CLIFFORD CHANCE LLP
EXECUTION VERSION
THE REPUBLIC OF ESTONIA
EURO MEDIUM TERM NOTE PROGRAMME
DEED OF COVENANT
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THIS DEED OF COVENANT is made on 19 October 2023
___________________________________
BY
(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF
FINANCE (the "Issuer")
IN FAVOUR OF
(2) THE ACCOUNTHOLDERS (as defined below); and
(3) THE PERSONS for the time being and from time to time registered as holders of the
Notes referred to below (the "Noteholders" and, together with the Accountholders (as
defined below), the "Beneficiaries").
WHEREAS
(A) The Issuer has established a Euro Medium Term Note Programme (the "Programme")
for the issuance of notes (the "Notes"), in connection with which it has entered into a
dealer agreement dated 19 October 2023 (as amended and restated from time to time,
the "Dealer Agreement") and an issue and paying agency agreement dated 19 October
2023 (as amended and restated from time to time, the "Agency Agreement").
(B) The Issuer has made applications to the Irish Stock Exchange plc, trading as Euronext
Dublin for Notes issued under the Programme to be admitted to listing on the official
list of Euronext Dublin and for the Notes issued under the Programme to be admitted
to trading on the regulated market of Euronext Dublin. The regulated market of
Euronext Dublin is a regulated market for the purposes of Directive 2014/65/EU (as
amended). Notes may also be issued on the basis that they will not be admitted to listing,
trading and/or quotation by any competent authority, stock exchange and/or quotation
system or that they will be admitted to listing, trading and/or quotation by such other
or further competent authorities, stock exchanges and/or quotation systems as may be
agreed with the Issuer.
(C) In connection with the Programme, the Issuer has prepared an offering circular dated
19 October 2023 (as such may be supplemented, updated or replaced from time to time,
the "Offering Circular").
(D) Notes issued under the Programme will be issued pursuant to the Offering Circular
describing the Programme and the relevant Pricing Supplement in respect of the
particular Tranche of Notes.
(E) Notes issued under the Programme will be issued in registered form and may be in the
form of one or more global note certificates ("Global Note Certificates").
(F) The Issuer wishes to constitute the Notes by deed poll and to make arrangements for
the protection of the interests of Accountholders in certain circumstances.
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NOW THIS DEED OF COVENANT WITNESSES as follows:
1. INTERPRETATION
1.1 Definitions
All terms and expressions which have defined meanings in the Conditions or the
Agency Agreement shall have the same meanings in this Deed of Covenant except
where the context requires otherwise or unless otherwise stated. In addition, in this
Deed of Covenant the following expressions have the following meanings:
"Accountholder" means any accountholder or participant with a Clearing System
which at the Determination Date has credited to its securities account with such
Clearing System one or more Entries in respect of a Global Note Certificate, except for
either Clearing System in its capacity as an accountholder of the other Clearing System;
"Clearing System" means each of Euroclear Bank SA/NV, Clearstream Banking S.A.
and any other clearing system specified in the relevant Pricing Supplement;
"Conditions" means the terms and conditions set out in the Offering Circular except
that, in relation to any particular Tranche of Notes, it means the Conditions (as defined
in the Offering Circular) as supplemented, amended and/or replaced by the relevant
Pricing Supplement, and any reference to a numbered Condition shall be construed
accordingly;
"Determination Date" means, in relation to any Global Note Certificate, the date on
which such Global Note Certificate becomes void in accordance with its terms;
"Direct Rights" means the rights referred to in Clause 3 (Direct Rights - Creation);
"Entry" means, in relation to a Global Note Certificate, any entry which is made in the
securities account of any Accountholder with a Clearing System in respect of Notes
represented by such Global Note Certificate;
"Holder" means a person in whose name a Note is registered in the Register or, in the
case of joint holders, the first named thereof; and
"Principal Amount" means, in respect of any Entry, the aggregate principal amount of
the Notes to which such Entry relates.
1.2 Clauses
Any reference in this Deed of Covenant to a Clause is, unless otherwise stated, to a
clause hereof.
1.3 Other agreements
All references in this Deed of Covenant to an agreement, instrument or other document
(including the Offering Circular, the Dealer Agreement and the Agency Agreement)
shall be construed as a reference to that agreement, instrument or other document as the
same may be amended, supplemented, replaced or novated from time to time. In
addition, in the context of any particular Tranche of Notes, each reference in this Deed
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of Covenant to the Offering Circular shall be construed as a reference to the Offering
Circular as supplemented and/or amended by the relevant Pricing Supplement.
1.4 Legislation
Any reference in this Deed of Covenant to any legislation (whether primary legislation
or regulations or other subsidiary legislation made pursuant to primary legislation) shall
be construed as a reference to such legislation as the same may have been, or may from
time to time be, amended or re-enacted.
1.5 Headings
Headings and sub-headings are for ease of reference only and shall not affect the
construction of this Deed of Covenant.
1.6 Benefit of Deed of Covenant
Any Notes issued under the Programme on or after the date of this Deed of Covenant
(other than any Notes issued so as to be consolidated and form a single Series with the
Notes of any Series issued up to and including the date of this Deed of Covenant) shall
have the benefit of this Deed of Covenant but shall not have the benefit of any
subsequent deed of covenant relating to the Programme (unless expressly so provided
in any such subsequent deed).
2. THE NOTES
The Issuer hereby constitutes the Notes and covenants in favour of each Noteholder
that it will duly perform and comply with the obligations expressed to be undertaken
by it in each Note Certificate and in the Conditions (and for this purpose any reference
in the Conditions to any obligation or payment under or in respect of the Notes shall be
construed to include a reference to any obligation or payment under or pursuant to this
provision).
3. DIRECT RIGHTS
Creation
If any Global Note Certificate representing all or part of a Tranche of Notes becomes
void in accordance with its terms, each Accountholder shall have against the Issuer all
rights ("Direct Rights") which such Accountholder would have had in respect of the
Notes if, immediately before the Determination Date in relation to that Global Note
Certificate, it had been the Holder of an Individual Note Certificate of that Tranche,
duly executed, authenticated and issued, in an aggregate principal amount equal to the
Principal Amount of such Accountholder's Entries relating to the Global Note
Certificate and a duly completed, executed and authenticated Individual Note
Certificate had been issued to such Accountholder in respect of such holding, including
(without limitation) the right to receive all payments due at any time in respect of the
Notes represented by such Individual Note Certificate as if such Individual Note
Certificate had (where required by the Conditions) been duly presented and (where
required by the Conditions) surrendered on the due date in accordance with the
Conditions. Anything which might prevent the issuance of Definitive Notes or an
Individual Note Certificates in an aggregate principal amount equal to the Principal
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Amount of any Entry of any Accountholder shall be disregarded for the purposes of
this Clause 3, but without prejudice to its effectiveness for any other purpose.
3.1 No Further Action
No further action shall be required on the part of the Issuer or any other person:
3.1.1 Direct Rights: for the Accountholders to enjoy the Direct Rights; or
3.1.2 Benefit of the Conditions: for each Accountholder to have the benefit of the
Conditions as if they had been incorporated mutatis mutandis into this Deed of
Covenant,
provided, however, that nothing herein shall entitle any Accountholder to receive any
payment in which has already been made in accordance with the terms of a Global Note
Certificate.
4. EVIDENCE
4.1 Records
The records of the Clearing Systems shall be conclusive as to the identity of the
Accountholders and the respective amounts of Notes credited to their securities
accounts and a statement issued by a Clearing System setting out:
4.1.1 the name of the Accountholder in respect of which it is issued; and
4.1.2 the Principal Amount of any Entry credited to the securities account of such
Accountholder with such Clearing System on any date,
shall be conclusive evidence for all purposes of this Deed of Covenant.
4.2 Determination Date
If a Clearing System determines the Determination Date, such determination shall be
binding on the Issuer and all Accountholders with such Clearing System.
5. DEPOSIT OF DEED OF COVENANT
This Deed of Covenant shall be deposited with and held by the Fiscal Agent for so long
as the Programme remains in effect and thereafter until the date on which all the
obligations of the Issuer under or in respect of the Notes (including, without limitation,
its obligations under this Deed of Covenant) have been discharged in full. The Issuer
hereby acknowledges the right of every Beneficiary to the production of this Deed of
Covenant.
6. STAMP DUTIES
The Issuer shall pay all stamp, registration and other taxes and duties (including any
interest and penalties thereon or in connection therewith) which may be payable upon
or in connection with the execution and delivery of this Deed of Covenant, and shall
indemnify each Beneficiary against any claim, demand, action, liability, damages, cost,
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loss or expense (including, without limitation, legal fees and any applicable value added
tax) which it may incur or which may be made against it as a result or arising out of or
in relation to any failure to pay or delay in paying any of the same.
7. BENEFIT OF DEED OF COVENANT
7.1 Deed Poll
This Deed of Covenant shall take effect as a deed poll for the benefit of the Beneficiaries
from time to time.
7.2 Benefit
This Deed of Covenant shall enure to the benefit of each Beneficiary and its (and any
subsequent successors and assigns), each of which shall be entitled severally to enforce
this Deed of Covenant against the Issuer.
7.3 Assignment
The Issuer shall not be entitled to assign or transfer all or any of its rights, benefits and
obligations under this Deed of Covenant. Each Beneficiary shall be entitled to assign
all or any rights and benefits hereunder.
8. PARTIAL INVALIDITY
If at any time any provision hereof is or becomes illegal, invalid or unenforceable in
any respect under the laws of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions hereof nor the legality, validity or
enforceability of such provision under the laws of any other jurisdiction shall in any
way be affected or impaired thereby.
9. NOTICES
9.1 Address for Notices
All notices and other communications to the Issuer hereunder shall be made in writing
(by letter or email) and shall be sent to the Issuer at:
Ministry of Finance of Estonia
1, Suur-Ameerika Street
10122 Tallinn
Estonia
Email:
[email protected]
Attention: State Treasury
or to such other address or email or for the attention of such other person or department
as the Issuer has notified to the Noteholders in the manner prescribed for the giving of
notices in connection with the Notes.
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9.2 Effectiveness
Every notice or other communication sent in accordance with Clause 9.1 (Address for
Notices) shall be effective upon receipt by the Issuer provided, however, that any such
notice or other communication which would otherwise take effect after 4.00pm on any
particular day shall not take effect until 10.00am on the immediately succeeding
business day in the place of the Issuer.
10. GOVERNING LAW AND ARBITRATION
10.1 Governing law
This Deed of Covenant (including a dispute relating to its existence, validity or
termination) and any non-contractual obligation or other matter arising out of or in
connection with this Deed of Covenant shall be governed, and construed in accordance
with, by English law. The governing law of this Clause 10 (Governing Law and
Arbitration) shall also be the substantive law of England.
10.2 Arbitration
Any dispute, claim difference or controversy arising out of or in connection with this
Deed of Covenant (including any dispute relating to its existence, validity or
termination, or any non-contractual obligation or other matter arising out of or in
connection with it) (a "Dispute") shall be referred to and finally resolved by arbitration
under the Arbitration Rules of the London Court of International Arbitration ("LCIA")
(the "Rules"), which Rules (as amended from time to time) are incorporated by
reference into this Clause 10.2 (Arbitration). For these purposes:
10.2.1 any Request for Arbitration (as defined in the Rules) may be served by delivery
to the process agent in accordance with Clause 10.3 (Service of process);
10.2.2 the seat, or legal place of arbitration, shall be London, England where all
hearings and meetings shall be held, unless the parties agree otherwise;
10.2.3 there shall be three arbitrators, each of whom shall be disinterested in the
arbitration, shall have no connection with any party thereto and shall be an
attorney experienced in international securities transactions. The claimant(s)
and the respondent(s) shall nominate an arbitrator respectively. If one party fails
to appoint an arbitrator within 30 days of receiving notice of the appointment of
an arbitrator by the other party, then that arbitrator shall be appointed by the
LCIA. The third arbitrator, who shall be the chairman of the tribunal, shall be
nominated by the two party-nominated arbitrators. If he is not chosen and
appointed within fifteen (15) days of the last of their appointments, he shall be
appointed by the LCIA;
10.2.4 the language of the arbitration shall be English;
10.2.5 any award of the tribunal shall be binding from the day it is made, and the parties
to this Deed of Covenant hereby waive any right to refer any question of law
and any right of appeal on the law and/or merits to any court;
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10.2.6 it is agreed that the arbitrators shall have no authority to award exemplary or
punitive damages of any type under any circumstances whether or not such
damages may be available under the relevant applicable law, the parties hereby
waive their right, if any, to recover such damages;
10.2.7 this arbitration Clause 10.2 including its validity and scope, shall be governed
by English law;
10.2.8 nothing in this Clause 10.2 shall be construed as preventing any party to this
Deed of Covenant from seeking conservatory or similar interim relief in any
court of competent jurisdiction; and
10.2.9 the parties agree that the arbitration and any facts, documents, awards or other
information related to the arbitration or the dispute, controversy or claim to
which it relates shall be kept strictly confidential and shall not be disclosed to
any third party without the express written consent of the other party, unless
such disclosure is required to comply with any legal or regulatory requirement.
10.3 Service of process
For the purposes of any court proceedings commenced in support of, or in relation to,
arbitral proceedings brought under this Clause 10 (Governing Law and Arbitration),
the Issuer agrees that service of process may be effected on it by delivering or posting
that process to the Embassy of the Republic of Estonia in London at 44 Queen's Gate
Terrace, South Kensington, London SW7 5PJ and agrees that, if for any reason service
of process by such means is not possible, it will appoint a third party agent for service
of process in England. Nothing in this paragraph shall affect the right of any party to
serve process in any other manner permitted by law.
10.4 Waiver of immunity and consent to enforcement
10.4.1 To the extent that the Issuer may in any jurisdiction claim for itself or its
revenues, assets or properties ("Sovereign Assets") immunities from suit,
execution, attachment (whether in aid of execution, before award or otherwise)
in all cases related to the Notes, and to the extent that in any such jurisdiction
there may be attributed to itself or its Sovereign Assets such immunity (whether
or not claimed), the Issuer hereby irrevocably agrees for the benefit of the
Noteholders not to claim and confirms that any such immunity is or has been
irrevocably waived to the fullest extent permitted by the laws of such
jurisdiction. For the avoidance of doubt, the Issuer submits to the jurisdiction of
any arbitral body constituted in accordance with Clause 10.2 (Arbitration), the
courts at the legal seat of arbitration in the matters related to the arbitral
proceedings and court proceedings in any jurisdiction relating to the
enforcement of an arbitral award.
10.4.2 To the extent that the Issuer or any of its Sovereign Assets may be entitled in
any jurisdiction to any immunity from set-off or any similar right or remedy,
and to the extent that there shall be attributed, in any jurisdiction, such an
immunity, the Issuer hereby irrevocably agrees not to claim and confirms that
any such immunity is or has been irrevocably waived to the fullest extent
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permitted by the laws of such jurisdiction with respect to any claim, suit, action,
proceeding, right or remedy arising out of or in connection with the Notes.
10.4.3 The Issuer further irrevocably consents to the giving of any relief or the issue
of any process, including, without limitation, the making, enforcement or
execution against any Sovereign Assets whatsoever of any order, award or
judgment, made or given in connection with any Dispute.
10.4.4 The waiver of immunity by the Issuer herein shall not constitute a waiver of
immunity in relation to:
(i) present or future "premises of the mission" as defined in the Vienna
Convention on Diplomatic Relations signed in 1961;
(ii) "consular premises" as defined in the Vienna Convention on Consular
Relations signed in 1963;
(iii) any other property or assets used solely or mainly for official non-
commercial state purposes in the Republic of Estonia or elsewhere;
(iv) military property or military assets of the Republic of Estonia related
thereto; or
(v) any non-transferable national assets and national assets with priority
importance as defined in or in accordance with applicable Estonian laws.
It is acknowledged that there is no specific law in Estonia governing the
waiving of immunity by the Issuer. Further, in accordance with the Code
of Enforcement Procedure, assets or things in restricted commerce
which the Republic of Estonia or local government need for the
performance of public duties or the enforcement of which would be
contrary to public interest, shall not be subject to enforcement.
10.5 Consolidation of disputes
10.5.1 In this sub-clause:
"Consolidation Order" means an order by a Tribunal that a Primary Dispute and a
Linked Dispute be consolidated and heard as one dispute in the same arbitral
proceedings.
"Linked Agreement" means the Notes, Global Note Certificate, Deed of Covenant,
Agency Agreement, Dealer Agreement, Subscription Agreement and any other
agreement entered into in connection with the issue of the Notes.
"Linked Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement (including any
dispute relating to its existence, validity or termination or any non-contractual
obligation or other matter arising out of or in connection with it), in which a Request
for Arbitration is served after a Request for Arbitration has been served in respect of a
Primary Dispute.
