Publication of Offering Memorandum VTO for Addiko

Summary by AI ^BETAClose X

Nova Ljubljanska banka d.d. has published an Offering Memorandum for its voluntary public takeover offer to acquire control of Addiko Bank AG, offering EUR 29.00 in cash per Addiko Share, cum dividend for FY2025. The offer targets 100% of Addiko's issued share capital, with a minimum acceptance threshold of 75% of total voting rights. The Acceptance Period runs from May 13, 2026, to July 22, 2026, with an additional period available if conditions are met. Key conditions precedent include minimum acceptance, merger and banking regulatory clearances, and no material adverse changes.

Disclaimer*

Nova Ljubljanska Banka d.d.

13 May 2026

Nova Ljubljanska Banka d.d.

May 13, 2026

Publication of Offering Memorandum - Voluntary Public Takeover Offer for Addiko Bank AG

Pursuant to the provisions of the Rules of the Stock Exchange, Article 17 of the Regulation (EU) No. 596/2014, and Article 130 of the Market in Financial Instruments Act (ZTFI-1), Nova Ljubljanska banka, d.d., Ljubljana with registered office: Trg republike 2, 1000 Ljubljana, hereby publishes the following notice:

Nova Ljubljanska banka d.d., Ljubljana ("NLB" or the "Bidder") hereby gives notice that, pursuant to Section 25a of the Austrian Takeover Act (Übernahmegesetz, "ATA"), it has today published the Offering Memorandum (Angebotsunterlage) for its voluntary public takeover offer aimed at acquiring control of Addiko Bank AG ("Addiko" or the "Target"), an Austrian-listed bank operating across five CSEE markets (Austria, Croatia, Slovenia, Bosnia & Herzegovina, Serbia and Montenegro). The publication of the Offering Memorandum marks the commencement of the Acceptance Period.

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 29.00 per Addiko Share (cum dividend, FY2025), payable in cash
Subject of the Offer	19,500,000 no-par value ordinary bearer shares (100% of issued share capital)
Minimum Acceptance Threshold	75% of total voting rights (14,465,357 Addiko Shares)
Acceptance Period	13 May 2026 - 22 July 2026, 17:00 CET
Additional Acceptance Period	27 July 2026 - 27 October 2026, 17:00 CET (if Conditions Precedent fulfilled at end of Acceptance Period)
Conditions Precedent	Minimum acceptance threshold; merger control clearance; banking regulatory clearance (including ECB 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

The publication of the Offering Memorandum marks the commencement of the Acceptance Period. Addiko Shareholders wishing to accept the Offer should contact their Custodian Bank no later than three (3) Trading Days prior to expiry of the Acceptance Period.

Availability of the Offering Memorandum

The Offering Memorandum has been approved by the Austrian Takeover Commission (Österreichische Übernahmekommission) and is available at:

Offering Memorandum (English): LINK

Angebotsunterlage (Deutsch - binding): LINK

IMPORTANT NOTICE TO INVESTORS

EACH INVESTOR IS STRONGLY URGED TO CAREFULLY READ THE OFFERING MEMORANDUM IN ITS ENTIRETY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER. The Offering Memorandum contains 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. Acceptance of the Offer without having read the Offering Memorandum in full is made at the investor's own risk. In case of doubt, investors should seek independent financial, legal or tax advice.

Important Notice

This announcement has been made pursuant to applicable UK/EU market abuse regulation (MAR) and applicable 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.

For Further Information: NLB Investor Relations | ir@nlb.si

Inside Information (MAR)

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 on market abuse (MAR) as it forms part of retained EU law.

This announcement will be available on the company's website (www.nlbgroup.com) as of 13 May 2026.

Investor Relations

NLB d.d., Ljubljana

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