fastsettelse av godtgjørelse, kriterier for fastsettelse av eventuell variabel godtgjørelse, samt kvantitativ informasjon om godtgjørelse til ledende ansatte, til ansatte med arbeidsoppgaver av vesentlig betydning for foretakets risikoeksponering, til ansatte med kontrolloppgaver og tillitsvalgte med tilsvarende godtgjørelse. Informasjonen nedenfor i denne noten, herunder styrets erklæring om fastsettelse av lønn og annen godtgjørelse, utgjør slik informasjon. Erklæringen og retningslinjene gjelder i forhold til alle ansatte, herunder administrerende direktør og andre ledende ansatte. For 2016:

For 2015:

*Oppgitt verdi er basert på markedsverdi på tildelingstidspunkt. ** Oppgitt verdi relaterer seg til verdi av tildelte bonusopsjoner som er opptjent basert på arbeidsinnsats i 2015. Kun deler av verdien oppgitt i denne note gjelder innvunnede opsjoner. Se nærmere opplysninger i note 15. Det foreligger ingen avtaler om å gi særskilt vederlag til ledende ansatte ved fratredelse eller endring av ansettelsesforholdet. For øvrig vises det også til note 15 vedrørende variable godtgjørelser og aksjeopsjonsprogram for ansatte, som også omfatter ledende ansatte.

Følgende honorar til revisor er kostnadsført

(inkl. MVA) og tilhører 20162 016 2 015

Lovpålagt revisjon 382 365

Attestasjonstjenester og bistand 58 70

Øvrige kostnader 130 34

Sum honorar til revisor 570 469

Kontantbasert

inkl feriepenger

opptjent

tidligere år

Verdi av

tildelte

aksjeopsjoner*

Variabel

avlønning**

Andre

ytelserPensjon

Administrerende direktør 1 457 726 360 9 66 2 618

Økonomidirektør 1 073 325 260 9 66 1 733

Kredittdirektør 1 136 361 288 9 66 1 860

Driftsdirektør 1 073 325 260 9 66 1 733

Direktør Marketing og IT 980 429 260 9 66 1 744

Leverandør- og compliancedirektør 975 446 180 9 66 1 676

Strategidirektør 180 1 020 131 9 66 1 406

Sum 5 719 3 632 1 739 63 462 9 688

Fastlønn Øvrige ytelser

SUMLønn og godtgjørelse til ledende ansatte

Kontantbasert

inkl feriepenger

opptjent

tidligere år

Verdi av

tildelte

aksjeopsjoner*

Variabel

avlønning**

Andre

ytelserPensjon

Administrerende direktør 1 550 597 360 9 67 2 583

Økonomidirektør 1 103 300 240 9 67 1 719

Kredittdirektør 1 129 462 280 9 67 1 947

Driftsdirektør 1 069 300 240 9 67 1 685

Direktør Marketing og IT 993 396 240 9 67 1 705

Leverandør- og compliancedirektør 675 225 0 9 44 953

Strategidirektør 0 847 0 9 27 883

Sum 5 844 3 127 1 360 63 406 9 639

Fastlønn Øvrige ytelser

SUMLønn og godtgjørelse til ledende ansatte


Styret vil legge følgende retningslinjer for kompensasjon frem for avstemming på generalforsamlingen i henhold til allmennaksjeloven paragraf 6-16a: "Styrets erklæring om fastsettelse av lønn og annen godtgjørelse til ledende ansatte Selskapets samlede godtgjørelsesordninger skal fremme adferd som bygger ønsket kultur i forhold til prestasjons- og resultatorientering. Samlet godtgjørelse skal bidra til at selskapet tiltrekker seg og beholder ansatte med ønsket profil med hensyn til egenskaper, kompetanse og erfaring. Godtgjørelsesordningen skal bidra til å fremme og gi incentiver til god styring av og kontroll med foretakets risiko, motvirke for høy risikotaking og bidra til å unngå interessekonflikter.

A. Veiledende retningslinjer for det kommende regnskapsåret Styret fastsetter godtgjørelsen for administrerende direktør. Administrerende direktør fastsetter godtgjørelsen for øvrige ledende ansatte i samråd med styrets leder. For andre ansatte fastsetter administrerende direktør godtgjørelser. Naturalytelser som ikke er vesentlige i forhold til fastlønn fastsettes for alle ansatte av administrerende direktør. Som ledende ansatte regnes selskapets ledergruppe. Godtgjørelse for alle ansatte består av fastlønn, naturalytelser, variabel godtgjørelse og pensjons- og forsikringsordninger. For ledende ansatte og nøkkelpersoner fastsettes godtgjørelsen på bakgrunn av en helhetlig vurdering hvor hovedvekten i den variable delen av godtgjørelsen baseres på oppnådde resultater, balansestyring (herunder soliditet og likvidstyring), gjennomføring av selskapets strategiplan og etterlevelse av vedtatte rammer for risikotoleranse. I vurderingen skal overordnet måloppnåelse, utvikling over tid og selskapets langsiktige interesser hensyntas. Den samlede vurdering skal bygge på både kvantitative og kvalitative forhold. De konkrete forhold som vektlegges skal være tilpasset den enkeltes funksjon og ansvarsområde. Vurderingen skal baseres på en kombinasjon av vurdering av vedkommende person, vedkommende forretningsenhet og foretaket som helhet. Ved måling av resultater skal risiko for foretaket og kostnader knyttet til kapital og likviditet hensyntas. Grunnlag for variabel godtgjørelse knyttet til foretakets resultater skal for disse ansatte være en periode på minst to år. Fastlønnen skal vurderes minst årlig og fastsettes blant annet på bakgrunn av lønnsutviklingen i samfunnet generelt og i finansnæringen spesielt. Selskapets variable godtgjørelsesordninger skal ha til hensikt å belønne adferd og påvirke kultur som sikrer langsiktig verdiskaping og fornuftig risikotaking. Styret foretar en årlig vurdering av maksimalt nivå for variable godtgjørelser. Det kan i tillegg benyttes engangsgodtgjørelser dersom dette vurderes nødvendig for å tiltrekke eller beholde ansatte. Det kan videre gis naturalytelser i tråd med alminnelig praksis samt for å fremme fysisk aktivitet blant ansatte. Naturalytelser skal ikke være vesentlige i forhold til fastlønn. Det er ikke avtalt etterlønn eller sluttvederlag ved eventuell avslutning av arbeidsforholdet for noen ansatte. Alle ansatte omfattes av innskuddsbasert pensjonsordning med 6 % av lønn fra 1-7 G og med 12% av lønn fra 7-12 G. Det er ikke avtalt andre pensjonsordninger for noen ansatte.

B. Bindende retningslinjer for godtgjørelse i form av aksjer, tegningsretter, opsjoner m.v. for det kommende regnskapsår

Avtaler om at inntil 33 % av fastlønn honoreres i form av aksjer eller aksjebaserte instrumenter mot at det foretas tilsvarende avkortning i de ordinære lønnsytelsene kan inngås eller endres. Administrerende direktør avgjør hvem som skal omfattes av kategorien "andre nøkkelpersoner" og kan inngå avtaler om å avvike fra de angitte minstenivåer.


All variabel lønn for ledende ansatte og nøkkelpersoner skal gis i form av aksjeopsjoner. Utbetalinger under denne ordningen for variabel lønn fordeles utover med bindingstid (utsatt og betinget) slik at 3/6 av tildelte opsjoner fristilles ved tildeling og ytterligere inntil 1/6 fristilles årlig over en treårsperiode. Den utsatte og betingede utbetalingen skal følge godtgjørelsesforskriftens bestemmelser og skal kunne reduseres dersom resultatutviklingen i selskapet eller etterfølgende resultater tilsier dette. Andre ansatte kan gis mulighet for selv å kunne velge om variabel lønn skal være aksjeopsjonsbasert. For disse kan opsjoner fristilles fullt ut ved tildeling. Engangsgodtgjørelser kan være aksjeopsjonsbasert. Aksjeopsjoner tildelt under disse ordningene skal være til full markedsverdi. Styret fastsetter de nærmere retningslinjer og kriterier for disse ordningene.