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"Primary Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement (including any
dispute relating to its existence, validity or termination or any non-contractual
obligation or other matter arising out of or in connection with it) in which a Request for
Arbitration has been served before a Request for Arbitration is served in relation to a
Linked Dispute.
"Tribunal" means any arbitral tribunal appointed under this Deed of Covenant or any
Linked Agreement.
10.5.2 If any Linked Dispute raises issues of fact and/or law which are substantially
the same as or similar to issues raised in any Primary Dispute then,
notwithstanding that a Tribunal may already have been agreed or appointed in
respect of the Linked Dispute, any party (the "Notifying Party") to both the
Primary Dispute and the Linked Dispute (the "Notified Disputes") may apply,
by service of a written notice (a "Consolidation Notice") in accordance with
this Clause, to the Tribunal appointed in relation to the Primary Dispute for a
Consolidation Order.
10.5.3 The Notifying Party must serve the Consolidation Notice on all parties to the
Notified Disputes, and on any arbitrators already appointed or agreed in
connection with any Notified Dispute.
10.5.4 The Tribunal appointed in relation to the Primary Dispute may make a
Consolidation Order on hearing an application brought under sub-clause 10.5.2
above if it considers it just, equitable and procedurally efficient to do so and that
no party to either the Primary Dispute or the Linked Dispute would be materially
prejudiced as a result of such consolidation. In determining whether to make a
Consolidation Order, the Tribunal must take account of:
(a) the likelihood and consequences of inconsistent decisions if
consolidation is not ordered;
(b) any fault on the part of the party seeking consolidation to make a timely
application; and
(c) the likely consequences of consolidation in terms of cost and time.
10.5.5 If the Tribunal appointed in respect of the Primary Dispute makes a
Consolidation Order:
(a) it will immediately, to the exclusion of the other Tribunal appointed in
a Linked Dispute, have jurisdiction to resolve finally the Notified
Disputes;
(b) it must order that notice of the Consolidation Order and its effect be
given immediately to any arbitrators already appointed in relation to the
Linked Dispute and to all parties to the Notified Disputes;
(c) any appointment of an arbitrator in relation to the Linked Dispute before
the date of the Consolidation Order will terminate immediately and that
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arbitrator will be deemed to be functus officio. The termination is
without prejudice to:
(i) the validity of any act done, or order made, by that arbitrator or
by the court in support of that arbitration before his appointment
is terminated;
(ii) his entitlement to be paid his proper fees and disbursements; and
(iii) the date when any claim or defence was raised for the purpose of
applying any limitation bar or any similar rule or provision;
(d) it may also give any other directions it considers appropriate to:
(i) give effect to the Consolidation Order and make provisions for
any costs which may result from it (including costs in any
arbitration terminated as a result of the Consolidation Order);
and
(ii) ensure the proper organisation of the arbitration proceedings and
the proper formulation and resolution of the issues between the
parties;
(e) If a Tribunal appointed in respect of the Primary Dispute arising under
a Linked Agreement makes a Consolidation Order which confers on that
Tribunal jurisdiction to resolve a Linked Dispute arising under this Deed
of Covenant, that Consolidation Order and the award of that Tribunal
will bind the parties to the Linked Dispute arising under this Deed of
Covenant.
(f) For the avoidance of doubt, where a Tribunal is appointed under this
Deed of Covenant or any Linked Agreement, the whole of its award
(including any part relating to a Linked Dispute) is deemed for the
purposes of the New York Convention on the Recognition and
Enforcement of Arbitral Awards 1958 to be contemplated by this Deed
of Covenant and that Linked Agreement.
(g) Each of the Issuer and the Joint Lead Managers hereby waives any right
to object to the validity and/or enforceability of any arbitral award made
by a Tribunal following the grant of a Consolidation Order on the basis
that such award was made in arbitral proceedings which were
consolidated under this Clause 10.5 or in accordance with an equivalent
provision under another Linked Agreement.
10.5.6 Should the Tribunal appointed in relation to the Primary Dispute decline
appointment in respect of the Linked Dispute, any rights to submit a Linked
Dispute arising under this Deed of Covenant to separate arbitration proceedings
under Clause 10.2 (Arbitration) shall be unaffected.
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11. MODIFICATION
The Agency Agreement contains provisions for convening meetings of Noteholders to
consider matters relating to the Notes, including the modification of any provision of
this Deed of Covenant. Any such modification may be made by supplemental deed
poll if sanctioned by an Extraordinary Resolution and shall be binding on all
Beneficiaries.
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IN WITNESS whereof this Deed of Covenant has been executed by the Issuer and is intended
to be and is hereby delivered on the date first before written.
EXECUTED as a deed )
)
)
)
)
by the )
MINISTER OF FINANCE of )
The Republic of Estonia )
as attorney for )
THE REPUBLIC OF ESTONIA )
acting through its )
MINISTRY OF FINANCE )
Project Limestone – Deed of Covenant – Signature Pages
KÄSKKIRI
19.10.2023 nr 159
Eesti Vabariigi pikaajaliste võlakirjade
programmi tingimuste kinnitamine ja
võlakohustuste võtmiseks volituse andmine
Vabariigi Valitsuse seaduse § 49 lõike 1 punkti 1, riigieelarve seaduse § 70 lõigete 2 ja 3 ning
Vabariigi Valitsuse 22. detsembri 2011. a määruse nr 177 „Rahandusministeeriumi
põhimäärus“ § 9 punktide 4 ja 26 alusel ning kooskõlas riigieelarve seaduse § 69 lõikega 2
ning Vabariigi Valitsuse 21. märtsi 2014. a määruse nr 44 „Riigi rahavoo juhtimise ja
stabiliseerimisreservi haldamise põhimõtted“ § 4 lõike 2 punktiga 2 ja lõikega 4 ning § 12
lõike 2 punktidega 2 ja 3:
1. Kiita heaks Eesti Vabariigi pikaajaliste võlakirjade programm (edaspidi programm)
alljärgnevatel ja käesolevale käskkirjale lisatud pakkumisdokumendis (Lisa 1 Republic of
Estonia Euro Medium Term Note Programme Offering Circular), turustamislepingus
(Lisa 2 Dealer Agreement), agendilepingus (Lisa 3 Agency Agreement) ja kokkuleppes
(Lisa 4 Deed of Covenant) kirjeldatud põhitingimustel:
Programmi nimetus: Eesti Vabariigi pikaajaliste võlakirjade programm
(Republic of Estonia Euro Medium Term Note
Programme)
Programmi eesmärk: Eesti Vabariigi riigi üldise või
eriotstarbelise/erakorralise rahastamise vajaduse
katmine
Programmi kogumaht: Ilma summalise ülempiirita
Riigi poolt tegelikult võetud võlakohustuste, sh
programmi raames võetud võlakohustuste jääk ei tohi
ühelgi ajahetkel ületada riigieelarve seaduse § 69
lõikes 2 nimetatud piirmäära.
Programmi tähtaeg: Tähtajatu
2. Volitan:
1) Sven Kirsipuu –asekantsler,
2) Janno Luurmees – riigikassa osakonna juhataja,
a) tegema kõiki toiminguid punktis 1 nimetatud võlakirju esindava globaalse
registreeritud võlakirja (Global Note) Euroclear Bank SA/NV ja Clearstream Banking
S.A. juures registreerimiseks, sealhulgas volitama Euroclear Bank SA/NV’d ja
Clearstream Banking S.A.’d tegema erinevaid toiminguid seoses punktis 1 nimetatud
võlakirju esindava globaalse registreeritud võlakirjaga, ning allkirjastama ja esitama
punktis 1 nimetatud võlakirju esindava globaalse registreeritud võlakirja Euroclear Bank
SA/NV ja Clearstream Banking S.A. juures registreerimiseks ning registreeringuga
seoses riigi nimel kinnitusi, lepinguid ja muid dokumente;
b) programmi raames emiteeritavate võlakirjade registreerimisel Eesti väärtpaberite
registris, tegema kõiki toiminguid punktis 1 nimetatud võlakirjade registreerimiseks Eesti
väärtpaberite registris, sealhulgas volitama Nasdaq CSD SE Eesti filiaali tegema
erinevaid toiminguid seoses punktis 1 nimetatud ja Eesti väärtpaberite registris
registreeritud võlakirjadega, ning allkirjastama ja esitama punktis 1 nimetatud võlakirjade
Eesti väärtpaberite registris registreerimiseks ning registreeringuga seoses riigi nimel
kinnitusi, lepinguid ja muid dokumente;
c) sõltuvalt võimalustest, otstarbekusest, vajadusest ja nõudlusest, korraldama punktis 1
nimetatud võlakirjade avalikku pakkumist Eestis, sealhulgas tegema kõiki toiminguid
punktis 1 nimetatud võlakirjade arvelduse tehniliseks korraldamiseks, ning sõlmima
lepinguid ja andma korraldusi Nasdaq CSD SE Eesti filiaalile ja/või kommertspankadele
(kui Nadsaq CSD SE Eesti filiaal ei paku avaliku pakkumise arveldamise teenust)
ulatuses, mis on vajalik avaliku pakkumise arveldamiseks;
d) tegema kõiki toiminguid punktis 1 nimetatud võlakirjade Euronext Dublini ametlikus
nimekirjas ja/või Nasdaq Tallinn Balti võlakirjade nimekirjas noteerimiseks ja
kauplemisele võtmiseks, sealhulgas allkirjastama ja esitama punktis 1 nimetatud
võlakirjade noteerimiseks ja kauplemise võtmiseks ning sellega seoses riigi nimel
taotlusi, kinnitusi, lepinguid ja muid dokumente;
e) ostma punktis 1 nimetatud emiteeritud võlakirju riskide ja kulude juhtimise eesmärgil
enne tähtaega tagasi;
f) andma ja esitama käesoleva käskkirja punktis 1 nimetatud programmi dokumentide
alusel ja punktis 2 nimetatud toimingutega seoses riigi nimel kinnitusi, instruktsioone
ning allkirjastama lepinguid, volitusi ja muid dokumente.
3. Käesoleva käskkirja punktis 0 antud volitus kehtib kuni programmi kehtivuse
lõppemiseni või kuni selle tagasivõtmiseni või lõppemiseni muul alusel (sh volitatud
isikute ametist lahkumisel).
(allkirjastatud digitaalselt)
Mart Võrklaev
rahandusminister
Lisad:
Lisa 1 Republic of Estonia Euro Medium Term Note Programme, Offering Circular
Lisa 2 Dealer Agreement between the Republic of Estonia as Issuer and Barclays Bank
Ireland Plc and Citigroup Global Markets Europe AG as Arrangers and Dealers
Lisa 3 Issue and Paying Agency Agreement between the Republic of Estonia as Issuer and
Citibank Europe PLC as Registrar and Citibank, N.A., London branch as Fiscal Agent,
Transfer Agent and Paying Agent
Lisa 4 Deed of Covenant, the Republic of Estonia Euro Medium Term Note Programme
CLIFFORD CHANCE LLP
Draft date: 18 October 2023
THE REPUBLIC OF ESTONIA
EURO MEDIUM TERM NOTE PROGRAMME
ISSUE AND PAYING AGENCY AGREEMENT
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CONTENTS
Clause Page
1. Interpretation ..................................................................................................................... 1
2. Appointment of the Agents ............................................................................................... 6
3. The Notes .......................................................................................................................... 7
4. Issuance of Notes............................................................................................................... 8
5. Transfers of Notes ........................................................................................................... 11
6. Replacement Notes .......................................................................................................... 12
7. Payments to the Fiscal Agent .......................................................................................... 13
8. Payments to Noteholders ................................................................................................. 14
9. Miscellaneous Duties of the Agents ................................................................................ 17
10. Early Redemption and Exercise of Options .................................................................... 20
11. Appointment and Duties of the Calculation Agent ......................................................... 22
12. Fees and Expenses ........................................................................................................... 23
13. Terms of Appointment .................................................................................................... 24
14. Changes in Agents ........................................................................................................... 26
15. Notices ............................................................................................................................. 30
16. Governing Law and Arbitration ...................................................................................... 31
17. Contractual Recognition of Bail-In ................................................................................. 35
18. Modification .................................................................................................................... 36
19. Counterparts .................................................................................................................... 36
20. Rights of Third Parties .................................................................................................... 37
21. Entire Agreement ............................................................................................................ 37
Schedule 1 Duties under the Issuer-ICSDs Agreement ........................................................... 38
Schedule 2 Provisions For Meetings of Noteholders ............................................................... 39
Schedule 3 The Specified Offices of the Agents ..................................................................... 70
Schedule 4 Form of Calculation Agent Appointment Letter ................................................... 72
Schedule 5 Form of Put Option Notice .................................................................................... 75
Schedule 6 Form Put Option Notice ........................................................................................ 78
Schedule 7 Form of Put Option Receipt .................................................................................. 81
Schedule 8 Regulations Concerning Transfers and Registration of Notes .............................. 82
Schedule 9 ................................................................................................................................ 84
Part A Form of Global Note Certificate ................................................................................... 84
Part B Form of Individual Note Certificate ............................................................................. 91
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THIS AGREEMENT is made on [date]
___________________________________
BETWEEN:
(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF
FINANCE (the "Issuer");
(2) CITIBANK EUROPE PLC as registrar (the "Registrar");
(3) CITIBANK, N.A., LONDON BRANCH as fiscal agent (the "Fiscal Agent");
(4) CITIBANK, N.A., LONDON BRANCH as transfer agent (the "Transfer Agent");
and
(5) CITIBANK, N.A., LONDON BRANCH as paying agent (together with the Fiscal
Agent, the "Paying Agents").
WHEREAS:
(A) The Issuer has established a Euro Medium Term Note Programme (the "Programme")
for the issuance of notes (the "Notes"), in connection with which they have entered into
a dealer agreement dated [date] (the "Dealer Agreement").
(B) The Notes will be constituted by a deed of covenant dated [date] (the "Deed of
Covenant") entered into by the Issuer.
(C) The Issuer has made applications to the Irish Stock Exchange plc trading as Euronext
Dublin for Notes issued under the Programme to be admitted to listing on the official
list of Euronext Dublin (the "Official List") and for the Notes issued under the
Programme to be admitted to trading on the regulated market of Euronext Dublin. The
regulated market of Euronext Dublin is a regulated market for the purposes of Directive
2014/65/EU (as amended, "MiFID II"). Notes may also be issued on the basis that they
will not be admitted to listing, trading and/or quotation by any competent authority,
stock exchange and/or quotation system or that they will be admitted to listing, trading
and/or quotation by such other or further competent authorities, stock exchanges and/or
quotation systems as may be agreed with the Issuer.
