REPUBLIC OF ESTONIA
MINISTRY OF JUSTICE
/*Your Ref:
European lnvestm ent Bank
Our Ref: 24.11.2023 No 10-4/7580-2
Legal Opinion
Subject: EU FUNDS CO-FINANCING 2021-2027 (EST)
(Operation No. 2022-0166 1 FI No. 94.456)
Finance contract between the European Investment Bank (the Bank”) and the
Repubiic of Estonia (the “Borrower”, dated 22 June 2023 (the ‘Finance Contract”)
Dear Sir/Madam,
Ali terms used herein and not otherwise defined shall have the same meaning as in the Finance
Contract.
1 have exaniined an original of the Finance Contract and such iaws, documents and other matters, as
1 have deemed necessary or appropriate for the purpose of rendering this opinion.
Subject to the foregoing, 1 am of the opinion that:
1. The Finance Contract has been duly executed and deiivered on behaif of the Repubiic of Estonia
by Mr Mart Vörkiaev, Minister of Finance of the Repubiic of Estonia, who acted upon
authorization given by the Repubiic of Estonia, as Iawfui representative of the Repubiic of
Estonia; and constitutes a legal vaiid and binding obiigation upon the Republic of Estonia.
2. In accordance with subsection 70(2) of the State Budget Act, i.e. laws and procedures appiicable
to the Borrower, no authorisation from any competent decision making body of the Repubiic of
Estonia is required to authorise borrowing of the sum of EUR 300,000,000 under the Finance
Contract.
3. No taxes, fees or other charges, inciuding, without limitation, any registration or transfer tax,
stamp duty or similar levy, imposed by the Repubiic of Estonia or any national, regional or iocai
authority or any other body governed by pubiic law thereof of therein are payabie in connection
with the execution and deiivery of the Finance Contract.
4. The choice of the iaw of the Grand Duchy of Luxembourg as the law governing the Finance
Contract is vaiid and enforceabie.
5. Pursuantto Articie 11.2 of the Finance Contract, the Court of Justice of the European Union shaii
have jurisdiction in connection with any claim or dispute between the Borrower and the Bank,
and anyjudgment of such court pertaining to the Finance Contract wiIl be directiy enforceabie in
the Repubiic of Estonia.
6. The waiver of immunity under said Articie 11.2 of the Finance Contract is a legal, valid and
Ministry of Justice/ Suur-Ameerika 1/10122 Taiiinn / ESTONIA/ +372 620 8100 /fax +372 620 8109/
[email protected] / www.just.ee
Reg.no 70000898
binding obiigation of the Borrower.
Based on the foregoing, 1 am of the opinion that ali requirements specified in the iaws, reguiations and
any legally binding decisions currentiy appiicabie to the Republic of Estonia and/or governing the
Finance Contract were compiied with in order that the Finance Contract be legal, vaiid and binding
upon the Repubiic of Estonia as borrower, and i am of the opinion that the Finance Contract constitutes
a legal, vaiid and binding obiigation upon the Republic of Estonia as borrower, and commits the
Republic of Estonia irrevocabiy to the fuifiiment of its obiigations under the Finance Contract according
to its terms.
Yours sincereiy,
Kalle Laanet
Minister of Justice of the Repubiic of Estonia
2/2
REPUBLIC OF ESTONIA
MINISTRY OF FINANCE
Form of Authorised Siqnatories and Accounts
To: European Investment Bank
From: Ministry of Finance of Estonia
Date: 15.11.2023
Subject: Finance Contract between the European Investment Bank as Bank and the
Ministry of Finance of Estonia as Borrower dated 22 June 2023, for the
project EU FUNDS CO-FINANCING 2021-2027 (EST) A (the “Finance
Contract”)
Contract Number (FI° 94.456) Operation Number (Serapis N° 2022-0166)
Dear Madam/Sir,
This Iist was executed pursuant to the respective provisions of the Finance Contract and constitutes
the List of Authorised Signatories and Accounts (as defined in the Finance Contract).
Terms and expressions defined in the Finance Contract have the same meaning when used in this
List ofAuthorised Signatories and Accounts, unless defined otherwise herein.
The undersigned hereby certify to you as follows:
1. AUTHORISED SIGNATORIES
1.1 A Iist of the persons duly authorised to sign the Finance Contract, any Disbursement Requests
or any other certificate, notice or document to be delivered by the Borrower to the Bank under
the Finance Contract, in accordance with the rules of representation indicated in Schedules 1
and 2, is attached hereto as Schedule 1 together with a specimen signature of those persons.
The signatures appearing opposite their names are true signatures.
1.2 Attached hereto as Schedule 2 is the evidence of signing authority of the persons named in
Schedule 1.
2. AUTHORISED ACCOUNTS
2.1 The bank accounttowhich disbursements may be made underthis Finance Contract is (i.e. the
Disbursement Account(s)):
Bank account no. 1 IBAN Currency of Fuli legal name Fufl legal name BICISWIFT
no. the account of the of the account code
II nenett bank
1E09C1T199005139226812 EUR Ministry of Citibank Europe CITIIE2X
Finance of Estonia plc
EE931600000162174010 EUR Ministry of Eesti Pank EPBEE2X
Finance of Estonia
EEB4I 01 0002024790009 EUR Ministry of AS SEB Pank EEUHEE2X
Finance of Estonia
EE532200221 012280655 EUR Ministry of Swedbank AS HABAEE2X
Finance of Estonia
EE087700771003773320 EUR Ministry of AS LHV Pank LHVBEE22
Finance of Estonia
EE7OI 700017001577198 EUR Ministry of Luminor Bank AS RIKOEE22
Finance of Estonia
Suur-Ameerika 1 / 10122 Tallinn / Estonia / +372 611 3558 /
[email protected]
www.rahandusministeerium.ee / Reg. code: 70000272
EE525100005100079240 EUR Ministry of OP Corporate OKOYEE2X
Finance of Estonia Bank plc Eesti
filiaal
2.2 The bank account from which payments made under the Finance Contracts wiII be made by the
Borrower is (i.e. the Payment Account(s)):
Bank account no. 1 IBAN Currency of Fuil legal name Fuil legal name BICISWIFT
no. the account of the of the account code
1.. — ...tLI. — . 1.. — — I.
