Press Release / Announcement pursuant to Sec 5 ATA

Nova Ljubljanska Banka d.d.

16 June 2026

 

Nova Ljubljanska Banka d.d.

June 16, 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Press Release / Announcement pursuant to Sec 5 ATA

Pursuant to the Rules of the Ljubljana Stock Exchange and Article 158 of the Market in Financial Instruments Act, relating to Article 17 of the Regulation (EU) No 596/2014 Nova Ljubljanska banka d.d., Ljubljana, Trg republike 2, 1000 Ljubljana announces its intention to increase the price in its voluntary public takeover offer aimed to acquire control over Addiko Bank AG ("Addiko") to EUR 37.00 per share.

Nova Ljubljanska banka d.d., Ljubljana ("NLB") announces its intention to further increase the price per share in its all-cash voluntary public takeover offer aimed to acquire control over Addiko for all issued Addiko shares published on 13 May 2026 as amended on 11 June 2026 (the "Offer"), to a consideration of EUR 37.00 per Addiko share on a cum dividend basis (the "Share Offer Price"). NLB's increased Share Offer Price will therefore be EUR 10.50 higher than the competing offer of Raiffeisen Bank International AG, published on 14 May 2026 ("RBI offer") and continues to provide Addiko shareholders with clarity and certainty as to the consideration that would be payable.

Important: Following the publication of the first improvement of the Offer on 11 June 2026, Addiko shareholders who have already accepted the RBI offer are entitled to revoke their respective acceptance declarations until no later than four trading days before the end of the Acceptance Period and tender their shares into NLB's Offer. In addition, once the increased Share Offer Price becomes effective upon publication of the amended offer memorandum after confirmation from the Austrian Takeover Commission, any shareholder who has tendered into the competing offer will again be entitled to revoke their acceptance declaration and tender their shares into NLB's Offer.

The increased Share Offer Price will represent a substantial premium for Addiko's shareholders relative to other indications:

-     a premium of 41.4% compared to the six-month volume-weighted average share price of EUR 26.17 as at the close of business on 15 June 2026.

-     a premium of 39.6% compared to the stock market closing price as of 15 June 2026; and

-     a premium of 39.6% compared to the price offered by RBI aimed at acquiring control over Addiko.

"Fair, independent, and equal treatment of all shareholders is not only our guiding principle, but also our objective - alongside the continuous creation of shareholder value. Our enhanced offer reflects exactly that. Following this further increase, the Share Offer Price will represent a 39.6% premium, which is EUR 10.50 per share to the competing offer price. This is in our opinion a unique, highly attractive, and lucrative opportunity for all Addiko's shareholders to monetise their shareholdings, which is why we encourage them to independently assess the merits of NLB's offer."

Blaž Brodnjak, NLB's CEO

Based on more than two years of engagement with the relevant regulators, NLB remains highly confident that should the Bank's offer be successful, it will be able to obtain the necessary approvals from all regulators in a timely manner, including the European Central Bank ("ECB") under the Single Supervisory Mechanism ("SSM"). NLB again notes that Austria, Slovenia and Croatia are part of the SSM and each of NLB and Addiko is directly supervised by the ECB. Furthermore, NLB already started filing and providing necessary documentation to all regulators.

About Nova Ljubljanska banka d.d., Ljubljana

NLB, along with its consolidated subsidiaries and affiliates (collectively, the "NLB Group"), is the largest banking and financial group in Slovenia and the largest financial group to be ultimately headquartered in its home region of Southeastern Europe. NLB's corporate seat is in Ljubljana and its registered office is Trg republike 2, 1000 Ljubljana, Republic of Slovenia.

NLB's shares are listed on the Prime Market of the Ljubljana Stock Exchange and global depositary receipts representing shares are listed on the Main Market of the London Stock Exchange. As at the close of business on 15 June 2026, NLB had an equity market capitalisation of EUR 4.68 billion.