(D) The Issuer and the Agents (as defined below) wish to record certain arrangements which
they have made in relation to the Notes to be issued under the Programme.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
All terms and expressions which have defined meanings in the Conditions shall have
the same meanings in this Agreement except where the context requires otherwise or
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unless otherwise stated. In addition, in this Agreement the following expressions have
the following meanings:
"Agents" means the Paying Agents, the Registrar, the Transfer Agents and any
Calculation Agent and "Agent" means any one of the Agents;
"Applicable Law" means any applicable provision of law or regulation and shall be
deemed to include (i) any rule or practice of any competent regulatory, prosecuting, tax
or governmental authority in any jurisdiction (each an "Authority") by which any Party
is bound or with which it is accustomed to comply; (ii) any agreement between any
Authorities; and (iii) any agreement between any Authority and any Party that is
customarily entered into by institutions of a similar nature;
"Calculation Agent" means, in relation to any Series of Notes, the institution appointed
as calculation agent for the purposes of such Notes and named as such in the relevant
Pricing Supplement in the case of the Fiscal Agent, pursuant to Clause 11 (Appointment
and duties of the Calculation Agent), in the case of a Dealer, pursuant to
clause 8(Calculation Agent) of the Dealer Agreement and, in the case of any other
institution pursuant to a letter of appointment in, or substantially in, the form set out in
Schedule 4 (Form of Calculation Agent Appointment Letter) and, in any case, any
successor to such institution in its capacity as such;
"Client Money Rules" means the FCA Rules in relation to client money and its
distribution from time to time;
"Code" means the US Internal Revenue Code of 1986, as amended;
"Clearstream, Luxembourg" means Clearstream Banking S.A.;
"Commissionaire Account" means an account with either Euroclear or Clearstream,
Luxembourg, the terms of which include a third-party beneficiary clause ("stipulation
pour autrui") with the Issuer as the third-party beneficiary;
"Common Safekeeper" means an ICSD in its capacity as common safekeeper or a
person nominated by the ICSDs to perform the role of common safekeeper;
"Common Service Provider" means a person nominated by the ICSDs to perform the
role of common service provider;
"Conditions" has the meaning given in the Offering Circular except that, in relation to
any particular Tranche of Notes, it means the Conditions as supplemented, amended
and/or replaced by the relevant Pricing Supplement, and any reference to a numbered
Condition shall be construed accordingly;
"EUR" or "Euro" means the single currency introduced at the start of the third stage of
the European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended;
"Euroclear" means Euroclear Bank SA/NV;
"FATCA Withholding" means any withholding or deduction required pursuant to an
agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to
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sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or any law implementing an intergovernmental
approach thereto;
"FCA" means the Financial Conduct Authority or any regulatory authority that may
succeed it as a United Kingdom regulator;
"FCA Rules" means the rules established by the FCA in the FCA's handbook of rules
and guidance from time to time;
"Global Note Certificate" means a Global Note Certificate substantially in the form
set out in Schedule 9 (Form of Global Note Certificate);
"ICSD DVP Syndicated New Issues Process" means the Delivery Versus Payment
(DVP) Syndicated New Issues process within the ICSDs introduced in March 2022;
"ICSDs" means Clearstream, Luxembourg and Euroclear and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified in the relevant Pricing
Supplement;
"Individual Note Certificate" means an unrestricted or a restricted individual Note
substantially in the form set out in Schedule 9 (Form of Individual Note Certificate);
"Issuer-ICSDs Agreement" means the agreement entered into between the Issuer and
Euroclear and Clearstream, Luxembourg with respect to the settlement in Euroclear and
Clearstream, Luxembourg of Note Certificates to be held under the NSS;
"Local Banking Day" means a day (other than a Saturday or a Sunday) on which
commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in the city in which the Fiscal Agent has its
Specified Office;
"Local Time" means the time in the city in which the Fiscal Agent has its Specified
Office;
"London Banking Day" means a day (other than a Saturday or a Sunday) on which
commercial banks are open for business (including dealings in foreign exchange and
foreign currency deposits) in London;
"Master Global Note Certificate" means a Global Note Certificate which is complete
except that it requires:
(a) a copy of the Pricing Supplement in respect of the Tranche of Notes to which it
will relate to be attached thereto;
(b) completion by the Fiscal Agent, on behalf of the Issuer, as to the details of the
Tranche of Notes to which it will relate; and
(c) authentication by or on behalf of the Registrar;
"Note Certificate" means a Global Note Certificate and/or an Individual Note
Certificate;
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"NSS" or "New Safekeeping Structure" means a structure where a Note which is
registered in the name of a Common Safekeeper (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and the relevant Global Note Certificate will be deposited
on or about the issue date with the Common Safekeeper for Euroclear and/or
Clearstream, Luxembourg;
"Offering Circular" means the offering circular prepared in connection with the
Programme, as the same may be amended or supplemented from time to time;
"Paying Agent", "Fiscal Agent", "Registrar" and "Transfer Agent" include any
successors thereto appointed from time to time in accordance with Clause 13 (Terms of
Appointment) and "Paying Agent" means any one of the Paying Agents;
"Put Option Notice" means a notice of exercise relating to the put option contained in
Condition 9(e) (Redemption at the option of Noteholders), substantially in the form set
out in Schedule 5 (Form of Put Option Notice) or such other form as may from time to
time be agreed between the Issuer and the Fiscal Agent and distributed to each Paying
Agent;
"Put Option Receipt" means a receipt delivered by a Paying Agent in relation to a
Definitive Note or an Individual Note Certificate which is the subject of a Put Option
Notice, substantially in the form set out in Schedule 7 (Form of Put Option Receipt) or
such other form as may from time to time be agreed between the Issuer and the Fiscal
Agent and distributed to each Paying Agent;
"Register" has the meaning set out in Clause 5 (Transfer of Notes);
"Regulations" means the regulations concerning the transfer of Notes as the same may
from time to time be promulgated by the Issuer and approved by the Registrar (the
initial regulations being set out in Schedule 8 (Regulations Concerning Transfers and
Registration of Notes);
"Relevant Agreement" means an agreement (whether oral or in writing) between the
Issuer and any Dealer(s) for the issue by the Issuer and the subscription by such
Dealer(s) (or on such other basis as may be agreed between the Issuer and the relevant
Dealer(s) at the relevant time) of any Notes;
"Replacement Agent" means the Fiscal Agent or in respect of any Tranche of Notes,
the Agent named as such in the relevant Pricing Supplement;
"Required Agent" means any Paying Agent (which may be the Fiscal Agent) or
Transfer Agent (which expression shall include, for the purposes of this definition only,
the Registrar) which is the sole remaining Paying Agent or (as the case may be) Transfer
Agent with its Specified Office in any city where a listing authority, stock exchange
and/or quotation system by which the Notes are admitted to listing, trading and/or
quotation requires there to be a Paying Agent, or, as the case may be Transfer Agent;
"Specified Office" means, in relation to any Agent:
(a) the office specified against its name in Schedule 3 (Specified Offices of the
Agents); or
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(b) such other office as such Agent may specify in accordance with Clause 14.8
(Changes in Specified Offices);
"Successor" means, in relation to any person, an assignee or successor in title of such
person who, under the applicable law, has assumed the rights and obligations of such
person under this Agreement or to which under such laws the same have been
transferred; and
"Tax" means any present or future taxes, duties, withholdings, deductions, liabilities,
assessments or governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by or on behalf of any Authority having power to tax.
1.2 Meaning of outstanding
For the purposes of this Agreement and the Conditions (but without prejudice to its
status for any other purpose), a Note shall be considered to be "outstanding" unless one
or more of the following events has occurred:
1.2.1 Redeemed or purchased: it has been redeemed in full, or purchased under
Condition 9(i) (Redemption and Purchase - Purchase), and in either case has
been cancelled in accordance with Condition 9(j) (Redemption and Purchase
Cancellation);
1.2.2 Due date: the due date for its redemption in full has occurred and all sums due
in respect of such Note (including all accrued interest) have been received by
the Fiscal Agent and remain available for payment against presentation and
surrender of the relevant Note;
1.2.3 Void: all claims for principal and interest in respect of such Note have become
void under Condition 13 (Prescription); or
1.2.4 Meetings: for the purposes of Schedule 2 (Provisions for Meetings of the
Noteholders) only, it is held by, or by any person for the benefit of, the Issuer.
1.3 Records
Any reference in this Agreement to the records of an ICSD shall be to the records that
each of the ICSDs holds for its customers which reflect the amount of such customers'
interests in the Notes (but excluding any interest in any Notes of one ICSD shown in
the records of another ICSD).
1.4 Clauses and Schedules
Any reference in this Agreement to a Clause or a sub-clause or a Schedule is, unless
otherwise stated, to a clause or a sub-clause hereof or a schedule hereto.
1.5 Principal and interest
In this Agreement, any reference to principal or interest includes any additional
amounts payable in relation thereto under the Conditions.
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1.6 Other agreements
All references in this Agreement to an agreement, instrument or other document
(including the Dealer Agreement, the Deed of Covenant, the Offering Circular or any
part thereof) shall be construed as a reference to that agreement, instrument or other
document as the same may be amended, supplemented, replaced or novated from time
to time. In addition, in the context of any particular Tranche of Notes, each reference
in this Agreement to the Offering Circular shall be construed as a reference to the
Offering Circular as supplemented and/or amended by the relevant Pricing Supplement.
1.7 Legislation
Any reference in this Agreement to any legislation (whether primary legislation or
regulations or other subsidiary legislation made pursuant to primary legislation) shall
be construed as a reference to such statute, provision, statutory instrument, order or
regulation as the same may have been, or may from time to time be, amended or re-
enacted.
1.8 Headings
Headings and sub-headings are for ease of reference only and shall not affect the
construction of this Agreement.
2. APPOINTMENT OF THE AGENTS
2.1 Appointment
The Issuer appoints each of the Agents at their respective Specified Offices as their
agent in relation to the Notes for the purposes specified in this Agreement and in the
Conditions and all matters incidental thereto.
2.2 Acceptance of appointment
Each of the Agents accepts its appointment as agent of the Issuer in relation to the Notes
and shall perform all matters expressed to be performed by it in, and otherwise comply
with, the Conditions and the provisions of this Agreement and shall take all such action
as may be incidental thereto.
2.3 Several Obligations
The obligations of the Agents are several and not joint.
2.4 Issuer's Representations to the Agent
The Issuer hereby represents and warrants to each of the Agents that:
2.4.1 it has the power and authority to sign and to perform its obligations under this
Agreement;
2.4.2 this Agreement is duly authorised and signed and is its legal, valid and binding
obligation;
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2.4.3 any consent, authorisation or instruction required in connection with the
execution and performance of this Agreement has been provided by any relevant
third party;
2.4.4 any act required by any relevant governmental or other authority to be done in
connection with its execution and performance of this Agreement has been or
will be done (and will be renewed if necessary); and
2.4.5 its performance of this Agreement will not violate or breach any applicable law,
regulation, contract or other requirement.
3. THE NOTES
3.1 Global Note Certificates
The Global Note Certificates shall:
3.1.1 Form: be in substantially the form set out in Schedule 9 (Form of Global Note
Certificates) but with such modifications, amendments and additions as the
Relevant Dealer, the Issuer and the Registrar shall have agreed;
3.1.2 Conditions: have the Conditions attached thereto or incorporated by reference
therein;
3.1.3 Pricing Supplement: have the relevant Pricing Supplement attached thereto;
and
3.1.4 Executed and authenticated: be executed by or on behalf of the Issuer or shall
be a duplicate of the relevant Master Global Note Certificate supplied by the
Issuer under Clause 4.2 (Master Global Notes) and, in any case, shall be
authenticated by or on behalf of the Registrar; and
3.1.5 Effectuated: in the case of a Global Note Certificate to be held under the New
Safe Keeping Structure, be effectuated by or on behalf of the Common
Safekeeper.
3.2 Individual Note Certificates
Each Unrestricted Individual Note Certificates shall:
3.2.1 Form: be in substantially the form set out in Schedule 9 (Form of Individual
Note Certificate) but with such modifications, amendments and additions as the
Relevant Dealer, the Issuer and the Registrar shall have agreed;
3.2.2 Serial number: have a unique serial number enfaced thereon;
3.2.3 Conditions: have the Conditions and the relevant Pricing Supplement (or
relevant parts thereof) endorsed thereon, or attached thereto or incorporated by
reference therein; and
3.2.4 Executed and authenticated: be executed manually or in facsimile by or on
behalf of the Issuer and authenticated by or on behalf of the Registrar.
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3.3 Manual signatures
Each Master Global Note Certificate will be signed manually by or on behalf of the
Issuer. A Master Global Note Certificate may be used provided that the person(s) whose
signature(s) appear thereon were/was an authorised signatory/ies at the date of signing
such Master Global Note Certificate notwithstanding that any such person may, for any
reason (including death), have ceased to be such authorised signatory at the time of the
creation and issue of the relevant Tranche or the issue and delivery of the relevant Note.
3.4 Notification
The Issuer shall promptly notify the Fiscal Agent in writing of any change in the names
of the person or persons whose signatures are to be used.
4. ISSUANCE OF NOTES
4.1 Issuance procedure
Unless otherwise agreed, upon the conclusion of any Relevant Agreement, the Issuer
shall, as soon as reasonably practicable but in any event, not later than 5.00 p.m. (Local
time) on the second Local Banking Day prior to the proposed Issue Date:
4.1.1 Confirmation of terms: confirm by email to the Fiscal Agent and Registrar
(copied to the Fiscal Agent), all such information as the Fiscal Agent or the
Registrar may reasonably require to carry out their functions under this
Agreement and in particular, whether customary eurobond or medium term note
settlement and payment procedures will apply to the relevant Tranche or Series,
as the case may be, and (if one or more Master Global Note Certificates are to
be used), such details as are necessary to enable it to complete a duplicate of
each relevant Master Global Note Certificate and (if medium term note
settlement and payment procedures are to apply) the account of the Issuer to
which payment should be made;
4.1.2 Pricing Supplement: deliver a copy, duly executed, of the Pricing Supplement
in relation to the relevant Tranche or Series, as the case may be, to the Fiscal
Agent, or, as the case may be, the Registrar (copied to the Fiscal Agent); and
4.1.3 Global Note Certificates: unless one or more Master Global Note Certificates
are to be used and the Issuer shall have provided such documents to the
Registrar pursuant to Clause 4.2 (Master Global Notes), ensure that there is
delivered to the Registrar an appropriate Global Note Certificate (in
unauthenticated (and, if applicable, uneffectuated) form but executed on behalf
of the Issuer and otherwise complete) in relation to each relevant Tranche.
4.2 Master Global Notes
The Issuer may, at its option, deliver from time to time to the Registrar, a stock of
Master Global Note Certificates.
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4.3 Authentication, effectuation and delivery of Global Notes
Immediately before the issue of any Global Note Certificate, the Registrar (or an agent
on its behalf), shall authenticate it. Following authentication of any Global Note
Certificate, the Registrar shall:
4.3.1 Medium term note settlement procedures: in the case of a Tranche or Series, as
the case may be, of Notes which is not syndicated among two or more Dealers
but which is intended to be cleared through a clearing system, on the Local
Banking Day immediately preceding its Issue Date deliver each relevant Global
Note Certificate to the relevant depositary for Euroclear and/or Clearstream,
Luxembourg (which in the case of a Global Note Certificate to be held under
the NSS shall be a specified Common Safekeeper) or to the relevant depositary
for such other clearing system as shall have been agreed between the Issuer and
the Registrar and:
(a) instruct the clearing systems to whom (or to whose depositary or
Common Safekeeper) each relevant Global Note Certificate has been
delivered, to credit the underlying Notes represented by such Global
Note to the securities account(s) at such clearing systems that have been
notified to the Registrar by the Issuer, on a delivery against payment
basis or, if specifically agreed between them, on a delivery free of
payment basis; and
(b) in the case of a Global Note Certificate to be held under the NSS instruct
the Common Safekeeper to effectuate the Global Note Certificate
(provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal
Agent shall effectuate the Global Note Certificate);
4.3.2 Eurobond settlement procedures: in the case of a Tranche or Series, as the case
may be, of Notes which is syndicated among two or more Dealers, at or about
the time on the Issue Date specified in the Relevant Agreement deliver each
relevant Global Note Certificate to the common depositary or specified
Common Safekeeper of Euroclear or Clearstream, Luxembourg, as the case may
be;
4.3.3 Other settlement procedures: otherwise, at such time, on such date, deliver each
relevant Global Note Certificate to such person and in such place as may have
been agreed between the Issuer and the Fiscal Agent or, as the case may be, the
Registrar (provided that in the case of a Global Note Certificate to be held under
the NSS it must be delivered to a specified Common Safekeeper together with
instructions to the Common Safekeeper to effectuate the Global Note
Certificate).
4.4 Repayment of advance
If the Fiscal Agent should pay an amount (an "advance") to the Issuer in the belief that
a payment has been or will be received from a Dealer, and if such payment is not
received by the Fiscal Agent on the date that the Fiscal Agent pays the Issuer, the Issuer
shall forthwith repay the advance (unless prior to such repayment the payment is
received from the Dealer) and shall pay interest on such amount which shall accrue (as
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well after as before judgment) on the basis of a year of 365 days (366 days in the case
of a leap year) in the case of an advance paid in sterling or 360 days in the case of an
advance paid in any other currency and, in either case, the actual number of days
elapsed from the date of payment of such advance until the earlier of (i) repayment of
the advance or (ii) receipt by the Fiscal Agent of the payment from the Dealer, and at
the rate per annum which is the rate specified by the Fiscal Agent as reflecting its cost
of funds for the time being in relation to the unpaid amount.
4.5 Delivery of Individual Note Certificates
The Issuer shall, in relation to each Tranche of Notes which is represented by a Global
Note Certificate which is due to be exchanged for Individual Note Certificates in
accordance with its terms, ensure that there is delivered to the Registrar not less than
ten Local Banking Days before the relevant Global Note Certificate becomes
exchangeable therefor, the Individual Note Certificates, as the case may be, (in
unauthenticated form but executed by the Issuer and otherwise complete) in relation
thereto. The Registrar, as the case may be, shall authenticate and deliver such Individual
Note Certificates in accordance with the terms hereof and of the relevant Global Note
Certificate.
4.6 Duties of Fiscal Agent, Registrar and Replacement Agent
Each of the Fiscal Agent, Registrar and the Replacement Agent shall hold in safe
custody all unauthenticated Global Note Certificates or Individual Note Certificates
delivered to it in accordance with this Clause 4 and Clause 6 (Replacement Notes) and
shall ensure that they (or, in the case of Master Global Note Certificates, copies thereof)
are authenticated, effectuated (if applicable) and delivered only in accordance with the
terms hereof, of the Conditions and, if applicable, the relevant Note. The Issuer shall
ensure that each of the Fiscal Agent, Registrar and the Replacement Agent holds
sufficient Note Certificates or Coupons to fulfil its respective obligations under this
Clause 4 and Clause 6 (Replacement Notes) and each of the Fiscal Agent, Registrar and
the Replacement Agent undertakes to notify the Issuer if it holds insufficient Notes
Certificates for such purposes.