C. Redegjørelse for lederlønnspolitikken i foregående regnskapsår Selskapet har fulgt de retningslinjer som ble behandlet av ordinær generalforsamlingen i 2016.

D. Redegjørelse for virkningene for selskapet og aksjeeierne av nye eller endrede avtaler om godtgjørelse utenom fast lønn

Det er styrets vurdering at de avtaler om godtgjørelser som er videreført, inngått eller endret i 2016 har bidratt til å sikre selskapet tilgang på ansatte med ønsket profil og at avtalene er til fordel for selskapet og aksjonærene." Aksjer eid* av ledende ansatte og medlemmer av styret

* Enten eid direkte eller gjennom eierskap i et juridisk selskap, inklusiv aksjer eid indirekte gjennom selskaper der vedkommende kontrollerer aksjemajoriteten.

Aksjer eid* av ledende ansatte, medlemmer

av styret/kontrollkomiteAntall aksjer

Prosentvis

eierandelAntall aksjer

Prosentvis

eierandel

Adminstrerende direktør Raimond Pettersen 7 973 283 5,37 % 7 300 000 5,39 %

Økonomidirektør Kristian Sjuve 3 042 345 2,05 % 2 823 595 2,08 %

Kredittdirektør Tommy Österlund 1 911 403 1,29 % 1 750 000 1,29 %

Driftsdirektør Niels Harald Ursin-Holm 1 545 000 1,04 % 1 420 000 1,05 %

Leder Marketing og IT Steffen Ryengen 1 311 250 0,88 % 1 205 000 0,89 %

Strategidirektør Jan Haglund 739 215 0,50 % 615 794 0,45 %

Leverandør- og compliancedirektør Wilhelm B. Thomassen 4 369 961 2,95 % 4 000 951 2,95 %

Styremedlemmer - 1 339 962 0,90 % 1 234 943 0,91 %

Nærstående til alle nevnt ovenfor - 43 689 0,03 % 40 000 0,03 %

Sum 22 276 108 15,01 % 20 390 283 15,05 %

31.12.2016 31.12.2015

Navn


NOTE 13: SPESIFIKASJON AV KOSTNADER

NOTE 14: SKATT

Administrasjonskostnader

Spesifikasjon av administrasjonskostnader 2 016 2 015

Markedsføringskostnader 49 498 30 289

IT-kostnader 10 919 7 596

Øvrige administrasjonskostnader 4 666 2 507

Sum administrasjonskostnader 65 083 40 392

Andre driftskostnader

Spesifikasjon av andre driftskostnader: 2 016 2 015

Leie av lokaler 1 930 1 132

Forsikring 474 255

Honorar knyttet ti l eksterne tjenester 7 947 4 613

Øvrige andre driftskostnader 2 136 624

Ekstern revisjon 570 469

Sum andre driftskostnader 13 057 7 094

Skatt

Årets skattekostnad fordeler seg på: 2016 2015


Permanente forskjeller 12 183 8 970

Skattekostnad 47 269 7 494

For lite avsatt skatt 2015 452 -

Sum skattekostnad 47 723 7 494

Beregning av årets skattegrunnlag:

Resultat før skattekostnad 176 891 18 785

Permanente forskjeller 12 183 8 970

Endring i midlertidige forskjeller 71 33

Årets skattegrunnlag 189 145 27 788

Oversikt over midlertidige forskjeller:

Fordringer - -

Varige driftsmidler -70 1

Immaterielle eiendeler - -

Øvrige poster - -

Sum -70 1

Fremførbart underskudd - 21 759

Utsatt skattefordel -17 -5 892


NOTE 15: AKSJEOPSJONSPROGRAM

Banken har etablert et aksjeopsjonsprogram for alle ansatte. Ordningen gjelder både ansattes faste og eventuelle variable avlønning. Fastsetting av opsjonsverdi for de tildelte opsjonene gjøres med utgangspunkt i beregnet full markedsverdi på tildelingstidspunktet basert på observert omsetningskurs på tildelingstidspunktet og Black & Scholes opsjons-prisingsmodell. Risikofri rente, ved å anvende 5-årig statsobligasjoner, anvendes som forutsetning i beregning. Videre er det benyttet volatilitet på 46 %. Fast pris for utøvelse av posisjonene er 1,- kr for alle utestående opsjoner. For opsjoner tildelt i 2015 og senere er det også en variabel pris for utøvelse av posisjonene som tilsvarer arbeidsgiveravgiften på utøvelsestidspunktet. Verdien av tildelte og opptjente opsjoner er bokført mot annen innskutt egenkapital. Banken har et bonusprogram for alle ansatte som er vurdert å tilfredsstille kravene til variable godtgjørelsesordninger. All variabel godtgjørelse for ledende ansatte og nøkkelpersonell gis i form av aksjeopsjoner med bindingstid (utsatt og betinget) slik at 3/6 av tildelte opsjoner fristilles ved tildeling og ytterligere inntil 1/6 fristilles årlig over en treårsperiode. For andre ansatte kan variabel godtgjørelse være kontantbasert eller i form av aksjeopsjoner og eventuelle opsjoner fristilles fullt ut ved tildeling. Oversikt over tildelte, utøvede og utestående opsjoner:

Det forventes at samtlige opsjoner vil bli utøvet. Ingen aksjeopsjoner er pr. dags dato tildelt basert på opptjening i 2016. I tråd med selskapets retningslinjer for variable godtgjørelser skjer en eventuell tildelingen først senere i 2017, etter årsregnskap for 2016 er behandlet

2016 2015


25 %/27% skatt av resultat før skatt 44 223 5 072

25 %/27% av permanente forskjeller 3 046 2 422

Feil beregnet skatt i 2015 452 -

Beregnet skattekostnad 47 723 7 494

Forklaring til hvorfor årets skattekostnad ikke utgjør

25 % (27% i 2015) av resultat før skatt:

Opsjoner Fastlønn Variabel lønn Sum

Tildelt i 2014 566 206 566 206

Tildelt i 2015 2 510 426 888 675 3 399 101

Tildelt i 2016 850 669 351 368 1 202 037

Sum tildelt 3 927 301 1 240 043 5 167 344

Innløst pr 1.1.2016 65 000 65 000

Innløst i 2016 65 000 65 000

Totalt utestående opsjoner

31.12.20163 797 301 1 240 043 5 037 344

Utløpsdato for opsjonene:

2019 566 206 - 566 206

2020 2 547 395 888 675 3 436 070

2021 602 700 351 368 954 068

2022 81 000 81 000


av generalforsamlingen. Kostnad for variabel godtgjørelse for 2016 er bokført med 4,8 millioner kroner. Ved en eventuell tildeling vil det eksakte antall bonusopsjoner avhenge av aksjens markedsverdi på tildelingstidspunktet og andre faktorer slik som beskrevet innledningsvis i denne noten.

