Arion banki : Press release

Amended and Restated Final Terms and Supplemental Deed of Covenant

Arion Bank HF has entered into a supplemental agency agreement on 15 March 2024 (the Supplemental Agency Agreement) in order to amend and restate the final terms for Series 2021- 1 Tranche 1 Covered Bonds dated 1 October 2021 (ISIN: XS2391348740) (the Series 2021-1Tranche 1 Final Terms), the final terms for Series 2021-1 Tranche 2 Covered Bonds dated 6 April 2022 (ISIN: XS2391348740) (the Series 2021-1Tranche 2 Final Terms and together with Series 2021-1 Tranche 1 Final Terms, the Series 2021-1Final Terms) and Series 2021-2 Covered Bonds dated 5 July 2022 (ISIN: XS2500208991) (the Series 2021-2Final Terms and together with the Series 2021-1 Final Terms, the Final Terms).

Arion Bank HF has also entered into a supplemental Deed of Covenant in relation to Series 2021-1 (ISIN: XS2391348740) and Series 2021-2 (ISIN: XS2500208991) Covered Bonds.

Annexed to this announcement is the Supplemental Agency Agreement, the Supplemental Deed of Covenant and the amended and restated Final Terms.

For further information, please contact:

Eiríkur Dór Jónsson

ARION BANK HF.

Borgartúni 19, 105 Reykjavík

Iceland

Tel:	[phone]
Email:	[e-mail]

DISCLAIMER - INTENDED ADDRESSEES

The Supplemental Agency Agreement, the amended and restated Final Terms and the Supplemental Deed of Covenant do not constitute an offer of securities for sale in the United States. This is not for distribution in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements. Subject to certain exceptions, the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America, as such terms are defined in Regulation S under the Securities Act. There will be no public offering of the securities in the United States.

Your right to access this service is conditional upon complying with the above requirement.

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ANNEX 1

SUPPLEMENTAL AGENCY AGREEMENT

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EXECUTION VERSION

SUPPLEMENTAL AGENCY AGREEMENT

DATED 15 March 2024

ARION BANK HF.

as Issuer

and

BANK OF NEW YORK MELLON, LONDON BRANCH

as Fiscal Agent, Paying Agent and Transfer Agent

THE BANK OF NEW YORK MELLON SA/NV LUXEMBOURG BRANCH

as Registrar

€2,000,000,000

COVERED BOND PROGRAMME

Allen & Overy LLP

0095668-0000060 UKO2: 2007668532.6

		CONTENTS
Clause			Page
1.	Interpretation	2
2.	Amendments to the Original Final Terms	2
3.	Miscellaneous	2
4.	Effective Date	2
Schedule
1.	Amended and Restated Final Terms	4
	Part 1	Amended and Restated Final Terms for Series 2021-1 Tranche 1 Covered Bonds
		..............................................................................................................................	4
	Part 2	Amended and Restated Final Terms for Series 2021-1 Tranche 2 Covered Bonds
		..............................................................................................................................	5
	Part 3	Amended and Restated Final Terms for Series 2021-2 Covered Bonds	6
Signatories	7

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THIS AGREEMENT is dated 15 March 2024 BETWEEN:

1. ARION BANK HF. (the Issuer); and
2. BANK OF NEW YORK MELLON, LONDON BRANCH (the Fiscal Agent, Paying Agent and Transfer Agent which expression shall include any successor fiscal agent or additional or successor paying agent or transfer agent appointed under clause 25 of the Principal Agency Agreement (as defined below), the Agents); and
3. THE BANK OF NEW YORK MELLON SA/NV LUXEMBOURG BRANCH (the Registrar, which expression shall include any successor registrar appointed under Clause 25 of the Principal Agency Agreement).

