Partial Bid - GZ 2024/1/1

16 May 2024 until 25 Jul  2024, 17:00 (Vienna time)

There will be no statutory sell-out period pursuant to Sec 19 para 3 ATA.

EUR 16.24 (gross) per no-par value bearer share  of the Target Company cum dividend.
This does not affect the already approved and paid annual dividend of the Target Company for the financial year 2023.

The Offer comprises the acquisition of up to 3,315,344, corresponding to approximately 17.002% of the Share Capital, of no-par value bearer shares of the Target Company.

The Offer is subject to the following conditions precedent:

(a) Banking regulatory clearance: the required clearance by the Austrian Financial Market Authority / ECB (x) is granted without Significant Banking Supervisory Conditions or Requirements or (y) is  deemed to be granted.

(b) Banking regulatory clearances in CSEE:

(i) the required clearance by the National Bank of Serbia for the indirect acquisition of up to 26.991% of shares in Addiko SRB is granted without Significant Banking Supervisory Conditions or Requirements;

(ii) the required clearance by the Central Bank of Montenegro for the indirect acquisition of up to 26.991% of shares in Addiko ME (x) is granted without Significant Banking Supervisory Conditions or Requirements or (y) is deemed to be granted;

(iii) the required clearance by the Banking Agency of Republic of Srpska for the indirect acquisition of up to 26.991% of shares in Addiko BL is granted without Significant Banking Supervisory Conditions or Requirements;

(iv) the required clearance by the Banking Agency of the Federation of Bosnia & Herzegovina for the indirect acquisition of up to 26.991% of shares in Addiko SA is granted without Significant Banking Supervisory Conditions or Requirements;

(v) the required clearance by the Bank of Slovenia for the indirect acquisition of up to 26.991% of shares in Addiko SLO (x) is granted without Significant Banking Supervisory Conditions or Requirements or (y) is deemed to be granted.

(vi) the required clearance by the Croatian National Bank for the indirect acquisition  of up to 26.991% of shares in Addiko HR (x) is granted without Significant Banking Supervisory Conditions or Requirements or (y) is deemed to be granted.

(c) investment promotion clearance in Slovenia, which is deemed to be satisfied in case of the occurrence of one of the following events:

(i) the Slovenian Ministry of Economy issues an decision pursuant to Article 31c para 7 of the Slovenian Investment Promotion Act ("ZSInv"), declaring that the transaction does not fall under the Slovenian FDI regime or will have insignificant impact on the public order or security of the Republic of Slovenia; or

(ii) having entered into an approval procedure pursuant to Article 31č ZSInv, the FDI clearance decision has been granted pursuant to Article 31e para 1 ZSInv without Significant FDI Conditions or Requirements.

(d) No order or judgment of any supervisory or regulatory body has been issued or made prior to the Settlement Date, and no supervisory or regulatory requirements in Serbia, Montenegro, Federation of Bosnia & Herzegovina, Republic of Srpska, Croatia or Slovenia remain to be satisfied prior to the Settlement Date, which have the effect of prohibiting the implementation of the Offer.

(e) No material adverse change: None of the following events has occurred until the end of the Acceptance Period:

(i) the Target Company has resolved on or distributed a dividend in kind (Sachdividende).

(ii) one or more decisions have been taken by the competent authorities or courts or an announcement has been published by the Target Company – irrespective whether this is an adhoc announcement or any other official announcement of the Target Company – that bankruptcy proceedings, receivership proceedings or proceedings for the withdrawal of banking licence or for the withdrawal of the license as a CRR credit institution or comparable authorisations in third countries or settlement proceedings or comparable proceedings in third countries have been initiated or opened or early intervention measures have been imposed against the assets of the Target Company or any Addiko Subsidiary;

(iii) the general meeting of the Target Company has resolved to dissolve, liquidate, merge, demerge, transform, change the legal form of or transfer the assets of the Target Company as a whole;

(iv) the Target Company publishes an announcement – irrespective whether this is an adhoc announcement or any other official announcement of the Target Company – indicating a material adverse change of the Target Company’s financial or profit situation (Vermögens-, Finanzoder Ertragslage), whereas a material adverse change is deemed to exist if such event in itself and without considering undisclosed offsetting effects reduces the Target Company’s total capital ratio as reflected in the Target Company’s most recent consolidated financial statements below the requirement/expectation equalling to the sum of OCR and P2G.

