Rationale and process

July 2024

Disclaimer (1 / 2)

This presentation has been prepared by Nova Ljubljanska banka d.d., Ljubljana (the "Company"). This presentation has been prepared solely for the purpose of informative presentation of the business conduct of the Company. This presentation has not been approved by any regulatory authority and does not constitute or form part of any offer to sell or issue or invitation to purchase, or any solicitation of any offer to purchase, any securities of the Company, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision.

This presentation should not be considered as a recommendation that any recipient of this presentation should purchase or sell any of the Company's financial instruments or groups of financial instruments or assets. This presentation does not include all necessary information, which should be considered by the recipient of this presentation when making a decision on purchasing any of the Company's financial instruments or assets. Each recipient of this presentation contemplating purchasing any of the Company's financial instruments or assets should make its own independent investigation of the financial condition and affairs, and its own appraisal of the Company's creditworthiness. Any corporate body or natural person interested in investing into Company's financial instruments or assets should consult well-qualified professional financial experts and thus obtain additional information. The information and opinions contained in this presentation are provided as at the date of the presentation and are subject to change. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this presentation, or on its completeness, accuracy or fairness.

The presentation has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its of their respective parent or subsidiary undertakings or associated companies, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed for any purpose whatsoever on the truth, fullness, accuracy, completeness or fairness of the information or opinions contained in this presentation or any other information relating to the Company, its subsidiary undertakings or, associated companies or affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available and no responsibility or liability whatsoever is assumed by any such persons for any such information or opinions or for any errors or omissions or for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. The information in this presentation is subject to correction, completion and change without notice.

This presentation does not purport to contain all information that may be required to evaluate the Company. In giving this presentation, none of the Company or any of its of their respective parent or subsidiary undertakings or associated companies, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, or any other party undertakes or is under any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it. None of the foregoing persons accepts any responsibility whatsoever for the contents of this presentation, and no representation or warranty, express or implied, is made by any such person in relation to the contents of this presentation. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this presentation. Recipients should not construe the contents of this presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters.

To the extent available, the industry, market and competitive position data contained in this presentation come from official or third-party sources. Third industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company have not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company operates. While the Company reasonably believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.

This presentation may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any purpose, without the prior, written consent of the Company. The manner of distributing this presentation may be restricted by law or regulation in certain countries, including (but not limited to) Australia, Canada, Hong Kong, New Zealand, South Africa or any other jurisdiction or to any person, where to do the same would constitute a violation of the relevant laws of such jurisdiction the United States, Canada, Australia or Japan. Persons into whose possession this presentation may come are required to inform themselves about and to observe such restrictions. By accepting this presentation, a recipient hereof agrees to be bound by the foregoing limitations.

NLB The Company is regulated by The Bank of Slovenia i.e. "Banka Slovenije, Slovenska 35, 1505 Ljubljana, Slovenia" and by The Securities Market Agency i.e. "Agencija za trg vrednostnih papirjev, Poljanski nasip 6, 1000 Ljubljana, Slovenia.

Disclaimer (2 / 2)

This presentation also included certain information regarding the voluntary public takeover offer aimed to acquire control over Addiko Bank AG ("Addiko") announced by the Company on 15 May 2024 (the "Offer"). The final terms and conditions of the Offer are published in the offer document in accordance with the Austrian Takeover Act ("ATA"). The offer document and all other documents in connection with the Offer contain important information, investors and holders of shares in Addiko Bank AG are strongly advised to review them.

The Offer is made exclusively on the basis of the applicable provisions of Austrian and EU law and in accordance with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. Subject to the exceptions described in the offer document and any exceptions granted by competent regulatory authorities, the Offer will not be made, directly or indirectly, in or into Australia, Canada, Hong Kong, New Zealand, South Africa or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to holders of shares of Addiko Bank AG in that jurisdiction (together, the "Restricted Jurisdictions") by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of a Restricted Jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, a Restricted Jurisdiction.

Accordingly, this presentation or any documentation relating to the Offer are not being and should not be, directly or indirectly, sent, mailed or otherwise distributed or forwarded in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this presentation, the offer document, any related documentation including but not limited to forms of acceptance must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Accordingly, no announcements, approvals or authorizations for the Offer have been made, arranged for or granted outside Austria.

Holders of securities of Addiko Bank AG should not rely on the investor protection laws of any jurisdiction other than Austria, including the EU legal acts. The Company therefore assumes no responsibility for compliance with laws other than Austrian law or applicable in Austria in respect of the Offer.

