Ålandsbanken Abp
Stock Exchange Release
18 September 2025 at 12:30 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, GREAT BRITAIN, HONG KONG, JAPAN OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.

Ålandsbanken Abp (“Ålandsbanken”) announces consent solicitation for its outstanding up to SEK 200,000,000 Floating Rate Callable Tier 2 Notes due 2 March 2043 (ISIN: SE0013360930) (the “2043 Notes”) issued under Ålandsbanken’s EUR 2,000,000,000 Medium Term Note, Covered Bond, Tier 2 Note and AT1 Note Programme and SEK 150,000,000 Green Floating Rate Tier 2 Notes due 16 December 2041 (ISIN: SE0016274294) (the “2041 Notes”), and together with the 2043 Notes (the “Notes”) issued under Ålandsbanken’s EUR 3,000,000,000 Medium Term Note, Covered Bond, Tier 2 Note and AT1 Note Programme to amend the terms and conditions of the Notes (the “Proposal”) in relation to Ålandsbanken’s planned removal of the write-down mechanisms to, among other things, align with regulatory changes. 

Ålandsbanken commences a consent solicitation process and initiates procedures in writing (the “Procedures in Writing”) for the noteholders to vote for or against the Proposal to amend the terms and conditions of the Notes by removing completely the write-down mechanisms. Nordea Bank Abp (the “Solicitation and Tabulation Agent” or “Nordea”) is acting as the solicitation agent and tabulation agent in connection with these Procedures in Writing. Nordic Trustee & Agency AB (publ) is acting as verifier of the result of the Procedure in Writing.

As compensation for the noteholders voting by 26 September 2025 (the “Early Deadline”) in these Procedures in Writing, Ålandsbanken offers a fee of 0.10 per cent. (the “Consent Fee”) for the aggregate nominal amount of the Notes voted for by each noteholder. The Consent Fee shall be paid to those noteholders from whom the Solicitation and Tabulation Agent has received a valid voting form in favour or against the Proposal prior to the Early Deadline.

The payment of the Consent Fee is subject to the Proposal being approved in respect of both the 2043 Notes and the 2041 Notes by the requisite majority of the noteholders participating in the Procedures in Writing respectively.

Noteholders shall return, as applicable, the voting form, as set out in Schedule 1 of the notices of Procedure in Writing (the “Notices of Procedure in Writing”) annexed hereto, and, the power of attorney/authorisation set out in Schedule 2 of the Notices of Procedure in Writing annexed hereto or other sufficient evidence, if the Notes are held in custody other than by Euroclear Sweden AB, by scanned copy by e-mail to: nordealiabilitymanagement@nordea.com.

To be eligible to participate in the Procedures in Writing and receive the Consent Fee a person must meet the criteria for being a noteholder on 25 September 2025 (the “Record Date”). This means that the person must be registered on a securities account with Euroclear Sweden AB, as a direct registered owner or authorised nominee with respect to one or several Notes. The Early Deadline is on 26 September 2025, by which noteholders must vote in the Procedures in Writing to receive the Consent Fee. The Solicitation and Tabulation Agent must receive the completed voting form no later than 12:00 p.m. (CEST) on 2 October 2025 (the “Final Voting Deadline”) by email using the contact details set out below. Votes received thereafter may be disregarded. The results of the Procedures in Writing are expected to be announced on 2 October 2025.

The details of the terms and conditions of the consent solicitation are set out in the Notices of Procedure in Writing, which will be made available to noteholders and may be requested from Nordea as Solicitation and Tabulation Agent.

Solicitation and Tabulation Agent, Nordea Bank Abp, e-mail: nordealiabilitymanagement@nordea.com
Attention: Nordea Liability Management, tel. +45 6161 2996

ÅLANDSBANKEN ABP

Ulf Bäckström
Head of Treasury
e-mail: ulf.backstrom@alandsbanken.fi
tel. +358 20 429 3684

Important Notice

In respect of the consent solicitation process, this announcement must be read in conjunction with the Notices of Procedure in Writing. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the Notices of Procedure in Writing or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Neither this announcement nor the Notices of Procedure in Writing constitute an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.

In a number of jurisdictions, in particular in the United States, Australia, Canada, Great Britain, Hong Kong, Japan and Singapore, the distribution of this announcement or the Notices of Procedure in Writing may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). Persons into whose possession this announcement or the Notices of Procedure in Writing comes are required to inform themselves about, and to observe, any such restrictions. In particular, none of the securities referenced in this announcement, including the Notes, nor the Notices of Procedure in Writing have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as any securities may not be offered or sold (and the consent solicitation is not being made) in the United States except pursuant to an exemption from registration under the Securities Act.

The consent solicitation is only being made outside the United States. Neither this announcement nor the Notices of Procedure in Writing is an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This announcement or the Notices of Procedure in Writing must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.

The information herein may contain forward-looking statements. All statements other than statements of historical facts included in the information are forward-looking statements. Forward-looking statements give Ålandsbanken’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Ålandsbanken’s control that could cause Ålandsbanken’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding
Ålandsbanken’s present and future business strategies and the environment in which it will operate in the future.

DISTRIBUTION

Nasdaq Helsinki
Major media
www.alandsbanken.com

ANNEXES