(f) No capital increase or decrease: Until the end of the Acceptance Period, the Share Capital of the Target Company has neither been increased nor decreased, nor the general meeting nor management board or supervisory board of the Target Company have adopted any resolution that, if implemented, would result in an increase or decrease in the Share Capital.

(g) No amendment of the articles of association of the Target Company: Until the end of the Acceptance Period, the general meeting of the Target Company has not resolved to amend the articles of association of the Target Company in a way that would (x) increase the majority requirement for all or particular resolutions of the general meeting or of other corporate bodies of the Target Company, or (y) effect a change in the rights attaching to or in the nature of the Shares.

(h) No significant compliance breach:

(i) Until the end of the Acceptance Period, the Target Company has not published an announcement – irrespective whether this is an adhoc announcement or any other official announcement of the Target
Company – according to which a conviction or indictment for a criminal act under any applicable law of any member of a governing body or officer of the Target Company or any Addiko Subsidiary while any of those persons were operating in their official capacity at the Target Company or any Addiko Subsidiary has occurred. Criminal acts within the meaning of this condition precedent specifically include bribery offences, corruption, breach of trust, antitrust violations, money laundering or violations of the Austrian Stock Exchange Act (Börsegesetz) or the Market Abuse Regulation or comparable regulations in third countries; or

(ii) Until the end of the Acceptance Period, the Target Company has not published an announcement – irrespective whether this is an adhoc announcement or any other official announcement of the Target
Company – according to which a criminal act or administrative offence under any applicable law was committed by any member of a governing body or officer of the Target Company or any Addiko Subsidiary operating in their official capacity at the Target Company or any Addiko Subsidiary. Criminal acts and administrative offences within the meaning of this condition precedent specifically include bribery offences, corruption, breach of trust, antitrust violations, money laundering or violations of the Austrian Stock Exchange Act (Börsegesetz) or the Market Abuse Regulation or comparable regulations in third countries.

(i) No market disruption: Between the date of the announcement of the intention to make this Offer and the end of the Acceptance Period, the closing price of the Euro STOXX Banks index (ISIN EU0009658426), as published on the internet website EURO STOXX® Banks - Qontigo, is not below EUR 118.20 on two (2)  consecutive Trading Days, corresponding to a closing price that is not more than 20% lower than the respective closing price of EUR 147.75 as of 14 May 2024.

The Bidder expressly reserves the right to waive the fulfilment of individual (parts of) conditions precedent pursuant to Clauses 5.1. to 5.9. until the end of the Acceptance Period in compliance with the time limits pursuant to Sec 15 para 2 ATA. According to the Offer Document

(i) the Conditions set forth in Clauses 5.5 until 5.9. must be fulfilled until the end of the Acceptance Period;

(ii) the banking regulatory clearance pursuant to Clause 5.1. must be fulfilled no later than 17 February 2025;

(iii) the banking regulatory clearance in CSEE pursuant to Clause 5.2. must be fulfilled no later than 17 February 2025;

(iv) the FDI clearance pursuant to Clause 5.3. must be issued no later than 17 February 2025;

(v) regulatory clearances pursuant to Clause 5.4 must be fulfilled until the Settlement Date.

If declarations of acceptance are submitted for more Shares than the Offer Shares, the declarations of acceptance shall be taken into account proportionately. In such a case, pursuant to Sec 20 ATA, the declaration of acceptance of each shareholder shall be taken into account in proportion to the number of Offer Shares to the total number of Shares in respect of which declarations of acceptance have been received.

If this allocation rule results in an obligation to accept fractions of Shares, the number of Shares will be rounded down to the next integral number.

The Offer Price will be paid to the holders of Shares tendered into the Offer no later than ten (10) Trading Days after the later of: (x) the end of the Acceptance Period and (y) the last Condition pursuant to Clause 5.1. through and including Clause 5.3. has been fulfilled, in case all Conditions pursuant to Clause 5.4. through and including Clause 5.9. have been fulfilled or (partially) waived on or before the Settlement Date.

1,947,901 Shares, corresponding to approximately 9.99% of the Share Capital.