| Offeree Company | Addiko Bank AG |
|---|---|
| ISIN | AT000ADDIKO0 |
| Offeror | Raiffeisenbank International AG |
| Intention to make a bid pursuant to § 5 Takeover Act announced on | 08 Apr 2026 |
| Bid to be notified pursuant to § 10 Takeover Act until 22 Apr 2026, extended pursuant to § 10 para 1 Takeover Act until | 07 May 2026 |
| Bid notified pursuant to § 10 Takeover Act on | 27 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 14 May 2026, not later than 19 May 2026 |
| Bid announced pursuant to § 11 Takeover Act on | 14 May 2026 |
| Acceptance period | 14 May 2026 until 22 July 2026, 5:00 p.m. (CET) |
| Extendet Acceptance Period | The Extended Acceptance Period begins, in accordance with § 19 para 3 Takeover Act, on the date of announcement of the result of the Offer and lasts for three months, provided that the Closing Conditions pursuant to Section 4.1.1 and 4.1.4 of this offer are met by the end of the Acceptance Period. Assuming that the result is announced on 27 Jul 2026, the Extended Acceptance Period begins on 27 Jul 2026 and ends on 27 Oct 2026. |
| Offer price | EUR 26.50 (twenty-six euros and fifty cents) for each share (cum dividend for 2025 and any additional dividends declared by the Target Company following the announcement of this offer). |
| Contractual Additional Payment Obligation | The Bidder has a potential variable contractual additional payment obligation to those shareholders who have accepted the Offer. For further details, please refer to the section 6.4.2(c) entitled “Carve-Out of the Carve-Out Subsidiaries” in this summary of the Offer. |
| Offer volume | Acquisition of 19,286,828 no-par bearer Shares of the taget Company. Excluded from the Offer are the 212,858 treasury Shares held by Addiko as well as 314 Shares owned by the Bidder. |
| Premium | 3,11% (3M); 15,02% (6M); 21,78% (12M); 34,11% (24M); 66,04% (48M) |
| Conditions | The Offer is subject to the following closing conditions: (i) Achievement of the minimum acceptance threshold of more than 75% (seventy-five percent) of all 19,500,000 Addiko Shares (corresponding to more than 14,625,000 Addiko Shares) by the end of the Acceptance Period; (ii) Antitrust approval or non-prohibition of the merger by May 14, 2027; Regulatory approval or non-prohibition of the transaction by 14 May 2027; and (iii) No material adverse change at Addiko until the end of the Acceptance Periode. The Bidder expressly reserves the right to waive, in whole or in part, the fulfillment of individual Closing Conditions to the extent permitted by law. Not-withstanding the shorter Acceptance Period, all Closing Conditions must be fulfilled by no later than 14 May 2027 (Long Stop Date); otherwise, the offer will become ineffective. |
| Paying agent | Raiffeisen Bank International AG, FN 122119 m, Am Stadtpark 9, 1030 Vienna |
Shares held by bidder and parties acing in concert prior to announcement of the offer | The Offeror, RBI AG, holds 314 shares, and the party acting in concert, Alta Group, holds 1,878,167 shares directly (see Section 2.2.4). |
