Prospectus

The IPO in Tryggingamiðstoðin hf. (TM) will take place on 22, 23 and 24 April 2013. During the IPO, Stoðir hf. intends to sell 218,550,000 of previously issued shares in TM, corresponding to 28.7% of issued shares in TM. All the shares in the offering will be sold at the same offer rate, which will be between ISK 17.75–20.10 per share. The sales value of the offer can amount to between ISK 3.9–4.4 billion. The market value of all the shares in TM based on the above price range is between ISK 13.5–15.3 billion.

An application has been submitted for the listing of all TM shares (760,393,888 shares) and acceptance for trading in the Main Market of NASDAQ OMX Iceland hf. In the event that NASDAQ OMX Iceland hf. has not approved the application of TM for accepting the shares of the company for trading in the Main Market before 7 May 2013, the date on which the purchased shares are to be delivered, the offer will be declared invalid and all subscriptions cancelled. Investors, therefore, will not receive shares in a company that has not been accepted for trading in the exchange. In the event that the IPO is invalid, the investors who have paid their payment invoices will be contacted immediately, via the e-mail address that they specified in their subscription, and they will be refunded.

The IPO is marketed in Iceland. A prerequisite for participation in the IPO is that the participants have an Icelandic ID No. and are legally competent to manage their financial affairs. One subscription is authorised for each ID No. in the offer, with the exception of the subscription of individuals that submitted through the intermediation of financial undertakings responsible for asset management. Participation in the IPO is binding for investors.

The IPO is in two parts and is divided into an order book and a subscription.

1. Order book – minimum subscription of ISK 50 million at purchase price

The shares for sale in the order book consist of 145,700,000 shares, or the equivalent of 19.2% of issued TM shares. For the order book, investors submit their subscription to the supervisor and sales entity during the subscription period on a special subscription form that can be obtained from Landsbanki Corporate Finance and Íslandsbanki Corporate Finance. Investors may divide their total subscription into smaller sub-offers at different prices. The Landsbanki Corporate Finance department accepts subscription forms on behalf of the supervisor and sales entity.

2. Subscription part – subscriptions amounting to between ISK 100,000 and 49,999,999 at purchase price

The shares for sale in the subscription part consist of 72,850,000 shares, or the equivalent of 9.6% of issued TM shares. Investors register their subscription on the subscription website of Landsbanki which will be open during the subscription period, www.landsbankinn.is/tmutbod. Investors enter their ID No. and a password that they order from the subscription website and receive as an electronic document to their online banking account. In order to register their subscription, investors must have access to an Internet banking account, which can be in any Icelandic commercial bank which offers online banking.

Investors may set the condition for their subscription that the offer price may not exceed a particular maximum price per share. If an investor does not specify a maximum price in his subscription, the subscription rate on the date of the offer will be taken into account.

TM has published a prospectus dated 11 April 2013. Investors are encouraged to familiarise themselves with all the information provided therein before making a decision on investing in shares in TM. The prospectus, as well as other information published about the share offering, may be accessed below and will be accessible for the next 12 months. Hard copies may be obtained from the main offices of TM at Síðumúli 24 in Reykjavík.

Landsbanki consultants, on behalf of the supervisor and seller, provide information on the subscription part of the IPO in Tel. No. 410 4040, and by e-mail to fjarmalaradgjof@landsbankinn.is, from 09:00 to 20:00 on 22 and 23 April and to the end of the IPO at 16:00 on 24 April 2013.