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Kaupthing Bank Hf OFFERING CIRCULAR SUPPLEMENT DATED MAY 11, 2006 (TO OFFERING CIRCULAR DATED MARCH 27, 2006) US$10,000,000,000 KAUPTHING BANK HF. Senior/Subordinated Medium-Term Note Program Due Nine Months or More from Date of Issue This Offering Circular Supplement is supplemental to, and should be read in conjunction with, the Offering Circular and any other supplements to the Offering Circular that we may issue. Unless defined herein, terms included in this Offering Circular Supplement shall have the definitions ascribed to them in the Offering Circular. See “Risk Factors” on page 1 of this Offering Circular Supplement and commencing on page 11 of the attached Offering Circular for a discussion of certain risks that you should consider prior to making an investment in the Notes. The applicable Pricing Supplement may describe additional risks you should consider. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered only to qualified institutional buyers (within the meaning of Rule 144A under the Securities Act (“Rule 144A”)) or in transactions exempt from registration in accordance with Regulation S under the Securities Act or, if the applicable Pricing Supplement so specifies, to institutional investors that qualify as accredited investors (as defined in Rule 501(a) under the Securities Act) and, in each case, in compliance with all applicable securities laws. Citigroup Deutsche Bank The date of this Offering Circular Supplement is May 11, 2006 TABLE OF CONTENTS Risk Factors ............................................................................................................................................................ 1 Recent Developments ............................................................................................................................................. 1 Annex A – Consolidated Interim Financial Statements......................................................................................A-1 RISK FACTORS Prior to making an investment in the Notes, prospective investors should consider carefully the following information, together with the information set out in the Offering Circular under the heading “Risk Factors” and elsewhere in this Offering Circular Supplement and in the Offering Circular. Icelandic bankruptcy law may adversely affect funds set aside or held in trust for the Notes The subordination provisions of the Subordinated Notes are governed by Icelandic law. Under certain circumstances, under Icelandic law, funds set aside or paid in trust to the Trustee or for the benefit of the Holders of Notes, pursuant to the subordination provisions of the Notes or otherwise, prior to the date that such amounts are due under the Notes would, upon the bankruptcy of the Company, be applied towards the satisfaction of Senior Obligations before being applied towards amounts due under the Notes. RECENT DEVELOPMENTS The following discussion and analysis should be read together with the financial statements, including the accompanying notes, included elsewhere in this Offering Circular Supplement and in the Offering Circular. The financial statements and the accompanying notes for the three months ended March 31, 2006 and 2005 have been prepared in accordance with IFRS. IFRS differ in some respects from U.S. GAAP. This discussion and analysis should also be read together with the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Selected Statistical Data” in the Offering Circular. Some of the information in the discussion and analysis set forth below and elsewhere in this Offering Circular Supplement includes forward-looking statements that involve risks and uncertainties. See “Forward Looking Statements” and “Risk Factors” in this Offering Circular Supplement and in the Offering Circular for a discussion of important factors that could cause actual results to differ materially from the results described in the forward-looking statements contained herein and in the Offering Circular. To date, we continue to operate in an environment characterized by rising interest rates, the depreciation of the Icelandic krona and the decline of the value of the securities listed on the Iceland Stock Exchange. Compared to interest rates at the end of 2005, the Central Bank of Iceland raised the policy interest rate by 1.00% as of May 8, 2006, to 11.50%. As of May 8, 2006, the Icelandic krona had depreciated 14.87% against the U.S. dollar to ISK 71.53 to $1.00 from its 2006 high of ISK 60.89 to $1.00 at January 12, 2006. As of the close of trading on May 8, 2006, the ICEX Main Index fell to 5,509.98, a 19.52% decrease since its high of 6,287.29 on February 15, 2006, and the ICEX-15 Index fell to 5,464.56, a 21.09% decrease since its high of 6,925.45 on February 15, 2006. Our loan portfolio is denominated principally in currencies other than the Icelandic krona, while our shareholders’ equity is denominated in Icelandic krona. Our management has taken measures to hedge our shareholders’ equity in order to limit the effect that the depreciation of the krona would have on our CAD ratio but as is the case with any hedging arrangements, no assurance can be provided as to the effectiveness of those hedges. In connection with these and other market conditions and other factors, in certain cases we may hedge all or a portion of our exposure on the investments in our proprietary investment portfolio. This portfolio is marked to market. As a result, we may recognize gains or losses on our investments in our income statement from time to time. We sold equity shares from our investment portfolio with a fair market value of €450 million for cash during the first quarter of 2006. The proceeds of these sales have been included as cash flow from operating activities. In addition, we have continuing on- and off-balance sheet exposure to market risk with respect to our holdings in equity shares amounting to a potential exposure of €275 million as of March 31, 2006 against which we have put up €150 million cash collateral, and may be required to put up additional collateral subject to margin calls. We include this cash collateral under cash and cash balances in our balance sheet. We have reached an agreement with Glitnir Bank hf. (“Glitnir”, formerly Íslandsbanki hf.) to acquire from Glitnir an 18.45% interest in Greidslumidlun hf., an Icelandic payment service company holding the VISA franchise in Iceland, 1 principally in exchange for our 16.00% interest in Kreditkort hf., an Icelandic payment service company holding the MasterCard franchise in Iceland. Following the transactions described above, we will hold a 39.45% interest in Greidslumidlun hf. and a 4.0% interest in Kreditkort hf., and Glitnir will hold a 0.05% interest in Greidslumidlun hf. and a 51.0% interest in Kreditkort hf. This transaction is contingent on the approval of both the Icelandic Financial Supervisory Authority and the Icelandic Competition Authority. In addition, we have granted to Glitnir a call option with respect to almost all of our remaining interest in Kreditkort hf. We do not believe that this transaction will have a material effect on our financial condition or results of operations. In line with our plans to increase our liquidity to fund our growing loan portfolio, in April 2006, we issued U.S.$ 500 million Senior Floating Rate Notes due 2011 under our US$10 billion Senior/Subordinated Medium Term Note Program. We have also issued two series of Inflation Linked Annuity Covered Bonds under our ISK 200 billion Covered Bond Program: Series 1 ISK 19 billion Inflation Linked Annuity Covered Bonds due 2033 and Series 2 ISK 29.1 billion Inflation Linked Annuity Covered Bonds due 2048. These covered bonds have been assigned a Aaa credit rating by Moody’s Investors Service and are being sold to a European investor in a trade arranged by Deutsche Bank Securities AG. These developments and others could have a material adverse effect on our business, financial condition and results of operations. You should carefully consider these developments and other risk factors set forth in the section entitled “Risk Factors” in the Offering Circular. Factors Affecting Results of Operations and Financial Condition: First Quarter 2006 Our results of operations and financial condition for the three months ended March 31, 2006 were influenced by a number of factors. Compared to the first quarter of 2005, our results of operations and financial condition in the first quarter of 2006 were in particular affected by the results of the consolidation of Singer & Friedlander, which we acquired in July 2005. In addition, we sold our remaining 8.75% stake in Baugur Group hf. on March 7, 2006 to the investment company Gaumur and Eignarhaldsfélagid ISP, from which we realized capital gains of approximately ISK 3.3 billion. In general the equities markets in the Nordic countries, with the exception of Iceland, experienced gains, which helped to increase our results of operations and financial condition. An additional important factor affecting our results for the first quarter 2006 was the depreciation of the Icelandic krona during that period. As a substantial percentage of our income is denominated in currencies other than the Icelandic krona and we report our results in Icelandic krona, the depreciation of the Icelandic krona against such currencies had a positive effect on our results. 2 Results
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