4.7 Authority to authenticate and effectuate
Each of the Fiscal Agent, the Registrar and the Replacement Agent is authorised by the
Issuer to authenticate and, if applicable, effectuate such Global Note Certificates and
Individual Notes as may be required to be authenticated or, as the case may be,
effectuated hereunder by the signature of any of their respective officers or any other
person duly authorised for the purpose by the Fiscal Agent, Registrar or (as the case
may be) the Replacement Agent.
4.8 Exchange of Global Note Certificate for Individual Note Certificates
If a Global Note Certificate becomes exchangeable for Individual Note Certificates in
accordance with its terms, the Registrar shall authenticate and deliver to each person
designated by a Clearing System an Individual Note Certificate in accordance with the
terms of this Agreement and the Global Note Certificate.
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4.9 Changes in Dealers
The Issuer undertakes to notify the Fiscal Agent and the Registrar of any changes in the
identity of the Dealers appointed generally in respect of the Programme and the Fiscal
Agent agrees to notify the other Agents thereof as soon as reasonably practicable
thereafter.
4.10 Election of Common Safekeeper
The Issuer hereby authorises and instructs the Fiscal Agent to elect Euroclear or
Clearstream, Luxembourg to be Common Safekeeper for each issue of a Global Note
Certificate to be held under the NSS in relation to which one of Euroclear or
Clearstream, Luxembourg must be Common Safekeeper. From time to time, the Issuer
and the Fiscal Agent may agree to vary this election. The Issuer acknowledges that in
connection with the election of either of Euroclear or Clearstream, Luxembourg as
Common Safekeeper any such election is subject to the right of Euroclear or
Clearstream, Luxembourg to jointly determine that the other shall act as Common
Safekeeper in relation to any such issue and agrees that no liability shall attach to the
Fiscal Agent in respect of any such election made by it.
5. TRANSFERS OF NOTES
5.1 Maintenance of the Register
The Registrar shall maintain in relation to the Notes a register (the "Register"), which
shall be kept at its Specified Office in accordance with the Conditions and be made
available by the Registrar to the Issuer and the other Agents for inspection and for the
taking of copies or extracts therefrom at all reasonable times during normal business
hours. The Register shall show the aggregate principal amount, serial numbers and
dates of issue of Note Certificates, the names and addresses of the initial Holders thereof
and the dates of all transfers to, and the names and addresses of, all subsequent Holders
thereof, all cancellations of Note Certificates and all replacements of Note Certificates
and, in the case of each Series of Notes represented on issue by one or more Global
Note Certificates, the aggregate principal amount from time to time of Notes
represented by each such Global Note Certificate.
5.2 Registration of Transfers in the Register
The Registrar shall receive requests for the transfer of Notes in accordance with the
Conditions and the Regulations and shall make the necessary entries in the Register.
5.3 Transfer Agent to receive requests for Transfers of Notes
The Transfer Agent shall receive requests for the transfer of Notes in accordance with
the Conditions and the Regulations and assist, if required, in the issue of new Note
Certificates to give effect to such transfers and, in particular, upon any such request
being duly made, shall promptly notify the Registrar of:
5.3.1 the aggregate principal amount of the Notes to be transferred;
5.3.2 the name(s) and addresses to be entered on the Register of the Holder(s) of the
new Note Certificates to be issued in order to give effect to such transfer; and
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5.3.3 the place and manner of delivery of the new Note Certificates to be delivered in
respect of such transfer,
and shall forward the Note Certificates relating to the Notes to be transferred (with the
relevant form(s) of transfer duly completed) to the Registrar with such notification.
6. REPLACEMENT NOTES
6.1 Delivery of replacements
Subject to receipt of sufficient Global Note Certificates and Individual Note Certificates
in accordance with Clause 4.6 (Duties of Fiscal Agent, Registrar and Replacement
Agent), the Replacement Agent shall, upon and in accordance with the instructions
(which instructions may, without limitation, include terms as to the payment of
expenses and as to evidence, security and indemnity) of the Issuer but not otherwise,
authenticate (if necessary) and deliver a Global Note Certificate or Individual Note
Certificate as the case may be, as a replacement for any of the same which has been
mutilated or defaced or which has or has been alleged to have been destroyed, stolen or
lost provided, however, that:
6.1.1 Surrender or destruction: no Global Note Certificate or Individual Note
Certificate as the case may be, shall be delivered as a replacement for any of the
same which has been mutilated or defaced otherwise than against surrender of
the same or, in the case of a Global Note Certificate to be held under the NSS,
appropriate confirmation of destruction from the Common Safekeeper; and
6.1.2 Effectuation: any replacement Global Note Certificate to be held under the NSS
shall be delivered to the Common Safekeeper together with instructions to
effectuate it.
The Replacement Agent shall not issue a replacement for any of the same until the
applicant has furnished the Replacement Agent with such evidence and indemnity as
the Issuer and/or the Replacement Agent may reasonably require and has paid such
costs and expenses as may be incurred in connection with such replacement.
6.2 Replacements to be numbered
Each replacement Global Note Certificate or Individual Note Certificate delivered
hereunder shall bear a unique certificate or (as the case may be) serial number.
6.3 Cancellation of mutilated or defaced Notes
The Replacement Agent shall cancel each mutilated or defaced Global Note Certificate
or Individual Note Certificate surrendered to it and in respect of which a replacement
has been delivered.
6.4 Notification
The Replacement Agent shall upon request notify the Issuer and the other Agents of the
delivery by it in accordance herewith of any replacement Global Note Certificate or
Individual Note Certificate specifying the serial number thereof and the certificate or
(as the case may be) serial number (if any and if known) of the Note which it replaces
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and confirming (if such be the case) that the Note which it replaces has been cancelled
and (if such is the case) destroyed in accordance with Clause 6.5 (Destruction).
6.5 Destruction
Unless the Issuer instructs otherwise, the Replacement Agent shall destroy each
mutilated or defaced Global Note Certificate or Individual Note Certificate surrendered
to and cancelled by it and in respect of which a replacement has been delivered and
shall upon request furnish the Issuer with a certificate as to such destruction specifying
the certificate of the Global Note Certificate or Individual Note Certificates, so
destroyed. In the case of a Global Note Certificate to be held under the NSS which has
been destroyed by the Common Safekeeper, the Replacement Agent shall upon request
furnish the Issuer with a copy of the confirmation of destruction received by it from the
Common Safekeeper.
7. PAYMENTS TO THE FISCAL AGENT
7.1 Issuer to pay Fiscal Agent
In order to provide for the payment of principal and interest in respect of the Notes as
the same becomes due and payable, the Issuer shall pay to the Fiscal Agent, on or before
the date on which such payment becomes due, an amount equal to the amount of
principal and/or (as the case may be) interest falling due in respect of the Notes on such
date in same day, freely transferable immediately available, cleared funds.
7.2 Manner and time of payment
Each amount payable by the Issuer under Clause 7.1 (Issuer to pay Fiscal Agent) shall
be paid unconditionally by credit transfer in the currency in which the Notes of the
relevant Series are denominated or, if different, payable and in immediately available,
freely transferable, cleared funds not later than 10.00 a.m. (Local Time) on the relevant
day to such account with such bank as the Fiscal Agent may from time to time by notice
to the Issuer have specified for the purpose or by such other time as Fiscal Agent shall
determine in its absolute discretion and notify to the Issuer. The Issuer shall, before
10.00 a.m. (Local Time) on the second Local Banking Day before the due date of each
payment by it under Clause 7.1 (Issuer to pay Fiscal Agent), procure that the bank
effecting payment for it confirms by tested telex or authenticated SWIFT message to
the Fiscal Agent the payment instructions relating to such payment. If the Fiscal Agent
determines in its absolute discretion that payment in accordance with this Clause 7.2 is
required to be made earlier, it will provide the Issuer with no less than 21 days prior
notice in writing of such requirement.
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7.3 Issuer right to redirect
In the event that the Issuer determines in its sole discretion that any deduction or
withholding for or on account of any Tax will be required by Applicable Law in
connection with any payment due to any of the Paying Agents on any Notes, then the
Issuer will be entitled to redirect or reorganise any such payment in any way that it sees
fit in order that the payment may be made without such deduction or withholding
provided that, any such redirected or reorganised payment is made through a recognised
institution of international standing and otherwise made in accordance with this
Agreement. The Issuer will promptly notify the Paying Agents of any such redirection
or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or
withholding which is deemed to be required by Applicable Law for the purposes of this
Clause 7.3 (Issuer right to redirect).
7.4 Exclusion of liens and interest
Each Agent shall be entitled to deal with any amount paid to it in the same manner as
other amounts paid to it as a banker by its customers provided, however, that:
7.4.1 Liens: it shall not exercise against the Issuer any lien, right of set-off or similar
claim in respect thereof; and
7.4.2 Interest: it shall not be liable to any person for interest thereon.
No monies held by any Agent need be segregated except as required by law. Each Agent
holds all money as banker and not as trustee and as a result such money will not be held
in accordance with the Client Money Rules.
7.5 Application by Fiscal Agent
The Fiscal Agent shall apply each amount paid to it hereunder in accordance with
Clause 8 (Payments to Noteholders) and shall not be obliged to repay any such amount
unless the claim for the relevant payment becomes void under Condition 13
(Prescription) or otherwise ceases in accordance with the Conditions, in which event it
shall refund at the written request of the Issuer such portion of such amount as relates
to such payment by paying the same by credit transfer to such account with such bank
as the Issuer has by notice to the Fiscal Agent specified for the purpose.
7.6 Failure to confirm payment instructions
If the Fiscal Agent has not by 10.00 a.m. (Local Time) on the due date of any payment
received the full amount payable under Clause 7.1 (Issuer to pay Fiscal Agent), it shall
as soon as reasonably practicable notify the Issuer and the Paying Agents thereof. If the
Fiscal Agent subsequently receives such payment of the amount due, it shall as soon as
reasonably practicable notify the Issuer and the Paying Agents thereof.
8. PAYMENTS TO NOTEHOLDERS
8.1 Payments by Paying Agents
Each Paying Agent acting through its respective Specified Office shall make payments
of interest or, as the case may be, principal in respect of Notes in accordance with the
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Conditions applicable thereto (and the terms of the relevant Global Note Certificate)
provided, however, that:
8.1.1 Replacements: if any Global Note Certificate or Individual Note Certificate is
presented or surrendered for payment to any Paying Agent and such Paying
Agent has delivered a replacement therefor or has been notified that the same
has been replaced, such Paying Agent shall as soon as reasonably practicable
notify the Issuer of such presentation or surrender and shall not make payment
against the same until it is so instructed by the Issuer and has received the
amount to be so paid;
8.1.2 No obligation: a Paying Agent shall not be obliged (but shall be entitled) to
make payments of principal or interest in respect of the Notes, if:
(a) in the case of the Fiscal Agent, it has not received the full amount of any
payment due to it under Clause 7.1 (Issuer to pay Fiscal Agent) in same
day, freely transferable, immediately available, cleared funds; or
(b) in the case of any other Paying Agent
it has been notified in accordance with Clause 7.6 (Failure to confirm
payment instructions) that confirmation of the relevant payment
instructions has not been received, unless it is subsequently notified that
confirmation of such payment instructions has been received
8.1.3 Cancellation: each Paying Agent shall cancel or procure the cancellation of
each Global Note Certificate or Individual Note Certificate against surrender of
which it has made full payment and shall deliver or procure the delivery of each
Global Note Certificate or Individual Note Certificate so cancelled to the
Registrar;
8.1.4 Withholding taxes: notwithstanding any other provision of this Agreement, each
Paying Agent shall be entitled to make a deduction or withholding from any
payment which it makes under this Agreement and the Notes for or on account
of any Tax, if and only to the extent so required by Applicable Law, in which
event such Paying Agent shall make such payment after such deduction or
withholding has been made and shall account to the relevant Authorities within
the time allowed for the amount so withheld or deducted or, at its option, shall
reasonably promptly after making such payment return to the Issuer the amount
so deducted or withheld, in which case, the Issuer shall so account to the
relevant Authority for such amount. For the avoidance of doubt, FATCA
Withholding is a deduction or withholding which is deemed to be required by
Applicable Law for the purposes of this Clause 8.1.4.
8.1.5 Notice of possible withholding under FATCA: The Issuer shall notify each
Paying Agent in the event that it determines that any payment to be made by a
Paying Agent under this Agreement and the Notes is a payment which could be
subject to FATCA Withholding if such payment were made to a recipient that
is generally unable to receive payments free from FATCA Withholding, and the
extent to which the relevant payment is so treated, provided, however, that the
Issuer's obligation under this sub-clause 8.1.5 shall apply only to the extent that
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such payments are so treated by virtue of characteristics of the Issuer, this
Agreement, the Notes or all three. The Issuer, as a sovereign state, has a non-
reporting FATCA status at the time of signing of this Agreement, therefore the
Issuer and its representative in connection with this Agreement and the Notes
do not and will not collect information on the identity or taxation position of
Noteholders.
8.2 Exclusion of liens and commissions
No Paying Agent shall exercise any lien, right of set-off or similar claim against any
person to whom it makes any payment under Clause 8.1 (Payments by Paying Agents)
in respect thereof, nor shall any commission or expense be charged by it to any such
person in respect thereof.
8.3 Reimbursement by Fiscal Agent
If a Paying Agent other than the Fiscal Agent makes any payment in accordance with
Clause 8.1 (Payments by Paying Agents):
8.3.1 Notification: it shall notify the Fiscal Agent and, in the case of a Global Note
Certificate or an Individual Note Certificate, the Registrar of the amount so paid
by it, the certificate or serial number (if any) of the Global Note Certificate or
Individual Note Certificate against presentation or surrender of which payment
of principal or interest was made; and
8.3.2 Payment: subject to and to the extent of compliance by the Issuer with
Clause 7.1 (Issuer to pay Fiscal Agent) (whether or not at the due time), the
Fiscal Agent shall pay to such Paying Agent out of the funds received by it
under Clause 7.1 (Issuer to pay Fiscal Agent), by credit transfer in immediately
available, freely transferable, immediately available, cleared funds to such
account with such bank as such Paying Agent may by notice to the Fiscal Agent
have specified for the purpose, an amount equal to the amount so paid by such
Paying Agent.
8.4 Appropriation by Fiscal Agent
If the Fiscal Agent makes any payment in accordance with Clause 8.1 (Payments by
Paying Agents), it shall be entitled to appropriate for its own account out of the funds
received by it under Clause 7.1 (Issuer to pay Fiscal Agent) an amount equal to the
amount so paid by it.
8.5 Reimbursement by Issuer
Subject to sub-clauses 8.1.1 and 8.1.2 (Payments by Paying Agents) if any Paying
Agent makes a payment in respect of Notes at a time at which the Fiscal Agent has not
received the full amount of the relevant payment due to it under Clause 7.1 (Issuer to
pay Fiscal Agent), and the Fiscal Agent is not able out of the funds received by it under
Clause 7.1 (Issuer to pay Fiscal Agent) to reimburse such Paying Agent therefor
(whether by payment under Clause 8.3 (Reimbursement by the Fiscal Agent) or
appropriation under Clause 8.4 (Appropriation by the Fiscal Agent)), the Issuer shall
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from time to time on demand pay to the Fiscal Agent for the account of such Paying
Agent:
8.5.1 Unfunded amount: the amount so paid out by such Paying Agent and not so
reimbursed to it; and
8.5.2 Funding cost: interest on such amount from the date on which such Paying
Agent made such payment until the date of reimbursement of such amount;
provided, however, that any payment made under sub-clause 8.5 ((Reimbursement by
Issuer - Unfunded amount) shall satisfy pro tanto the Issuer's obligations under
Clause 7.1 (Issuer to pay Fiscal Agent).
8.6 Interest
Interest shall accrue for the purpose of sub-clause 8.5.2 ((Reimbursement by Issuer -
Funding cost) (as well after as before judgment) on the basis of a year of 365 days (366
days in the case of a leap year) in the case of an amount paid in sterling or 360 days in
the case of an amount paid in any other currency and, in either case, the actual number
of days elapsed and at the rate per annum which is the aggregate of one per cent. per
annum and the rate per annum specified by the Fiscal Agent as reflecting its cost of
funds for the time being in relation to the unpaid amount.