NOTE 16: LIKVIDITETS- OG RENTERISIKO

Styret har fastsatt retningslinjer som setter rammer for maksimal renterisiko. Pr. dags dato tilbys ikke fastrentebetingelser. Overvåking og rapportering av renterisiko skjer løpende i henhold til fastsatte instrukser. Pr. 31.12.2016:

Gjeldsposten ansvarlig lån inkluderer fremtidige renter. Pr. 31.12.2015:

Fordeling av løpetid - likviditetsrisiko

EIENDELERInntil 3

måneder

Fra 3 måned

inntil 1 år

Fra 1 år

inntil 5 år

Uten

løpetidSum

Utlån til og fordringer på kredittinstitusjoner - - - 498 787 498 787

Netto utlån til og fordringer på kunder - - - 3 322 003 3 322 003

Sertifikater og obligasjoner 44 951 20 077 244 951 - 309 979

Øvrige eiendeler uten definert løpetid - - - 27 354 27 354

Sum eiendelsposter 44 951 20 077 244 951 3 848 144 4 158 123

GJELDInntil 1

måned

Fra 1 måned

inntil 1 år

Fra 1 år

inntil 10 år

Uten

løpetid Sum

Innskudd fra og gjeld til kunder - - - 3 312 991 3 312 991

Ansvarlig lån - - 99 982 - 99 982

Øvrige gjeld 2 976 59 789 - - 62 765

Sum gjeld 2 976 59 789 99 982 3 312 991 3 475 738


EIENDELERInntil 3

måneder

Fra 3 måned

inntil 1 år

Fra 1 år

inntil 5 årUten løpetid Sum


Netto utlån til og fordringer på kunder - - - 1 601 106 1 601 106

Sertifikater, obligasjoner og andre rentebærende verdipapirer 14 982 15 065 189 935 - 219 982



GJELDInntil 1

måned

Fra 1 måned

inntil 1 år

Uten

løpetid Sum

Innskudd fra og gjeld til kunder - - 1 751 139 1 751 139

Øvrige gjeld 3 667 12 409 - 16 076

Sum gjeld 3 667 12 409 1 751 139 1 767 215


Pr. 01.01.2015

Banken har ingen finansielle instrumenter som ikke er balanseført pr. 31.12.2016 (ingen pr. 31.12.2015 eller pr. 01.01.2015). Alle postene er i norske kroner. Se for øvrig årsberetning for mer informasjon og omtale av bankens likviditetsrisiko.

Ulik rentebindingstid for eiendeler og gjeld vil gi renterisiko for banken. Nedenfor følger en oppsummering av gjenværende tid til avtalt / sannsynlig renteregulering for eiendeler og gjeld: Pr. 31.12.2016:


EIENDELERFra 3 måned

inntil 1 år

Fra 1 år

inntil 5 årOver 5 år

Uten

løpetidSum


Netto utlån til og fordringer på kunder - - - 442 282 442 282

Sertifikater og obligasjoner 5 073 208 493 30 201 - 243 767


Sum eiendelsposter 5 073 208 493 30 201 592 556 836 323

GJELDFra 1 måned

inntil 1 år

Fra 1 år inntil

10 år Uten rente Sum

Innskudd fra og gjeld til kunder - - 663 645 663 645

Øvrige gjeld 9 386 - - 9 386

Sum gjeld 9 386 - 663 645 673 031

Renterisiko

EIENDELER Inntil 1 mnd

Fra 3

måneder

inntil 1 år

Uten rente Sum

Utlån til og fordringer på kredittinstitusjoner 498 787 - - 498 787

Netto utlån til og fordringer på kunder - 3 322 003 - 3 322 003

Sertifikater og obligasjoner - 309 979 - 309 979

Øvrige eiendeler uten definert løpetid - - 27 354 27 354


GJELD

Fra 1 måned

inntil 3

måneder

Uten rente Sum

Ansvarlig lån 64 102 - 64 102

Innskudd fra og gjeld til kunder 3 312 991 - 3 312 991

Øvrige, ikke rentebærende, gjeld - 62 765 62 765

Sum gjeld 3 377 093 62 765 3 439 858


Pr. 31.12.2015:

Pr. 01.01.2015

EIENDELER Inntil 1 mndFra 3 måned

inntil 1 år

Fra 1 år

inntil 5 årUten rente Sum

Utlån til og fordringer på kredittinstitusjoner 251 692 - - - 251 692

Netto utlån til og fordringer på kunder - 1 601 106 - - 1 601 106

Sertifikater, obligasjoner og andre rentebærende verdipapirer 214 820 5 162 - 219 982



GJELD

Fra 1 måned

inntil 3

måneder

Uten rente Sum

Innskudd fra og gjeld til kunder 1 751 139 - 1 751 139

Øvrige, ikke rentebærende, gjeld - 16 076 16 076

Sum gjeld 1 751 139 16 076 1 767 215

EIENDELER Inntil 1 mndFra 1 mnd

inntil 3 mnd

Fra 1 år

inntil 5 årUten rente Sum

Utlån til og fordringer på kredittinstitusjoner 128 124 - - - 128 124

Netto utlån til og fordringer på kunder - 442 282 - - 442 282

Sertifikater og obligasjoner - 238 363 5 404 - 243 767



Det foreligger ingen eiendelsposter i intervallet mellom 3-12 måneder eller over 5 år.

GJELD

Fra 1 måned

inntil 3

måneder

Fra 1 måned

inntil 3

måneder

Uten rente Sum

Innskudd fra og gjeld til kunder - 663 645 - 663 645

Øvrige, ikke rentebærende, gjeld - - 9 386 9 386

Sum gjeld - 663 645 9 386 673 031

Renterisiko - Sensitivitet ved 1 %-poeng endring i rentekurven (TNOK): 31.12.2016 31.12.2015 01.01.2015

Utlån til og fordringer på kredittinstitusjoner 724 419 214

Netto utlån til og fordringer på kunder 5 688 2 693 738

Sertifikater, obligasjoner og andre rentebærende verdipapirer 804 681 853

Øvrige eiendeler uten definert løpetid - - -

Sum eiendelsposter 7 216 3 793 1 805

Innskudd fra og gjeld til kunder -5 521 -2 918 -1 106

Ansvarlig lån -275 - -

Øvrige gjeldsposter uten rente - - -

Sum gjeld -5 796 -2 918 -1 106

Sum netto renterisiko 1 420 875 699


NOTE 17: RESULTAT PR. AKSJE OG NØKKELTALL

Resultat etter skatt for 2016 utgjør 4,13 % (0,72% i 2015) av gjennomsnittlig forvaltningskapital gjennom året. Gjennomsnittlig forvaltningskapital er beregnet basert på kvartalstall.

NOTE 18: NÆRSTÅENDE PARTER OG ØVRIGE OPPLYSNINGER

Det foreligger en samarbeidsavtale mellom Komplett AS og Komplett Bank ASA. Avtalen omhandler IP-rettigheter, markedsføringssamarbeid og øvrige tjenester. Avtalen ble inngått 4. oktober 2013 og har en varighet på 5 år. Avtalen kan deretter fornyes etter avtale mellom partene. For 2016 har Komplett Bank kostnadsført 3,7 millioner kroner (1,5 millioner kroner i 2015) knyttet til denne avtalen. Skyldig gjeld pr. 31.12.2016 til Komplett AS er 1,2 millioner kroner (0,6 millioner kroner pr. 31.12.2015 og 0,1 millioner kroner pr. 01.01.2015). Videre er det inngått en avtale om produktsamarbeid relatert til bankens kredittkort med tilhørende fordelsprogram. Avtalen har blant annet som formål å fremme salg og bruk av bankens kredittkort og bidra til å fremme omsetning for Komplett. Det er inngått leie av forretningslokaler i Vollsveien 2A, 1366 Lysaker. Leieavtalen utløper 31.12.2021. Årlig minimumsleie avtalt i perioden er 1,8 millioner kroner. Banken har ikke øvrige vesentlige leieavtaler. Det er inngått prosjektavtale med Komplett AS om utvikling av løsning for integrering av bankens produkter i Komplettgruppens kasseløsninger.

