Announcement • Jul 30

Raiffeisen Bank International AG (WBAG:RBI) completed the acquisition of 56.16% stake in Addiko Bank AG (WBAG:ADKO) from Alta Group d.o.o. and other shareholders for approximately €290 million.

Raiffeisen Bank International AG (WBAG:RBI) proposed to acquire Addiko Bank AG (WBAG:ADKO) from Alta Group d.o.o. and other shareholders for approximately €440 million on April 8, 2026. A cash consideration valued at €23.05 per share will be paid by Raiffeisen Bank International AG, equaling to the volume-weighted average share price for the six months period ending on April 7, 2026. As part of consideration, an €444.57 million value is paid towards common equity of Addiko Bank AG. This offer price corresponds to a premium of approximately 20% over the intrinsic equity value determined in an external valuation report by Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. obtained by RBI. In a related transaction, RBI intends to enter into a transaction agreement with Alta Group d.o.o. (Serbia), one of Addiko’s shareholders, on inter alia the envisaged sale (Carve-Out) by Addiko Bank AG of Addiko Bank a.d. Beograd (Serbia), Addiko Bank d.d. Sarajevo, Addiko Bank d.d. Banja Luka (both Bosnia and Herzegovina), and Addiko Bank A.D. Podgorica (Montenegro), subject to the successful completion of the voluntary public tender offer. Raiffeisen Bank International AG increase the offer price to €26.5 per share. The intended offer will be subject to a minimum acceptance threshold of more than 75% of all issued and outstanding Addiko shares and will not constitute a delisting offer within the meaning of Section 38 (6) to (8) of the Austrian Stock Exchange Act. The completion of the intended offer will be subject to antitrust and regulatory approvals, and other closing conditions. After submission of the voluntary public tender offer, its review by the Austrian Takeover Commission (Übernahmekommission), and publication of the offer document by RBI, the acceptance period will last 10 weeks. The expected completion of the transaction is in the fourth quarter of 2026. Subsequently, on April 9, 2026, Nova Ljubljanska Banka d.d. (LJSE:NLBR) announced a competing, unsolicited offer to acquire Addiko Bank AG for approximately $560 million. As of May 27, 2026, the board of Addiko Bank decided to recommend to the shareholders to accept takeover bid. As of June 3, 2026, Raiffeisen Bank International AG has received declarations of acceptance relating to a total of 6,775,823 Addiko shares corresponding to 34.75% of all issued Addiko shares. This includes 1,878,167 Addiko shares held by Alta Group d.o.o. corresponding to 9.63% of all issued Addiko shares. The acceptance period for the Offer ends on July 22, 2026. As of June 9, 2026, Raiffeisen Bank has received declarations of acceptance relating to a total of 9,831,951 Addiko shares corresponding to 50.42% of all issued Addiko shares. As of June 24, 2026, Nova Ljubljanska banka dd has increased its cash offer for Addiko Bank AG to €721.5 million ($818.5 million) as it seeks to acquire full control of the Austrian lender and outbid proposal from Raiffeisen Bank International AG. Raiffeisen Bank International AG (WBAG:RBI) completed the acquisition of 56.16% stake in Addiko Bank AG (WBAG:ADKO) from Alta Group d.o.o. and other shareholders for approximately €290 million on July 29, 2026. Raiffeisen Bank International AG has received declarations of acceptance relating to a total of 10.831 million Addiko shares. This corresponds to 56.16% of all Addiko shares subject to the Offer. Thus, the minimum acceptance threshold of more than 55% of all Addiko shares subject to the Offer is exceeded. This includes 1.878 million Addiko shares held by Alta Group d.o.o. corresponding to 9.63% of all issued Addiko shares. The acceptance period of the Offer expired on July 29, 2026. For months, Raiffeisen Bank International AG and Nova Ljubljanska banka had been courting the bank, which specializes in Central and Southeastern Europe and emerged from the Hypo-Alpe-Adria-Balkan banks more than ten years ago. In the end, Nova Ljubljanska banka offered €37.00 per share, significantly more than RBI, which only put €26.50 per share on the table – and still came away empty-handed. The lower RBI offer was probably attractive because the bank had already agreed a deal with the Serbian Addiko shareholder Alta Group in the run-up to the offer.

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Nova Ljubljanska Banka d.d. (LJSE:NLBR) cancelled the acquisition of Addiko Bank AG (WBAG:ADKO).

Raiffeisen Bank International AG (WBAG:RBI) completed the acquisition of 56.16% stake in Addiko Bank AG (WBAG:ADKO) from Alta Group d.o.o. and other shareholders for approximately €290 million.

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