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.