8.7 Partial payments
If at any time and for any reason a Paying Agent makes a partial payment in respect of
any Global Note Certificate or Individual Note Certificate presented or surrendered for
payment to or to the order of that Paying Agent, such Paying Agent shall:
8.7.1 Endorsement: in the case of a Global Note Certificate or Individual Note
Certificate endorse thereon a statement indicating the amount and date of such
payment; and
8.7.2 ICSDs' records: in the case of a Global Note Certificate to hold under the NSS,
instruct Euroclear or Clearstream, Luxembourg (in accordance with the
provisions of Schedule 1 (Duties under the Issuer-ICSDs Agreement)) to make
appropriate entries in their respective records to reflect such partial payments.
9. MISCELLANEOUS DUTIES OF THE AGENTS
9.1 Records
The Registrar shall:
9.1.1 Records: maintain records of all documents received by it in connection with
its duties hereunder and shall make such records available for inspection at all
reasonable times by the Issuer and the other Agents and, in particular, the
Registrar shall separately in respect of each Series of Notes, maintain a record
of, all Note Certificates delivered hereunder and of their redemption, payment,
exchange, cancellation, mutilation, defacement, alleged destruction, theft or
loss or replacement;
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9.1.2 Certifications: separately in respect of each Series of Notes, maintain a record
of all certifications received by it in accordance with Clause 9.3 (Cancellation);
and
9.1.3 Inspection: make such records available for inspection at all reasonable times
during normal business hours by the Issuer and the other Agents, each stock
exchange (if any) on which the Notes are then listed and each relevant clearing
system.
9.2 Information from Paying Agents
The Paying Agents shall make available to the Fiscal Agent and the Registrar such
information as may reasonably be required for:
9.2.1 the maintenance of the records referred to in Clause 9.1 (Records); and
9.2.2 the Fiscal Agent and the Registrar to perform the duties set out in Schedule 1
(Duties under the Issuer-ICSDs Agreement).
9.3 Cancellation
If the Issuer purchases any Notes that are to be cancelled in accordance with the
Conditions, the Issuer shall immediately notify the Registrar of the principal amount of
those Notes it has purchased, procure their cancellation and send them (if represented
by and Individual Note Certificate) to the Fiscal Agent.
If the Issuer purchases any of its Notes for cancellation by the Fiscal Agent, the Issuer
shall provide the Fiscal Agent instructions in the form agreed to by the Fiscal Agent
confirming the details of the Notes to be purchased. The Issuer shall provide the
instructions to the Fiscal Agent no later than two (2) Business Days prior to the date on
which the Notes are intended to be purchased and cancelled. Once the Notes have been
received by the Fiscal Agent, it will request the immediate cancellation of the Notes.
9.4 Notes Certificates in issue
As soon as reasonably practicable (and in any event within three months) after each
date on which Notes fall due for redemption, the Registrar shall upon request notify the
Issuer of the serial numbers and principal amount of any Note Certificates against
surrender of which payment has been made and of the serial numbers and principal
amount of any Note Certificates (and the names and addresses of the Holders thereof)
which have not yet been surrendered for payment.
9.5 Destruction
The Registrar:
9.5.1 Cancelled Notes: may destroy each Global Note Certificate or Individual Note
Certificate cancelled by it (or cancelled by another Paying Agent or
Replacement Agent and delivered to it) in accordance with Clause 6.3
(Cancellation of mutilated or defaced Notes) or sub-clause 8.1.3 (Payments by
Paying Agents - Cancellation) or Clause 9.3 (Cancellation), in which case it
shall upon request furnish the Issuer with a certificate as to such destruction
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distinguishing between the Notes of each Series and specifying the certificate
or serial numbers of the Global Note Certificate and Individual Note Certificates
in numerical sequence so destroyed;
9.5.2 Destruction by Common Safekeeper: may instruct the Common Safekeeper to
destroy each Global Note Certificate to be held under the NSS in accordance
with Clause 8.1 (Payments by Paying Agents) in which case, upon receipt of
confirmation of destruction from the Common Safekeeper, the Fiscal Agent
shall upon request, furnish the Issuer with a copy of such confirmation; and
9.5.3 Notes electronically delivered to the Common Safekeeper: where it has
delivered any authenticated Global Note Certificate to a Common Safekeeper
for effectuation using electronic means, is authorised and instructed to destroy
the authenticated Global Note Certificate retained by it following its receipt of
confirmation from the Common Safekeeper that the relevant Global Note
Certificate has been effectuated.
9.6 Forms of Proxy and Block Voting Instructions
The Registrar (or such other agent or tabulation agent appointed by the Issuer for such
purposes) shall, at the request of the Holder of any Registered Note held in a clearing
system, issue Forms of Proxy and Block Voting Instructions in a form and manner
which comply with the provisions of Schedule 2 (Provisions for Meetings of
Noteholders) (except that it shall not be required to issue the same less than forty-eight
hours before the time fixed for any Meeting therein provided for and shall perform and
comply with the provisions of Schedule 2 (Provisions for Meetings of Noteholders).
The Registrar (or such other agent as applicable) shall keep a full record of Forms of
Proxy and Block Voting Instructions issued by it and will give to the Issuer not less
than twenty-four hours before the time appointed for any Meeting or adjourned Meeting
full particulars of all Forms of Proxy and Block Voting Instructions issued by it in
respect of such meeting or adjourned Meeting.
9.7 Provision of documents
9.7.1 The Issuer or, in relation to sub-clause (b) (Documents for inspection) below,
shall provide to the Fiscal Agent (for distribution among the Paying Agents)
and the Registrar:
(a) Specimens: at the same time as it is required to deliver any Definitive
Notes pursuant to Clause 4.5 (Delivery of Definitive Notes or Individual
Note Certificates), specimens of such Notes;
(b) Documents for inspection: sufficient copies of all documents required
to be available for inspection as provided in the Offering Circular or, in
relation to any Notes, the Conditions; and
9.7.2 The Registrar shall provide the Fiscal Agent with all such information as the
Fiscal Agent may reasonably require in order to perform the obligations set out
in Clause 9.10 (Notifications and Filings) hereof.
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9.8 Documents available for inspection
Each of the Paying Agents and the Registrar shall make available for inspection or
collection during normal business hours by a Noteholder upon request at all reasonable
times at its Specified Office such documents as may be specified as so available at the
specified office of such agent in the Offering Circular or, in relation to any Notes, the
Conditions, or as may be required by any listing authority, stock exchange and/or
quotation system by which any Notes may from time to time be admitted to listing,
trading and/or quotation. The same documents may be provided by email to a
Noteholder following their prior written request to the relevant Agent and provision of
proof of holding and identity (in a form satisfactory to the relevant Agent).
9.9 Forwarding of notices
The Fiscal Agent or as the case may be, the Registrar shall promptly notify the Issuer
of any notice delivered to it declaring any Note due and payable by reason of an Event
of Default or requiring any breach of any provision of this Agreement or the Conditions
applicable to any Tranche of Notes to be remedied.
9.10 Notifications and filings
The Fiscal Agent shall (on behalf of the Issuer) make all necessary notifications and
filings as may be required from time to time in relation to the issue, purchase and
redemption of Notes by all applicable laws, regulations and guidelines and, in particular
but without limitation, those promulgated by, Japanese governmental or regulatory
authorities, in the case of Notes denominated in Japanese Yen and the Bank of England,
in the case of Notes denominated as Sterling. Save as aforesaid, the Issuer shall be
solely responsible for ensuring that each Note to be issued or other transactions to be
effected hereunder shall comply with all applicable laws and regulations of any
governmental or other regulatory authority and that all necessary consents and
approvals of, notifications to and registrations and filings with, any such authority in
connection therewith are effected, obtained and maintained in full force and effect.
9.11 Publication of notices
The Fiscal Agent, or as the case may be, the Registrar shall, upon and in accordance
with the instructions of the Issuer but not otherwise, arrange for the publication in
accordance with the Conditions of any notice which is to be given to the Holders of any
Notes and shall supply a copy thereof to each other Agent.
9.12 Issuer-ICSDs Agreement
The Fiscal Agent and Registrar shall comply with the provisions set out in Schedule 1
(Duties under the Issuer-ICSDs Agreement).
10. EARLY REDEMPTION AND EXERCISE OF OPTIONS
10.1 Exercise of call or other option
If the Issuer intends (other than consequent upon an Event of Default) to redeem all or
any of the Notes prior to their stated maturity date or to exercise any other option under
the Conditions, it shall, not less than 5 business days prior to the latest date for the
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publication of the notice of redemption or of exercise of such option required to be
given to the Holders of any Notes, give notice of such intention to the Fiscal Agent and
the Registrar stating the date on which such Notes are to be redeemed or such option is
to be exercised.
10.2 Exercise of put option
Each Paying Agent shall make available to Noteholders during the period specified in
Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option
Notices forms of Put Option Notice upon request during usual business hours at its
Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option
Notice (and the Individual Note Certificates in the case of a Put Option relating to
Individual Note Certificates) in accordance with Condition 9(e) (Redemption at the
option of Noteholders) such Paying Agent shall notify the Issuer and (in the case of a
Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the
certificate or serial numbers (if any) and principal amount of the Notes in respect of
which the Put Option, is exercised. Any such Paying Agent with which an Individual
Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the
depositing Noteholder and shall hold such Individual Note Certificate on behalf of the
depositing Noteholder (but shall not, save as provided below or in the Conditions,
release it) until the Optional Redemption Date (Put), when it shall present such
Individual Note Certificate to itself for payment of the redemption moneys therefor and
interest (if any) accrued to such date in accordance with the Conditions and Clause 8
(Payments to Noteholders) and pay such amounts in accordance with the directions of
the Noteholder contained in the Put Option Notice; provided, however, that if, prior to
the Optional Redemption Date (Put), such Notes evidenced by such Individual Note
Certificate become immediately due and payable or upon due presentation of such
Individual Note Certificate payment of such redemption moneys is improperly withheld
or refused, the relevant Paying Agent shall mail notification thereof to the depositing
Noteholder at such address as may have been given by such Noteholder in the relevant
Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its
Specified Office for collection by the depositing Noteholder against surrender of the
relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such
Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address
as may have been given by such Noteholder in the relevant Put Option Notice. While
Notes are held in global form the Paying Agent shall be notified of the exercise of the
put option contained in Condition 9(e) (Redemption at the option of Noteholders),
within the period specified in the Conditions for the deposit of the relevant Note, in
accordance with the applicable rules and regulations of Euroclear, Clearstream,
Luxembourg and/or any other relevant clearing system as the case may be. Any Paying
Agent so notified shall make payment of the relevant redemption moneys and interest
accrued to the Optional Redemption Date (Put) in accordance with the Conditions,
Clause 8 (Payments to Noteholders) and the terms of the Global Note Certificate, as the
case may be.
10.3 Details of exercise
At the end of any applicable period for the exercise of such option or, as the case may
be, not later than 3 days after the latest date for the exercise of such option in relation
to a particular date, each Paying Agent shall promptly notify the Registrar of the
principal amount of the Notes in respect of which such option has been exercised with
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it together with their certificate or, as the case may be, serial numbers and the Registrar
shall promptly notify such details to the Issuer.
11. APPOINTMENT AND DUTIES OF THE CALCULATION AGENT
11.1 Appointment
The Issuer appoints the Fiscal Agent at its specified office as Calculation Agent in
relation to each Series of Floating Rate Notes in respect of which it is named as such in
the relevant Pricing Supplement for the purposes specified in this Agreement and in the
Conditions.
11.2 Acceptance of appointment
The Fiscal Agent accepts its appointment as Calculation Agent in relation to each Series
of Floating Rate Notes in respect of which it agrees to be named as such in the relevant
Pricing Supplement and shall perform all matters expressed to be performed by it in,
and otherwise comply with, the Conditions and the provisions of this Agreement. The
Fiscal Agent acknowledges and agrees that it shall be named in the relevant Pricing
Supplement as Calculation Agent in respect of each Series of Floating Rate Notes
unless the Dealer (or one of the Dealers) through whom such Notes are issued has
agreed with the Issuer to act as Calculation Agent or the Issuer otherwise agrees to
appoint another institution as Calculation Agent.
11.3 Calculations and determinations
The Calculation Agent shall in respect of each Series of Notes in relation to which it is
appointed as such:
11.3.1 Determinations: obtain such quotes and rates and/or make such determinations,
calculations, adjustments, notifications and publications as may be required to
be made by it by the Conditions at the times and otherwise in accordance with
the Conditions; and
11.3.2 Records: maintain a record of all quotations obtained by it and of all amounts,
rates and other items determined or calculated by it and make such records
available for inspection at all reasonable times during normal business hours by
the Issuer and the Agents.
Notwithstanding anything included in the Offering Circular, ISDA Definitions,
Conditions or any applicable Pricing Supplement or any other transaction document
(the "Transaction Documents"), the Issuer agrees that the Fiscal Agent, the
Calculation Agent or Citibank, N.A., London Branch will have no obligation to exercise
any discretion (including, but not limited to, determinations of alternative or substitute
benchmarks, successor reference rates, screen pages, interest adjustment
factors/fractions or spreads, market disruptions, benchmark amendment conforming
changes, selection and polling of reference banks) and to the extent the Transaction
Documents for any series of Notes requires the Fiscal Agent, the Calculation Agent or
Citibank, N.A., London Branch to exercise any such discretions and/or make such
determinations, such references shall be construed as the Issuer or its financial advisor
or alternate agent appointed by the Issuer exercising or procuring the exercise of such
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discretions and/or determinations and/or actions and not the Fiscal Agent, the
Calculation Agent or Citibank, N.A., London Branch and any such discretion shall
instead (unless an alternative method for determination is specified by any entity other
than the Fiscal Agent, Calculation Agent or Citibank, N.A., London Branch in the
Conditions) be exercised by the Issuer (following consultation with any such
independent advisers as it deems necessary).
11.4 Notifications to the Issuer
Notwithstanding any other provisions of Condition 7 in the Offering Circular, if in the
Calculation Agent’s opinion there is any uncertainty between two or more alternative
courses of action in making any determination or calculation under Condition 7 in the
Offering Circular, the Calculation Agent shall promptly notify the Issuer thereof and
the Issuer shall direct the Calculation Agent in writing as to which alternative course of
action to adopt. If the Calculation Agent is not promptly provided with such direction,
or is otherwise unable to make such calculation or determinations for any reason, it
shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to
make such calculation or determination and shall not incur any liability for not doing
so.
11.5 Amendments to the Benchmark
The Fiscal Agent and the Agents shall not be obliged to effect any Benchmark
Amendment if in the sole opinion of the relevant Agent doing so would impose more
onerous obligations upon it or expose it to any additional duties, responsibilities or
liabilities or reduce or amend the protective provisions afforded to the relevant Agent
in the Conditions and/or this Agreement in any way.
12. FEES AND EXPENSES
12.1 Fees
The Issuer shall pay to the Agents such fees as may have been agreed between the Issuer
and the Fiscal Agent and recorded in a letter dated 12 September 2023 from the Fiscal
Agent to the Issuer in respect of the services of the Agents hereunder (plus any
applicable value added tax).
12.2 Front-end expenses
The Issuer shall on demand reimburse the Fiscal Agent and each other Agent for all
properly incurred expenses (including, without limitation, legal fees and any
publication, advertising, communication, courier, postage and other out-of-pocket
expenses) incurred in connection with its services hereunder (plus any applicable value
added tax), other than such costs and expenses as are separately agreed to be reimbursed
out of the fees payable under Clause 12.1 (Fees). The expenses referred to in the
previous sentence shall include any costs or charges incurred by the relevant Agent in
carrying out instructions to clear and/or settle transfers of securities under this
Agreement (including cash penalty charges that may be incurred under Article 7 of the
Central Securities Depositaries Regulation (EU) No 909/2014 if a settlement fail occurs
due to the Issuer's failure to deliver any required securities or cash or other action or
omission by the Issuer).
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12.3 Taxes
The Issuer shall pay all stamp, registration and other taxes and duties (including any
interest and penalties thereon or in connection therewith) which may be payable upon
or in connection with the execution and delivery of this Agreement and any letters of
appointment under which any Agent is appointed as agent hereunder, and the Issuer
shall indemnify each Agent on demand against any claim, demand, action, liability,
damages, cost, loss or expense (including, without limitation, legal fees and any
applicable value added tax) which it may incur or which may be made against it as a
result or arising out of or in relation to any failure to pay or delay in paying any of the
same. All payments by the Issuer under this Clause 12.3 or Clause 13.3 (Indemnity in
favour of the Agents) shall be made free and clear of, and without withholding or
deduction for, any taxes, duties, assessments or governmental charges of whatsoever
nature imposed, levied, collected, withheld or assessed by the Republic of Estonia or
any political subdivision or any authority thereof or therein having power to tax, unless
such withholding or deduction is required by law. In that event, the Issuer shall pay
such additional amounts as will result in the receipt by the relevant Agent of such
amounts as would have been received by it if no such withholding or deduction had
been required.
