| Offeree Company | Addiko Bank AG |
|---|---|
| ISIN | AT000ADDIKO0 |
| Offeror | Nova Ljubljanska banka d.d. |
| Intention to make a bid pursuant to § 5 Takeover Act announced on | 09 Apr 2026 |
| Bid to be notified pursuant to § 10 Takeover Act until 23 Apr 2026, extended pursuant to § 10 para 1 Takeover Act until | 04 May 2026 |
| Bid notified pursuant to § 10 Takeover Act on | 24 Apr 2026 |
| Bid to be announced pursuant to § 11 Takeover Act (conditional on a period abridgement request pursuant to § 11 para 1 Takeover Act) | Not earlier than 13 May 2026, not later than 18 May 2026 |
| Bid announced pursuant to § 11 Takeover Act on | 13 May 2026 |
| Acceptance period | 13 May 2026 until and including 22 July 2026, 17.00 (CET) |
| Additional Acceptance Period | Pursuant to Section 19 paragraph 3 ATA, the Additional Acceptance Period commences on the day of announcement (publication) of the result of the Offer and has a duration of three (3) months, provided that the Conditions Precedent pursuant to sections 4.1.1 and 4.1.4 to 4.1.6 have been fulfilled at the end of the Acceptance Period. On the assumption that the result of the Offer is published on 27 July 2026, the Additional Acceptance Period commences on 27 July 2026 and ends on 27 October 2026, 17.00 (CET). |
| Offer price | EUR 29.00 (Euro twenty-nine) for each Addiko Share (cum dividend 2025) |
| Offer volume | Acquisition of 19,500,000 (nineteen million five hundred thousand) no-par value ordinary bearer shares of the Target Company |
| Premium | 12,8% (3M); 25,8% (6M); 33% (12M); 46,8% (24M); 6% (48M) |
| Conditions | The Offer is subject to the following Conditions Precedent: (1) Reaching the Minimum Acceptance Threshold of at least 75% (seventy-five) of voting rights based on the number of issued and outstanding Addiko Shares as of 23 April 2026. Based on the currently issued and outstanding 19,287,142 Addiko Shares, this corresponds to 14,465,357 Addiko Shares tendered by the end of the Acceptance Period; (2) The merger control non-prohibition or clearance of the transaction by no later than 31 May 2027; (3) The banking regulatory non-prohibition or clearance of the transaction by no later than 31 May 2027; (4) The non-occurrence of any material adverse change in Addiko until the end of the Acceptance Period; (5) No significant decrease in the Euro Stoxx Banks Index until the end of the Acceptance Period; (6) No significant compliance breach until the end of the Acceptance Period. The Bidder expressly reserves the right to waive the fulfilment of individual Conditions Precedent (or parts thereof) to the extent permitted by law. |
| Paying agent | Erste Group Bank AG, Am Belvedere 1, 1100 Vienna, Austria, FN 33209 m |
| Share held by bidder prior to announcement of offer | 0 |