Resultat pr aksje og nøkkeltall 2016 2015

Antall aksjer pr 1.1 135 465 000 89 200 000

Antall nyutstedte aksjer 65 000 46 200 000

Antall nyutstedte aksjer 12 500 000 30 000

Antall nyutstedte aksjer 339 126 35 000

Antall aksjer pr 31.12 148 369 126 135 465 000

Gjennomsnittlig antall aksjer 139 782 535 125 028 205

Resultat etter skatt (tall i hele kroner) 129 168 556 11 291 265

Antall aksjer pr 31.12 148 369 126 135 465 000

Resultat pr aksje (basert på antall pr 31.12 i kr 0,87 0,08


Gjennomsnittlig antall aksjer 139 782 535 125 028 205

Resultat pr gjennomsnittlig antall aksjer i kr 0,92 0,09


Antall aksjer og utestående opsjoner pr 31.12 153 536 470 139 430 307

Resultat pr aksje og utestående opsjoner i kr 0,84 0,08


Antall aksjer/ utestående opsjoner / tegningsretter pr 31.12 163 436 470 149 330 307

Resultat pr aksje/utestående opsjoner /tegningsretter i kr 0,79 0,08


NOTE 19: RISIKOSTYRING

Generelt Styret har fastsatt ulike policyer for styring og kontroll av sentrale risikoer. I policyene, som oppdateres jevnlig, fremgår det både kvantitative risikorammer samt relevante kvalitative retningslinjer. Styret mottar compliance og risikokontrollrapporter, relatert til de fastsatte policyene, fra administrasjonen jevnlig og etter behov. Banken er eksponert for ulik typer forretningsrisiko. Operasjonell risiko og kredittrisiko er to sentrale risikoen som nærmere omtales nedenfor. Operasjonell risiko Bankens strategi for operasjonell risiko er definert i banken policy for operasjonell risiko. I henhold til bankens

overordnede prinsipper skal det foreligge rutiner for identifisering av og rapportering vedrørende operasjonell

risiko. Operasjonell risiko skal måles og styres basert på systematiske vurderinger av operasjonelle risikofaktorer

og operasjonelle risikovurderinger. Dette skal inngå som en integrert del av beslutningsprosessen i banken.

Målemetodene som benyttes skal utfylle målemetodene for andre hovedkategorier av risiko.

Kredittrisiko Bankens overordnede strategi for kredittrisiko er definert i bankens kredittpolicy. Av de overordnede prinsippene fremgår det blant annet følgende:

o Banken utlån skal kun være til privatpersoner o Bankens utlån skal være godt diversifisert

o Alle kunder skal kredittvurderes o I tillegg til kredittscoreregler må kunden også aksepteres i henhold til bankens policyregler og

bankens krav til betjenings- og betalingsevne samt betalingsvilje

NOTE 20: KLASSIFISERING AV FINANSIELLE INSTRUMENTER

31.12.2016 31.12.2015 01.01.2015 31.12.2016 31.12.2015 01.01.2015

Eiendeler

Utlån til og fordringer på kredittinstitusjoner - - - 498 787 251 692 128 124

Utlån til kunder - - - 3 322 003 1 601 106 442 282

Sertifikater og obligasjoner 309 979 219 982 243 767

Sum finansielle eiendeler 309 979 219 982 243 767 3 820 790 1 852 798 570 406

Gjeld

Innskudd fra kunder - - - 3 312 991 1 751 139 663 645

Ansvarlig lånekapital - - - 64 102 - -

Sum finansielle forpliktelser - - - 3 377 093 1 751 139 663 645

Finansielle intrumenter (holdt for omsetning) til

virkelig verdi over resultatet

Finansielle eiendeler og gjeld vurdert til amortisert

kost


NOTE 21: FINANSIELLE INSTRUMENTER VURDERT TIL VIRKELIG VERDI

Finansielle instrumenter til virkelig verdi plasseres i de ulike nivåene nedenfor basert på kvaliteten av markedsdata for den enkelte type instrument. Nivå 1: Verdsettelse basert på noterte priser i aktivt marked I nivå 1 plasseres finansielle instrumenter som verdsettes ved bruk av noterte priser i aktive markeder for identiske eiendeler eller forpliktelser. I kategorien inngår statsobligasjoner som omsettes i aktive markeder. Nivå 2 Verdsettelse basert på observerbare markedsdata I nivå 2 plasseres finansielle instrumenter som verdsettes ved bruk av informasjon hvor priser direkte eller indirekte er observerbare for eiendelene eller forpliktelsene. I kategorien inngår bankens plasseringer i obligasjoner med fortrinnsrett. Nivå 3 Verdsettelse basert på annet enn observerbare markedsdata Dersom verdsettelse ikke kan fastsettes i nivå 1 eller 2 benyttes verdsettelsesmetoder basert på ikke-observerbare markedsdata.

NOTE 22: HENDELSER ETTER BALANSEDAGEN

Avtalen med Komplett Group som gir Komplett Bank rett til å benytte "Komplett"-varemerket og tilhørende IP-rettigheter er 1. juni 2016 forlenget fra opprinnelig varighet, som var 2018, til en femårsperiode med automatiske ettårige fornyelser frem til en av partene terminerer avtalen. Utvidelsen av denne avtalen er gjort slik at den sammenfaller med ny kommersiell avtalen mellom selskapene om distribusjon av betalings- og finansieringsløsninger. Videre har Komplett Bank den 1.juni 2017 inngått en kommersiell avtale med sin strategiske partner og største eier, Komplett Group om distribusjon av finansierings- og betalingsløsninger. Selskapet inngikk en avtale med en ledende internasjonal aktør om å selge en portefølje av misligholdte lån med en estimert bokført verdi på NOK 340 millioner. Transaksjonen vil redusere bokført tapskostnad og anslås å påvirke resultatet positivt med NOK 39 millioner. Overføring og oppgjør gjennomføres i Q3 2017 med regnskapseffekt i samme kvartal. Selskapet gjennomført en utstedelse av sitt første senior usikrede obligasjonslån juni 2017. Obligasjonslånet, med ISIN NO0010800972, beløper seg til NOK 400 millioner, har en løpetid på 2 år samt en kupong på 3 mnd. NIBOR + 1,55% pr. annum.

Finansielle instrumenter

vurdert til virkelig verdiNivå 1 Nivå 2 Nivå 3 Nivå 1 Nivå 2 Nivå 3 Nivå 1 Nivå 2 Nivå 3

Eiendeler

Sertifikater og obligasjoner 50 021 259 958 - 20 227 199 755 - 10 476 233 291 -

Sum finansielle eiendeler 50 021 259 958 - 20 227 199 755 - 10 476 233 291 -

31.12.2016 31.12.2015 01.01.2015

Interim report 3rd quarter Prepared for prospectus purposes

alse

Typewritten Text

Appendix C


2

Condensed consolidated interim statement of comprehensive income

2017 2016 2017 2016 2016 2015IFRS IFRS IFRS IFRS IFRS IFRS

Amounts n NOK 1000 Note

Interest income 5 199 583 115 279 535 602 282 652 421 897 160 972

Interest expenses 5 25 143 13 068 62 399 35 453 50 287 27 201

Net interest income 5 174 440 102 211 473 203 247 199 371 610 133 771

Income commissions and fees 6 24 232 13 607 63 362 30 625 46 507 12 324

Expenses commissions and fees 6 17 671 6 990 36 010 19 511 28 881 10 132

Net commissions and fees 6 6 561 6 617 27 352 11 114 17 625 2 193

Net gains / losses (-) on certificates and bonds 205 738 1 196 1 505 1 955 -2 220

