Arion Bank announces Tender Offer for EUR 500,000,000 Series 2021-1 0.050 per cent. Fixed Rate Covered Bonds due October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE FURTHER ON RESTRICTIONS IN THE ANNOUNCEMENT ON THE TENDER OFFER PUBLISHED ON THE LUXEMBOURG STOCK EXCHANGE).
Arion Bank hf. (the Offeror) announced today an invitation to holders of its outstanding €500,000,000 Series 2021-1 0.050 per cent. Fixed Rate Covered Bonds due October 2026 (ISIN: XS2391348740) (the Covered Bonds) to tender any and all of their Covered Bonds for purchase by the Offeror for cash up to a final acceptance amount (such invitation the Offer).
The Offer is being made on the terms and subject to the conditions (including, but not limited to, a new financing condition) contained in the Tender Offer Memorandum dated 16 February 2026 and is subject to the offer restrictions set out therein.
Further information on the tender offer is available in the announcement made public on the Luxembourg Stock Exchange (www.luxse.com) where the Covered Bonds are listed. Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent: Kroll Issuer Services Limited (tel: +44 20 7704 0880;email: arionbank@is.kroll.com, webpage: https://deals.is.kroll.com/arionbank/).
Concurrent to the Offer, the Offeror has announced its intention to issue new euro denominated fixed rate covered bonds under its €3,500,000,000 European Covered Bond (Premium) Programme (the New Covered Bonds), subject to market conditions.
The New Covered Bonds are not being, and will not be, offered or sold in the United States. Nothing in this document or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Covered Bonds in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Covered Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.
The Sole Dealer Manager is Barclays Bank Ireland PLC