13. TERMS OF APPOINTMENT
13.1 Rights and Powers
Each of the Paying Agents, the Registrar, the Transfer Agents, the Replacement Agents
and (in the case of sub-clauses 13.1.4 (Rights and Powers - Genuine documents), 13.1.6
(Lawyers) and 13.1.7 (Rights and Powers - Expense or liability) each Calculation
Agent) may, in connection with its services hereunder:
13.1.1 Absolute owner: except as ordered by a court of competent jurisdiction or as
required by law and notwithstanding any notice of ownership, trust or any other
interest therein, any writing thereon or any notice of any previous loss or theft
thereof, but subject to sub-clause 8.1.1 (Payments by Paying Agents -
Replacements), treat the Holder of any Note as the absolute owner thereof and
make payments thereon accordingly;
13.1.2 Correct terms: assume that the terms of each Global Note Certificate or
Individual Note Certificate as issued are correct;
13.1.3 Determination by Issuer: refer any question relating to the ownership of any
Global Note Certificate or Individual Note Certificate or the adequacy or
sufficiency of any evidence supplied in connection with the replacement of any
of the same to the Issuer for determination by the Issuer and rely upon any
determination so made;
13.1.4 Genuine documents: rely upon and shall be protected against liability for acting
on the terms of any notice, communication or other document believed by it
(acting in good faith) to be genuine from the proper party and shall be entitled
to refrain from acting, without liability, if conflicting, unclear or equivocal
instructions have been received or in order to comply with any Applicable Law;
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13.1.5 Other transactions: Any of the Agents, their officers, directors or employees
may become the owner of, or acquire any interest in, Notes with the same rights
that it or he would have if the Paying Agent concerned were not appointed under
this Agreement, and may engage or be interested in any financial or other
transaction with the Issuer, and may act on, or as depositary, trustee or agent
for, any committee or body of holders of Notes or other obligations of the Issuer,
as freely as if the Paying Agent were not appointed under this Agreement.
13.1.6 Lawyers: engage and pay (at the expense of the Issuer) for the advice or services
of any lawyers or other experts whose advice or services it considers necessary
and rely upon any advice so obtained (and such Paying Agent, Registrar,
Transfer Agent, Replacement Agent or, as the case may be, such Calculation
Agent shall be protected and shall incur no liability as against the Issuer in
respect of any action taken, or suffered to be taken, in accordance with such
advice and in good faith); and
13.1.7 Expense or liability: treat itself as being released from any obligation to take
any action hereunder which it reasonably expects will result in any expense or
liability to it, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it.
13.2 Extent of Duties
Each Agent shall only be obliged to perform such duties and only such duties as set out
herein and shall have no implied duties or obligations. No Agent shall:
13.2.1 Fiduciary duty: be under any fiduciary duty or other obligation towards or have
any relationship of agency or trust for or with any person other than the Issuer;
or
13.2.2 Enforceability of any Notes: be responsible for or liable in respect of the
legality, validity or enforceability of any Global Note Certificate or Individual
Note Certificate or any act or omission of any other person (including, without
limitation, any other Agent).
13.3 Indemnity in favour of the Agents
The Issuer shall indemnify each Agent against any claim, demand, action, liability,
damages, cost, loss (excluding lost profits) or expense (including, without limitation,
properly incurred legal fees and any applicable value added tax) which it incurs, other
than such costs and expenses as are separately agreed to be reimbursed out of the fees
payable under Clause 12.1 (Fees) and otherwise than by reason of its own gross
negligence, wilful misconduct or wilful default or fraud, as a result or arising out of or
in relation to its acting as the agent of the Issuer in relation to the Notes. The indemnity
contained in this Clause 13.3 shall survive the termination or expiry of this Agreement.
13.4 Indemnity in favour of the Issuer
Each Agent shall severally indemnify the Issuer against any claim, demand, action,
liability, damages, cost, loss or expense (including, without limitation, legal fees
properly incurred and any applicable value added tax) which it properly incurs as a
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result of the gross negligence or wilful default or fraud of such Agent or of its officers,
directors or employees. Except in the case of gross negligence, wilful misconduct or
wilful default or fraud, no Agent shall be liable either for any act or omission under this
Agreement, or if any Note shall be lost, stolen, destroyed or damaged. Notwithstanding
the foregoing, under no circumstances will the Agents be liable to the Issuer or any
other party to this Agreement for any consequential loss (including, without limitation,
loss of business, goodwill, opportunity or profit) or any special or punitive damages of
any kind whatsoever; in each case however caused or arising and whether or not
foreseeable, even if advised of the possibility of such loss or damage. This indemnity
shall survive the termination or expiry of the Agreement.
13.5 Mutual undertaking regarding information reporting and collection obligations
Each Party shall, within [ten] business days of a written request by another Party, supply
to that other Party such forms, documentation and other information relating to it, its
operations, or the Notes as that other Party reasonably requests for the purposes of that
other Party's compliance with Applicable Law and shall notify the relevant other Party
reasonably promptly in the event that it becomes aware that any of the forms,
documentation or other information provided by such Party is (or becomes) inaccurate
in any material respect; provided, however, that no Party shall be required to provide
any forms, documentation or other information pursuant to this Clause 13.5 (Mutual
undertaking regarding information reporting and collection obligations) to the extent
that: (i) any such form, documentation or other information (or the information required
to be provided on such form or documentation) is not reasonably available to such Party
and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would
or might in the reasonable opinion of such Party constitute a breach of any: (a)
Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this
Clause 13.5 (Mutual undertaking regarding information reporting and collection
obligations), “Applicable Law” shall be deemed to include (i) any rule or practice of
any Authority by which any Party is bound or with which it is accustomed to comply;
(ii) any agreement between any Authorities; and (iii) any agreement between any
Authority and any Party that is customarily entered into by institutions of a similar
nature.
13.6 Illegality disclaimer
Notwithstanding anything else herein contained, each Agent may refrain without
liability from doing anything that would or might in its opinion be contrary to any law
of any state or jurisdiction (including but not limited to, the European Union, the United
States of America or, in each case, any jurisdiction forming a part of it and England &
Wales) or any directive or regulation of any agency of any such state or jurisdiction and
may without liability do anything which is, in its opinion, necessary to comply with any
such law, directive or regulation.
14. CHANGES IN AGENTS
14.1 Resignation
Any Agent may resign its appointment as the agent of the Issuer hereunder and/or in
relation to any Series of Notes upon the expiration of not less than 30 days' notice to
that effect by such Agent to the Issuer (with a copy, in the case of an Agent other than
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the Fiscal Agent, to the Fiscal Agent and in the case of an Agent other than the
Registrar, to the Registrar) provided, however, that:
14.1.1 Payment date: if in relation to any Series of Notes any such resignation which
would otherwise take effect less than 30 days before or after the maturity date
or other date for redemption of such Series or any interest or other payment date
in relation to any such Series it shall not take effect, in relation to such Series
only, until the thirtieth day following such date; and
14.1.2 Successors: in respect of any Series of Notes, in the case of the Fiscal Agent,
the Registrar, the Calculation Agent or the Required Agent, such resignation
shall not be effective until a successor thereto has been appointed by the Issuer
as its agent in relation to such Series of Notes in accordance with Clause 14.4
(Additional and successor agents) or in accordance with Clause 14.5 (Agents
may appoint successors) and notice of such appointment has been given in
accordance with the Conditions.
14.2 Revocation
The Issuer may revoke its appointment of any Agent as its agent hereunder and/or in
relation to any Series of Notes by not less than thirty days' notice to that effect to such
Agent (with a copy, in the case of an Agent other than the Fiscal Agent, to the Fiscal
Agent and in the case of an Agent other than the Registrar, to the Registrar) provided,
however, that in respect of any Series of Notes, in the case of the Fiscal Agent, the
Registrar, the Calculation Agent or any Required Agent, such revocation shall not be
effective until a successor thereto has been appointed by the Issuer as its agent in
relation to such Series of Notes and notice of such appointment has been given in
accordance with the Conditions.
14.3 Automatic termination
The appointment of any Agent shall terminate forthwith if:
14.3.1 Incapacity: such Agent becomes incapable of acting;
14.3.2 Receiver: a secured party takes possession, or a receiver, manager or other
similar officer is appointed, of the whole or any part of the undertaking, assets
and revenues of such Agent;
14.3.3 Insolvency: such Agent admits in writing its insolvency or inability to pay its
debts as they fall due;
14.3.4 Liquidator: an administrator or liquidator of such Agent or the whole or any
part of the undertaking, assets and revenues of such Agent is appointed (or
application for any such appointment is made);
14.3.5 Composition: such Agent takes any action for a readjustment or deferment of
any of its obligations or makes a general assignment or an arrangement or
composition with or for the benefit of its creditors or declares a moratorium in
respect of any of its indebtedness;
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14.3.6 Winding-up: an order is made or an effective resolution is passed for the
winding-up of such Agent; or
14.3.7 Analogous event: any event occurs which has an analogous effect to any of the
foregoing.
If the appointment of the Fiscal Agent, Paying Agent, Transfer Agent, Registrar,
Calculation Agent or any Required Agent is terminated in accordance with this
Clause 14.3, the Issuer shall forthwith appoint a successor in accordance with
Clause 14.4 (Additional and successor agents).
14.4 Additional and successor agents
The Issuer may appoint a successor fiscal agent, registrar or calculation agent and
additional or successor paying agents and transfer agents (any such successor or
additional agent shall be a reputable and experienced financial institution that complies
with the eligibility requirements of the clearing systems) and shall forthwith give notice
of any such appointment to the continuing Agents and the Noteholders, whereupon the
Issuer, the continuing Agents, and the additional or successor fiscal agent, registrar,
calculation agent, paying agent, transfer agent or paying agent shall acquire and become
subject to the same rights and obligations between themselves as if they had entered
into an agreement in the form mutatis mutandis of this Agreement.
14.5 Agents may appoint successors
If the Fiscal Agent, Paying Agent, Transfer Agent, Registrar, Calculation Agent or any
Required Agent gives notice of its resignation in accordance with Clause 14.1
(Resignation) and by the tenth day before the expiry of such notice a successor has not
been duly appointed in accordance with Clause 14.4 (Additional and successor agents),
the Fiscal Agent or (as the case may be), Registrar, Calculation Agent or Required
Agent may itself, following such consultation with the Issuer as is practicable in the
circumstances, appoint as its successor any reputable and experienced financial
institution of good standing and give notice of such appointment to the Issuer and the
remaining Agents, whereupon the Issuer, the remaining Agents and such successor
shall acquire and become subject to the same rights and obligations between themselves
as if they had entered into an agreement in the form mutatis mutandis of this Agreement.
14.6 Release
Upon any resignation or revocation taking effect under Clause 14.1 (Resignation) or
14.2 (Revocation) or any termination taking effect under Clause 14.3 (Automatic
termination), the relevant Agent shall:
14.6.1 Discharge: be released and discharged from its obligations under this
Agreement (save that it shall remain entitled to the benefit of and subject to
Clause 12.3 (Taxes), Clause 13 (Terms of Appointment) and Clause 14
(Changes in Agents));
14.6.2 Fiscal Agent's records: in the case of the Fiscal Agent, deliver to the Issuer and
to its successor a copy, certified as true and up-to-date by an officer or
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authorised signatory of the Fiscal Agent, of the records maintained by it in
accordance with Clause 9.1 (Records); [and]
14.6.3 Calculation Agent's records: in the case of any Calculation Agent, deliver to
the Issuer and its successor a copy, certified as true and up-to-date by an officer
or authorised signatory of such Calculation Agent, of the records maintained by
it in accordance with Clause 11 (Appointment and Duties of the Calculation
Agent); [and]
14.6.4 Registrar's records: in the case of the Registrar, deliver to the Issuer and its
successor a copy, certified as true and up-to-date by an officer or authorised
signatory of the Registrar, of the records maintained by it in accordance with
Clause 5.1 (Maintenance of the Register); [and]
14.6.5 Moneys and papers: as soon as reasonably practicable (upon payment to it of
any amount due to it in accordance with Clause 12 (Fees and Expenses) [or
Clause 13.4 (Indemnity in favour of the Agents)] transfer all moneys and papers
(including any unissued Notes held by it hereunder and any documents held by
it pursuant to Clause 9.8 (Documents available for inspection)) to its successor
and, upon appropriate notice, provide reasonable assistance to its successor for
the discharge of its duties and responsibilities hereunder.
14.7 Merger
Any legal entity into which any Agent is merged or converted or any legal entity
resulting from any merger or conversion to which such Agent is a party or any legal
entity to which any Agent sells all or substantially all of its corporate trust and agency
business shall, to the extent permitted by applicable law, be the successor to such Agent
without any further formality, whereupon the Issuer, the other Agents and such
successor shall acquire and become subject to the same rights and obligations between
themselves as if they had entered into an agreement in the form mutatis mutandis of
this Agreement. Notice of any such merger or conversion shall promptly be given by
such successor to the Issuer, the other Agents and, by the Issuer at its own expense, the
Noteholders.
14.8 Changes in Specified Offices
If any Agent decides to change its Specified Office (which may only be effected within
the same jurisdiction unless the prior written approval of the Issuer has been obtained),
it shall give notice to the Issuer, (with a copy to the other Agents) of the address of the
new Specified Office stating the date on which such change is to take effect, which date
shall be not less than 30 days after the date of such notice. The Issuer shall at its own
expense not less than 14 days prior to the date on which such change is to take effect
(unless the appointment of the relevant Agent is to terminate pursuant to any of the
foregoing provisions of this Clause 14 (Changes in Agents) on or prior to the date of
such change) give notice thereof to the Noteholders.
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15. NOTICES
15.1 Addressees for notices
15.1.1 All notices and communications hereunder shall be made in writing (by letter,
or email), shall be effective upon receipt by the addressee and shall be sent as
follows:
15.1.2 if to the Issuer to it at:
Address: Ministry of Finance of Estonia
1, Surr-Ameerika Street
10122 Tallinn
Estonia
Email:
[email protected]
Attention: State Treasury
15.1.3 if to the Fiscal Agent, the Registrar, a Paying Agent or a Transfer Agent to it at
the address or email address specified against its name in Schedule 3 (The
Specified Offices of the Agents)
or, in any case, to such other address or email address or for the attention of such other
person or department as the addressee has by prior notice to the sender specified for the
purpose.
15.2 Effectiveness
All notices and communication sent in accordance with Clause 15.1 (Addresses for
notices) shall take effect, in the case of a letter, at the time of delivery, in the case of an
electronic communication, when the relevant receipt of such communication being read
is given, or where no read receipt is requested by the sender, at the time of sending,
provided, that no delivery failure notification is received by the sender within 24 hours
of sending such communication; provided that any such notice or other communication
which is received (or deemed to take effect in accordance with the foregoing) after
4.00pm (local time) or on a non-business day in the place of receipt shall be deemed to
take effect at 10:00 a.m on the next following business day in such place. Any
communication delivered to any party under this Agreement which is to be sent by
electronic communication will be written legal evidence.
15.3 Notices to Noteholders
Any notice required to be given to Noteholders under this Agreement shall be given in
accordance with the Conditions and at the expense of the Issuer; provided, however,
that, so long as any Notes are represented by the Global Note Certificate, notices to
Noteholders shall be given in accordance with the terms of the Global Note Certificate.
15.4 Notices in English
All notices and other communications hereunder shall be made in the English language
or shall be accompanied by a certified English translation thereof. Any certified English
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translation delivered hereunder shall be certified a true and accurate translation by a
professionally qualified translator or by some other person competent to do so.
16. GOVERNING LAW AND ARBITRATION
16.1 Governing law
This Agreement (including a dispute relating to its existence, validity or termination)
and any non-contractual obligation or other matter arising out of or in connection with
this Agreement shall be governed by, and construed in accordance with, English law.
The governing law of this Clause 16 (Governing Law and Arbitration) shall also be the
substantive law of England.
