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Arion Bank Hf DRAWDOWN INFORMATION MEMORANDUM Arion Bank hf. (incorporated with limited liability in Iceland) Issue of U.S.$100,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Convertible Notes under the €3,000,000,000 Euro Medium Term Note Programme Issue Price: 100 per cent. This drawdown information memorandum (the “Information Memorandum”) (which must, unless otherwise expressly set out herein, be read and construed as one document in conjunction with all documents incorporated by reference herein, including certain sections of the base prospectus dated 18 July 2019 (the “Base Prospectus”) relating to the €3,000,000,000 Euro Medium Term Note Programme (the “Programme”) of Arion Bank hf. (the “Bank”) as supplemented by a supplement dated 14 February 2020 – see Documents Incorporated by Reference) is prepared in connection with the issue by the Bank of U.S.$.100,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Convertible Notes (the “Notes”) issued by the Bank under the Programme. The Notes will constitute direct, unsecured, unguaranteed and subordinated obligations of the Bank, as described in Condition 3 below. The Notes will bear interest on their Outstanding Principal Amount (as defined in Condition 21 below) from (and including) 26 February 2020 (the “Issue Date”) to (but excluding) 26 August 2025 (the “First Reset Date” and, together with every fifth anniversary thereof, each a “Reset Date”) at a fixed rate of 6.250 per cent. per annum. In respect of each period from (and including) a Reset Date to (but excluding) the next succeeding Reset Date (each a “Reset Period”), the Notes will bear interest at a fixed rate of 4.842 per cent. per annum above the CMT Rate (as defined in the terms and conditions of the Notes (the “Conditions”)). Subject to the rights and obligations of the Bank to cancel any payment of interest in respect of the Notes, interest on the Notes will be payable semi-annually in arrear on 26 February and 26 August in each year (each an “Interest Payment Date”), commencing on 26 August 2020. The Notes are perpetual securities and have no fixed date for redemption and Holders do not have the right to call for their redemption. Subject as provided herein, if permitted at the relevant time by the Applicable Banking Regulations and if (to the extent then required under the Applicable Banking Regulations) the permission of the Central Bank of Iceland - Financial Supervisory Authority (Seðlabanki Íslands - Fjármálaeftirlit) (the “FME”) has been granted, the Notes may be redeemed at the option of the Bank in whole (but not in part) (i) on any day falling in the period commencing on (and including) 26 February 2025 and ending on (and including) 25 August 2025; (ii) on the First Reset Date or on any Interest Payment Date thereafter or (iii) following the occurrence of a Capital Disqualification Event, a Withholding Tax Event or a Tax Deductibility Event, in each case at their Outstanding Principal Amount together with accrued interest (excluding any interest which has been cancelled) and in the manner described herein. Interest on the Notes will be due and payable only at the sole discretion of the Bank, and the Bank may elect, in its sole and absolute discretion, to cancel any payment of interest in respect of the Notes in whole or in part at any time and for any reason, and payments of interest in respect of the Notes will also not be made in certain other circumstances as provided in Condition 5(b) below. Any interest cancelled or deemed to have been cancelled (in each case, in whole or in part) in such circumstances shall not be due and shall not accumulate or be payable at any time thereafter nor constitute a default by the Bank for any purpose nor constitute the occurrence of any event related to the insolvency of the Bank nor entitle the holders to take any action as a result thereof nor in any way limit or restrict the Bank from making any payment of interest or equivalent payment or other distribution in connection with any instrument ranking junior to the Notes (including, without limitation, any CET1 Capital of the Bank or the Group) or in respect of any Existing Tier 1 Instrument or other Additional Tier 1 Instrument, and Holders shall have no rights thereto or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation. The Bank may use such cancelled payments without restriction to meet its obligations as they fall due. In the event that the CET1 ratio of the Bank on a solo basis or of the Group on a consolidated basis is less than 5.125 per cent., as determined by the Bank or the FME (or any agent appointed by the FME for the purposes of making such determination) (a “Capital Adequacy Event”) or on the occurrence of a Non- Viability Event (as defined in the Conditions) (each a “Conversion Trigger Event”), the Notes will be converted (without any requirement for the consent or approval of Holders) into Conversion Shares at the prevailing Conversion Price (each as defined in the Conditions). In the case of a Capital Adequacy Conversion (as defined in the Conditions), prior to any delivery of Conversion Shares to a Holder the Bank may elect that a Settlement Shares Offer shall be made, which will delay the delivery of Conversion Shares to a Holder and may result in a Holder receiving, wholly or partly in place of such Conversion Shares, 1 payment of the cash proceeds of such Settlement Shares Offer to which that Holder is entitled, after deduction of the Settlement Shares Offer Expenses. See Condition 6 below. This Information Memorandum does not comprise a prospectus for the purposes of Regulation (EU) 2017/1129. Application has been made to the Luxembourg Stock Exchange in its capacity as market operator of Euro MTF under the Luxembourg law dated 16 July 2019 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) to list the Notes on the Euro MTF market of the Luxembourg Stock Exchange (the “Euro MTF”). This Information Memorandum constitutes listing particulars for the purpose of such application and has been approved by the Luxembourg Stock Exchange. References in this Information Memorandum to the Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Euro MTF and are listed on the Official List of the Luxembourg Stock Exchange. The Euro MTF is not a regulated market for the purposes of Directive 2014/65/EC (as amended, “MiFID II”). The Bank has been rated BBB+ by S&P Global Ratings Europe Limited (“S&P”). The Notes are expected to be rated BB by S&P. 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. S&P is established in the European Union and is registered under 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. For a description of certain matters that prospective investors should consider, see “Risk Factors” herein. The Notes will initially be represented by a global Note in registered form (the “Global Note”), which will be deposited on or about the Issue Date with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”) and registered in the name of the nominee for the common depositary of Euroclear and Clearstream, Luxembourg. Interests in the Global Note will be exchangeable for definitive Notes in registered form only in certain limited circumstances. The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients in the EEA, as defined in MiFID II. For these purposes, reference(s) to the EEA include(s) the United Kingdom. Prospective investors are referred to the section headed “Prohibition on marketing and sales to retail investors” for further information. Sole Structuring Advisor Barclays Joint Lead Managers Morgan Stanley Barclays Goldman Sachs International Information Memorandum dated 24 February 2020 2 The Bank accepts responsibility for the information contained in this document. To the best of the knowledge of the Bank (which has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Information Memorandum should be read and construed in conjunction with all of the documents incorporated in this Information Memorandum by reference (see “Documents Incorporated by Reference” below). The Joint Lead Managers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained or incorporated in this Information Memorandum or any other information provided by the Bank in connection with the Notes. No Joint Lead Manager accepts any liability in relation to the information contained or incorporated by reference in this Information Memorandum or any other information provided by the Bank in connection with the Notes. No person is or has been authorised by the Bank to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Bank or any of the Joint Lead Managers.
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