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S-Bank Plc - Tender Offer 2024 (FI) - Launch

S-Bank Plc considers issuance of new notes and announces tender offer for its outstanding notes due in 2025 - FI4000512058

22 FEBRUARY 2024

Full announcement including disclaimers and offer restrictions available via S-Bank Plc

S-Bank Plc ("S-Bank") announces its intention to issue new senior preferred MREL eligible notes (the "New Notes"). At the same time, S-Bank also invites today the holders of the EUR 220,000,000 senior preferred MREL eligible notes due 2025 (ISIN code FI4000512058) issued by S-Bank (the "Notes") to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 22 February 2024 (the "Tender Offer Memorandum") (the "Tender Offer").


Pursuant to the Tender Offer, S-Bank proposes to accept for purchase any and all of the Notes. S-Bank however reserves the right, in its sole discretion, to decide on the acceptance for purchase of the Notes, including not to accept any purchase of the Notes. Whether S-Bank will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to compliance with the Permission and completion of the issue of the New Notes (the "New Issue Condition"). Subject to the satisfaction or waiver of the New Issue Condition, if S-Bank decides to accept for purchase valid tenders of Notes pursuant to the Tender Offer, S-Bank will accept for purchase all of the Notes that are validly tendered for purchase pursuant to the Tender Offer and there will be no scaling of any tenders of such Notes for purchase. For the avoidance of doubt, S-Bank may not waive the New Issue Condition to the extent that it would not comply with the Permission.

The purchase price of the Notes is EUR 100,000.00 per EUR 100,000.00 in nominal amount of the Notes (equalling to 100.00 per cent of the nominal amount of the Notes). In addition, accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.

The Tender Offer period begins on 22 February 2024 and expires at 4:00 p.m. Finnish time on 28 February 2024. The final tender offer results and completion date will be announced as soon as reasonably practicable after the expiry of the Tender Offer. The settlement date is expected to be 6 March 2024 subject to the completion or waiver of the New Issue Condition.

Noteholders wishing to subscribe for New Notes must make a separate application to subscribe for such New Notes to any of the joint lead managers of the issue of the New Notes. Danske Bank A/S, Landesbank Baden-Württemberg and Skandinaviska Enskilda Banken AB (publ) act as joint lead managers for the issue of the New Notes."


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