16.2 Arbitration
Any dispute, claim, difference or controversy arising out of or in connection with this
Agreement (including any dispute relating to its existence, validity or termination, or
any non-contractual obligation or other matter arising out of or in connection with it)
(a "Dispute") shall be referred to and finally resolved by arbitration under the
Arbitration Rules of the London Court of International Arbitration ("LCIA") (the
"Rules"), which Rules (as amended from time to time) are incorporated by reference
into this Clause 16.2 (Arbitration). For these purposes:
16.2.1 any Request for Arbitration (as defined in the Rules) may be served by delivery
to the process agent in accordance with Clause 16.3 (Service of process);
16.2.2 the seat, or legal place of arbitration, shall be London, England where all
hearings and meetings shall be held, unless the parties agree otherwise;
16.2.3 there shall be three arbitrators, each of whom shall be disinterested in the
arbitration, shall have no connection with any party thereto and shall be an
attorney experienced in international securities transactions. The claimant(s)
and the respondent(s) shall nominate an arbitrator respectively. If one party fails
to appoint an arbitrator within 30 days of receiving notice of the appointment of
an arbitrator by the other party, then that arbitrator shall be appointed by the
LCIA. The third arbitrator, who shall be the chairman of the tribunal, shall be
nominated by the two party-nominated arbitrators. If he is not chosen and
appointed within fifteen (15) days of the last of their appointments, he shall be
appointed by the LCIA;
16.2.4 the language of the arbitration shall be English;
16.2.5 any award of the tribunal shall be binding from the day it is made, and the parties
to this Agreement hereby waive any right to refer any question of law and any
right of appeal on the law and/or merits to any court;
16.2.6 it is agreed that the arbitrators shall have no authority to award exemplary or
punitive damages of any type under any circumstances whether or not such
damages may be available under the relevant applicable law, the parties hereby
waive their right, if any, to recover such damages;
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16.2.7 this arbitration Clause 16.2 including its validity and scope, shall be governed
by English law;
16.2.8 nothing in this Clause 16.2 shall be construed as preventing any party to this
Agreement from seeking conservatory or similar interim relief in any court of
competent jurisdiction; and
16.2.9 the parties agree that the arbitration and any facts, documents, awards or other
information related to the arbitration or the dispute, controversy or claim to
which it relates shall be kept strictly confidential and shall not be disclosed to
any third party without the express written consent of the other party, unless
such disclosure is required to comply with any legal or regulatory requirement.
16.3 Service of process
For the purposes of any court proceedings commenced in support of, or in relation to,
arbitral proceedings brought under this Clause 16 (Governing Law and Arbitration),
the Issuer agrees that service of process may be effected on it by delivering or posting
that process to the Embassy of the Republic of Estonia in London at 44 Queen's Gate
Terrace, South Kensington, London SW7 5PJ and agrees that, if for any reason service
of process by such means is not possible, it will appoint a third party agent for service
of process in England. Nothing in this paragraph shall affect the right of any party to
serve process in any other manner permitted by law.
16.4 Waiver of immunity and consent to enforcement
16.4.1 To the extent that the Issuer may in any jurisdiction claim for itself or its
revenues, assets or properties ("Sovereign Assets") immunities from suit,
execution, attachment (whether in aid of execution, before award or otherwise),
in all cases related to the Notes, and to the extent that in any such jurisdiction
there may be attributed to itself or its Sovereign Assets such immunity (whether
or not claimed), the Issuer hereby irrevocably agrees for the benefit of the
Noteholders not to claim and confirms that any such immunity is or has been
irrevocably waived to the fullest extent permitted by the laws of such
jurisdiction. For the avoidance of doubt, the Issuer submits to the jurisdiction of
any arbitral body constituted in accordance with Clause 16.2 (Arbitration), the
courts at the legal seat of arbitration in the matters related to the arbitral
proceedings and court proceedings in any jurisdiction relating to the
enforcement of an arbitral award.
16.4.2 To the extent that the Issuer or any of its Sovereign Assets may be entitled in
any jurisdiction to any immunity from set-off or any similar right or remedy,
and to the extent that there shall be attributed, in any jurisdiction, such an
immunity, the Issuer hereby irrevocably agrees not to claim and confirms that
any such immunity is or has been irrevocably waived to the fullest extent
permitted by the laws of such jurisdiction with respect to any claim, suit, action,
proceeding, right or remedy arising out of or in connection with the Notes.
16.4.3 The Issuer further irrevocably consents to the giving of any relief or the issue
of any process, including, without limitation, the making, enforcement or
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execution against any Sovereign Assets whatsoever of any order, award or
judgment, made or given in connection with any Dispute.
16.4.4 The waiver of immunity by the Issuer herein shall not constitute a waiver of
immunity in relation to: (i) present or future "premises of the mission" as
defined in the Vienna Convention on Diplomatic Relations signed in 1961; (ii)
"consular premises" as defined in the Vienna Convention on Consular Relations
signed in 1963; (iii) any other property or assets used solely or mainly for
official non-commercial state purposes in the Republic of Estonia or elsewhere;
(iv) military property or military assets of the Republic of Estonia related
thereto; or (v) any non-transferable national assets and national assets with
priority importance as defined in or in accordance with applicable Estonian
laws. It is acknowledged that there is no specific law in Estonia governing the
waiving of immunity by the Issuer. Further, in accordance with the Code of
Enforcement Procedure, assets or things in restricted commerce which the
Republic of Estonia or local government need for the performance of public
duties or the enforcement of which would be contrary to public interest, shall
not be subject to enforcement.
16.5 Consolidation of disputes
16.5.1 In this sub-clause:
"Consolidation Order" means an order by a Tribunal that a Primary Dispute
and a Linked Dispute be consolidated and heard as one dispute in the same
arbitral proceedings.
"Linked Agreement" means the Notes, the Global Note Certificate, the Deed
of Covenant, the Agency Agreement, the Subscription Agreement and any other
agreement entered into in connection with the issue of the Notes.
"Linked Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement
(including any dispute relating to its existence, validity or termination or any
non-contractual obligation or other matter arising out of or in connection with
it), in which a Request for Arbitration is served after a Request for Arbitration
has been served in respect of a Primary Dispute.
"Primary Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement
(including any dispute relating to its existence, validity or termination or any
non-contractual obligation or other matter arising out of or in connection with
it) in which a Request for Arbitration has been served before a Request for
Arbitration is served in relation to a Linked Dispute.
"Tribunal" means any arbitral tribunal appointed under this Agreement or any
Linked Agreement.
16.5.2 If any Linked Dispute raises issues of fact and/or law which are substantially
the same as or similar to issues raised in any Primary Dispute then,
notwithstanding that a Tribunal may already have been agreed or appointed in
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respect of the Linked Dispute, any party (the "Notifying Party") to both the
Primary Dispute and the Linked Dispute (the "Notified Disputes") may apply,
by service of a written notice (a "Consolidation Notice") in accordance with
this Clause, to the Tribunal appointed in relation to the Primary Dispute for a
Consolidation Order.
16.5.3 The Notifying Party must serve the Consolidation Notice on all parties to the
Notified Disputes, and on any arbitrators already appointed or agreed in
connection with any Notified Dispute.
16.5.4 The Tribunal appointed in relation to the Primary Dispute may make a
Consolidation Order on hearing an application brought under sub-clause 16.5.2
above if it considers it just, equitable and procedurally efficient to do so and that
no party to either the Primary Dispute or the Linked Dispute would be materially
prejudiced as a result of such consolidation. In determining whether to make a
Consolidation Order, the Tribunal must take account of:
(a) the likelihood and consequences of inconsistent decisions if
consolidation is not ordered;
(b) any fault on the part of the party seeking consolidation to make a timely
application; and
(c) the likely consequences of consolidation in terms of cost and time.
16.5.5 If the Tribunal appointed in respect of the Primary Dispute makes a
Consolidation Order:
(a) it will immediately, to the exclusion of the other Tribunal appointed in
a Linked Dispute, have jurisdiction to resolve finally the Notified
Disputes;
(b) it must order that notice of the Consolidation Order and its effect be
given immediately to any arbitrators already appointed in relation to the
Linked Dispute and to all parties to the Notified Disputes;
(c) any appointment of an arbitrator in relation to the Linked Dispute before
the date of the Consolidation Order will terminate immediately and that
arbitrator will be deemed to be functus officio. The termination is
without prejudice to:
(i) the validity of any act done or order made by that arbitrator or
by the court in support of that arbitration before his appointment
is terminated;
(ii) his entitlement to be paid his proper fees and disbursements; and
(iii) the date when any claim or defence was raised for the purpose of
applying any limitation bar or any similar rule or provision;
(d) it may also give any other directions it considers appropriate to:
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(i) give effect to the Consolidation Order and make provisions for
any costs which may result from it (including costs in any
arbitration terminated as a result of the Consolidation Order);
and
(ii) ensure the proper organisation of the arbitration proceedings and
the proper formulation and resolution of the issues between the
parties.
(e) If a Tribunal appointed in respect of the Primary Dispute arising under
a Linked Agreement makes a Consolidation Order which confers on that
Tribunal jurisdiction to resolve a Linked Dispute arising under this
Agreement, that Consolidation Order and the award of that Tribunal will
bind the parties to the Linked Dispute arising under this Agreement.
(f) For the avoidance of doubt, where a Tribunal is appointed under this
Agreement or any Linked Agreement, the whole of its award (including
any part relating to a Linked Dispute) is deemed for the purposes of the
New York Convention on the Recognition and Enforcement of Arbitral
Awards 1958 to be contemplated by this Agreement and that Linked
Agreement.
(g) Each of the Issuer and the Joint Lead Managers hereby waives any right
to object to the validity and/or enforceability of any arbitral award made
by a Tribunal following the grant of a Consolidation Order on the basis
that such award was made in arbitral proceedings which were
consolidated under this Clause 16.5 or in accordance with an equivalent
provision under another Linked Agreement.
16.5.6 Should the Tribunal appointed in relation to the Primary Dispute decline
appointment in respect of the Linked Dispute, any rights to submit a Linked
Dispute arising under this Agreement to separate arbitration proceedings under
Clause 16.2 (Arbitration) shall be unaffected.
17. CONTRACTUAL RECOGNITION OF BAIL-IN
Notwithstanding and to the exclusion of any other term of this Agreement or any other
agreements, arrangements, or understanding between each BRRD Party and each
BRRD Counterparty, each BRRD Counterparty acknowledges and accepts that a
BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in
Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees
to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution
Authority in relation to any BRRD Liability of each BRRD Party to each BRRD
Counterparty under this Agreement, that (without limitation) may include and
result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of such BRRD Liability or outstanding
amounts due thereon;
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(ii) the conversion of all, or a portion, of such BRRD Liability into shares,
other securities or other obligations of the relevant BRRD Party or
another person, and the issue to or conferral on the BRRD Counterparty
of such shares, securities or obligations;
(iii) the cancellation of such BRRD Liability;
(iv) the amendment or alteration of any interest, if applicable, thereon, the
maturity or the dates on which any payments are due, including by
suspending payment for a temporary period;
(b) the variation of the terms of this Agreement, as deemed necessary by the
Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers
by the Relevant Resolution Authority.
"Bail-in Legislation" means in relation to a member state of the European Economic
Area which has implemented, or which at any time implements, the BRRD, the relevant
implementing law, regulation, rule or requirement as described in the EU Bail-in
Legislation Schedule from time to time.
"Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU
Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
"BRRD" means Directive 2014/59/EU establishing a framework for the recovery and
resolution of credit institutions and investment firms.
"BRRD Counterparty " means each party to this Agreement, as the case may be, other
than the relevant BRRD Party, that is a counterparty to any BRRD Party.
"BRRD Liability" means a liability in respect of which the relevant Write Down and
Conversion Powers in the applicable Bail-in Legislation may be exercised.
"BRRD Party" means any party to this Agreement subject to the Bail-in Legislation.
"EU Bail-in Legislation Schedule" means the document described as such, then in
effect, and published by the Loan Market Association (or any successor person) from
time to time at the LMA website under EU Bail-in Legislation Schedule.
"Relevant Resolution Authority" means the resolution authority with the ability to
exercise any Bail-in Powers in relation to the relevant BRRD Party.
18. MODIFICATION
This Agreement may be amended by further agreement among the parties hereto.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when so executed shall constitute one and the same binding
agreement between the parties.
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20. RIGHTS OF THIRD PARTIES
A person who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Agreement.
21. ENTIRE AGREEMENT
21.1 This Agreement contains the whole agreement between the parties relating to the
subject matter of this Agreement at the date of this Agreement to the exclusion of any
terms implied by law which may be excluded by contract and supersedes any previous
written or oral agreement between the parties in relation to the matters dealt with in
this Agreement.
21.2 Each party acknowledges that it has not been induced to enter into this Agreement by
any representation, warranty or undertaking not expressly incorporated into it.
21.3 So far as is permitted by law and except in the case of fraud, each party agrees and
acknowledges that its only right and remedy in relation to any representation,
warranty or undertaking made or given in connection with this Agreement shall be for
breach of the terms of this Agreement to the exclusion of all other rights and remedies
(including those in tort or arising under statute).
21.4 In Clauses 21.1 to 21.3, "this Agreement" includes any fee letters and all documents
entered into pursuant to this Agreement.
AS WITNESS the hands of the duly authorised representatives of the parties hereto the day
and year first before written.
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SCHEDULE 1
DUTIES UNDER THE ISSUER-ICSDS AGREEMENT
For the purposes of this Schedule 1, "ICSD" means Euroclear and Clearstream, Luxembourg,
as appropriate.
In relation to each Global Note Certificate to be held under the NSS, the Registrar will comply
with the following provisions:
1. Initial issue outstanding amount: The Registrar will inform each of the ICSDs, through
the Common Service Provider appointed by the ICSDs to service the Notes, of the
initial issue outstanding amount (the "IOA") for such Tranche on or prior to the relevant
Issue Date.
2. Mark up or mark down: If any event occurs that requires a mark up or mark down of
the records which an ICSD holds for its customers to reflect such customers' interest in
the Notes or the Registrar will (to the extent known to it) promptly provide details of
the amount of such mark up or mark down, together with a description of the event that
requires it, to the ICSDs (through the Common Service Provider) to ensure that the IOA
of any Global Note Certificate held under the NSS, as reflected in the records of
Euroclear and Clearstream, Luxembourg remains at all times accurate.
3. Reconciliation of records: The Registrar will at least once every month reconcile its
record of the IOA of the Notes with information received from the ICSDs (through the
Common Service Provider) with respect to the IOA maintained by the ICSDs for the
Notes and will promptly inform the ICSDs (through the Common Service Provider) of
any discrepancies.
4. Resolution of discrepancies: The Registrar will promptly assist the ICSDs (through the
Common Service Provider) in resolving any discrepancy identified in the records
reflecting the IOA of any Global Note Certificate held under the NSS.
5. Details of payments: The Registrar will promptly provide the ICSDs (through the
Common Service Provider) details of all amounts paid by it under the Notes (or, where
the Notes provide for delivery of assets other than cash, of the assets so delivered).
6. Change of amount: The Registrar will (to the extent known to it) promptly provide to
the ICSDs (through the Common Service Provider) notice of any changes to the Notes
that will affect the amount of, or date for, any payment due under the Notes.
7. Notices to Noteholders: The Registrar will (to the extent known to it) promptly provide
to the ICSDs (through the Common Service Provider) copies of all information that is
given to the Holders of the Notes.
8. Communications from ICSDs: The Registrar will promptly pass on to the Issuer all
communications it receives from the ICSDs directly or through the Common Service
Provider relating to the Notes.
9. Default: The Registrar will (to the extent known to it) promptly notify the ICSDs
(through the Common Service Provider) of any failure by the Issuer to make any
payment or delivery due under the Notes when due.
