Nova Ljubljanska banka d.d. Notes – NOVALJ 6 1/2 PERP

Issuer	Nova Ljubljanska banka d.d., Ljubljana, Trg republike 2, 1520 Ljubljana
Type	EUR-denominated notes, issued in global note form
Status and subordination	The Notes constitute direct, unsecured and subordinated obligations of the Issuer and are intended to qualify as Additional Tier 1 (AT 1) Instruments
Ticker	NOVALJ 6 1/2 PERP
ISIN code	XS3227899989
Notes Rating	BB- (S&P)
Aggregate nominal amount of the issue (principal)	EUR 300,000,000.00
Nominal amount of each Note	EUR 200,000.00
Issue date	26 November 2025
Maturity	The Notes are perpetual and have no scheduled maturity date; the Issuer has the possibility, subject to obtaining of the required permission, to redeem the Notes on (i) the First Reset Date, and (ii) each Interest Payment Date following the First Reset Date
Interest Rate	(i) for the period between the Issue Date and the First Reset Date, 6.500% p.a.; (ii) for each subsequent 5-year period commencing on a Reset Date and ending on the next Reset Date, the sum of the Reference Rate, applicable on the applicable Determination Date, and margin of 4.076%.
Reference Rate	Mid-swap rate for swap transactions in euro with a maturity of 5 year
Reset Date	26 November 2030, and each fifth anniversary thereof
Reset Determination Date	Second TARGET Business Day prior to the relevant Reset Date
TARGET Business Day	Means a day on which the real time gross settlement system operated by the Eurosystem (T2) is open for the settlement of payments in Euro
Interest Calculation	Actual/actual, rounding to the nearest full cent with EUR 0.005 being rounded upwards.
Interest Period	Means the period commencing on the Issue Date and ending on the first Interest Payment Date and each successive period commencing on an Interest Payment Date and ending on the next succeeding Interest Payment Date.
Interest Payment Date	26 November each year, starting on 26 November 2026
Cancellation of interest	The Issuer may, at its discretion, cancel, in whole or in part, any payment of interest on the Notes scheduled to be paid on any Interest Payment Date. Additionally, any payment of interest scheduled to be paid on the Notes on any Interest Payment Date shall be cancelled mandatorily and automatically, in whole or in part, if and to the extent that: (i) the issuer is insolvent or the payment would result in the insolvency of the issuer; (ii) the available distributable items do not suffice to make such payment; (iii) the competent authority has ordered the relevant payment to be cancelled; or (iv) another prohibition or restriction to make an interest payment (individually or aggregated with any other applicable Relevant Distributions), is imposed by the applicable supervisory regulations. The unpaid interest shall also be cancelled mandatorily and automatically in full if the principal of the Notes is written-down.
Possibility of redemption	The principal of the Notes has no specified maturity, and the noteholders are not entitled to demand the redemption of the Notes. The Issuer may redeem the Notes in whole, but not in part, if the conditions for redemption (which include approval of the competent authority) are met, in the following cases: a) on the First Reset Date, and on each subsequent Interest Payment Date; b) at any time, if any of the following occurs: (i) a change in tax treatment of the Notes which materially adversely affects the Issuer; (ii) a change in regulatory classification of the Notes, excluding them in full or in part from own funds or reclassifying them as lower quality form of own funds; c) if at any time the number of the Notes outstanding and held by persons other than NLB Group has fallen to 25 per cent. or less of the Notes originally issued; d) if, by 26 May 2026 the Issuer fails to obtain the permission of the Competent Authority pursuant to Article 149(2) of ZBan-3 to include the Notes in whole in the calculation of its additional tier 1 capital.
Write-Down	If it has been determined that: (i) the Group CET 1 Capital Ratio is lower than 5.125% and/or (ii) the Issuer CET 1 Capital Ratio is lower than 5.125% (the Trigger Event), NLB shall reduce the principal of the Notes for such amount as may be necessary to remedy the Trigger Event.
Write-Up	After a Write-Down NLB may, at its sole discretion and subject to the conditions set out in the terms and conditions of the Notes, effect a reversal of a write-down by writing up the current principal amount of notes in whole or in part up to a maximum of the original principal amount.
Trading venue	Luxembourg Stock Exchange, Regulated Market
Listed from	26 November 2025

IMPORTANT NOTICE

The above description of the main characteristics of the notes is not legally binding, a detailed description of the rights and obligations arising from the notes are described in the Prospectus in the section "Terms and conditions of the Notes".

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Prospectus

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Final Terms of the Notes

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Amortization plan for one Note (in EUR)

Calculation is informative.

Date of maturity of obligation	Principal	Interest	Total
26.11.2025	-	-	-
every 26.11. before the redemption date	0	up to 13,000.00	up to 13,000.00
redemption date	up to 200,000.00	up to 13,000.00	up to 213,000.00