Fixed Income

Euro Medium Term Note (EMTN) Programme

EMTN Prospectus (15 June 2023)

Supplement to Base Prospectus (12 January 2024)

Green Bond Framework

NLB Green Bond Framework

Second Party Opinion

Bonds

Nova Ljubljanska banka d.d., Ljubljana’s (hereinafter: NLB) is the issuer of the following outstanding bonds.

Type of the Bond

Ticker

ISIN code

Issue Date

Maturity

Interest Rate

Nominal Value

Listing

Subordinated Tier 2 Notes

NLB27

SI0022103855

6 May 2019

6 May 2029(i)

4.2% p.a.(ii)

EUR 45,000,000

Ljubljana Stock Exchange

Subordinated Tier 2 Notes

NOVALJ 3.65 11/19/29

XS2080776607

19 November 2019

19 November 2029(i)

3.65% p.a. (iii)

EUR 120,000,000

(as of 26 January 2024: EUR 9,900,000(x))

 Luxembourg Stock Exchange, Euro MTF

Subordinated Tier 2 Notes

NOVALJ 3.4 02/05/30

XS2113139195

5 February 2020

5 February 2030(i)

3.40% p.a. (iv)

EUR 120,000,000

(as of 26 January 2024: EUR 10,500,000(x))

 Luxembourg Stock Exchange, Euro MTF

Senior Preferred Notes

NOVALJ 6 07/19/25

XS2498964209

19 July 2022

19 July 2025(i)

6.000% p.a. (v)

EUR 300,000,000

 Luxembourg Stock Exchange, Euro MTF
Subordinated Additional Tier 1 Notes NLB28 SI0022104275 23 September 2022 Notes are perpetual and have no scheduled maturity date (i) 9.721% p.a. (vi) EUR 82,000,000 Luxembourg Stock Exchange, Euro MTF
Subordinated Tier 2 Notes

NOVALJ

10 3/4

11/28/32		 XS2413677464 28 November 2022 28 November 2032(i)

10.750%

p.a. (vii)		 EUR 225,000,000 Luxembourg Stock Exchange, Euro MTF
Senior Preferred Notes (green)

NOVALJ 7 1/8

06/27/27		 XS2641055012  27 June 2023 27 June 2027(i) 7.125%       p.a. (viii) EUR 500,000,000 Luxembourg Stock Exchange, Regulated Market

Subordinated Tier 2 Notes

NOVALJ 6 7/8

01/24/34

XS2750306511

24 January 2024

24 January 2034(i)

6.875%       p.a. (ix)

EUR 300,000,000

Luxembourg Stock Exchange, Regulated Market

(i) The bond has a call option which can be exercised by the NLB.

(ii) Interest rate means annual interest rate, which amounts to:

(a) before 6 May 2024 (however excluding 6 May 2024), 4.2%;

(b) from and including 6 May 2024, the sum of reference interest rate, applicable on interest rate determination date, and margin of 4.159%.

(iii) Interest rate means annual interest rate, which amounts to:

(a) before 19 November 2024 (however excluding 19 November 2024), 3.65%;

(b) from and including 19 November 2024, the sum of reference interest rate (5y MS), applicable on interest rate determination date, and margin of 3.833%.

(iv) Interest rate means annual interest rate, which amounts to:

(a) before 5 February 2025 (however excluding 5 February 2025), 3.40%;

(b) from and including 5 February 2025 the sum of reference interest rate (5y MS), applicable on interest rate determination date, and margin of 3.658%.

(v) Interest rate means annual interest rate, which amounts to:

(a) for the period from 19 July 2022 to 19 July 2024 (however excluding 19 July 2024), 6.000% p.a.;

(b) for the period from and including 19 July 2024 to but excluding 19 July 2025 the sum of reference rate (1y MS), applicable on the reset determination date, and margin of 4.835% p.a.

(vi) Interest rate means annual interest rate, which amounts to:

(a) for the period till 23 March 2028 (however excluding 23 March 2028), 9.721% p.a.;

(b) for each subsequent 5 years' period for as long as the notes remain outstanding, the interest rate shall be determined as the sum of reference interest rate (5y MS), applicable on interest rate determination date, and a margin of 7.20%.

(vii) Interest rate means annual interest rate, which amounts to:

(a) for the period from 28 November 2022 to 28 November 2027 (however excluding 28 November 2027), 10.750% p.a.;

(b) for the period from and including 28 November 2027 to but excluding 28 November 2032 the sum of reference rate (5y MS), applicable on the reset determination date, and margin of 8.298% p.a.