To the extent permissible under applicable law or regulation, the Company and persons acting on its behalf may purchase, or conclude agreements to purchase, shares in Addiko Bank AG, directly or indirectly, or enter into derivative transactions with respect to the shares in Addiko Bank AG, outside of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Addiko Bank AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Austria or any other relevant jurisdiction.

Statements in this presentation relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forwardlooking statements due to many factors, many of which are outside the control of the Company. Any such forward-looking statements speak only as of the date on which they are made and the Company has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Key terms of the revised offer (not exhaustive)

Revised offer price	• Attractive 10 % improvement of the offer price from €20 to €22 per share (cum dividend, but no adjustment for dividend paid on 7 May 2024) • The Offer relates to 19,287,142 no-par value ordinary bearer shares, (for the avoidance of doubt, the 212,858 treasury shares held by Addiko are excluded from the Offer)
Acceptance	• Offer is subject to minimum 75% acceptance threshold based on 19,500,000 issued shares
Other conditions(1)	• No change in Addiko's registered share capital. No loss of licence, no insolvency. No sale of all of its current banking business or any of its subsidiaries with a banking license. No breach in regulatory capital requirements for a period longer than one month without implementing of any recovery measures to meet the regulatory requirements again within a period of 3 months. No significant compliance breach • No significant decrease in Euro Stoxx Banks Index (c. 30% reduction for 6 consecutive trading days between the offer date and expiry of the acceptance period) • Regulatory and merger control approvals
Timeline	• 10-week acceptance period until 1700 CET on 16 August 2024 • 3-month additional acceptance period (in case 75% acceptance threshold is achieved and all other conditions precedents – except regulatory and merger control clearances – are fulfilled) • All regulatory and merger control clearances conditions precedent to be fulfilled by 30 June 2025 the latest • Closing will only occur if all closing conditions have been fulfilled
Other	• Paying Agent: Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Wien, FN 12219 m. • Competing offer to the partial tender offer launched by Agri Europe Cyprus Limited. Shareholders that have already accepted that offer can revoke their declaration of acceptance

Key attractions of NLB's offer for Addiko

1 Attractive and rare exit opportunity for all current Addiko shareholders in a fair and transparent manner. The revised offer represents a 60.0% premium to 6-month VWAP(1). Significant liquidity event given low Addiko ADTV (only €100k over last 12 months(1))

2 NLB is a strategic investor seeking to gain full control thus, representing full exit opportunity for all Addiko shareholders and providing clarity for the long term to all Addiko stakeholders – depositors, borrowers, management and employees

3 NLB is an experienced and credible counterparty, providing high degree of certainty over transaction completion

4 Cementing NLB's leading position in former Yugoslavia, our home region, supporting capital generating capacity. Growing already leading market shares in Slovenia, Serbia, Republika Srpska and Montenegro

6 NLB's robust levels of capital and liquidity will allow the transaction to be financed from existing resources. Transaction expected to be earnings accretive from 2027 onwards

7 Addiko's specialisation in consumer and SME finance provides complementary digital capabilities and access to attractive Addiko's talent pool strengthening NLB's existing capabilities

8 NLB's M&A track record provides comfort over execution risk and ability to integrate

Addiko at a glance: a pan-regional platform which is perfect fit for NLB

Overview of Addiko

Fully licensed bank with HQ in Austria, focused 100% on Central and South-Eastern Europe

Listed on the Vienna Stock Exchange on 12 July 2019, admitted to ATX Prime on 15 July 2019 (19.5m shares (including treasury shares))

Pan-regional platform focused on growth in Consumer and SME lending with an emphasis on digital delivery models

Gross performing loans (Q1-2024)

Geographic footprint

Source: Addiko public disclosure

Note: All data as at 31-Mar-24 (1) Includes total assets from Holding (€1,148m) and consolidation/recon. effects of (-€891m) (2) As at 31-Dec-23

Addiko at a glance: a strong momentum with new focus segments

Key financials

2019	2020	2021	2022	2023	Q1 2024

183	175	170	176	228	60
67	60	67	73	67	17
(26)	(2)	(17)	(7)	(13)	(2)
244	232	226	242	282	75
(189)	(170)	(171)	(168)	(179)	(47)
3	(48)	(13)	(15)	(12)	(7)
35	1	14	26	41	16

3,872	3,585	3,279	3,293	3,489	3,523
6,084	5,915	5,842	5,996	6,151	6,197
4,831	4,728	4,708	4,960	5,033	5,072
861	852	805	746	801	819
4,572	4,053	3,625	3,487	3,653	3,694

3.0%	2.9%	2.9%	3.0%	3.8%	3.9%
74.8%	72.4%	72.4%	67.5%	60.5%	60.7%
(0.2%)	1.4%	0.4%	0.5%	0.3%	0.1%
4.9%	0.2%	1.5%	3.4%	5.5%	8.0%
17.7%	20.3%	22.2%	20.0%	20.4%	20.3%