As at 31 December 2025, the NLB Group had 381 branches, c. 3.0 million active customers, total assets of EUR 31,475 million, net customer loans of EUR 18,706 million, customer deposits of EUR 24,510 million and shareholders' equity of EUR 3,782 million.  As at the same date, the NLB Group had a total capital ratio of 20.1% and a CET1 ratio of 15.5%.

NLB is one of the 111 systemic banks supervised by the European Central Bank.

In addition to its presence in Slovenia, NLB currently has banking operations in five other countries, namely Bosnia & Herzegovina (operating via two banks), Montenegro, Kosovo, North Macedonia and Serbia, as well as a leasing business in Croatia (that is regulated by HANFA, the Croatian Financial Services Supervisory Agency).

NLB has a successful track record of using inorganic growth as an effective means to accelerate delivery of its growth strategy in its home region. Since 2020, NLB has successfully completed two material acquisitions in the banking sector, namely Komercijalna Banka, at the time the fourth largest bank in Serbia when measured by assets, in 2020, and Sberbank Slovenia in 2022. In September 2024, NLB acquired a 100% shareholding in SLS HOLDCO, holdinška družba, the parent company of Summit Leasing Slovenija and its Croatian subsidiary, Mobil Leasing.

Additional information can be found at www.nlbgroup.com.

Keefe, Bruyette & Woods (a trading name of Stifel Nicolaus Europe Limited) acts as financial advisors to NLB. Schönherr Rechtsanwälte GmbH is NLB's Austrian legal advisor and representative and authorized recipient vis à vis the Takeover Commission (Übernahmekommission).

Inquiry note:

NLB Investor relations: [e-mail]

NLB Communications: [e-mail]

Important note:

This announcement is made pursuant to Section 5 para 3 of the Austrian Takeover Act ("ATA") and is neither an offer to purchase nor a solicitation to sell securities in Addiko Bank AG. The final terms and conditions of the Offer will be published in the offer memorandum in accordance with the ATA once the Austrian Takeover Commission will neither have prohibited the publication of the offer memorandum nor have prohibited the implementation of the Offer. The offer memorandum and all other documents in connection with the Offer will contain important information, investors and holders of shares in Addiko Bank AG are strongly advised to review them.

The Offer will be made exclusively on the basis of the applicable provisions of Austrian and EU law and in accordance with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. Subject to the exceptions described in the offer memorandum and any exceptions granted by competent regulatory authorities, the Offer will not be made, directly or indirectly, in or into Australia, Canada, Hong Kong, New Zealand, South Africa or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or illicit exposure if information concerning the Offer is sent or made available to holders of shares of Addiko Bank AG in that jurisdiction (together, the "Restricted Jurisdictions") by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of a Restricted Jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, a Restricted Jurisdiction.

Accordingly, this announcement or any documentation relating to the Offer are not being and should not be, directly or indirectly, sent, mailed or otherwise distributed or forwarded in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this announcement, the offer memorandum, any related documentation including but not limited to forms of acceptance must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Accordingly, no announcements, approvals or authorizations for the Offer have been made, arranged for or granted outside Austria.

Holders of securities of Addiko Bank AG should not rely on the investor protection laws of any jurisdiction other than Austria, including the EU legal acts. NLB therefore assumes no responsibility for compliance with laws other than Austrian law or applicable in Austria in respect of the Offer.

To the extent permissible under applicable law or regulation, NLB and persons acting on its behalf may purchase, or conclude agreements to purchase, shares in Addiko Bank AG, directly or indirectly, or enter into derivative transactions with respect to the shares in Addiko Bank AG, outside of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Addiko Bank AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be dis-closed as required by law or regulation in Austria or any other relevant jurisdiction.

Statements in this notification relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of NLB. Any such forward-looking statements speak only as of the date on which they are made and NLB has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

This announcement will be available on the company's website (www.nlbgroup.com) as of 16 June 2026.

Investor Relations
NLB d.d., Ljubljana

 

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