Notice on Public Offering of Senior Unsecured Preferred Bonds of AS Citadele banka

AS “Citadele banka” (“Citadele”) hereby announces the public offering of the first tranche of the first series of Senior Unsecured Preferred Bonds (the “Bonds”), under the €50,000,000 Second Senior Unsecured Preferred Fixed/Floating Rate Bonds Programme (the “Programme”). 

This offering is conducted on the basis of the Base Prospectus dated 14 September 2026 approved by the Bank of Latvia on 15 September 2026 (“Prospectus”) and the initial Final Terms of the Bonds, approved by Citadele’s Management Board on 18 September 2026 (“Final Terms”). The Prospectus and the Final Terms are available in electronic form on the website of Citadele https://www.cblgroup.com/en/investors/bonds/.

The net proceeds from the Offer are to be used by Citadele for general corporate purposes, including, without limitation, for meeting the mandatory minimum requirement for own funds and eligible liabilities applicable to Citadele and Citadele Group at the consolidated level and to repurchase Citadele's outstanding EUR 40,000,000 Subordinated Bonds (ISIN: LV0000880102) issued under its EUR 40,000,000 Fourth Unsecured Subordinated Bonds Programme.

The Bonds will be offered to qualified investors in the Baltic States and elsewhere in the European Economic Area (“EEA”).

The Prospectus outlines the general terms and conditions of the Programme, while the exact size of the issuance, the price, maturity date, yield and other parameters of the Bonds are detailed in the Final Terms. Poga & Associates Law Office acts as the bank’s legal adviser.

Main terms of the offering

The offering size of the Bonds is from EUR 10 million up to EUR 50 million. Citadele has the right to increase or decrease the aggregate principal amount of the Tranche, provided that the maximum aggregate nominal amount of all Bonds outstanding under the Programme does not exceed EUR 50 million.

Each Bond has a nominal value of EUR 10,000, with a fixed interest rate applicable until the Reset Date of 28 December 2028, as defined in the Prospectus and the Final Terms. The fixed interest rate will be determined by Citadele following the Offer Period based on the Fixed Interest Rate levels specified in the Final Terms (5.00%, 5.15% or 5.25% per annum). After the Reset Date, a floating interest rate will apply, consisting of 3-month EURIBOR plus a margin of 1.55% per annum.

The Bonds (ISIN LV0000113439) will be offered at EUR 10,000 per Bond, with a minimum investment of 10 Bonds (EUR 100,000). The Bonds have not been and will not be rated at Citadele’s request.

Interest payments on the Bonds will be made semi-annually on 28 June and 28 December until the Reset Date, and quarterly on 28 March, 28 June, 28 September and 28 December thereafter. The Bonds will mature on 28 December 2029.

The bonds are planned to be included in the regulated market – the Baltic Bond List of “Nasdaq Riga” stock exchange. The expected date of the listing and admission to trading is on or around 1 October 2026.

Expected timetable of the offering

The Offer Period will last from 21 September 2026,10:00 to 23 September 2026, 15:30 (Latvian time). Citadele has a right to prolong the offer period. If the Offer Period is extended, the relevant dates may be rescheduled in accordance with the Prospectus and the Final Terms.

Submission of Purchase Orders

Purchase Orders may be submitted during the Offer Period directly to Citadele or via the Nasdaq Fixed Income Trading System. Each Purchase Order shall indicate a specific Fixed Interest Rate level within the range specified in the Final Terms. Investors may submit multiple Purchase Orders at different Fixed Interest Rate levels, provided that each Purchase Order meets the minimum investment amount. Latvian, Lithuanian and Estonian institutional investors treated by Citadele as eligible counterparties may also submit Purchase Orders to Citadele via Bloomberg. Other investors may submit Purchase Orders through credit institutions, investment brokerage firms or other financial intermediaries, subject to the conditions set out in the Final Terms. Other investors in the European Economic Area should contact Citadele (tel: +371 67010555; e-mail: broker@citadele.lv, Attn: Mr. Jurijs Mihailovs).

LHV Pank, Orion Securities and Signet Bank are going to facilitate trading process of the Bonds to their clients in Estonia, Lithuania and Latvia.

Investors shall ensure that the information provided in their Purchase Orders is correct and complete and that sufficient funds are available for settlement. Incomplete, incorrect or unclear Purchase Orders may be rejected.

For detailed information on the submission of Purchase Orders, including investor-specific requirements and settlement arrangements, please refer to the Final Terms.

Before making an investment decision, investors should carefully read the Prospectus and the Final Terms and, if necessary, consult their professional advisers.

For more information: Krists Eiduks, Head of Treasury, +371 28448481, krists.eiduks@citadele.lv

About Citadele Group

Citadele’s mission is to modernise the financial sector by offering a range of next-generation financial technology-based services alongside traditional banking products, serving both private individuals and entrepreneurs across the Baltics. Citadele holds a long-term deposit rating of A3 and a senior unsecured debt rating of Baa2, assigned by Moody’s on 21 April 2026, with a stable outlook. In H1 2026, Citadele issued EUR 750 million in new loans, with the total loan portfolio reaching EUR 3.9 billion and deposits growing to EUR 4.3 billion. Citadele Bank is the Group’s parent company in Latvia, and its subsidiaries and branches operate in Latvia, Lithuania and Estonia.

IMPORTANT NOTICE. This notice is an advertisement for securities within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (“Prospectus Regulation”) and does not constitute an offer to sell the Bonds or an invitation to subscribe to the Bonds. The offer to acquire the Bonds is made solely on the basis of the Prospectus and the Final Terms. The Prospectus and Final Terms are available on the websites of the Bank of Latvia and AS Citadele banka. All investors should make their investment solely on the basis of information that is contained in the Prospectus, Final Terms and supplements (if any) published in connection with this offering.

Before making an investment decision, investors should read the information published in the Prospectus and the Final Terms in order to understand all details related to the investment. The approval of the Prospectus by the Bank of Latvia should not be regarded as endorsement of AS Citadele banka or the offered securities. The Bonds will be offered to qualified investors in the Republic of Latvia, Lithuania and Estonia and, pursuant to an exemption under Article 1(4) of the Prospectus Regulation, to qualified investors located elsewhere in the EEA.

The Bonds are not intended to be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom, and accordingly no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) has been prepared. The target market for the Bonds is eligible counterparties and professional clients only; each as defined in MiFID II. The information contained in this notice is not intended to be published, distributed, or transmitted, in whole or in part, directly or indirectly, to such countries or jurisdictions or otherwise in such circumstances in which such publication, distribution or transmission would be unlawful or require measures other than those required under Latvian laws to be taken by Citadele, including to the United States of America.

This announcement does not constitute a recommendation or consultation concerning the public offering of the Bonds. Information in this announcement or any of the documents relating to the public offering of the Bonds cannot be relied upon as a guide to future performance. Before purchasing any Bonds, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus and the Final Terms. The investor must assess the benefits, risks and impact of investing in the Bonds on his / her own financial position and make an independent decision on making the investment, fully understanding its consequences. The Bonds may be difficult to understand and may not be suitable for all investors.

Information presented in this announcement is subject to verification, correction, completion and change without notice.