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Arion Bank Base Prospectus 2015 April

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ARION BANK HF. (incorporated with limited liability in Iceland) ISK 25,000,000,000 Debt Issuance Programme Under this ISK 25,000,000,000 Debt Issuance Programme (the Programme), Arion Bank hf. (the Issuer or the Bank) may from time to time issue Debt Securities (the Debt Securities) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Bonds may be issued in bearer form (Bearer Bonds) or registered form (Registered Bonds). All Debt Securities may be issued in uncertificated and dematerialised book entry form registered in the Icelandic Securities Depository Ltd. (ISD Debt Securities and the ISD respectively). The maximum aggregate nominal amount of all Debt Securities from time to time outstanding under the Programme will not exceed ISK 25,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Debt Securities may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer or Manager and together the Dealers or Managers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Debt Securities being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe for such Debt Securities. See Risk Factors for a discussion of material factors to be considered in connection with an investment in the Debt Securities. This Base Prospectus has been approved by the Financial Supervisory Authority Iceland (the FME), in its capacity as competent authority under the Act on Securities Transactions, as a base prospectus for the purposes of Article 5(4) of Directive 2003/71/EC (the “Prospectus Directive”) and Article 45 of the Act on Securities Transactions No. 108/2007 for the purpose of giving information with regard to the issue of Debt Securities under the Programme during the period of twelve months from the date of its approval. An application will be submitted to NASDAQ OMX Iceland hf. for Debt Securities issued under the Programme to be admitted to trading on NASDAQ OMX Iceland Main Market, the regulated market of the NASDAQ OMX Iceland. References in this Base Prospectus to Debt Securities being listed (and all related references) shall mean that such Debt Securities have been admitted to trading on the regulated market of the NASDAQ OMX Iceland. The regulated market of the NASDAQ OMX Iceland is 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 and Act on Stock Exchanges No. 110/2007. The Issuer may list the Debt Securities on additional regulated markets. Notice of the aggregate nominal amount of Debt Securities, interest (if any) payable in respect of Debt Securities, the issue price of Debt Securities and certain other information which are applicable to each Tranche (as defined under "Terms and Conditions of the Debt Securities") of Debt Securities will be set out in a final terms document (the Final Terms) which will be filed with the FME. Copies of Final Terms in relation to Debt Securities to be listed on the NASDAQ OMX Iceland hf. will also be published on the website of the NASDAQ OMX Iceland hf. (www.nasdaqomxnordic.com) and on the Issuer´s website: arionbanki.is. The Programme provides that Debt Securities may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Debt Securities and/or Debt Securities not admitted to trading on any market. The Debt Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United 1 States or to, or for the account or the benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. See "Form of the Debt Securities" for a description of the manner in which Debt Securities will be issued. Registered Bonds are subject to certain restrictions on transfer, see "Subscription and Sale and Selling Restrictions". The Issuer may agree with any Dealer that Debt Securities may be issued in a form not contemplated by the Terms and Conditions of the Debt Securities herein, in which event a supplement to the Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Debt Securities. Debt Securities issued under the Programme may be rated or unrated. Where a Series of Debt Securities is rated, such rating will be disclosed in the Final Terms and be provided by Moody’s Investors Service Limited (Moody’s), Fitch Ratings Ltd. (Fitch) or Standard & Poor’s Credit Market Services Europe Limited (S&P). Each rating agency is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Moody's, Fitch and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. 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. Arranger Arion Bank hf. The date of this Base Prospectus is 17.04.2015. 2 This Base Prospectus comprises a base prospectus (with any relevant Final Terms, the Prospectus), for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU (the Prospectus Directive). The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Series of Debt Securities issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Debt Securities are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the case may be. Copies of the Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined below) and copies of the Final Terms relating to the Debt Securities which are admitted to trading on the regulated market of the NASDAQ OMX Iceland hf. will be filed with the FME and also be published on the website of the NASDAQ OMX Iceland hf., www.nasdaq.com and on the Issuer´s website: arionbanki.is. Certain information under the heading "Book-entry Clearance Systems" has been extracted from information provided by the clearing systems referred to therein. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant clearing systems, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. The Dealers 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 Dealers as to the accuracy or completeness of the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Debt Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Debt Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Debt Securities should purchase any Debt Securities.
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