Voluntary Takeover Bid - GZ 2024/1/3

- Addiko Shares: ISIN AT000ADDIKO0

- Addiko Shares Tendered for Sale to NLB: ISIN AT0000A3CYS2

- Addiko Shares Tendered for Sale to NLB Sell-out Period: ISIN AT0000A3CYT0

Pursuant to Section 19 paragraph 3 ATA (Austrian Takeover Act), the Additional Acceptance Period starts on the day of announcement (publication) of the Offer result and lasts three months provided that the Conditions Precedent pursuant to 4.1.1 and 4.1.4 to 4.1.6 are fulfilled at the end of the Acceptance Period. Assuming that the offer result is published on 20 August 2024, the Additional Acceptance Period starts on 20 August 2024 and ends on 20 November 2024.

EUR 20.00 (Euro twenty) for each Addiko Share (ISIN AT000ADDIKO0) cum dividend for the fiscal year 2024 (and, for the avoidance of doubt, not the dividend paid on 7 May 2024 but including any other dividend declared by the Target Company after the announcement of this Offer). The Offer Price per Addiko Share will therefore be reduced by the amount of any dividend declared per Share between the announcement of this Offer and Settlement, provided that the relevant Settlement of the Offer occurs after the relevant record date for such dividend.

The Offer is subject to the following Conditions Precedent:
(1)    Reaching the minimum acceptance threshold of at least 75% (seventy-five percent) of the total issued 19,500,000 Addiko Shares corresponding to 14,625,000 Addiko Shares until the end of the Acceptance Period (see section 4.1.1);
(2)    The merger control non-prohibition or clearance of the transaction by no later than 30 June 2025 (see section 4.1.2);
(3)    The banking regulatory non-prohibition or clearance of the transaction by no later than 30 June 2025 (see section 4.1.3);
(4)    The non-occurrence of any material adverse change in Addiko until the end of the Acceptance Period (see section 4.1.4);
(5)    No significant decrease in the Euro Stoxx Banks Index until the end of the Acceptance Period (see section 4.1.5);
(6)    No significant compliance breach until the end of the Acceptance Period (see section 4.1.6).
The Bidder expressly reserves the right to waive the fulfilment of individual (or parts of) Conditions Precedent to the extent permitted by law (see section 4.2).

The Offer Price will be paid to the Addiko Shareholders who have accepted the Offer no later than ten Trading Days after the later of (i) the end of the Acceptance Period and (ii) the Offer becoming unconditionally binding. Shareholders who accept the Offer during the Additional Acceptance Period pursuant to Section 19 paragraph 3 ATA will receive the offer price no later than ten Trading Days after the later of (i) the end of the Additional Acceptance Period and (ii) the Offer becoming unconditionally binding.

Insofar as Shareholders have submitted to their Custodian Banks written declarations accepting the Offer in respect of their Addiko Shares, the Addiko Shares indicated in such declaration will be re-booked under different ISINs as "Addiko Shares Tendered for Sale to NLB" or "Addiko Shares Tendered for Sale to NLB Sell-out Period", respectively (see Section 5.3), in the securities account of the accepting Shareholder. Provided that the Conditions Precedent have not been fulfilled at the end of the Additional Acceptance Period, NLB will instruct the Payment and Settlement Agent to request from the Vienna Stock Exchange that Addiko Shares Tendered for Sale to NLB (ISIN AT0000A3CYS2) and Addiko Shares Tendered for Sale to NLB Sell-out Period (ISIN AT0000A3CYT0) will be separately tradable on the Vienna Stock Exchange from the 4th Trading Day following the end of the Additional Acceptance period until and including the 3rd Trading Day prior to the Settlement of the Offer (which, under certain circumstances, may occur after the end of the Additional Acceptance Period) having been completed.

The acquirer of Addiko Shares Tendered for Sale to NLB (ISIN AT0000A3CYS2) and Addiko Shares Tendered for Sale to NLB Sell-out Period (ISIN AT0000A3CYT0) assumes all rights and duties arising from the agreements concluded by accepting the Offer with respect to these shares. The Bidder points out that trading volumes and liquidity of Addiko Shares Tendered for Sale to NLB (ISIN AT0000A3CYS2) and Addiko Shares Tendered for Sale to NLB Sell-out Period (ISIN AT0000A3CYT0) will depend on the specific acceptance rate and therefore may not exist at all or may be low and may be subject to heavy fluctuations. It cannot be ruled out that in the absence of demand it will be impossible to sell the Addiko Shares Tendered for Sale to NLB (ISIN AT0000A3CYS2) and Addiko Shares Tendered for Sale to NLB Sell-out Period (ISIN AT0000A3CYT0) on the Vienna Stock Exchange. Any Addiko Shares not tendered for sale will continue to be traded under ISIN AT000ADDIKO0.