Gross performing loans by sector (€m)

Gross performing loans by country (€m)

Slovenia Croatia Serbia Banja Luka Sarajevo Montenegro

Attractive Consumer and SME customer segments for NLB

Source: Addiko reporting as of FY2023

(1) Active payroll = clients with current accounts with sum of two largest incoming payments > minimum wage in respective country (2) Active other = clients having at least 1 client-initiated incoming or outgoing transaction in 3 months. (3) Passive = clients having at least 1 client-initiated incoming or outgoing transaction in 24 months. (4) Active = customers with at least 6 payment transactions during the last 3 months or having term depositor loan or trade finance product (apart from clients on rehabilitations). (5) Passive = customers with no term deposit, trade finance or loan product and less than 6 payment transactions during the last 3 months but at least 1 payment transaction during last 12 months (apart from clients on rehabilitations) (6) Digital Lending System loan origination

Cements NLB's position as a leading banking group in our Home Region

Pro-forma NLB market share (by total assets)

Pro-forma NLB market position (by total assets)

A fair premium to Addiko shareholders

Addiko share price evolution (€)

Source: Factset (1) VWAP relative to latest undisturbed share price, i.e. pre Agri Europe announcement

Providing a significant and rare liquidity event to Addiko shareholders

Addiko ADTV (€000s)

Source: Factset (1) Treasury shares are excluded from the offer

¹¹

NLB's recent M&A track record provides comfort over execution risk

Announced	Closed	Industry	Deal value (€m)	Commentary
Nov-2023	Pending	Leasing	NA	• Acquisition of the largest player in leasing space in Slovenia, with a high-growth subsidiary in Croatia • Funding and cost synergies ensure that the transaction is earnings accretive from the first full year of acquisition
Nov-2023	May-2024	Asset management	NA	• Enables to offer NLB clients access to investment products in the extensive network of NLB branches
Mar-2022	Mar-2022	Banking	5.1	• €173m of negative goodwill included in CET1 capital • Full legal and operational merger was completed within 1.5 years of acquisition • c. €15m of cost synergies to be realised by 2025
Feb-2020	Dec-2020(1)	Banking	464(2)	• Achieving a critical mass in Serbia with an established and well-recognised brand • €138m of negative goodwill included in CET1 capital • Subsequent disposal of KB Banja Luka in 2020 as non core to the acquisition case • KB Serbia and Montenegro fully integrated in 2022, realising c. €26m of cost synergies by 2023

Source: NLB disclosure, S&P Capital IQ

(1) Date of completion of acquisition of the majority stake (2) Total value, including two subsequent acquisitions of the minority stakes

NLB's robust levels of capital and liquidity will allow the transaction to be financed from existing resources

Source: NLB estimates

Note: Numbers on fully loaded basis.

(1) NLB Group organic growth also reflects effects from the implementation of Basel III requirements of €3.0bn, Summit Leasing Slovenia of €0.9bn, Addiko of €4.3bn. Includes 170 bps contribution from profit retention 2024 (50% retention), 2025 (40% retention) (approximately €400m)

Anticipated offer timeline

Offer conditioned to(1):

Minimum 75% acceptance threshold
No change in Addiko registered share capital. No loss of licence, no insolvency. No sale of all of its current banking business or any of its subsidiaries with a banking license. No breach in regulatory capital requirements for a period longer than one month without implementing of any recovery measures to meet the regulatory requirements again within a period of 3 months. No significant compliance breach
No significant decrease in Euro Stoxx Banks Index (c. 30% reduction for 6 consecutive trading days between the offer date and expiry of the acceptance period)
Regulatory and merger control approvals(2)

Source: NLB offering memorandum

(1) Full terms of the offer can we found in the offer memorandum, which is available on http://www.nlb.si (2) Competition authorities in Austria, Slovenia, Serbia, Montenegro and Bosnia & Herzegovina as well as Kosovo and North Macedonia by virtue by the Bidder having subsidiaries in those jurisdictions, respectively. Competent financial market regulators in Austria, Slovenia, Croatia, Serbia, Montenegro and Bosnia & Herzegovina

NLB contacts

Valerija Pešec

Head of Investor Relations

Tel: + 386 1 476 9122 E-mail: [email protected]

Peter Jenčič

Investor Relations

Tel: +386 1 476 2620 E-mail: [email protected]

AI Terminal

NLB

1985_rns_2024-07-23_3201c658-1324-4a6b-87a0-7e49c1064edf.pdf