The Republic of Slovenia: EUR 1.0bn 3.125 percent 10-year Sustainability-Linked notes

SLOVENIA, June 24 - This new bond was issued based on the Sustainability-linked Bond Framework of the Republic of Slovenia, which outlines potential Key Performance Indicators (KPIs), Sustainable Performance Targets (SPTs), reporting, verification and other parameters. The Framework itself was drafted in line with ICMA 2024 SLB guidelines, and received the Second Party Opinion from S&P Global.

The bond has a fixed-rate coupon with a step-up/step-down mechanism applied to the final coupon payment determined by the performance against the following KPI and SPTs, selected from the Slovenian Sustainability-Linked Bond Framework.

KPI 1: Total annual greenhouse gas emissions
SPT 1.1: 35 percent decrease of total GHG emissions by 2030 relative to 2005 baseline
SPT 1.2: 45 percent decrease of total GHG emissions by 2030 relative to 2005 baseline

If SPT 1.1 is not achieved and/or SPT notice is not published, the interest rate payable on the note will increase by 50 bps, commencing nine years after the settlement date. Conversely, if SPT 1.2 has been achieved, the interest rate payable will decrease by 50 bps, also starting nine years after the settlement date.

The issuance of this SLB highlights the Republic's commitment to advancing the sustainable instruments market, providing a complementary financial instrument that aligns with global sustainability objectives. By launching this SLB, Slovenia not only expanded its investor base but also reinforced its dedication to achieving substantial reductions in greenhouse gas emissions, thereby contributing to global efforts to combat climate change.

BNP PARIBAS served as the ESG Structuring Agent in the development of this SLB Framework.

The SLB Framework and the Second Party Opinion can be accessed via the following links:https://www.gov.si/assets/ministrstva/MF/Zakladnistvo/Trajnostna-obveznica-ang/Slovenia-SLB-Framework.pdf

https://www.gov.si/assets/ministrstva/MF/Zakladnistvo/Trajnostna-obveznica-ang/Slovenia-SLBF-Second-Party-Opinion.pdf)

Execution  

On Monday, 23 June 2025 at circa 10:30 CET, the Republic of Slovenia announced the mandate for its inaugural Sustainability-Linked Bond, a new EUR 10-year benchmark issuance due 2 July 2035. Additionally, a Global Investor Call was scheduled for 14:30 CET on the same day, with the Republic also offering availability for one-on-one investor calls throughout the day.

Following a constructive feedback session on Monday, books were opened the next morning on Tuesday 24 June 2025, at circa 09:10 CET, with initial price guidance at MS+70bps area.

As strong momentum built in the order book throughout the morning, with orders surpassing EUR 3.1bn (incl. EUR 415mn JLM interest) by circa 11:30 CET, the Republic decided the revise price guidance by 5bps to MS+65bps area. The final issue size was also set to EUR 1bn at this point.

Books continued to grow, reaching above EUR 3.9bn (incl. EUR 435m JLM interest), allowing the Republic to launch the transaction and set spread 4bps tighter to MS+61bps at circa 13:08 CET. Final books closed at 13:30 CET in excess of EUR 6.5bn (incl. EUR 435m JLM interest).

The offering ultimately priced at 16:36 CET with the following transaction parameters: EUR 1.0bn RegS notes with a coupon of 3.125% / reoffer spread of MS+61bps / reoffer yield of 3.155% / reoffer price of 99.746%.

The joint bookrunners for this transaction were Barclays, BNP PARIBAS, Credit Agricole CIB, Deutsche Bank, J.P. Morgan and OTP Banka.

Geographical distribution:

23 percent United Kingdom, Ireland

20 percent Belgium, Netherlands, Luxembourg

15 percent Germany, Austria, Switzerland

12 percent Southern Europe

11 percent Slovenia

9 percent Nordics

5 percent France

2 percent CEE

3 percent Other countries

Institutional investor distribution:

54 percent Asset Managers

18 percent Central Banks / Official Institutions

17 percent Bank

5 percent Insurance / Pension Fund

4 percent Hedge Funds

2 percent Other

Not to be released, published or distributed directly or indirectly in whole or in part in or into or to any person located in or resident in the United States or into any other jurisdiction where it would be unlawful to do so.

The Notes are being offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act, outside the United States in offshore transactions, in reliance on, and in compliance with Regulation S under the U.S. Securities Act. This announcement has been prepared for use in connection with the offer and sale of the Notes and does not constitute an offer to any person in the United States. Distribution of this announcement to any person within the United States is unauthorised. In member states of the EEA, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). In the UK, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.

Manufacturer target markets (MIFID II product governance) as assessed by the lead managers are eligible counterparties, professional and retail (all distribution channels).

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any offer, solicitation or sale of the Notes or any other securities in any state or other jurisdiction in  which such an offer, solicitation or sale would be unlawful.