NLB

M&A Activity • Apr 18, 2023

In accordance with the Paragraph 2 Article 599 in connection with the Paragraph 1 Article 586 of Slovenian Companies Act (Zakon o gospodarskih družbah; Official Gazette of the Republic of Slovenia, no. 65/09 and seq.; hereinafter: ZGD-1) the Management Bord of NOVA LJUBLJANSKA BANKA d.d., Ljubljana, Trg republike 2, 1000 Ljubljana, registration number: 5860571000 (hereinafter: acquiring company), publisoes the

NOTIFICATION

that the acquisition agreement concluded on 16.11.2022, between the acquiring company and N Banka d.d., Ljubljana, Dunajska cesta 128A, 1000 Ljubljana, registration number: 5496527000 (hereinafter: acquired company) has been submitted to the court registry of the District Court in Ljubljana on 14.4.2023. The acquisition procedure is carried out within a simplified acquisition procedure in accordance with the Article 599 ZGD-1, since the acquiring company is the sole shareholder of the acquired company.

The acquisition agreement has been reviewed by the members of the acquiring company's Supervisory Board on 10.11.2022. The acquisition agreement has been reviewed by the members of the acquired company's Supervisory Board on 11.11.2022.

In accordance with Indent 8 Paragraph 1 Article 20 of NLB statute dated 20 June 2022, the Supervisory Board of the acquiring company has given the consent to the acquiries and 10.11.2022.

Since the acquiring company is the sole shareholder of the acquired company, the consent of the acquiring company's General Meeting to the acquisition (Point 1 Paragraph 1 Article 599 ZGD-1) and further the consent of the acquiring company's General Meeting to the acquisition (Paragraph 5 Article 599 ZGD-1) are not required for the validity of the acquisition agreement. The Management Board of the acquiring company did not and with not request for the General Meeting of the acquiring company to decide on the consent to the acquisition.

The Management Board of the acquiring company reminds and informs the shareholders, that the shareholders whose shares amount to at least '½o of the acquiring company's share capital, have the right, within one month from the date of purhibity of this notification, to request for the General Meeting to be convened, in order to decide on the consent to the acquisition (Paragraph 3 Article 599 ZGD-1). In the event, that the convening of the General Meeting is requested, the Management Board of the ecquiring company shall, in accordance with the Paragraph 2 Article 586 ZGD-1, make the review and the free copy of the documents, as determined within Paragraph 2 Article 586 ZGD-1 in connection with Paragraph 4 Article 599 ZGD-1, available to the shareholders.

Ljubljana, on 17.4.2023

President of the Management Board Blaž Brodnjak

Member of the Management Board Antonio Argir