Nova Ljubljanska banka d.d. Notes – NOVALJ 3.4 02/05/30

Issuer

Nova Ljubljanska banka d.d., Ljubljana, Trg republike 2, 1520 Ljubljana

Type

Subordinated, EUR-denominated, issued in global note form

Status and subordination

The Notes shall constitute direct, unsecured and subordinated obligations of the Issuer and shall qualify as Tier 2 instruments of the Issuer pursuant to Article 63 of the CRR II Regulation

Ticker

NOVALJ 3.4 02/05/30

ISIN code

XS2113139195

Notes Rating

BB (S&P)

Aggregate nominal value of the issue (principal)

EUR 120,000,000.00

Nominal value of each Note

EUR 100,000.00

Interest commencement date

5 February 2020

Maturity

5 February 2030

Interest Rate

Interest rate means annual interest rate, which amounts to:

(i) 3.40% up to but excluding 5 February 2025;

(ii) from and including 5 February 2025, the sum of Reference Rate, applicable on Reset Interest Date, and Margin

Reference Rate

Mid-swap rate for swap transactions in euro with a maturity of 5 years

Reset Date

5 February 2025

Reset Interest Date

Means the day which is two TARGET Business Days prior to Reset Date

Margin

3.658%

TARGET Business Day

Means any day which is a day on which TARGET2 payment system is operating

Issue date

5 February 2020

Interest Calculation

If the amount of interest scheduled to be paid under the notes is required to be calculated for any period of time: (i) such amount of interest for any Interest Period ending on or prior to the Reset Date shall be calculated by the calculation agent by applying the 3.40% to the principal amount of the Notes; and (ii) such amount of interest for any Interest Period commencing on or after the Reset Date shall be calculated by the calculation agent by applying the applicable Interest Rate to the principal amount of the Notes, in each case multiplying such amount by the applicable day count fraction (act/act), and rounding the resultant figure to the nearest full cent with EUR 0.005 being rounded upwards.

Interest Period

Means the period from and including the Interest commencement date to but excluding the first interest payment date and each successive period from and including an interest payment date to but excluding the next succeeding interest payment date.

Interest Payment Date

5 February each year, starting on 5 February 2021

Type of redemption

At maturity, at redemption price equal to 100% of principal plus accrued interest

Possibility of early redemption

The principal of the Notes cannot be prepaid upon demand of a noteholder.

The Issuer may redeem the Notes before maturity (in whole, but not in part, at their principal amount together with accrued and unpaid interest thereon to but excluding the date specified for the redemption at any time on the date of early redemption specified in the notice, provided that the conditions to early redemption and repurchase set forth in conditions of the Notes are met):

(a) if, by 31 July 2020, the Issuer does not obtain the permission of the competent authority to include the Notes in whole in the calculation of its Tier 2 capital pursuant to Article 71 of the CRR II; and

(b) subject to the prior consent of the competent authority: (i) on the fifth anniversary of the issue date of the Notes; (ii) if there is a change in the regulatory classification of the Notes; and/or (iii) if there is a change in the applicable tax treatment of the Notes.

Listed on stock exchange

Luxembourg Stock Exchange, Euro MTF market

Listed from

5 February 2020

Offering Circular