WHEREAS

1. This Supplemental Agency Agreement is supplemental to the agency agreement dated 16 July 2021 (the Principal Agency Agreement) made between the Issuer, the Fiscal Agent, the Paying Agent, the Transfer Agent and the Registrar and relating to the €2,000,000,000 Covered Bond Programme (the Programme).
2. The Issuer has issued the €300,000,000 Series 2021-1 Tranche 1 0.050 per cent. Fixed Rate Covered Bonds due October 2026 issued on 4 October 2021 (the Series 2021-1Tranche 1 Covered Bonds) which was consolidated with the €200,000,000 Series 2021-1 Tranche 2 0.050 per cent. Fixed Rate Covered Bonds due October 2026 issued on 6 April 2022 (the Series 2021-1Tranche 2 Covered Bonds) and formed a single Series on 17 May 2022 (the Series 2021-1Covered Bonds) and the €250,000,000 Series 2021-2 Floating Rate Covered Bonds due 6 July 2025 issued on 5 July 2022 (the 2021-2Covered Bonds, and together with the Series 2021-1 Covered Bonds, the Covered Bonds) under the Programme.
3. The holders of the Series 2021-1 Covered Bonds have agreed to amend and restate the final terms for Series 2021-1 Tranche 1 Covered Bonds dated 1 October 2021 (the "Original Series 2021-1Tranche
   1 Final Terms") and the final terms for Series 2021-1 Tranche 2 Covered Bonds dated 6 April 2022 (the "Original Series 2021-1Tranche 2 Final Terms", and together with Original Series 2021-1
   Tranche 1 Final Terms, the "Series 2021-1Final Terms") as set out in this Supplemental Agency Agreement by way of an Extraordinary Resolution dated 8 March 2024. The holders of the 2021-2 Covered Bonds have agreed to amend and restate the final terms for Series 2021-2 Covered Bonds dated 5 July 2022 (the "Original Series 2021-2Final Terms" and together with the Series 2021-1
   Final Terms, the "Original Final Terms") set out in this Supplemental Agency Agreement by way of a Written Resolution dated 8 March 2024.
4. Nothing in the Original Final Terms requires the Issuer to maintain any credit ratings from S&P in respect of the Covered Bonds or the Issuer and the Issuer has no intention of undertaking any such requirement. This Agreement is being entered into in order to amend and restate the Original Final Terms for accuracy and completeness and the Issuer will have no obligation to maintain any credit ratings in respect of the Issuer itself or the Covered Bonds under this Agreement.
5. The Issuer has requested the Fiscal Agent, Paying Agent, the Transfer Agent and the Registrar to enter into this Supplemental Agency Agreement to concur in making the modifications referred to in Clause 2 below.

IT IS AGREED as follows:

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1. INTERPRETATION
   Terms defined or construed in the Principal Agency Agreement shall bear the same meanings or construction when used in this Agreement. In the event of any inconsistency between definitions in the Principal Agency Agreement and this Agreement, the definition in this Agreement shall apply for the purposes of the Principal Agency Agreement and this Agreement.
2. AMENDMENTS TO THE ORIGINAL FINAL TERMS

1. With effect on and from the date hereof, the Conditions for the Series 2021-1 Tranche 1 Covered Bonds shall be determined by reference to the amended and restated final terms set out at Part 1 of Schedule 1 which shall be deemed to replace the Original Series 2021-1 Tranche 1 Final Terms, the Conditions for the Series 2021-1 Tranche 2 Covered Bonds shall be determined by reference to the amended and restated final terms set out at Part 2 of Schedule 1 which shall be deemed to replace the Original Series 2021-1 Tranche 1 Final Terms, and the Conditions for the Series 2021-2 Covered Bonds shall be determined by reference to the Final Terms set out at Part 3 of Schedule 1 which shall be deemed to replace the Original Series 2021-2 Final Terms.
2. On or about the date hereof, the Covered Bonds shall cease to be rated by S&P.