Salary and other personnel expenses 19 253 11 031 49 486 30 782 44 080 29 997

General administrative expenses 7 31 212 15 969 87 451 45 269 65 083 40 392

Direct marketing expenses 7 20 953 12 525 61 574 33 166 49 498 30 289

Total salary and admin. expenses 50 466 27 000 136 938 76 051 109 164 70 389

Ordinary depreciation 3 983 1 843 9 320 5 126 6 336 4 726

Other expenses 8 5 983 2 953 17 036 8 521 13 057 7 094

Losses on loans 2 -3 197 22 980 68 097 53 683 85 742 32 750

Total operating expenses 57 029 54 039 230 194 141 876 212 344 117 179

Pre-tax operating profit 123 973 54 790 270 361 116 436 176 891 18 785

Tax expenses 31 801 14 436 69 383 31 756 47 723 7 494

Profit after tax 92 171 40 353 200 979 84 680 129 169 11 291

Earnings per share (NOK) 0,62 0,27 1,35 0,57 0,87 0,08

Diluted earnings per share (NOK) 0,60 0,26 1,30 0,55 0,84 0,08

Comprehensive income

Amounts in NOK 1000

Comprehensive income for the period 92 171 40 353 200 979 84 680 129 169 11 291

Three months ended

30 September

Nine months ended

30 SeptemberYear ended 31 December


3

Condensed statement of financial position

-----------------------------------

Bærum, 11 October 2017

Board of Directors, Komplett Bank ASA

2017 2016 2016 2015

IFRS IFRS IFRS IFRS


Assets

Loans and deposits with credit institutions 4, 9 442 368 244 759 498 787 251 692

Net loans to customers 2, 9 4 946 208 2 942 293 3 322 003 1 601 106

Certificates and bonds 9 371 614 319 822 309 979 219 982

Other intangible assets 3 48 343 24 712 26 024 22 315

Deferred tax assets 3 - - 17 5 893

Fixed assets 735 506 550 374

Other receivables 11 13 188 2 393 763 154

Total assets 5 822 454 3 534 485 4 158 123 2 101 516

Equity and liabilities

Deposits from and debt to customers 9 4 290 622 2 751 975 3 312 991 1 751 139

Senior unsecured bond 9 399 125 - - -

Other debt 11 35 333 24 559 23 530 16 076

Subordinated loans 9, 10 64 267 64 047 64 102 -

Tax payable 107 931 23 023 39 234 -

Total liabilities 4 897 278 2 863 603 3 439 858 1 767 215

Share capital 3 148 369 148 369 148 369 135 465

Share premium reserve 3 392 645 391 972 392 645 205 830

Tier 1 capital 3 45 000 45 000 45 000 -

Other paid-in equity 3 32 904 21 994 24 912 12 769

Retained earnings 3 306 259 63 549 107 340 -19 762

Total equity 925 177 670 883 718 265 334 301

Total equity and liabilities 5 822 454 3 534 485 4 158 123 2 101 516

As of 30 September Year ended 31 December


4

Condensed statement of cashflow position

2017 2016 2017 2016 2016 2015

IFRS IFRS IFRS IFRS IFRS IFRS


Cash flow from operating activities

Pre-tax operating profit 123 973 54 790 270 361 116 436 176 891 18 785

Taxes - - - - - -

Ordinary depreciation 3 983 1 843 9 320 5 126 6 336 4 726

Change in loans 2 -288 237 -592 017 -1 593 341 -1 394 820 -1 805 231 -1 194 238

Change in deposits from customers 9 156 089 244 243 977 631 1 000 836 1 561 852 1 087 494

Change in securities 9 -85 606 -10 565 -61 635 -99 840 -89 997 23 768

Change in accruals 11 -109 582 214 872 -31 978 256 528 101 655 47 950

Net cash flow from operating activities -199 380 -86 834 -429 641 -115 734 -48 493 -11 514

Cash flows from investing activities

Investments in fixed assets -55 -39 -1 295 -836 -362 -384

Investments in intangible assets 3 -12 594 -2 298 -30 018 -6 809 -10 117 -15 290

Net cash flow used in investing activities -12 649 -2 336 -31 313 -7 645 -10 479 -15 674

Cash flows from financing activities

Change in paid-in equity 3 3 233 2 955 7 991 9 225 199 719 150 755

Change in subordinated debt 9, 10 55 55 165 64 047 64 102 -

Change in senior unsecured bond 9 399 125 - 399 125 - - -

Change in Tier 1 capital 3 - - - 45 000 45 000 -

Payment to Tier 1 capital investors -920 -920 -2 746 -1 826 -2 754 -

Net cash flow from financing activities 401 492 2 090 404 535 116 446 306 067 150 755

Net cash flow for the period 189 463 -87 080 -56 419 -6 933 247 095 123 567

Cash and cash equivalents at the start of the period 4 252 905 331 839 498 787 251 692 251 692 128 124

Cash and cash equivalents at the end of the period 4 442 368 244 759 442 368 244 759 498 787 251 692

Three months ended

30 September

Nine months ended

30 SeptemberYear ended 31 December


5

Condensed statement of changes in equity

Amounts in NOK 1000

Share

capital

Other paid

in capital

Tier 1

capital

Fund for

unrealized

gains

Retained

earnings

Total

Equity

Equity as at 31.12.2015 135 465 205 830 - 12 769 -19 762 334 301

Share capital increase 12 904 186 142 - - - 199 046

Changes in equity due to share options program - - - 9 225 - 9 225

Net profit for the period - - - - 84 680 84 680

Tier 1 capital - - 45 000 - - 45 000

Paid interest on Tier 1 capital - - - - -1 826 -1 826

Tax effect interest Tier 1 capital - - - - 456 456

Equity as at 30.09.2016 148 369 391 972 45 000 21 994 63 549 670 884

Share capital increase - 673 - - - 673



Paid interest on Tier 1 capital - - - - -928 -928


Equity as at 31.12.2016 148 369 392 645 45 000 24 912 107 341 718 267

Share capital increase - - - - - -



Paid interest on Tier 1 capital - - - - -2 746 -2 746


Equity as at 30.09.2017 148 369 392 645 45 000 32 904 306 259 925 177


6

Notes

Note 1 - General accounting principles

The interim report is prepared in accordance with the accounting principles in the IFRS annual report for 2016 released for the public for prospectus purposes. All numbers are in NOK 1000 unless otherwise specified.

Note 2 – Loans to customers

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Loans to customers 5 035 921 3 442 582 3 032 170

Gross lending 5 035 921 3 442 582 3 032 170

Impairment of loans 89 713 120 577 89 877

Net loans from customers 4 946 208 3 322 005 2 942 293

Defaults and losses

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Gross defaulted loans *) 223 197 241 491 170 731

Individual impairment of loans 78 713 104 277 72 900

Net defaulted loans 144 484 137 214 97 831

Other impairments of loans 11 000 16 300 16 977

*) Defaulted loans comprise of loans which are 91 days or more overdue according to agreed

payment schedule, or loans overdued less than 91 days if earlier been 91 days or more overdue.

Amounts in NOK 1000 Q3 2017 Q3 2016 YTD 2017 YTD 2016 2016

Realized losses in the period - - - 201 1 408

Individual impairment of loans in the period -3 197 17 103 73 397 52 806 76 334

Impairment on groups of loans in the period - 5 877 -5 300 676 8 000

Losses on loans to customers ine the period -3 197 22 980 68 097 53 683 85 742

Norwegian non-performing loans were sold in Q3 2017 with a profit before tax of 39 MNOK

Loans by geographical regions

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Akershus 514 263 416 376 372 029

Aust-Agder 86 644 68 530 58 608

Buskerud 252 627 202 733 178 470

Finnmark 79 676 61 492 54 365

Hedmark 164 676 132 729 118 390

Hordaland 408 273 326 247 286 080

Møre og Romsdal 201 092 162 548 141 844

Nord-Trøndelag 89 166 70 651 60 154

Nordland 204 946 170 560 157 807

Oppland 143 587 118 061 107 975

Oslo 547 769 443 396 381 581

Østfold 289 989 243 486 214 082

Rogaland 371 355 300 698 262 940

Sogn og Fjordane 63 213 45 840 43 897

Sør-Trøndelag 211 214 165 811 143 894

Telemark 138 642 111 893 97 693

Troms 130 811 104 816 95 620

Vest-Agder 128 310 100 814 87 330

Vestfold 246 294 195 900 169 414

Norway 4 272 550 3 442 582 3 032 170

Finland 763 371 - -

Total 5 035 921 3 442 582 3 032 170


7

Risk classes

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016Low 37 % 33 % 27 %

Medium 24 % 24 % 24 %

High 34 % 36 % 43 %

Defaulted loans 4 % 7 % 6 %

Total 100 % 100 % 100 %

Aging of loans

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016Loans not past due 3 784 291 2 619 649 2 408 125

Past due 1 - 30 days 732 922 481 595 331 995

Past due 31 - 60 days 203 546 69 692 93 499

Past due 61 - 90 days 95 428 48 373 39 174

Past due 91+ days 219 734 223 273 159 377

Total 5 035 921 3 442 581 3 032 169

Aging of loans %

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016Loans not past due 75 % 76 % 79 %

