Arion Bank - Full Exercise Over-Allotment Option

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Full Exercise of the Over-Allotment Option and

Post-Stabilization Notice

20 June 2018

Full Exercise of the Over-Allotment Option

In connection with the initial public offering of shares in Arion Banki hf (the "Company") by the Selling Shareholders, Citigroup Global Markets Limited hereby announces that it has fully exercised the Over-Allotment Option for 67,875,000 shares of the Company out of the up to 67,875,000 Over-Allotment Securities (in the form of Shares or SDRs) granted by the Selling Shareholder. The purchase price of the option shares is ISK 75.00 per Share, equal to the offer price in the Offering, for an aggregate consideration of approximately ISK 5,091 million. Settlement of the Over-Allotment Option will take place on 25 June 2018.

Stabilization Notice

Further to the Stabilisation Notice dated 15 June 2018, Citigroup Global Markets Limited  hereby gives notice that the Stabilising Managers named below did not undertake stabilisation (within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU/596/2014)) in relation to the offer of the following securities:

Disclaimer 

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

The information contained in this announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, into or within the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where it is unlawful to distribute this announcement

Arion Bank has not authorised any offer to the public of securities in any Member State of the European Economic Area, except in Iceland and Sweden. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive other than Iceland and Sweden (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States:

i.    to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; or

ii.    in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

In the United Kingdom, this document and any other materials in relation to the securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. No action has been taken by Arion Bank that would permit an offer of securities or the possession or distribution of these materials or any other offering or publicity material relating to such securities in any jurisdiction, except for the Iceland and Sweden, where action for that purpose is required.

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration.  There will be no public offer of securities in the United States.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.