Commentary & Deal Flow

Launched: Long 3yr: €300m @ MS+88bp - Books over €2.4bn (pre-rec)
Book Update: Books over €1.25bn
IPTs: Long 3yr: MS+120/125bp

• Issuer: Arion Bank Hf.
• LEI: RIL4VBPDB0M7Z3KXSF19
• Issuer Ratings: A3 (Stable) (Moody’s)
• Expected Issue Ratings: A3 (Moody’s)
• Form: Reg S, Registered Notes, NSS
• Status: Senior Preferred, Unsecured, Unsubordinated
• Size: €300,000,000
• Timing: Books to close at 11.50 UKT / 12.50 CET
• Settle: 13-May-26 (T+4)
• Maturity Date: 15-Nov-29
• Redemption: 100% of the Nominal Amount
• Coupon: TBD
• Coupon Payments: Fixed, payable annually on 15 November in each year, commencing from 15-Nov-26 (short first coupon) up to and including the Maturity Date
• Business day convention: Following
• Day Count Fraction: Actual/Actual (ICMA), unadjusted
• Use of Proceeds: An amount equal to the net proceeds of the issue of the Notes shall be used for green purposes (as described in the Base Prospectus and in accordance with the Sustainable Financing Framework 2024) and therefore the Notes are Green Notes as described, and as this term is defined, in the Base Prospectus
• Listing: Luxembourg Stock Exchange Regulated Market
• Specified Denominations: €100,000 and increments of €1,000 thereafter
• Issuer Residual Call: Subject to the prior approval of the Relevant Regulator (if, and to the extent then required, by the Relevant Regulator), if at any time, the outstanding aggregate nominal amount of the Notes is 25 per cent. or less of the aggregate nominal amount of the Series issued, the Notes may be redeemed at the option of the Bank in whole, but not in part, at any time, on giving not less than 15 and not more than 60 days’ notice to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption) at the Residual Call Early Redemption Amount together, if appropriate, with interest accrued to (but excluding) the date of redemption (Condition 6.4)
• Redemption upon a Tax Event: Upon the occurrence of a Tax Event, the Notes may be redeemed at the option of the Bank in whole, but not in part, at any time on giving not less than 30 and not more than 60 days’ notice to the Fiscal Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), subject to the prior approval of the Relevant Regulator (if, and to the extent then required, by the Relevant Regulator)
• Redemption upon a MREL Disqualification Event: Upon the occurrence of a MREL Disqualification Event and subject to condition 6.10, the Bank may, at its option having given not less than 30 days’ nor more than 60 days’ notice to the Fiscal Agent and the Noteholders in accordance with Condition 13 (which notice shall be irrevocable), at any time redeem all (but not some only) of the Notes, subject to the prior approval of the Relevant Regulator (if, and to the extent then required, by the Relevant Regulator)
• Substitution or Variation: Upon the occurrence of a Tax Event or a MREL Disqualification Event, or if required in order to ensure the effectiveness and enforceability of Condition 18, subject to the prior approval of the Relevant Regulator (if, and to the extent then required, by the Relevant Regulator), the Bank may, at its option and without any requirement for the consent or approval of the Noteholders, having given not less than 30 days’ nor more than 60 days’ notice (which notice shall be irrevocable) to the Fiscal Agent and the Noteholders in accordance with Condition 13, at any time either substitute all, but not some only, of the Notes for, or vary the terms of the Notes so that they remain or, as appropriate, become Senior Preferred Qualifying Securities. (Condition 6.13)
• Waiver of Set-Off: No holder of the Notes may at any time exercise or claim any Set-Off Rights against any right, claim or liability of the Bank or that the Bank may have or acquire against such holder, directly or indirectly and howsoever arising (Condition 3.4)
• Acknowledgement of Bail-In and Loss Absorption Powers: Contractual acknowledgement of statutory Bail-in and Loss Absorption Powers. Each Noteholder by its acquisition of the Notes will be deemed to acknowledge, accept, and agree, that any liability of the Bank in respect of the Notes may be subject to the exercise of Bail-in and Loss Absorption Powers by the Relevant Resolution Authority
• Unrestricted Events of Default: Not applicable – Condition 9.2 applies
• Selling Restrictions: As per the Issuer’s €4,000,000,000 Euro Medium Term Note Programme (as of 07-Nov-25) and as supplemented from time to time
• Business Days: T2
• Joint Bookrunners: BofA Securities, Deutsche Bank, J.P. Morgan, NatWest
• ESG Structuring Coordinator: Deutsche Bank
• Target Market: Manufacturer target market (MIFID II/UK MiFIR product governance, as appropriate) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document or UK CCI product summary has been prepared as the Bonds are not available to retail investors in EEA or in the UK
• Documentation: This term sheet must be read in conjunction with (i) the Issuer’s €4,000,000,000 Euro Medium Term Note Programme described in the Base Prospectus dated 07-Nov-25 and as supplemented from time to time and (ii) the corresponding Final Terms for this specific issuance of Notes
• ISIN / Common Code: XS3350962745 / 335096274
• Governing Law: English law, except for Condition 3 and Condition 18, which will be governed by, and construed in accordance with, Icelandic law
• Advertisement: The announcement is an advertisement for the purposes of Regulation (EU) 2017/1129. The Base Prospectus and any supplements are available at the Issuer’s website https://www.arionbanki.is/english/about-us/investor-relations/debt-investors-and-rating/funding-programmes-and-prospectuses/#emtn and the Final Terms, when published, will be available at https://www.arionbanki.is/english/about-us/investor-relations/debt-investors-and-rating/final-terms-and-conditions/#emtn. Investors should not subscribe for any Notes referred to in the materials except on the basis of information in the Base Prospectus.