Commentary & Deal Flow

Rating Update: Moody’s assigns a Baa2 rating to the notes, versus the Baa3 rating previously communicated

IPTs: 10NC5: MS+195a

• Issuer: Nova Ljubljanska banka d.d., Ljubljana (NLB)
• LEI: 5493001BABFV7P27OW30
• Issuer Ratings: A2 (stable) / BBB+ (positive) (Moody's/S&P)
• Expected Issue Ratings: Baa2 (Moody's)
• Status: Direct, unsecured and subordinated Tier 2 obligations
• Format: Reg S, Bearer Form, Classical Global Note, TEFRA D
• Currency / Size: €300m Exp.
• Tenor / Call: 10NC5
• Settlement Date: 20-Oct-26 (T+6)
• Reset Date: 20-Oct-31
• Maturity Date: 20-Oct-36
• Rate of Interest / Interest Payment Dates: Annually in arrear on 20 October of each year, commencing on 20-Oct-27
  The Rate of Interest will be,
  (a) from and including the Interest Commencement Date to but excluding the Reset Date, a fixed rate of [●] per cent. per annum; and
  (b) thereafter from and including the Reset Date to but excluding the Maturity Date, the sum of the 5-year EUR Mid-Swap Rate plus [●] % per annum.
• Business Days: T2 and Clearing Systems
• Day Count Fraction: Actual/Actual (ICMA), following, unadjusted
• Optional Redemption Date: 20-Oct-31
• Early Redemption at the Option of the Issuer: 5 - 40 Business Days’ prior notice on the Optional Redemption Date (subject to Conditions to Redemption and Repurchase set out in the EMTN Programme)
• Call Rights: Tax Call: Applicable
  Regulatory Call: Applicable
  Non-Approval Call: Applicable
  Clean-up Call: Applicable (75%)
  In each case provided that the conditions to early redemption and repurchase are met.
• No Set-off; No Netting: The Notes are not subject to any set-off arrangements or netting rights that would undermine their capacity to absorb losses in resolution, insolvency or liquidation of the Issuer
• Use of Proceeds: For the strengthening and optimization of the Issuer's capital structure, and for general corporate purposes
• Documentation: Under the EUR 3.5bn EMTN Programme with a base prospectus dated 03-Jun-26 and the supplement dated 09-Oct-26
• Denoms/Listing: €100,000 + €100,000 / Regulated Market of Luxembourg Stock Exchange
• Law: The Notes shall be governed by German law, save for the provisions in paragraphs (1) to (4) of § 2 (Status) of the Terms and Conditions which shall be governed by, and shall be construed exclusively in accordance with, Slovenian law
• ISIN / WKN: XS3535896016 / [●]
• Clearing: Clearstream Banking S.A. and Euroclear Bank SA/NV
• Selling Restrictions: As per the base prospectus dated 03-Jun-26, including United States (Reg S only), EEA (including Italy), the United Kingdom, and Singapore
• MiFID II / UK MiFIR product governance / Manufacturer target market: MiFID / UK MiFIR Target Market: Eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in EEA, the UK or elsewhere
• Stabilization: ICMA / FCA stabilization applies
• Advertisement: This communication is not an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The base prospectus, any supplements thereto are available, and the Final Terms relating to the Notes, when published, will be available on the website of the Luxembourg Stock Exchange at https://www.luxse.com/programme/Programme-NovaLjubljBka/14897 and on the Issuer's website (www.nlb.si).
• Joint Bookrunners: BofA Securities, Erste Group, Goldman Sachs Bank Europe SE (B&D), Nova Ljubljanska banka, UBS Investment Bank
• Fees: The Banks will be paid a fee by the Issuer in respect of the placement of the Notes.
• Deal Roadshow: Investor Login Details
  URL: https://dealroadshow.finsight.com
  Entry Code: Tier22026 (not case sensitive)
  Direct Link: https://dealroadshow.finsight.com/e/Tier22026
• Schedule: Books open, today’s business