Past due 1 - 30 days 15 % 14 % 11 %

Past due 31 - 60 days 4 % 2 % 3 %

Past due 61 - 90 days 2 % 1 % 1 %

Past due 91+ days 4 % 6 % 5 %

Total 100 % 100 % 100 %

All loans to customers are rated from low risk to high risk, based on scoring results and customer

behavoir (minimum 12 months customer relation):


8

Note 3 – Regulatory capital

LCR (Liquidity Coverage Ratio) is 217% and NSFR (Net stable funding ratio) is 146% as of 30.09.2017

Note 4 – Loans and deposit with credit institutions

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Share capital 148 369 148 369 148 369

Share premium 392 645 392 645 391 972

Other equity 339 163 132 252 85 543

Deductions:

Deferred tax asset and other intangible assets 48 343 26 041 24 712

Common equity Tier 1 831 834 647 225 601 172

Tier 1 capital 45 000 45 000 45 000

Core capital 876 834 692 225 646 172

Supplemental capital 64 267 64 102 64 047

Total capital 941 101 756 327 710 219

Calculation basis - amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Loans and deposits with credit institutions (20 %) 88 474 99 757 48 952

Loans to customers (75 %) 3 609 543 2 461 021 2 146 079

Certificates and bonds (10 % and 0 %) 28 168 25 996 25 996

Defaulted loans (100%) 133 484 120 914 80 854

Other assets (100%) 13 923 1 313 2 899

Calculation basis credit risk 3 873 591 2 709 001 2 304 780

Calculation basis operational risk 489 792 489 792 254 933

Total calculation basis 4 363 383 3 198 793 2 559 712

Common equity tier 1 (%) 19,1 % 20,2 % 23,5 %

Core capital (%) 20,1 % 21,6 % 25,2 %

Total capital (%) 21,6 % 23,6 % 27,7 %

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Loans and deposit with credit institutions 442 368 498 787 244 759

Total 442 368 498 787 244 759


9

Note 5 – Net interest income

Note 6 – Net commissions and fees

Note 7 – General administrative expenses

Net interest income


Interest income from loans to customers 159 741 95 778 429 822 244 450 357 131

Interest income from credit cards 38 725 18 365 102 644 35 077 60 583

Interest income from loans and deposits with credit

institutions 199 228 523 702 914

Interest from certificates and bonds 919 908 2 614 2 423 3 268

Total interest income 199 584 115 279 535 603 282 652 421 897

Interest expense from deposit from customers 20 720 12 221 55 046 32 047 45 673

Interest expense from subordinated loan 3 945 847 6 077 2 753 3 964

Other interest expenses 477 - 1 275 654 650

Total interest expenses 25 143 13 068 62 399 35 453 50 287

Net interest income 174 441 102 211 473 204 247 199 371 610


Insurance services 12 219 6 698 32 475 12 632 20 476

Fees 12 013 6 909 30 887 17 993 26 031

Total income commissions and fees 24 232 13 607 63 362 30 625 46 507

Agent provision 10 051 4 810 23 109 11 930 18 066

Other expenses comissions and fees 7 620 2 180 12 901 7 581 10 815

Total expenses commissions and fees 17 671 6 990 36 010 19 511 28 881

Net commissions and fees 6 561 6 617 27 352 11 114 17 625


Direct marketing expenses 20 953 12 525 61 575 33 108 49 498

IT-expenses 4 227 2 512 11 047 6 171 7 928

Other general administrative expenses 6 032 932 14 829 5 990 7 657

Total general administrative expenses 31 212 15 969 87 451 45 269 65 083


10

Note 8 – Other operating expenses

Note 9 – Financial instruments


Rental expenses 422 505 1 545 1 404 1 930

Externatl audit and related services 313 193 1 278 544 768

Other consultants 2 746 783 7 020 2 438 4 250

Insurance 182 144 523 334 474

Other 2 320 1 328 6 670 3 801 5 635

Total other operating expenses 5 983 2 953 17 036 8 521 13 057

Financial instruments

Financial instruments at fair value

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Certificates and bonds - level 1 89 937 50 021 45 077

Certificates and bonds - level 2 281 677 259 959 274 745

Total financial instruments at fair value 371 614 309 979 319 822

Financial instruments at amortized cost

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Loans and deposits with credit institutions 442 368 498 787 244 759

Loans to customers 4 946 208 3 322 003 2 942 293

Total financial assets at amortized cost 5 388 575 3 820 790 3 187 052

Deposits from and debt to customers 4 290 622 3 312 991 2 751 975

Senior unsecured bond 399 125 -

Subordinated loans 64 267 64 102 64 047

Total financial liabilitiies at amortized cost 4 754 014 3 377 093 2 816 022

Financial instruments at fair value is measured at different levels:

Level 1

Financial instruments in level 1 are determined based on quoted prices in active markets for

identical financial instruments available on the balance sheet date.

Level 2

Financial instruments in level 2 are determined based on inputs other than quoted prices, but

where prices are observable either directly or indirectly. These include quoted prices in markets

that are not active.

Level 3

When valuation can not be determined in level 1 or 2, valuation methods based on non-observable

market data are used.

Financial instruments at amortized cost are valued at originally determined cash flows, adjusted

for any impairment losses.


11

Note 10 – Subordinated loan

Note 11 – Receivables and other liabilities

Note 12 – Related parties

Komplett Bank is not a part of a group. However, the Bank's largest shareholder is Komplett AS with 19.94 % of the Shares in the Bank. Komplett Bank is financially and operationally independent of Komplett AS and its affiliated companies (the "Komplett Group"). Komplett AS and the Bank have entered into a cooperation agreement in relation to IP rights, marketing cooperation and other services. The agreement aims to give the Bank the right to use "Komplett Bank" as its name, and the profile and graphic design of komplett.no. The agreement gives the Bank the right to use all the intellectual property rights of Komplett AS that are necessary to achieving this purpose. As an extension to the cooperation agreement, Komplett AS and the Bank have entered into an agreement on product cooperation in relation to the credit card of the Bank and the credit card's ancillary customer loyalty bonus program. The agreement aims to promote sales and the use of the credit card, as well as contributing to promote sales for Komplett AS. Pursuant to this agreement, the parties shall arrange for customer loyalty bonus in relation to the use of the Bank's credit card on, among other, purchases from Komplett AS. Furthermore, the Bank is engaged in a marketing cooperation with the Komplett Group, in particular in connection with its credit card product as well as its payment solutions and distribution of point-of-sales finance ("POS Finance") products, which enables the Bank to market its products towards Komplett's 1.8 million active customers on several web shop platforms.

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Subordinated loan - ISIN 0010757768

3 months NIBOR + 5,0% 64 267 64 102 64 047

Total subordinated loans 64 267 64 102 64 047

Amounts in NOK 1000 30.09.2017 31.12.2016 30.09.2016

Other receivables 13 188 763 2 393

Total receivables 13 188 763 2 393

Payables to suppliers 12 277 2 976 2 672

Social secutity tax 1 917 2 119 1 165

Payable taxes 107 931 39 234 23 023

Other liabilities 21 139 18 435 20 722

Total other liabilities 143 264 62 765 47 582


12

Note 13 – Leasing agreements

Komplett Bank is leasing premises for Vollsveien 2A at Lysaker. The agreement expires 31.12.2023, and the annual rent totals NOK 2.8 million. The Bank has no other significant leasing agreements.

Note 14 – Subsequent events

There is no awareness of other events after the date of the balance sheet that may be of material significance to the accounts.

Appendix D

APPLICATION FORM FOR THE RETAIL OFFERING – KOMPLETT BANK ASA

General information: The terms and conditions for the Retail Offering are set out in the prospectus dated 30 October 2017 (the "Prospectus"), which has been issued by

Komplett Bank ASA (the "Company") in connection with the primary offer of New Shares by the Company and an offer of up to 25,469,420 Sale Shares offered by the Selling Shareholders (the "Offering") and the listing of the Company's Shares on Oslo Børs (the "Listing"). All capitalised terms not defined herein shall have the meaning

as assigned to them in the Prospectus.

