Nova Ljubljanska banka d.d. Notes – NLB28

Issuer

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

Type

EUR-denominated notes, issued in dematerialized form

Status and subordination

The Notes constitute direct, unsecured and subordinated obligations of the Issuer and shall qualify as Additional Tier 1 (AT 1) Instruments

Ticker

NLB28

ISIN code

SI0022104275

Notes Rating

B+ (S&P)

Aggregate nominal amount of the issue (principal)

EUR 82,000,000.00

Nominal amount of each Note

EUR 200,000.00

Maturity

Notes are perpetual and have no scheduled maturity date; Issuer has the possibility for early redemption of the Notes in the period between 5 and 5.5 years from the Issue date

Distribution Rate

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

(b) for each subsequent 5-year period commencing on a Reset Date the sum of Reference Rate, applicable on the applicable Determination Date, and margin of 7.20%.

Reference Rate

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

Reset Date

23 March 2028, and each fifth anniversary thereof

Reset Determination Date

the second Business Day prior to the relevant Reset Date

Issue date

23 September 2022

Distribution Calculation

Actual/actual; rounding to the nearest cent

Payment of Distributions

Annually in arrears on each Distribution Payment Date

Distributions Payment Date

23 September each year, starting on 23 September 2023

Cancellation of distributions

NLB may, at its full discretion, at any time cancel, in whole or in part, any payment of distributions for an unlimited period and on a non-cumulative basis

Redemption of the Notes

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

The Issuer may redeem the Notes in whole, but not in part, if the conditions for redemption (which include approval of the competent authority) in the following cases:

1. on each Business Day from and including 23 September 2027 to, and including the first Reset Date, and on each subsequent Distribution Payment 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;
2. a change in regulatory classification of the Notes, excluding them in full or in part from own funds or reclassifying them as lower quality form of own funds,

1. if, by 23 March 2023 the Issuer fails to obtain the permission of the Competent Authority pursuant to Article 149(2) of the Slovenian Banking Act to include the Notes in whole in the calculation of its Additional Tier 1 capital.

Write-Down

If it has been determined that: (i) the Group CET 1 Capital Ratio is lower than 5.125% and/or (ii) the Issuer CET 1 Capital Ratio is lower than 5.125% (the Trigger Event), NLB shall reduce the principal of the Notes for such amount as may be necessary to remedy the Trigger Event.

Write-Up

After a Write-Down NLB may, at its sole discretion and subject to the conditions set out in the terms and conditions of the Notes, effect a reversal of a write-down by writing up the current principal amount of notes in whole or in part up to a maximum of the original principal amount.

Clearing

KDD – Centralna klirinško depotna družba and Clearstream, Luxembourg

Listed on stock exchange

Luxembourg Stock Exchange, Euro MTF market

Listed from

23 September 2022

Offering Circular

Offering Circular