Banistmo Announces Expiration and Results of its Consent Solicitation relating to its 4.250% Senior Notes due 2027

CUSIP Nos. 06034L AB6 / P15383 CD5

PANAMA CITY, April 17, 2026 /PRNewswire/ -- Banistmo, S.A. ("Banistmo") announces the expiration and results of its previously announced consent solicitation (the "Consent Solicitation") relating to its outstanding 4.250% Senior Notes due 2027 (the "Notes").

The Consent Solicitation expired at 5:00 p.m., New York City time, on April 17, 2026 ("Expiration Time"). As of the Expiration Time, Banistmo has received the requisite consents from registered holders ("Holders") of at least a majority of the aggregate principal amount of the Notes outstanding (the "Requisite Consents") to approve the proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), as described in the consent solicitation statement dated as of April 13, 2026 (as amended or supplemented from time to time, the "Consent Solicitation Statement"). Accordingly, Banistmo expects to enter into a supplemental indenture to the Indenture (the "Supplemental Indenture") with The Bank of New York Mellon, as trustee (the "Trustee"), reflecting the Proposed Amendments.

Although the Supplemental Indenture will become effective upon its execution and delivery by Banistmo and the Trustee, the Proposed Amendments will become operative only upon the consummation of the Transaction (as defined below), the payment of the Consent Fee (as defined below) to Consenting Holders (as defined below) and the satisfaction of certain other conditions, in each case as described in the Consent Solicitation Statement. The Consent Fee is expected to be paid substantially concurrently with the Transaction closing, which, if consummated, is currently expected to occur no later than June 30, 2026.

Subject to the terms and conditions of the Consent Solicitation, Banistmo offered each Holder of the Notes who validly delivered (and did not validly revoke) its consents to the Proposed Amendments prior to the Expiration Time (each such Holder a "Consenting Holder") a consent consideration equal to U.S.$10.00 per U.S.$1,000 in principal amount of the Notes held by such Consenting Holder (the "Consent Fee"). If the Transaction is not consummated or the other conditions to the Consent Solicitation are not satisfied or waived, no Consent Fee will be paid, the Proposed Amendments will not become operative, and the Notes will continue to be subject to the current terms and conditions of the Indenture.

Proposed Amendments

As described in the Consent Solicitation Statement, on December 18, 2025, Grupo Cibest S.A. ("Grupo Cibest"), the direct owner of Banistmo, entered into a promise to purchase shares agreement (as amended, supplemented or otherwise modified from time to time, the "Promise to Purchase Shares Agreement") with Inversiones Cuscatlán Centroamérica, S.A. ("ICC"). Pursuant to the Promise to Purchase Shares Agreement, and upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, ICC will acquire 100% of the issued and outstanding shares of Banistmo (the "Transaction"). At the closing of the Transaction, control of Banistmo will transfer from Grupo Cibest to ICC, and Banistmo will become a wholly owned subsidiary of ICC.

The consummation of the Transaction would constitute a "Change of Control" under the Indenture. Following a "Change of Control" (as defined in the Indenture) the Indenture requires Banistmo to make an offer to purchase for cash all of the Notes then outstanding validly tendered by any Holder (as defined below) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

Subject to the conditions described in the Consent Solicitation Statement, Banistmo sought consents from Holders of the Notes to amend the Indenture to (i) provide that the Transaction will not constitute a "Change of Control," (ii) provide that each of Bancolombia S.A., Grupo Cibest and ICC will be a "Permitted Holder," and (iii) add to, amend, supplement or change certain other defined terms contained in the Indenture and the Notes related to the foregoing (collectively, the "Proposed Amendments").

Solicitation Agents and Information

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are serving as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation. Global Bondholder Services Corporation is serving as the information agent and tabulation agent in connection with the Consent Solicitation ("GBSC" or the "Information and Tabulation Agent").

Questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agents to Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) or to J.P. Morgan Securities LLC at +1 (212) 834-7279 (collect) or +1 (866) 846-2874 (toll-free). Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement, may be directed to GBSC at (855) 654-2014 (toll-free) or by email to [email protected].