Application procedure: Norwegian applicants in the Retail Offering who are residents of Norway with a Norwegian personal identification number may apply for Offer

Shares by using the following websites: www.abgsc.com, www.paretosec.com and www.seb.no. Applications in the Retail Offering can also be made by using this Retail

Application Form. Retail Application Forms must be correctly completed and submitted by the applicable deadline to one of the following application offices:

ABG Sundal Collier ASA

Munkedamsveien 45D

P.O. Box 1444 Vika

N-0115 Oslo Norway

Phone: +47 22 01 60 00

E-mail: [email protected]

www.abgsc.com

Pareto Securities AS

Dronning Mauds gate 3

P.O. Box 1411 Vika

N-0115 Oslo Norway

Phone: +47 22 87 87 00


www.paretosec.com

Skandinaviska Enskilda Banken AB (Publ) Oslo Branch

Filipstad Brygge 1

P. O Box 1843 Vika

N-0123 Oslo Norway

Phone: +47 22 82 70 00


www.seb.no

The applicant is responsible for the correctness of the information filled in on this Retail Application Form. Retail Application Forms that are incomplete or incorrectly

completed, electronically or physically, or that are received after expiry of the Application Period, and any application that may be unlawful, may be disregarded without

further notice to the applicant. Subject to any shortening or extension of the Application Period, applications made through the VPS online application system

must be duly registered by 12.00 hours (CET) on 8 November 2017, while applications made on Retail Application Forms must be received by one of the

application offices by the same time. Neither of the Company nor any of the Managers may be held responsible for postal delays, unavailable internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by any of the application offices. All applications made in the Retail

Offering will be irrevocable and binding upon receipt of a duly completed Retail Application Form, or in the case of applications through the VPS online application system,

upon registration of the application, irrespective of any shortening or extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant

after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application.

Price of Offer Shares: The indicative price range (the "Indicative Price Range") for the Offering is from NOK 17.00 to NOK 18.50 per Offer Share. The Company, in

consultation with the Managers, will determine the final Offer Price on the basis of applications received and not withdrawn in the Institutional Offering during the

Bookbuilding Period and the number of applications received in the Retail Offering. The Offer Price will be determined on or about 8 November 2017. The Offer Price may be

set within, below or above the Indicative Price Range. Each applicant in the Retail Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the Retail Application Form that the applicant does not wish to be allocated Offer Shares should the Offer Price be set higher than the highest

price in the Indicative Price Range (i.e. NOK 18.50 per Offer Share). If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer

Price is set higher than the highest price in the Indicative Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online

application system or on the Retail Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price

Range.

Allocation, payment and delivery of Offer Shares: Skandinaviska Enskilda Banken AB (Publ) Oslo Branch, acting as settlement agent for the Retail Offering, expects to

issue notifications of allocation of Offer Shares in the Retail Offering on or about 9 November 2017, by issuing allocation notes to the applicants by mail or otherwise. Any

applicant wishing to know the precise number of Offer Shares allocated to it may contact one of the application offices from on or about 9 November 2017 during business

hours. Applicants who have access to investor services through an institution that operates the applicant's VPS account should be able to see the number of Offer Shares they have been allocated from on or about 9 November 2017. In registering an application through the VPS online application system or by completing and submitting a

Retail Application Form, each applicant in the Retail Offering will authorise Skandinaviska Enskilda Banken AB (Publ) Oslo Branch (on behalf of the Managers) to debit the

applicant's Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. Accounts will be debited on or about 13 November 2017 (the

"Payment Date"), and there must be sufficient funds in the stated bank account from and including 10 November 2017. Applicants who do not have a Norwegian bank account must ensure that payment for the allocated Offer Shares is made on or before the Payment Date. Further details and instructions will be set out in the allocation

notes to the applicant to be issued on or about 9 November 2017, or can be obtained by contacting ABG Sundal Collier ASA at +47 22 01 60 00, Pareto Securities AS at +47

22 87 87 00 or Skandinaviska Enskilda Banken AB (Publ) Oslo Branch at +47 22 82 70 00. Skandinaviska Enskilda Banken AB (Publ) Oslo Branch (on behalf of the

Managers) reserves the right (but has no obligation) to make up to three debit attempts through 20 November 2017 if there are insufficient funds on the account on the Payment Date. Should any applicant have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to debit the account,

interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments, which at the date of this

Prospectus is 8.50 % per annum. Should payment not be made when due, the Offer Shares allocated will not be delivered to the applicant, and the Managers reserve the

right, at the risk and cost of the applicant, to cancel at any time thereafter the application and to re-allot or, from the third day after the Payment Date, otherwise dispose of

or assume ownership of the allocated Offer Shares, on such terms and in such manner as the Managers may decide (and the applicant will not be entitled to any profit there from). The original applicant will remain liable for payment of the Offer Price for the Offer Shares allocated to the applicant, together with any interest, costs, charges and

expenses accrued, and the Managers may enforce payment of any such amount outstanding. Subject to timely payment by the applicant, delivery of the Offer Shares

allocated in the Retail Offering is expected to take place on or about 13 November 2017.

Conditions: Completion of the Offering is conditional upon (i) the Bank's listing application being approved by the board of directors of Oslo Børs and the Bank satisfying the

listing conditions set by Oslo Børs, (ii) the Bank, in consultation with the Managers, having approved the Offer Price and the allocation of the Offer Shares to eligible investors

following the bookbuilding process (iii) the Board of Directors resolving to issue the New Shares and (iv) the NFSA having approved the increase in the Bank's share capital

resulting from the Offering. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended without any compensation to the Applicants.

Guidelines for the applicant: Please refer to the second page of this Retail Application Form for further application guidelines.

Applicant’s VPS-account (12 digits):

I/we apply for shares for a total of NOK (minimum NOK 10,500 and maximum NOK 2,499,999):

Applicant’s bank account to be debited (11 digits):

OFFER PRICE: My/our application is conditional upon the final Offer Price not being set above the high-point of the Indicative Price Range as of the date of your receipt of this Retail Application Form (insert cross) (must only be completed if the application is conditional upon the final Offer Price not being set

above the prevailing high-point of the Indicative Price Range):

I/we hereby (i) confirm and warrant to have read the Prospectus and that I/we are aware of the risks associated with an investment in the Offer Shares and that I/we are eligible

to apply for and purchase Offer Shares under the terms set forth in the Prospectus, (ii) irrevocably (a) order the number of Offer Shares allocated to me/us up to the amount

specified above subject to the terms and conditions set out in the Retail Application Form and the Prospectus (b) authorise and instruct each of the Managers (or someone

appointed by any of them) acting jointly or severally to take all actions required to purchase and/or subscribe the Offer Shares allocated to me/us on my/our behalf, to take all other actions deemed required by them to give effect to the transactions contemplated by this Retail Application Form, and to ensure delivery of such Offer Shares to me/us in

the VPS, on my/our behalf, and (c) authorise Skandinaviska Enskilda Banken AB (Publ) Oslo Branch to debit my/our bank account set out above for the amount of the Offer

Shares allotted to me/us. Date and place(1):

Binding signature(2):

(1) Must be dated during the Application Period

(2) The applicant must be of age. If the Retail Application Form is signed by a proxy, documentary evidence of authority to sign must be attached in the form of a Power of Attorney or Company Registration Certificate.

Please note: If the Retail Application Form is sent to the Manager(s) by e-mail, the e-mail will be unsecured unless the applicant takes measures to secure it. The

Manager(s) recommend(s) the applicant to secure all e-mails with Retail Application Forms attached.

