Successful Completion of INSIDE Secure’s Share Capital Increase

Regulatory News:

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INSIDE Secure (Paris:INSD), ("INSIDE Secure” or the "Company”), a leader in embedded security solutions for mobile and connected devices, announces today the success of the share capital increase with shareholders’ preferential subscription rights launched on March 31, 2016 on the regulated market of Euronext in Paris (the "Share Capital Increase”).

Total subscription orders for the Share Capital Increase amount to approximately €10.5 million, reflecting a subscription rate of 203%:

• 7,608,606 new shares were subscribed on an irreducible basis (à titre irréductible), representing 91.2% of the new shares to be issued;
• Subscriptions subject to reduction (à titre réductible) amount to 9,335,582 new shares, representing 111.9% of the new shares to be issued, and will, as a result, be satisfied only in part, i.e. for 736,512 new shares.

Total gross proceeds of the transaction amount to €5,173,973.16, issue premium included, corresponding to the issuance of 8,345,118 new shares at a subscription price of €0.62 per share.

Post Share Capital Increase, the Company’s share capital will amount to €17,246,586.40, divided into 43,116,466 shares with a par value of €0.40 each.

Pursuant to its commitment, FPCI Jolt Targeted Opportunities, a professional fund in capital investment ("Jolt Capital”) placed an order (i) on an irreducible basis by exercising all the 3,895,220 rights bought to Bpifrance Participations, Jolttech Capital Two, Vertex Technology Fund (III) Ltd, Vertex Israel II Fund and Vertex III Fund and the 2,964,004 rights purchased on the market to subscribe for 1,646,208 new shares, and (ii) on a reducible basis to subscribe for 530,543 new shares, i.e. a total of 2,176,751 new shares. Furthermore, Jolt Capital purchased on the market 603,465 shares of the Company from April 6 to April 18, 2016. As a result, Jolt Capital holds 6.8% of the Company’s share capital and voting rights following the Share Capital Increase.

Bpifrance Participations remains shareholder with 5.6% of the Company’s share capital and voting rights.

The purpose of the Share Capital Increase is to support the development of the Company’s activities in software and technology licensing and to allow to improve the flexibility and the financial stability of the Company notably in the context of the current strategic and operational repositioning.

The settlement and delivery as well as the admission to trading on the regulated market of Euronext in Paris of the new shares are expected to take place on April 26, 2016. The new shares will be immediately fungible with existing shares of the Company, which are already traded on Euronext regulated market in Paris, and be traded, from such date, on the same trading line as the Company’s existing shares under ISIN code FR0010291245.

Natixis acted as Lead Manager and Bookrunner of the Share Capital Increase.

It is also being specified that, as announced on February 25, 2016, the Company will propose to a vote at the Ordinary and Extraordinary Shareholders’ General Meeting to be held on June 8, 2016, a capital increase without shareholders’ preferential subscription rights for the benefit of Jolt Capital for an amount of approximately €2 million (issue premium included).

Information available to the public

The Prospectus filed with the French Autorité des marchés financiers (the "AMF”) under visa number 16-107 dated March 30, 2016 (the "Prospectus”), consists of (i) INSIDE Secure’s registration document filed with the AMF on March 30, 2016 under number R.16-014 (the "Registration Document”), (ii) a securities note and (iii) a summary of the Prospectus (included in the securities note).

Copies of the Prospectus may be obtained free of charge at INSIDE Secure’s registered office (rue de la Carrière de Bachasson - CS 70025 - Arteparc Bachasson, 13590 Meyreuil, FRANCE), on the Company’s corporate website (www.insidesecure.com), on the AMF’s website (www.amf-france.org).

The Company draws investors’ attention to the risk factors described in pages 11 to 31 of the Registration Document, and section 2 of the securities note.

About INSIDE Secure

Inside Secure (Euronext Paris FR0010291245 – INSD) provides comprehensive embedded security solutions. World-leading companies rely on INSIDE Secure’s mobile security and secure transaction offerings to protect critical assets including connected devices, content, services, identity and transactions. Unmatched security expertise combined with a comprehensive range of IP, semiconductors, software and associated services gives INSIDE Secure customers a single source for advanced solutions and superior investment protection. For more information, visit www.insidesecure.com

INSIDE Secure is eligible for "long-only” Deferred Settlement Service (SRD), for the Equity Savings Plan (PEA) and has received EnterNext’s Tech 40 label.

Disclaimer

The offer was open to the public in France following the delivery of the visa on the Prospectus by the French Autorité des marchés financiers.

With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area) (the "Prospectus Directive”), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State other than France. Therefore, such securities may not be and shall not be offered in any Member State (other than in France) other than in accordance with the exemptions of Article 3(2) of the Prospective Directive to the extent they have been transposed by the relevant Member State or, otherwise, in cases not requiring the publication of a prospectus by INSIDE Secure under Article 3(2) of the Prospective Directive and/or the applicable regulations in such Member State.

This press release and the information it contains are being distributed to and are only intended for persons who are (i) outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order”), (iii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies”, "unincorporated associations”, etc.) or (iv) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as "Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

This press release and the information it contains do not, and will not, constitute an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, securities of INSIDE Secure in the United States of America or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act”), it being specified that the securities of INSIDE Secure have not been and will not be registered under the US Securities Act. INSIDE Secure does not intend to register any securities or conduct a public offering in the United States of America.

The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.

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