Austrian Takeover Commission Approves Amendments to NLB’s Offer: Lower Threshold and Extended Acceptance Period

The Austrian Takeover Commission ("ATC") has approved the amendments to NLB’s Offer, suggested by NLB on 13 July 2026. NLB announced its intention to lower the minimum acceptance threshold in its all-cash voluntary public takeover offer aimed to acquire control over Addiko Bank AG ("Offer") from 75% to more than 50% and to extend the acceptance period in compliance with legal requirements.

The amended offer memorandum will be published on Friday, 17 July 2026. The acceptance threshold will be lowered to 50% plus one share corresponding to 9,750,001 Addiko shares. Furthermore, the acceptance period will be extended to Wednesday, 29 July 2026.

Important: following the extension of the acceptance period, shareholders who already accepted the competing offer will be entitled to revoke their respective acceptance declarations until Thursday, 23 July 2026 and tender their shares into NLB's Offer. This is particularly relevant given that the ATC has acknowledged the NLB Offer to be an improvement to the existing offer and would not have permitted the extension of the acceptance period otherwise.

NLB therefore expressly invites all 51% of shareholders that have tendered into the competing RBI offer to re-tender into the NLB Offer, which for this group of shareholders represents more than EUR 100 million in additional compensation compared to the competing RBI offer (approximately EUR 365 million NLB vs.  approximately EUR 262 million RBI).

NLB’s Offer is now superior both financially as well as in regard to the acceptance threshold to the competing RBI offer. The reduction of the minimum acceptance threshold was also initiated at the suggestion of a number of shareholders who have a strong interest in tendering into the NLB Offer and for whom the lowered threshold substantially reduces execution risk. The share offer price of EUR 37.00 per Addiko share on a cum dividend basis represents a 39.6% premium to the competing offer with a clear and transparent maximum payout for all shareholders, and with no contingent payments.

Additionally, NLB’s Offer already received merger control clearance in Serbia, Austria and North Macedonia.

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