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Base Prospectus the Programme Shall Not Exceed a Limit of ISK 250,000,000,000

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Base Prospectus the Programme Shall Not Exceed a Limit of ISK 250,000,000,000 Landsbankinn hf. (incorporated in Iceland as a limited liability company) ISK 250,000,000,000 Covered Bond Programme Under this ISK 250,000,000,000 Covered Bond Programme (the “Programme”), Landsbankinn hf., (the “Issuer”, the “Bank” and “Landsbankinn”) may from time to time issue Covered Bonds (the “Covered Bonds”) in accordance with the Icelandic Act on Covered Bonds, No. 11/2008 (the “Act on Covered Bonds”), any relevant executive orders (Ice. stjórnvaldsákvarðanir) and appurtenant regulations as may be supplemented, amended, modified or varied from time to time (as well as any judicial decisions and administrative pronouncements, all of which are subject to change, including with retroactive effect), (together the “Covered Bonds Legislation”) denominated in any currency as determined by the Issuer. The Covered Bonds may be issued in bearer form (“Bearer Covered Bonds”), registered form (“Registered Covered Bonds”), uncertificated book entry form cleared through the Nasdaq Central Securities Depository Iceland hf. (the “NCSD”) or any other clearing system as decided by the Issuer (“VS System Covered Bonds”). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed ISK 250,000,000,000 (or its equivalence in other currencies calculated as described herein). The Covered Bonds may be issued on a continuing basis. The Financial Supervisory Authority of the Central Bank of Iceland (the “FSA”) granted the Issuer a licence dated 29 April 2013 to issue Covered Bonds. Any increase of the Programme is subject to the FSA approval. At the date of this Base Prospectus the Programme shall not exceed a limit of ISK 250,000,000,000. This Base Prospectus dated 15 April 2021 (the “Base Prospectus”) has been approved by the FSA as a competent authority under Regulation EU 2017/1129 (the “Prospectus Regulation”) which has been implemented into Icelandic law with Act No. 14/2020 (the “Act on Prospectus for Public Offering or Admission to Trading on a Regulated Market”). The FSA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Prospectus Regulation. Approval by the FSA should not be considered as an endorsement of the Issuer or of the quality of the Covered Bonds that is the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Covered Bonds. Applications may be made for new series of Covered Bonds issued under the Programme to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the “MiFID”) which has been implemented in Iceland through the Act on Securities Transactions, No. 108/2007 (the “Act on Securities Transactions”) and Act on Stock Exchanges No. 110/2007, or for the purpose of Directive 2014/65/EU on Markets in Financial Instruments (the “MiFID II”), which will be implemented into Icelandic law on the MiFID II Implementation Date. Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each Tranche (as defined in Terms and Conditions of the Covered Bonds) of Covered Bonds will be set out in the Final Terms documents (the “Final Terms”), which, with respect to Covered Bonds admitted to trading on a regulated market can be found on the Issuer’s website, www.landsbankinn.is (https://www.landsbankinn.is/sertryggd-skuldabref/) Prospective investors should have regard to the factors described in the section entitled Risk Factors in the Base Prospectus for a discussion of those factors to be considered in connection with an investment in the Covered Bonds. As of the date of the Base Prospectus, the long term (senior) debt rating of the Issuer is BBB (stable outlook) by S&P Global Ratings (“S&P”). The Programme has been rated A-, with stable outlook by S&P. Standard & Poor’s is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Covered Bonds issued under the Programme may be rated or unrated by the rating agency referred to above. Where a Tranche of Covered Bond is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Bank by S&P or to Covered Bonds already issued. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. MIFID II PRODUCT GOVERNANCE / TARGET MARKET – As of MiFID II Implementation Date, the Final Terms in respect of any Covered Bonds and any drawdown prospectus may include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules. “UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Covered Bonds and any drawdown prospectus may include a legend entitled “UK MiFIR Product Governance” which will outline the target market assessment in respect of the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules. PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Covered Bonds are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS – The Covered Bonds are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
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