NLB Intends to Lower Minimum Acceptance Threshold
Nova Ljubljanska Banka d.d.
13 July 2026
Nova Ljubljanska Banka d.d.
July 12, 2026
NLB Intends to Lower the Minimum Acceptance Threshold in the Voluntary Public Takeover Offer for Addiko Bank AG
This announcement is made 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") announces its intention to lower the minimum acceptance threshold in its all-cash voluntary public takeover offer aimed to acquire control over Addiko Bank AG, published on 13 May 2026, as amended (the "Offer"), from more than 75% to more than 50% (the "Minimum Acceptance Threshold") and to extend the Acceptance Period in compliance with legal requirements, to enable shareholders to have sufficient time to evaluate the amendment.
The intended amendment will be submitted to the Austrian Takeover Commission for review. NLB will publish further details, including the amended Offer Memorandum, immediately upon its approval.
In the meantime, NLB's Offer remains superior financially to the competing offer. The Share Offer Price of EUR 37.00 per Addiko share on a cum dividend basis (the "Share Offer Price") represents a 39.6% premium to the competing offer with a clear and transparent maximum payout for all shareholders, and with no contingent payments.
The Offer already received merger control clearance in Serbia, Austria and North Macedonia.
"There could be no doubt that our actions clearly demonstrate our ambition: to ensure fair, transparent, and equal treatment of Addiko shareholders. Lowering the acceptance threshold gives them even greater certainty that our Offer - still the highest on the table - can be successfully completed."
Blaž Brodnjak, NLB's CEO
Important: Following the publication of the second improvement of the Offer on 24 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 expiry of its original acceptance period and tender their shares into NLB's Offer. Based on the Offer's original Acceptance Period, this deadline currently falls on 16 July 2026, 17:00 CET. Should the Austrian Takeover Commission approve NLB's intended improvement of the Offer and the extension of the Acceptance Period, this revocation deadline will move accordingly, and NLB will publish the updated date in due course.
For further information please contact:
NLB Investor Relations: ir@nlb.si
NLB Communications: pr@nlb.si
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 disclosed 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 NLB's website (www.nlbgroup.com) as of 12 July 2026.
Investor Relations
NLB d.d., Ljubljana
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