Nova Ljubljanska banka d.d. Notes – NOVALJ 6 07/19/25

Issuer

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

Type

EUR-denominated notes, issued in new global note form

Status and subordination

The Notes constitute direct, unsecured and unsubordinated obligations of the Issuer and are intended to count towards the minimum requirement for own funds and eligible liabilities (MREL).

Ticker

NOVALJ 6 07/19/25

ISIN code

XS2498964209

Notes Rating

BBB (S&P)

Aggregate nominal amount of the issue (principal)

EUR 300,000,000.00

Nominal amount of each Note

EUR 100,000.00

Maturity

19 July 2025

Interest Rate

(i) for the period from the Issue Date to but excluding the First Call Date, 6.000% p.a.;

(ii) for the period from and including the First Call Date to but excluding the Maturity Date, the sum of the Reference Rate, determined on the Reset Determination Date, and a margin of 4.835% p.a.

Reference Rate

Mid-swap rate for swap transactions in euro with a maturity of 1 year

First Call Date

19 July 2024

Reset Determination Date

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

TARGET Business Day

Means a day on which TARGET is open

Issue date

19 July 2022

Interest Calculation

Actual/actual, rounding to the nearest full cent with EUR 0.005 being rounded upwards.

Interest Period

Means the period from and including the Issue 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

19 July each year, starting on 19 July 2023

Possibility of early redemption

The noteholders do not have a right to demand the early redemption of the Notes.

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 of redemption:

1. on 19 July 2024 (First Call Date);
2. at any time, if any of the following occurs or is expected to occur:

1. a change in tax treatment of the Notes; or
2. the Notes ceasing to count towards MREL,

provided that the conditions to early redemption and repurchase set forth in conditions of the Notes are met and the Issuer obtains prior permission of the Single Resolution Board for the redemption of the Notes.

Such permission may only be given, if:

(a) the Issuer (before or at the same time as any early redemption or repurchase) replaces the Notes with own funds instruments or eligible liabilities of equal or higher quality at terms that are sustainable for the income capacity of the Issuer; or

(b) the Issuer has demonstrated to the satisfaction of the Resolution Authority that the own funds and eligible liabilities of the Issuer would, following any early redemption or repurchase, exceed the requirements for own funds and eligible liabilities provided in the CRR and in Directives 2013/36/EU and 2014/59/EU by a margin that the Resolution Authority, in agreement with the competent supervisory authority, considers necessary; or

(c) the Issuer has demonstrated to the satisfaction of the Resolution Authority that the partial or full replacement of the eligible liabilities with own funds instruments is necessary to ensure compliance with the own funds requirements laid down in the CRR and in Directive 2013/36/EU for continuing authorisation.

Listed on stock exchange

Luxembourg Stock Exchange, Euro MTF market

Listed from

19 July 2022

Offering Circular

Offering Circular