(viii) Interest rate means annual interest rate, which amounts to:

(a) for the period from 27 June 2023 to 27 June 2026 (however excluding 27 June 2026), 7.125% p.a.;

(b) for the period from and including 27 June 2026 to but excluding 27 June 2027 the sum of reference rate (1y MS), applicable on the reset determination date, and margin of 3.606% p.a.

(ix) Interest rate means annual interest rate, which amounts to:

(a) for the period from 24 January 2024 to 24 January 2029 (however excluding 24 January 2029), 6.875% p.a.;

(b) for the period from and including 24 January 2029 to but excluding 24 January 2034 the sum of reference rate (5y MS), applicable on the reset determination date, and margin of 4.230% p.a.

(x) Further information available on: https://www.nlb.si/investor-news-24-01-2024.

List of issued debt instruments ranking in points 8., 9. or 10. of the second paragraph of the Article 230 of the Resolution and Compulsory Winding-Up of Banks Act

Pursuant to the sixth paragraph of the Article 230 of the Resolution and Compulsory Winding-Up of Banks Act (Official Gazette of the Republic of Slovenia, No. 92/21, as amended; ZRPPB-1), NLB publishes the following list of issued debt instruments that rank in items 8., 9. or 10. of the second paragraph of the Article 230 of ZRPPB-1:

Security code of debt instrument issuance

Amount of Issuer’s total obligations pertaining to the issuance

Total number of debt instruments issued

Issuance date of debt instruments

Maturity date for obligations under the debt instruments

Ranking of payment for obligations under the issuance in case of wind-up procedure in consideration of the priority of payments determined in second and fourth paragraph of the Article 230 of the ZRPPB-1

1.

NLB27

(ISIN SI0022103855)

EUR 45 million and interest

450 denominations

6 May 2019

6 May 2029*

Point 10 of the second paragraph;

Point 2 of the fourth paragraph

2.

NOVALJ 3.65 11/19/29

(ISIN XS2080776607)

EUR 120 million and interest

(as of 26 January 2024: EUR 9.9 million and interest(i))

1200 denominations

(as of 26 January 2024: 99(i))

19 November 2019

19 November 2029*

Point 10 of the second paragraph;

Point 2 of the fourth paragraph

3.

NOVALJ 3.4 02/05/30

(ISIN XS2113139195)

EUR 120 million and interest

(as of 26 January 2024: EUR 10.5 million and interest(i))

1200 denominations

(as of 26 January 2024: 105(i))

5 February 2020

5 February 2030*

Point 10 of the second paragraph;

Point 2 of the fourth paragraph

4.

NOVALJ 6

07/19/25

(ISIN XS2498964209)

EUR 300 million and interest

3000

denominations

19 July 2022

19 July 2025*

Point 8 of the second paragraph
5.

NLB28

(ISIN SI0022104275)		 EUR 82 million and interest 410 denominations 23 September 2022 Notes are perpetual and have no scheduled maturity date*

Point 10 of the second paragraph;

Point 3 of the fourth paragraph
6.

NOVALJ 10 3/4

11/28/32

(ISIN XS2413677464)		 EUR 225 million and interest 2250 denominations 28 November 2022 28 November 2032*

Point 10 of the second paragraph;

Point 2 of the fourth paragraph
7.

NOVALJ 7 1/8

06/27/27

(ISIN XS2641055012)		 EUR 500 million and interest 5000 denominations 27 June 2023 27 June 2027*

Point 8 of the second paragraph
8.

NOVALJ 6 7/8

01/24/34

(ISIN XS2750306511)		 EUR 300 million and interest 3000 denominations 24 January 2024 24 January 2034*

Point 10 of the second paragraph;

Point 2 of the fourth paragraph

* The bond has a call option which can be exercised by NLB.

(i) Further information available on: https://www.nlb.si/investor-news-24-01-2024.

BOOK VALUE PER SHARE

31.12.2023

NLB Group: 139.9 EUR

CONTACT

Valerija Pešec
Head of Investor Relations
T: + 386 1 476 9122
E: valerija.pesec@nlb.si

Investor Relations         
E: IR@nlb.si

Peter Jenčič
Investor Relations
T: +386 1 476 2620
E: peter.jencic@nlb.si

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