NLB Welcomes the Announcement by Brandes Investment Partners Regarding its Addiko Offer

Brandes’ decision highlights the clear economic merits of NLB’s offer. At EUR 37.00 per share on a cum dividend basis – representing a 39.6% premium over the competing RBI offer – NLB provides a superior, transparent maximum payout for all shareholders, with no contingent payments and a lower acceptance threshold.

Although RBI announced yesterday that it had reached an acceptance level of 55.32%, the situation remains highly dynamic. Based on publicly available information, less than 30% of Addiko’s share capital appears to be openly committed to supporting the RBI offer. This would suggest that a substantial portion of the shares tendered into the RBI offer originated from shareholders regarded as independent.

With approximately EUR 200 million in cumulative incremental value to shareholders over the competing offer, the economic case is compelling. We are confident that rational, independent investors will recognize this differential.

Addiko shareholders who have already accepted the competing offer by Raiffeisen Bank International AG may revoke their acceptance declarations until Thursday, July 23, 2026, 5.00 p.m. (CET), and tender their shares into NLB's offer. To revoke a prior acceptance and participate in NLB's offer, shareholders should contact their brokers. For further information, please refer to the non-binding guideline on revoking a previously submitted acceptance declaration, available here.

We also note Brandes’ concerns regarding the structure of the competing RBI offer. Under the statutorily applicable market acceptance test, more than 50% of independent shareholders must tender their shares into the RBI offer to succeed.  While Alta Group has publicly stated that it controls approximately 30% of Addiko Bank’s share capital, only its directly held stake (9.63%) is currently excluded from the market acceptance test, whereas shares subject to Alta Group’s share purchase arrangements continue to be counted as independent. As Brandes has observed, questions remain as to whether this approach fully reflects the economic reality of Alta Group’s publicly disclosed arrangements.

Looking at the current acceptance level of 55.32% in RBI's competing bid, it is further difficult to reconcile rational market behaviour with the assumption that independent shareholders with no connection to Alta Group would voluntarily tender their shares at EUR 26.50 when a competing offer of EUR 37.00 per share is available.

These considerations are relevant to assessing the level of genuine independent shareholder support for the competing offer and underscore the importance of allowing shareholders to reconsider their options in light of NLB’s superior proposal.

We thank Brandes for its confidence in our proposal and look forward to continuing our dialogue with all Addiko shareholders.