NLB Publishes Amended Offering Memorandum - Addiko

Nova Ljubljanska Banka d.d.

17 July 2026

 

Nova Ljubljanska Banka d.d.

July 17, 2026

NLB Publishes Amended Offering Memorandum of the Voluntary Public Takeover Offer for Addiko Bank AG  

Pursuant to Section 5 para 3 of the Austrian Takeover Act ("ATA"), Article 17 of the Market Abuse Regulation (EU) No 596/2014 ("MAR") and relating to Article 158 of the Slovenian Market in Financial Instruments Act and the Rules of the Ljubljana Stock Exchange

Nova Ljubljanska banka d.d., Ljubljana ("NLB" or the "Bidder") hereby gives notice that, pursuant to Sections 15, 19 1b, 19 1d and 25a of the Austrian Takeover Act (Übernahmegesetz, "ATA"), it has published the amendment to the Offering Memorandum (Angebotsunterlage) in connection with the reduction of the minimum acceptance threshold and the extension of the acceptance period in its all cash voluntary public takeover offer aimed at acquiring control of Addiko Bank AG ("Addiko" or the "Target").

The improvement of the Offer consists of the reduced minimum acceptance threshold to 50% plus one share corresponding to 9,750,001 Addiko shares and the extension of the acceptance period until Wednesday, 29 July 2026.

Addiko Shareholders, who have already accepted the competing offer launched by Raiffeisen Bank International AG, are entitled to revoke their respective acceptance declarations until no later than Thursday, 23 July 2026 and tender their shares into NLB's Offer. For information on how to revoke a previously submitted acceptance and participate in NLB's Offer, shareholders should contact their financial intermediary (bank, broker etc.). Furthermore, we kindly invite all interested stakeholders to regularly visit our website for any new announcements and further information regarding NLB's Offer, including the non-binding guideline on how to revoke a previously submitted acceptance declaration.

NLB's Offer is now superior both financially as well as regarding the acceptance threshold to the competing RBI offer. The reduction of the minimum acceptance threshold was also initiated at the suggestion of a number of shareholders who have a strong interest in tendering into the NLB Offer and for whom the lowered threshold substantially reduces execution risk. The share offer price of EUR 37.00 per Addiko share on a cum dividend basis represents a 39.6% premium to the competing offer with a clear and transparent maximum payout for all shareholders, and with no contingent payments.

Key Terms of the Offer

Bidder	Nova Ljubljanska banka d.d., Ljubljana, Slovenia
Target Company	Addiko Bank AG, Vienna, Austria  |  Vienna Stock Exchange, ISIN AT000ADDIKO0
Offer Price	EUR 37.00 per Addiko Share (cum dividend), payable in cash
Subject of the Offer	19,500,000 no-par value ordinary bearer shares (100% of issued share capital)
Minimum Acceptance Threshold	50% plus one share (9,750,001 Addiko Shares)
Acceptance Period	13 May 2026 - 29 July 2026, 17:00 CET
Conditions Precedent	Minimum Acceptance Threshold; merger control clearance; banking regulatory clearance in relevant jurisdictions (ownership control proceedings); no material adverse change; no significant Euro Stoxx Banks Index decline; no significant compliance breach
Long Stop Date	31 May 2027
Payment & Settlement Agent	Erste Group Bank AG, Am Belvedere 1, 1100 Vienna
ISINs	Addiko Shares: AT000ADDIKO0  |  Tendered (Acceptance Period): AT0000A3UDF5  |  Tendered (Additional Acceptance Period): AT0000A3UDG3

Availability of the amendment to the Offering Memorandum

The amendment to the offering memorandum has been approved by the Austrian Takeover Commission (Österreichische Übernahmekommission) and is available at:

Amendment to the Offering Memorandum (English): LINK

Verbesserter Angebotsunterlage (Deutsch - binding): LINK

IMPORTANT NOTICE TO INVESTORS EACH INVESTOR IS STRONGLY URGED TO CAREFULLY READ THE OFFERING MEMORANDUM AND THE AMENDMENT TO THE OFFERING MEMORANDUM IN ITS ENTIRETY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER. The offering memorandum and the amendment to the offering memorandum contain important information about the terms and conditions of the Offer, the Conditions Precedent, risks associated with the transaction, tax considerations, and procedural requirements for acceptance. In case of doubt, investors should seek independent financial, legal or tax advice.

Important Notice

This announcement has been made pursuant to applicable Slovenian capital market regulations and is published for information purposes only. It does not constitute an offer to acquire, or an invitation to sell, securities in any jurisdiction, and should not be relied upon as the basis for any investment decision. This announcement is not a prospectus.

This announcement will be available on NLB's website (www.nlbgroup.com) as of 17 July 2026.

Investor Relations

NLB d.d., Ljubljana

 

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