3. INSTRUCTIONS TO THE AGENTS

The Issuer hereby instructs the Fiscal Agent, the Paying Agent, the Transfer Agent and the Registrar to concur in and execute this Agreement and consent to (if and to the extent such consent is required) any action the Issuer is authorised or required to undertake in accordance with the provisions of this Agreement and acknowledges that each of the Fiscal Agent, Paying Agent, the Transfer Agent and the Registrar are entering into this Agreement in reliance on such instruction.

4. MISCELLANEOUS

1. The provisions of clauses 33, 34 and 35 of the Principal Agency Agreement shall also apply to this Agreement as if expressly incorporated into this Agreement and amended appropriately to refer to this Agreement.
2. The Issuer appoints Law Debenture Corporate Services Limited at its registered office at 8th Floor 100 Bishopsgate, London EC2N 4AG as its agent for service of process in England, and undertakes that, in the event of Law Debenture Corporate Services Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.

5. EFFECTIVE DATE

5.1 This Agreement supplements and should be read in conjunction with the Principal Agency Agreement. The amendments contemplated by this Agreement shall take effect from the date hereof. Save for the amendments to the Principal Agency Agreement expressly provided herein, all terms and conditions of the Principal Agency Agreement shall remain in full force and effect. The Principal Agency Agreement and this Agreement shall henceforth be read and construed together as one agreement and references in the Principal Agency Agreement to "this Agreement" shall be read as references to the Principal Agency Agreement as amended by this Agreement, provided always that in the event of any inconsistency between the Principal Agency Agreement and this Agreement, the provisions of this Agreement shall prevail.

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5.2 Any Notes issued under the Programme on or after the date of this Agreement (other than any Notes to be consolidated and form a single series with any Notes issued under the Programme prior to the date of this Agreement) shall be issued pursuant to the Principal Agency Agreement as supplemented by this Agreement. The amendments contemplated by this Agreement do not affect any Notes issued under the Programme prior to the date of this Agreement.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.

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SCHEDULE 1

AMENDED AND RESTATED FINAL TERMS

PART 1

AMENDED AND RESTATED FINAL TERMS FOR SERIES 2021-1 TRANCHE 1 COVERED

BONDS

[intentionally left blank, see overleaf]

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AMENDED AND RESTATED FINAL TERMS

PROHIBITION OF SALES TO EEA 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 European Economic Area (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 Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point

1. 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 (as amended, 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 UK 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 the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the EUWA); (ii) a customer within the meaning of the provisions of 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 the domestic law of the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of the domestic law of the UK 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 UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MIFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.

UK MIFIR product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.

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AMENDED AND RESTATED FINAL TERMS

____________ 2024

ARION BANK HF

Legal Entity Identifier (LEI): RIL4VBPDB0M7Z3KXSF19

Issue of €300,000,000 Series 2021-1 0.050 per cent. Fixed Rate Covered Bonds due October 2026

under the €2,000,000,000 Covered Bond Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 16 July 2021 which constitutes a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Amended and Restated Final Terms of the Covered Bonds described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Offering Circular and the Supplement to the Offering Circular, dated 17 September 2021, in order to obtain all the relevant information. The Offering Circular, the Supplement and the Amended and Restated Final Terms are available for viewing at Borgartún 19, 105 Reykjavík, Iceland and on the Luxembourg Stock Exchange's website at www.bourse.luand from the registered office of the Issuer and from the specified office of the Agent in London.

1.	(a)	Series Number:	2021-1
	(b)	Tranche Number:	1
	(c)	Series which Covered Bonds will be	Not Applicable
		consolidated and form a single
		Series with:
	(d)	Date on which the Covered Bonds	Not Applicable
		will be consolidated and form a
		single Series with the Series
		specified above:
	(e)	Trade Date	28 September 2021
2.	Specified Currency or Currencies:	€/euro/EUR

3. Aggregate Nominal Amount:

Tranche:€300,000,000

Series:€300,000,000

4.

Issue Price:

99.776% of the Aggregate Nominal Amount

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