DETAILS OF THE APPLICANT — ALL FIELDS MUST BE COMPLETED

First name:

Surname / Family name / Company name:

Home address / For companies: registered business address:

Zip code and town:

Identity number (11 digits) / For companies: registration number:

Nationality:

Telephone number (daytime):

E-mail address:

See next page for additional application guidance.



http://www.seb.no/

mailto:[email protected]





http://www.seb.no/

2

GUIDELINES FOR THE APPLICANT

THIS RETAIL APPLICATION FORM IS NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, UNITED

KINGDOM, SWITZERLAND, CANADA, HONG KONG, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE "SELLING RESTRICTIONS" BELOW.

Regulatory Matters: Legislation passed throughout the EEA pursuant to the Markets in Financial Instruments Directive ("MiFID") implemented in the Norwegian Securities

Trading Act, imposes requirements in relation to business investment. In this respect, the Managers must categorise all new clients in one of three categories: Eligible

counterparties, Professional and Non-professional clients. All applicants applying for Offer Shares in the Offering who/which are not existing clients of one of the Managers

will be categorised as Non-professional clients. The applicant can by written request to the Managers ask to be categorised as a Professional client if the applicant fulfils the provisions of the Norwegian Securities Trading Act. For further information about the categorisation the applicant may contact the Managers. The applicant represents that it

has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision to invest

in the Company by applying for Offer Shares, and the applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Company.

Execution Only: As the Managers are not in the position to determine whether the application for Offer Shares is suitable for the applicant, the Managers will treat the application as an execution only instruction from the applicant to apply for Offer Shares in the Offering. Hence, the applicant will not benefit from the corresponding

protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act.

Information Barriers: The Managers are securities firms, offering a broad range of investment services. In order to ensure that assignments undertaken in the Managers’

corporate finance departments are kept confidential, the Managers' other activities, including analysis and stock broking, are separated from their corporate finance departments by information barriers known as "Chinese walls". The applicant acknowledges that the Managers’ analysis and stock broking activity may act in conflict with the

applicant’s interests with regard to transactions in the Offer Shares as a consequence of such Chinese walls.

VPS Account; Anti-Money Laundering: The Retail Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 6

March 2009 no. 11 and the Norwegian Money Laundering Regulation of 13 March 2009 no. 302 (collectively, the "Anti-Money Laundering Legislation"). Applicants who

are not registered as existing customers of any of the Managers must verify their identity to the Manager in which the order is placed in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account

on the Retail Application Form, or when registering an application through the VPS online application system, are exempted, unless verification of identity is requested by

any of the Managers. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period may not be allocated Offer Shares.

Participation in the Retail Offering is conditional upon the applicant holding a VPS account. The VPS account number must be stated in the Retail Application Form. VPS accounts can be established with authorised VPS registrars, who can be Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit

institutions established within the EEA. Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering

Legislation. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian

FSA.

Selling Restrictions: The Offering is subject to specific legal or regulatory restrictions in certain jurisdictions, see Section 18 "Selling and Transfer Restrictions" of the

Prospectus. Neither the Company, the Selling Shareholders nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.

The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold except: (i) within the United States, to QIBs in

reliance on Rule 144A or pursuant to another available exemption from the registration requirements of the U.S. Securities Act; or (ii) to certain persons in offshore transactions compliance with Regulation S, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction.

Accordingly, each Manager has represented and agreed that it has not offered or sold, and will not offer or sell, any of the Offer Shares as part of its allocation at any time

other than to QIBs in the United States in accordance with Rule 144A or outside of the United States in compliance with Regulation S. Any offer or sale in the United States

will be made by affiliates of the Managers who are broker-dealers registered under the U.S. Exchange Act. In addition, until 40 days after the commencement of the Offering,

an offer or sale of Offer Shares within the United States by a dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A and in connection with any applicable state securities laws.

The Company has not authorised any offer to the public of its securities in any Member State of the EEA other than Norway. With respect to each Member State of the EEA

other than Norway and which has implemented the EU Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to

make an offer to the public of the Offer Shares requiring a publication of a prospectus in any Relevant Member State. Any offers outside Norway will only be made in circumstances where there is no obligation to produce a prospectus.

Stabilisation: In connection with the Offering, Skandinaviska Enskilda Banken AB (Publ) Oslo Branch (as the "Stabilisation Manager"), or its agents, may, upon exercise

of the Over-Allotment Option, engage in transactions that stabilise, maintain or otherwise affect the price of the Shares for up to 30 days from the first day of the Listing.

Specifically, the Stabilisation Manager may effect transactions with a view to supporting the market price of the Shares at a level higher than might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager and its agents to conduct

stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time,

and will be brought to an end at the latest 30 calendar days after the first day of the Listing.

Investment decisions based on full Prospectus: Investors must neither accept any offer for, nor acquire any Offer Shares, on any other basis than on the complete

Prospectus.

Terms and Conditions for Payment by Direct Debiting - securities trading: Payment by direct debiting is a service provided by cooperating banks in Norway. In the

relationship between the payer and the payer's bank the following standard terms and conditions apply:

1. The service "Payment by direct debiting — securities trading" is supplemented by the account agreement between the payer and the payer's bank, in particular Section C

of the account agreement, General terms and conditions for deposit and payment instructions.

2. Costs related to the use of "payment by direct debiting — securities trading" appear from the bank’s prevailing price list, account information and/or information is given

by other appropriate manner. The bank will charge the indicated account for incurred costs.

3. The authorisation for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank who in turn will charge

the payers bank account.

4. In case of withdrawal of the authorisation for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Norwegian Financial Contracts Act the

payer’s bank shall assist if payer withdraws a payment instruction which has not been completed. Such withdrawal may be regarded as a breach of the agreement

between the payer and the beneficiary.

5. The payer cannot authorise for payment a higher amount than the funds available at the payer’s account at the time of payment. The payer's bank will normally perform a verification of available funds prior to the account is being charged. If the account has been charged with an amount higher than the funds available, the difference shall

be covered by the payer immediately.

6. The payer's account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorisation for direct debiting, the account

will be charged as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however, take place after the authorisation has

expired as indicated above. Payment will normally be credited the beneficiary’s account between one and three working days after the indicated date of payment/delivery.

7. If the payer's account is wrongfully charged after direct debiting, the payer’s right to repayment of the charged amount will be governed by the account agreement and

the Norwegian Financial Contracts Act.

Overdue or Missing Payments: Should any applicant have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to

debit the account, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments of 17 December 1976, No. 100, which at the date of this Prospectus was 8.50% per annum. In order to provide for prompt registration of the New Shares with the Norwegian

Register of Business Enterprises, the Managers are expected to, on behalf of the applicants, pre-fund payment for New Shares allocated in the Offering at a total subscription

price equal to the Offer Price multiplied by the aggregate number of allocated New Shares. The non-paying applicants will remain fully liable for payment of the Offer Shares

allocated to them, irrespective of any payment for the Offer Shares allocated to them by any of the Managers. The Offer Shares allocated to such applicants will be transferred to a VPS account operated by one of the Managers and will be transferred to the non-paying applicant when payment of the relevant Offer Shares is received.

The Managers reserve the right, to without further notice cancel at any time thereafter the application or to re-allot the Offer Shares, or to sell or assume ownership of such

Offer Shares if payment has not been received by the third day after the payment due date without further notice. If Offer Shares are sold on behalf of the applicant, such

sale will be for the applicant’s account and risk (however so that the applicant shall not be entitled to profits therefrom, if any) and the applicant will be liable for any loss,

costs, charges and expenses suffered or incurred by the Company, the Selling Shareholders and/or the Managers as a result of or in connection with such sales, and the Company, the Selling Shareholder and/or the Managers may enforce payment of any amount outstanding in accordance with Norwegian law.

Managers

ABG Sundal Collier ASA Munkedamsveien 45D P.O. Box 1444 Vika

N-0115 Oslo Norway

Pareto Securities AS Dronning Mauds gate 3

P.O Box 1411 Vika N-0115 Oslo

Norway


N-0123 Oslo Norway

Komplett Bank ASA Vollsveien 2A

1366 Lysaker, Bærum Norway

Legal counsel to the Company Advokatfirmaet Wiersholm AS

Dokkveien 1 P.O. Box 1400 Vika

N-0115 Oslo Norway