This press release does not constitute an offer to sell, or an offer to purchase, or a solicitation of an offer to purchase or sell, any security. The Consent Solicitation was made solely pursuant to the terms of the Consent Solicitation Statement. No recommendation was made as to whether Holders should consent to the Proposed Amendments. The Consent Solicitation was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

About Banistmo

Banistmo is a full‑service commercial bank organized and existing as a corporation (sociedad anónima) under the laws of the Republic of Panama. Banistmo operates as a wholly owned subsidiary of Grupo Cibest S.A. and offers a broad range of banking and financial services through two core business lines: Retail & Small and Medium Enterprises and Corporate & Government Banking, including deposit products, consumer and commercial lending, residential mortgages, credit cards, leasing, international banking services, cash management, trust and fiduciary services and investment banking, and other specialized financial products and services. Banistmo operates under a general banking license granted by the Superintendency of Banks of Panama and maintains an extensive nationwide distribution network across Panama.

About Grupo Cibest S.A.

Grupo Cibest is a Colombian holding company and the parent company of Bancolombia S.A. and its financial and non‑financial businesses. Formerly known as Grupo Bancolombia, Grupo Cibest S.A. began its operation in May 2025 as part of a corporate reorganization that established Grupo Cibest S.A. as the new top‑level holding company of the group. Grupo Cibest S.A., together with its subsidiaries, provides a broad range of banking and financial services in Colombia, Central America and the Caribbean.

About Inversiones Cuscatlán Centroamérica, S.A.

ICC is a Panamanian holding company that directly and indirectly owns of all the banking and insurance institutions under the brands Banco Cuscatlán for banks and Seguros e Inversiones (SISA) for insurance entities. ICC has a credit rating of AA+ outlook stable, issued by Pacific Credit Rating. ICC owns regulated entities in Guatemala, Honduras, El Salvador, Colombia and Panama with assets of approximately US$7.5 billion. These entities collectively have over 5,270 employees and provide financial and insurance services to more than 2.7 million clients through 195 branches and 429 ATMs.

Important Information

This communication is provided solely for informational purposes in connection with the Consent Solicitation described herein. The Consent Solicitation was made only pursuant to the Consent Solicitation Statement and the information contained therein. This communication does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, nor does it constitute a recommendation as to whether any Holder should have consented to the Proposed Amendments.

Banistmo has not filed this communication or the Consent Solicitation Statement with, and neither has been reviewed by, any federal, state or foreign securities commission or other regulatory authority. No authority has passed upon the accuracy or adequacy of this communication or the Consent Solicitation Statement, and it is unlawful and may be a criminal offense to make any representation to the contrary.

No person has been authorized to give any information or to make any representations in connection with the Consent Solicitation other than those contained in the Consent Solicitation Statement and, if given or made, such information or representations should not be relied upon as having been authorized.

None of Banistmo, Grupo Cibest, ICC, the Solicitation Agents or the Information and Tabulation Agent have made any recommendation as to whether Holders should have consented or refrained from consenting to the Proposed Amendments.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "will," "could," "believe," "anticipate," "intend," "estimate," "expect," "project," "forecast," "may," "objective," "plan" and similar expressions or the negative of such terms or other variations thereof are intended to identify forward‑looking statements. These forward‑looking statements include, but are not limited to, statements regarding the proposed transaction described therein and events or developments that are expected to occur in the future, including the timing and completion of the Transaction.

These forward‑looking statements are based on current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of such events. Such forward‑looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. Forward‑looking statements are inherently uncertain and involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward‑looking statements.

Factors that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements include, but are not limited to: the completion of the Transaction on anticipated terms and timing; the risk that conditions to the completion of the Transaction, including obtaining required regulatory approvals, may not be satisfied in a timely manner or at all; the risk that disruptions from the Transaction will harm Banistmo's business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; continued availability of capital and financing; and the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction.

Although Banistmo believes that the expectations reflected in these forward‑looking statements are reasonable, no assurance can be given that such expectations will be realized. The forward‑looking statements contained herein speak only as of the date hereof, and Banistmo does not intend to publicly update or revise any forward‑looking statements as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward‑looking statements.

SOURCE Banistmo, S.A.