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Insr Insurance Group ASA Insr Insurance Group ASA Listing of 18,000,000 Shares Subsequent Offering of up to 4,000,000 Offer Shares Subscription price: NOK 7.00 per Offer Share Subscription Period: from 2 May 2017 to 9 May 2017 at 12:00 CET The information in this prospectus (the "Prospectus") relates to the contemplated listing of 18,000,000 shares with a par value of NOK 0.80 each (the "Private Placement Shares") issued by Insr Insurance Group ASA ("Insr" or the "Company", and together with its subsidiaries, the "Group") on 2 March 2017 on a separate ISIN NO 001 0786106 pending approval of this Prospectus. The Private Placement Shares were issued to existing shareholders of the Company and new investors in a private placement carried out on 2 February 2017, subject to approval by an extraordinary general meeting held on 27 February 2017 (the "Private Placement"). The contemplated listing of the Private Placement Shares is expected to take place on 28 April 2017. In addition, the Prospectus relates to the subsequent offering (the "Subsequent Offering") by the Company of up to 4,000,000 new shares with a par value of NOK 0.80 each (the "Offer Shares") at a subscription price of NOK 7.00 per Offer Share. In connection with the Subsequent Offering, non-transferable allocation rights (the "Allocation Rights") will be granted to shareholders of the Company as of 1 February 2017, as registered in the Norwegian Central Securities Depositary (the "VPS") on 3 February 2017 (the "Record Date") who did not participate in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Eligible Shareholders"). Each Eligible Shareholder will be granted one non-transferable Allocation Right for each 9.28671 existing share registered as held by such Eligible Shareholder as of the Record Date. The number of Allocation Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Allocation Right. Each Allocation Right gives the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Offer Shares will not be allocated to subscribers without Allocation Rights. The subscription period (the "Subscription Period") for the Subsequent Offering will commence at 09:00 hours (CET) on 2 May 2017 and end at 12:00 hours (CET) on 9 May 2017. The Company's shares (the "Shares") are listed on Oslo Børs under the ticker code "INSR". Allocation Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. Assuming duly payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, delivery of the Offer Shares in the VPS is expected to take place on or about 16 May 2017, following and subject to the registration of the share capital increase pertaining to the Offer Shares in the Register of Business Enterprises. Trading in the Offer Shares on the Oslo Børs is expected to commence on or about 15 May 2017, under the ticker code "INSR" Investing in the Offer Shares involves a high degree of risk. Prospective investors should read the entire document and, in particular, consider Section 2 "Risk Factors" beginning on page 20 when considering an investment in the Company. The 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 are being offered and sold: (i) in the United States only to persons who are QIBs in reliance on an exemption from the registration requirements under the U.S. Securities Act; and (ii) outside the United States in compliance with Regulation S. The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. See Section 18 "Selling and Transfer Restrictions". Manager Carnegie AS The date of this Prospectus is 28 April 2017 IMPORTANT INFORMATION For the definitions of terms used throughout this Prospectus, see Section 20 "Definitions and glossary of terms" of this Prospectus. This Prospectus has been prepared in order to provide information about the Company and its business in relation to the listing of the Private Placement Shares and the Subsequent Offering. This Prospectus has been prepared solely in the English language. This Prospectus serves as a listing prospectus in relation to the Private Placement Shares. This Prospectus does not constitute an offer to buy, subscribe or sell any of the Private Placement or any other securities other than the Offer Shares to be issued in connection with the Subsequent Offering. The Company has furnished the information in this Prospectus. This Prospectus has been prepared in compliance with the Norwegian Securities Trading Act Chapter 7 and related legislation, including the EC Commission Regulation EC/809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the "Prospectus Directive") as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter "EC Regulation 809/2004"). The Prospectus has been prepared in accordance with the simplified rules of the EC Commission Regulation 486/2012 regarding the format and content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements, due to the Company having a reduced market capitalisation. Consequently, the Company has applied checklist annex XXVI and annex III for this Prospectus. The Financial Supervisory Authority of Norway (the "Norwegian FSA") has reviewed and approved this Prospectus in accordance with the Norwegian Securities Trading Act sections 7-7 and 7-8. The Prospectus was approved on 28 April 2017. The Norwegian FSA's control and approval in this respect is limited to whether the issuer has included descriptions according to a pre-defined list of content requirements. The Norwegian FSA has not verified or approved the accuracy or completeness of the information provided in this Prospectus. It is the Company's responsibility to ensure that the information in the prospectus is accurate and complete. Furthermore, the Norwegian FSA has not made any sort of control or approval of the corporate matters described in or otherwise included in the Prospectus. All inquiries relating to this Prospectus should be directed to the Company or Carnegie AS (the "Manager"). No other person has been authorised to give any information, or make any representation, on behalf of the Company in connection with the listing of the Private Placement Shares or the Subsequent Offering and, if given or made, such other information or representation must not be relied upon as having been authorized by the Company or the Manager. The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company subsequent to the date of this Prospectus. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the publication of this Prospectus and before the end of the Subscription Period or the listing of the Offer Shares on Oslo Børs, will be published and announced promptly as a supplement to this Prospectus in accordance with section 7-15 of the Norwegian Securities Trading Act. Neither the delivery of this Prospectus nor the completion of the listing at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Company's affairs since the date hereof or that the information set forth in this Prospectus is correct as of any time since its date. The distribution of this Prospectus and sale of the Offer Shares in certain jurisdictions 2 may be restricted by law. 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 New 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 any applicable laws and regulations. The Company and the Manager require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. The Offer Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Outside the United States, the Offer Shares are being offered to non-US persons in offshore transactions in reliance on Regulation S under the Securities Act.
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