1E09C1T199005139226812 EUR Ministry of Citibank Europe CITIIE2X
Finance of Estona plc
EE931600000162174010 EUR Ministry of Eesti Pank EPBEE2X
Finance of Estonia
EE841010002024790009 EUR Ministry of AS SEB Pank EEUHEE2X
Finance of Estonia
EE532200221012280655 EUR Ministry of SwedbankAS HABAEE2X
Finance of Estonia
EE087700771003773320 EUR Ministry of AS LHV Pank LHVBEE22
Finance of Estonia
EE701700017001577198 EUR Ministry of Luminor BankAS RIKOEL22
Finance of Estonia
EE525100005100079240 EUR Ministry of OP Corporate OKOYEE2X
Finance of Estonia Bank plc Eesti
filiaal
2.3 Attached hereto as Schedule 3 is the evidence that the bank account(s) mentioned in this
section 2 (Aufhorised Accounts) have been opened in the name of the beneficiary(ies) set out
opposite ofsuch bank account(s) in sections 2.1 and 2.2 hereof.
The undersigned, duly authorised to act on behalf of the Borrower, hereby confirm that:
(i) the List of Authorised Signatories and Accounts is accurate and complete as of the date
hereof; and
(ii) if it turns out to be necessary after the date hereof, this List of Authorised Signatories and
Accounts wiII be duly updated by the Borrower.
Yours faithfully,
Ministry of Finance of Estonia as Borrower
Name: Mart Vörklaev
Title: Minister of Finance
2
SCHEDULE 1 — LIST OF AUTHORISED SIGNATORIES
Ministry of Finance of Estonia
TitIe Specimen jgpatur
Mr. Mart Vörklaev Minister of Finance of flnanceContract,
Mr. Janno Head of the State Treasury Schedule C,
Luurmees Department Schedule E,
Schedule A. 1.6,
any other
certificate, notice or
Borrower,incftding
confirming that the
List of Signatories
and Accounts is up
to-date
Ms. Triin Paige Portfolio Manager Schedule C,
Schedule E,
Schedule A. 1.6,
any other
certificate, notice or
document to be
delivered by the
Borrower, including
confirming that the
List of Signatories
and Accounts is up
to-date
Ms. Katrin Luts ChiefSpecialist ScheduleA.1.6,
any other
certificate, notice or /) ‘( cX,LC
documenttobe
delivered by the
Borrower
1
Please indicate whch docurnents the Authorised Signatory has the power to sign. Please also ndicate if the authorisation to given person
has any time-Iimits that are aiready known (e.g. termination date ofa power ofattorney).
3
FOR OFFJCIAL USE
REPUBLIC OF ESTONIA Notaton made on: 05.12.2023
Restriction on access valid until: 05.12.2028
MINISTRY OF FINANCE
Basis: AvTS § 35 Ig 1 p 17
Hoider ofinforniation: Ministrv of Finance
Form of Certificate from Borrower (Articie 1 .4.C)
To: European investment Bank
From: The Repubiic of Estonia
Date: 05 December 2023
Subject: Certificate for the Finance Contract between European investment
Bank and The Republic of Estonia dated 22 June 2023 (the “Finance
Contract)
Project Name: EU FUNDS CO-FINANC1NG 2021-2027 (EST)
Contract Number: 94.456 Operation Number: 2022-0166
Dear Sirs,
Terms defined in the Finance Contract have the same meaning when used in this letter.
For the purposes of Articie 1.4 of the Finance Contract we hereby certify to you as foiiows:
(a) there has been no material change to any aspect of the Project or in respect of which
we are obliged to report underArticle 8.1, save as previously communicated by us:
(b) no event or circumstance which constitutes or wouid with the passage of time or giving
of notice under the Finance Contract constitute a Prepayment Event or an Event of
Defauit has occurred and is continuing unremedied or unwaived;
(c) no litigation, arbitration administrative proceedings or investigation is current or to our
knowiedge is threatened or pending before any court, arbitrai body or agency which
has resulted or if adversely determined is reasonabiy likely to resuit in a Material
Adverse Change, nor is there subsisting against us or any of our subsidiaries any
unsatisfied judgement or award which results in a Material Adverse Change;
(d) the representations and warranties to be made or repeated by us under Article 6.11
are true in ali respects;
(e) insurances in accordance with the requirements of Articie 6.5(c) are in piace;
(f) we have sufficient funds avaiiable to ensure the timely completion and impiementation
of the Project in accordance with Schedule A. 1;
(g) no Materiai Adverse Change has occurred, as compared with the situation at the date
of the Finance Contract,
(h) appropriate Project impiementation arrangements and a Project Coordinator are in
piace; and
(i) the most recent List of Authorised Signatories and Accounts provided to the Bank by
the Borrower is up-to-date and the Bank may reiy on the information set out therein.
We undertake to immediateiy notify the Bank if any of the above faiis to be true or correct as of the
Disbursement Date for the proposed Tranche.
Yours faithf ily,
anno Luurmees
Head of State Treasury De artment
For and on behaif of the Repubiic of Estonia
Date: 05.12.2023
Suur-Ameerika 1 / 10122 Taliinn / Estonia / +372 611 3558
[email protected]
www.rahandusministeerium.ee / Reg. code: 70000272