Notice of Buyback Offer for Admiral Markets AS Tier 2 Bonds and Planned Withdrawal from Investment Firm Licence

Admiral Markets AS (registry code 10932555) is conducting a buyback offer for up to 13,535 Tier 2 bonds issued on 28 December 2017 (ISIN EE3300111251, nominal value EUR 100 per bond, maturity date 28 December 2027, hereinafter the bond) during the period from [19] March 2026 to [2] April 2026 at a price of EUR [103.21] per bond. The value date of the transaction will be [8] April 2026 or a date close thereto. The buyback offer is directed solely to current bondholders of Admiral Markets AS (hereinafter the Investor).

Admiral Markets AS is an investment firm established in Estonia, authorised to provide investment services under a licence issued by the Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon) across the European Union and European Economic Area, and is part of the Admirals Group. The Admirals Group is an international financial services brand offering leveraged online trading services in over-the-counter markets as well as exchange-listed instruments. The parent company, Admirals Group AS, operates through regulated investment firm subsidiaries (including Admiral Markets AS), with a physical presence in 10 countries and a client base spanning over 100 countries.

Admirals Group AS is planning structural changes within the group, as a result of which Admiral Markets AS intends to relinquish its investment firm licence issued in Estonia.

The group currently operates internationally under several widely recognised licences, including: the Financial Conduct Authority (FCA) in the United Kingdom, the Cyprus Securities and Exchange Commission (CySEC) in Cyprus, the Jordan Securities Commission (JSC) in Jordan, the Capital Markets Authority (CMA) in Kenya, and the Financial Services Authority (FSA) in Seychelles.

The restructuring is driven by a fundamental need and strategic decision to optimise the group’s geographical footprint by focusing on a smaller number of countries and regions where the group has stronger growth opportunities and a clearer strategic focus. The ongoing changes will not affect existing group clients.

Despite the restructuring, Estonia will remain a strategic location for the company. The company’s headquarters, with approximately 60 employees, will continue to be located in Tallinn. Admiral Markets AS has submitted an application to the Financial Supervision Authority to relinquish its investment firm licence, and the licence is expected to be revoked in the second quarter of 2026.

The buyback will take place under the following terms:

• the purchase price is EUR [103.21] per bond, consisting of the nominal value (EUR 100), a premium ([1] euro), and accrued interest (EUR 2.21); and
• the bonds must be free of any third-party rights or encumbrances.

All investors may offer their bonds for buyback to Admiral Markets AS on equal terms. To participate in the buyback, the investor must submit, during the offer period, an off-exchange sell order through their bank (account operator of the securities account opened with Nasdaq CSD SE) within the relevant corporate action for Admiral Markets AS bonds, indicating the number of bonds or other required information that the investor wishes to sell back under the terms set out in this notice.

The investor may use any method provided by their account operator to submit the sell order (e.g. in person at a service branch, online, or otherwise). The investor’s sell order is deemed submitted once Nasdaq CSD receives a duly completed instruction from the account operator. The investor has the right to amend or cancel their sell order at any time until the end of the offer period. To do so, the investor must contact their account operator and complete the required procedures. Upon submission of the sell order, the account operator will block the corresponding quantity of securities in the investor’s account. The investor bears all costs and fees related to submitting, cancelling, or amending the sell order.

By submitting a sell order, each investor:

• agrees that this notice does not constitute an offer to conclude a bond buyback agreement within the meaning of §16(1) of the Law of Obligations Act or otherwise, and that submitting a sell order does not in itself create a binding agreement between Admiral Markets AS and the investor;
• agrees that the number of bonds indicated in the sell order is the maximum number the investor wishes to offer, and that Admiral Markets AS may purchase fewer (but not more) than the indicated amount; 
• authorises the account operator or Nasdaq CSD to amend the details of the sell order, including adjusting the number of bonds and the total transaction amount (calculated as purchase price multiplied by the number of bonds actually bought back), if it is not possible to buy back all bonds offered;
• confirms that the bonds are free of third-party rights;
• confirms that (i) they have reviewed this notice, (ii) they are aware of the Admirals Group’s plans regarding Admiral Markets AS, including the intention to relinquish its licence, and (iii) they understand the consequences of participating or not participating in the buyback;
• consents to the exchange of their personal data between account operators, Nasdaq CSD, and Admiral Markets AS both during the period for submitting repurchase orders and after the end of the relevant period for the purposes of participating in (including deciding on the distribution of bond repurchases) the buyback.

Summary of key terms:

The offer period, during which it is possible to sell the bonds back to Admiral Markets AS, begins on [19] March 2026 at [10:00] and ends on [2] April 2026 at [16:00] (Estonian time).

The buyback price is EUR [101] (EUR 100 nominal + [1] euro premium), plus accrued interest of EUR 2.21 as of the value date. Only whole bonds may be offered.

Investors wishing to submit a redemption order must contact their securities account operator in the Estonian securities register.

IMPORTANT DATES

The schedule below lists the most important dates related to the offer.

[19] March 2026 – Start of offer period (start of offer submission to account manager)

[2] April 2026 – End of offer period (end of offer submission to account manager)

[6] April 2026 (or near date) – Admiral Markets AS publishes the results of the buyback offer

[8] April 2026 (or near date) – Settlement date (transfer of bonds and funds)

For additional information, please contact:

Eduard Kelvet
Member of the Management Board
Admiral Markets AS
+372 555 38042
[email protected]

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