Addiko Takeover Offer

Pursuant to Section 25a of the Austrian Takeover Act, NLB d.d. published the Offering Memorandum for its voluntary public takeover offer aimed at acquiring control of Addiko Bank AG, an Austrian-listed bank operating across five CSEE markets (Austria, Croatia, Slovenia, Bosnia & Herzegovina, Serbia and Montenegro) on 13 May, 2026.

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.

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

Availability of the Offering Memorandum

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

Addiko VTO Offering Memorandum English

Addiko VTO Offering Memorandum German

Investor Relations Contacts

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NLB Group at a Glance

NLB and NLB Group

NLB, along with its consolidated subsidiaries and affiliates (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. It is one of the 112 systemic banks supervised by the European Central Bank.

Listings

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.

NLB Group at a Glance

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%

Regional Presence

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.

Successful M&A Track Record

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.

Komercijalna Banka

In 2020, NLB successfully completed the acquisition of Komercijalna Banka, at the time the fourth largest bank in Serbia when measured by assets.

Sberbank Slovenia

In 2022, NLB successfully completed the acquisition of Sberbank Slovenia.

Summit Leasing Slovenija

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.