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SCHEDULE 2
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
Schedule 2A
Provisions For Meetings Of Noteholders
The provisions of this Schedule 2A apply to issuances of Notes where "2012 CAC" is
specified in the applicable Pricing Supplement:
1. General Definitions
For the purposes of this Schedule 2A:
"Alternative Clearing System" means any clearing system other than Euroclear or
Clearstream, Luxembourg;
"Cross-Series Modification" has the meaning given to it in the Conditions;
"Debt Securities" has the meaning given to it in the Conditions;
"electronic platform" means any form of telephony or electronic platform or facility
and includes, without limitation, telephone and video conference call and application
technology systems;
"holder" has the meaning given to it in the Conditions;
"meeting" means a meeting convened pursuant to this Schedule by the Issuer and
whether held as a physical meeting or as a virtual meeting;
"modification" has the meaning given to it in the Conditions;
"outstanding" has the meaning given to it in the Conditions;
"physical meeting" means any meeting attended by persons present in person at the
physical location specified in the notice of such meeting;
"Record Date", in relation to any proposed modification, means the date fixed by the
Issuer for determining the holders of Notes of a Series and, in the case of a Cross-Series
Modification, the holders of Debt Securities of each other series that are entitled to vote
on or sign a written resolution in relation to the proposed modification;
"Reserved Matter", in relation to the Notes of any Series, means any modification of
the Conditions of the Notes of such Series or of any agreement governing the issuance
or administration of the Notes of such Series (including the Agency Agreement and the
Deed of Covenant) that would:
(a) change the date on which any amount is payable on the Notes of such Series;
(b) reduce any amount, including any overdue amount, payable on the Notes of
such Series;
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(c) change the method used to calculate any amount payable on the Notes of such
Series;
(d) reduce the redemption price for the Notes of such series or change any date on
which the Notes of such Series may be redeemed;
(e) change the currency or place of payment of any amount payable on the Notes
of such Series;
(f) impose any condition on, or otherwise modify, the Issuer's obligation to make
payments on the Notes of such Series;
(g) change any payment-related circumstance under which the Notes of such Series
may be declared due and payable prior to their stated maturity;
(h) change the seniority or ranking of the Notes of such Series;
(i) change the law governing the Notes of such Series;
(j) change any court to whose jurisdiction the Issuer has submitted or any immunity
waived by the Issuer in relation to legal proceedings arising out of, or in
connection with, the Notes of such Series;
(k) change the principal amount of outstanding Notes of such Series or, in the case
of a Cross-Series Modification, the principal amount of Debt Securities of any
other series required to approve a proposed modification in relation to the Notes
of such Series, the principal amount of outstanding Notes of such Series
required for a quorum to be present, or the rules for determining whether a Note
of such Series is outstanding for these purposes; or
(l) change the definition of a Reserved Matter,
and has the same meaning in relation to the Debt Securities of any other series, save
that any of the foregoing references to the Notes or any agreement governing the
issuance or administration of the Notes (including the Agency Agreement and the Deed
of Covenant) shall be read as references to such other Debt Securities or any agreement
governing the issuance or administration of such other Debt Securities;
"series" (for the purposes of this Schedule 2A only) means a tranche of Debt Securities,
together with any further tranche or tranches of Debt Securities that, in relation to each
other and to the original tranche of Debt Securities, are (i) identical in all respects except
for their date of issuance or first payment date, and (ii) expressed to be consolidated
and form a single series, and includes the Notes of any Series and any further issuances
of Notes of such Series;
"virtual meeting" means any meeting held via an electronic platform;
"written resolution" has the meaning given to it in paragraph 4.8; and
"Zero Coupon Obligation" means a Debt Security that does not expressly provide for
the accrual of interest, and includes the former component parts of a Debt Security that
did expressly provide for the accrual of interest if that component part does not itself
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expressly provide for the accrual of interest and, where Notes are held in Euroclear or
Clearstream, Luxembourg or an Alternative Clearing System, references herein to the
deposit or release or surrender of Notes shall be construed in accordance with the usual
practices (including in relation to the blocking of the relevant account) of Euroclear or
Clearstream, Luxembourg or such Alternative Clearing System.
References in this Schedule 2A to a numbered paragraph or paragraphs are to the
paragraphs contained in this Schedule 2A.
2. Modification of Notes
2.1 Reserved Matter Modification
The Conditions and any agreement governing the issuance or administration of the
Notes of any Series (including the Agency Agreement and the Deed of Covenant) may
be modified in relation to a Reserved Matter with the consent of the Issuer and:
2.1.1 the affirmative vote of a holder or holders of not less than 75 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called meeting of Noteholders of such Series; or
2.1.2 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of not less than 66 2/3 per cent.
of the aggregate principal amount of the Notes of such Series then outstanding.
2.2 Cross-Series Modification
In the case of a Cross-Series Modification, the Conditions of the Notes of a Series and
Debt Securities of any other series, and any agreement governing the issuance or
administration of the Notes of a Series (including the Agency Agreement and the Deed
of Covenant) or Debt Securities of such other series, may be modified in relation to a
Reserved Matter with the consent of the Issuer and:
2.2.1 the affirmative vote of not less than 75 per cent. of the aggregate principal
amount of the outstanding Debt Securities represented at separate duly called
and quorate meetings of the holders of the Debt Securities of all the series (taken
in the aggregate) that would be affected by the proposal and/or proposed
modification; or
2.2.2 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of not less than 66 2/3 per cent. of the
aggregate principal amount of the outstanding Debt Securities of all the series
(taken in the aggregate) that would be affected by the proposal and/or proposed
modification,
and
2.2.3 the affirmative vote of more than 66 2/3 per cent. of the aggregate principal
amount of the outstanding Debt Securities represented at separate duly called
and quorate meetings of the holders of each series of Debt Securities (taken
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individually) that would be affected by the proposal and/or proposed
modification; or
2.2.4 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of more than 50 per cent. of the
aggregate principal amount of the then outstanding Debt Securities of each
series (taken individually) that would be affected by the proposed modification.
A separate meeting will be called and held, or a separate written resolution signed, or a
separate approval requested by way of electronic consent, in relation to the proposed
modification of the Notes of a Series and the proposed modification of each other
affected series of Debt Securities.
2.3 Proposed Cross-Series Modification
A proposed Cross-Series Modification may include one or more proposed alternative
modifications of the terms and conditions of each affected series of Debt Securities or
of any agreement governing the issuance or administration of any affected series of
Debt Securities, provided that all such proposed alternative modifications are addressed
to, and may be accepted by, any holder of any Debt Security of any affected series.
2.4 Partial Cross-Series Modification
If a proposed Cross-Series Modification is not approved in relation to a Reserved Matter
in accordance with paragraph 2.2, but would have been so approved if the proposed
modification had involved only the Notes of a Series and one or more, but less than all,
of the other series of Debt Securities affected by the proposed modification, that Cross-
Series Modification will be deemed to have been approved, notwithstanding paragraph
2.2, in relation to the Notes of such Series and Debt Securities of each other series
whose modification would have been approved in accordance with paragraph 2.2 if the
proposed modification had involved only the Notes of such Series and Debt Securities
of such other series, provided that:
2.4.1 prior to the Record Date for the proposed Cross-Series Modification, the Issuer
has publicly notified holders of the Notes of such Series and other affected Debt
Securities of the conditions under which the proposed Cross-Series
Modification will be deemed to have been approved if it is approved in the
manner described above in relation to the Notes of such Series and some but not
all of the other affected series of Debt Securities; and
2.4.2 those conditions are satisfied in connection with the proposed Cross-Series
Modification.
2.5 Non-Reserved Matter Modification
The Conditions of the Notes of a Series and any agreement governing the issuance or
administration of the Notes of a Series (including the Agency Agreement and the Deed
of Covenant) may be modified in relation to any matter other than a Reserved Matter
with the consent of the Issuer and:
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2.5.1 the affirmative vote of a holder or holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called and quorate meeting of Noteholders of such Series; or
2.5.2 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of more than 50 per cent. of
the aggregate principal amount of the outstanding Notes of such Series.
2.6 Multiple Currencies, Index-Linked Obligations and Zero-Coupon Obligations
In determining whether a proposed modification has been approved by the requisite
principal amount of Notes of a Series and Debt Securities of one or more other series:
2.6.1 if the modification involves Debt Securities denominated in more than one
currency, the principal amount of each affected Debt Security will be equal to
the amount of euro that could have been obtained on the Record Date for the
proposed modification with the principal amount of that Debt Security, using
the applicable euro foreign exchange reference rate for the Record Date
published by the European Central Bank;
2.6.2 if the modification involves an Index-Linked Obligation, the principal amount
of each such Index-Linked Obligation will be equal to its adjusted nominal
amount;
2.6.3 if the modification involves a Zero Coupon Obligation that did not formerly
constitute a component part of an Index-Linked Obligation, the principal
amount of each such Zero Coupon Obligation will be equal to its nominal
amount or, if its stated maturity date has not yet occurred, to the present value
of its nominal amount;
2.6.4 if the modification involves a Zero Coupon Obligation that formerly constituted
a component part of an Index-Linked Obligation, the principal amount of each
such Zero Coupon Obligation that formerly constituted the right to receive:
(i) a non-index-linked payment of principal or interest will be equal to its
nominal amount or, if the stated maturity date of the non-index-linked
payment has not yet occurred, to the present value of its nominal amount;
and
(ii) an index-linked payment of principal or interest will be equal to its
adjusted nominal amount or, if the stated maturity date of the index-
linked payment has not yet occurred, to the present value of its adjusted
nominal amount; and
2.6.5 for purposes of this paragraph 2.6:
(i) the adjusted nominal amount of any Index-Linked Obligation and any
component part of an Index-Linked Obligation is the amount of the
payment that would be due on the stated maturity date of that Index-
Linked Obligation or component part if its stated maturity date was the
Record Date for the proposed modification, based on the value of the
related index on the Record Date published by or on behalf of the Issuer
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or, if there is no such published value, on the interpolated value of the
related index on the Record Date determined in accordance with the
terms and conditions of the Index-Linked Obligation, but in no event
will the adjusted nominal amount of such Index-Linked Obligation or
component part be less than its nominal amount unless the terms and
conditions of the Index-Linked Obligation provide that the amount of
the payment made on such Index-Linked Obligation or component part
may be less than its nominal amount; and
(ii) the present value of a Zero Coupon Obligation is determined by
discounting the nominal amount (or, if applicable, the adjusted nominal
amount) of that Zero Coupon Obligation from its stated maturity date to
the Record Date at the specified discount rate using the applicable
market day-count convention, where the specified discount rate is:
(A) if the Zero Coupon Obligation was not formerly a component
part of a Debt Security that expressly provided for the accrual of
interest, the yield to maturity of that Zero Coupon Obligation at
issuance or, if more than one tranche of that Zero Coupon
Obligation has been issued, the yield to maturity of that Zero
Coupon Obligation at the arithmetic average of all the issue
prices of all the Zero Coupon Obligations of that series of Zero
Coupon Obligations weighted by their nominal amounts; and
(B) if the Zero Coupon Obligation was formerly a component part of
a Debt Security that expressly provided for the accrual of interest:
(1) the coupon on that Debt Security if that Debt Security
can be identified; or
(2) if such Debt Security cannot be identified, the arithmetic
average of all the coupons on all of the Issuer's Debt
Securities (weighted by their principal amounts) referred
to below that have the same stated maturity date as the
zero coupon obligation to be discounted, or, if there is no
such Debt Security, the coupon interpolated for these
purposes on a linear basis using all of the Issuer's Debt
Securities (weighted by their principal amounts) referred
to below that have the two closest maturity dates to the
maturity date of the Zero Coupon Obligation to be
discounted, where the Debt Securities to be used for this
purpose are all of the Issuer's Index-Linked Obligations
if the Zero Coupon Obligation to be discounted was
formerly a component part of an Index-Linked
Obligation and all of the Issuer's Debt Securities (Index-
Linked Obligations and Zero Coupon Obligations
excepted) if the Zero Coupon Obligation to be discounted
was not formerly a component part of an Index-Linked
Obligation, and in either case are denominated in the
same currency as the Zero Coupon Obligation to be
discounted.
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2.7 Outstanding Notes
In determining how many Notes are outstanding or whether holders of the requisite
principal amount of outstanding Notes of a Series have voted in favour of a proposed
modification or whether a quorum is present at any meeting of Noteholders of a Series
called to vote on a proposed modification, a Note of a Series will be deemed to be not
outstanding, and may not be voted for or against a proposed modification or counted in
determining whether a quorum is present, if, on the Record Date for the proposed
modification:
2.7.1 the Note has previously been cancelled or delivered for cancellation or held for
reissuance but not reissued;
2.7.2 the Note has previously been called for redemption in accordance with its terms
or previously become due and payable at maturity or otherwise and the Issuer
has previously satisfied its obligation to make all payments due in respect of the
Note in accordance with its terms;
2.7.3 the Note has become void or claims in respect of the Note have become
prescribed;
2.7.4 the Note is a Global Note Certificate which has been exchanged for an
Individual Note Certificate pursuant to its provisions; or
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2.7.5 the Note is held by the Issuer, by a department, ministry or agency of the Issuer,
or by a corporation, trust or other legal entity that is controlled by the Issuer or
a department, ministry or agency of the Issuer and, in the case of a Note held by
any such above-mentioned corporation, trust or other legal entity, the holder of
the Note does not have autonomy of decision, where:
(i) the holder of a Note for these purposes is the entity legally entitled to
vote the Note for or against a proposed modification or, if different, the
entity whose consent or instruction is by contract required, directly or
indirectly, for the legally entitled holder to vote the Note for or against
a proposed modification; and
(ii) a corporation, trust or other legal entity is controlled by the Issuer or by
a department, ministry or agency of the Issuer if the Issuer or any
department, ministry or agency of the Issuer has the power, directly or
indirectly, through the ownership of voting securities or other ownership
interests, by contract or otherwise, to direct the management of, or elect
or appoint a majority of, the board of directors or other persons
performing similar functions in lieu of, or in addition to, the board of
directors of that legal entity.
For the purposes of this paragraph 2.7.5, the holder of a Note has autonomy of
decision if, under applicable law, rules or regulations and independent of any
direct or indirect obligation the holder may have in relation to the Issuer:
(a) the holder may not, directly or indirectly, take instruction from the Issuer
on how to vote on a proposed modification; or
(b) the holder, in determining how to vote on a proposed modification, is
required to act in accordance with an objective prudential standard, in
the interest of all of its stakeholders or in the holder's own interest; or
(c) the holder owes a fiduciary or similar duty to vote on a proposed
modification in the interest of one or more persons other than a person
whose holdings of Notes (if that person then held any Notes) would be
deemed to be not outstanding under this paragraph 2.7.
2.8 Outstanding Debt Securities
In determining whether holders of the requisite principal amount of outstanding Debt
Securities of another series have voted in favour of a proposed Cross-Series
Modification or whether a quorum is present at any meeting of the holders of such Debt
Securities called to vote on a proposed Cross-Series Modification, an affected Debt
Security will be deemed to be not outstanding, and may not be voted for or against a
proposed Cross-Series Modification or counted in determining whether a quorum is
present, in accordance with the applicable terms and conditions of that Debt Security.
2.9 Entities having autonomy of decision
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For transparency purposes, the Issuer will publish, promptly following the Issuer's
formal announcement of any proposed modification of the Notes of any Series, but in
no event less than 10 days prior to the Record Date for the proposed modification, a list
identifying each corporation, trust or other legal entity that, for purposes of paragraph
2.7.5
2.9.1 is then controlled by the Issuer or by a department, ministry or agency of the
Issuer;
2.9.2 has, in response to an enquiry from the Issuer, reported to the Issuer that it is
then the holder of one or more Notes; and
2.9.3 does not have autonomy of decision in respect of its Notes.
2.10 Exchange and Conversion
Any duly approved modification of the Conditions of the Notes of a Series may be
implemented by means of a mandatory exchange or conversion of the Notes of such
Series for new Debt Securities containing the modified terms and conditions if the
proposed exchange or conversion is notified to Noteholders of such Series prior to the
Record Date for the proposed modification. Any conversion or exchange undertaken to
implement a duly approved modification will be binding on all Noteholders of such
Series.
3. Tabulation Agent
3.1 Appointment and Responsibility
The Issuer will appoint a person (the "Tabulation Agent") to calculate whether a
proposed modification has been approved by the requisite principal amount of
outstanding Notes of a Series and, in the case of a Cross-Series Modification, by the
requisite principal amount of outstanding Debt Securities of each affected series of Debt
Securities. In the case of a Cross-Series Modification, the same person will be appointed
as the Tabulation Agent for the proposed modification of the Notes of a Series and each
other affected series of Debt Securities.
3.2 Certificate
The Issuer will provide to the Tabulation Agent and publish, prior to the date of any
meeting called to vote on a proposed modification or the date fixed by the Issuer for the
signing of a written resolution in relation to a proposed modification, a certificate:
3.2.1 listing the total principal amount of Notes of the relevant Series and, in the case
of a Cross-Series Modification, Debt Securities of each other affected series
outstanding on the Record Date for purposes of paragraph 2.7;
3.2.2 specifying the total principal amount of Notes of the relevant Series and, in the
case of a Cross-Series Modification, Debt Securities of each other affected
series that are deemed under paragraph 2.7.5 to be not outstanding on the Record
Date; and
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3.2.3 identifying the holders of the Notes of the relevant Series and, in the case of a
Cross-Series Modification, Debt Securities of each other affected series,
referred to in paragraph 3.2.2, determined, if applicable, in accordance with the
provisions of paragraph 2.6.
3.3 Reliance
The Tabulation Agent may rely on any information contained in the certificate provided
by the Issuer, and that information will be conclusive and binding on the Issuer and the
Noteholders of the relevant Series unless:
3.3.1 an affected Noteholder of such Series delivers a substantiated written objection
to the Issuer in relation to the certificate before the vote on a proposed
modification or the signing of a written resolution in relation to a proposed
modification; and
3.3.2 that written objection, if sustained, would affect the outcome of the vote taken
or the written resolution signed in relation to the proposed modification.
In the event a substantiated written objection is timely delivered, any information relied
on by the Tabulation Agent will nonetheless be conclusive and binding on the Issuer
and affected Noteholders of such Series if:
(a) the objection is subsequently withdrawn;
(b) the Noteholder of such series that delivered the objection does not commence
legal action in respect of the objection before a court of competent jurisdiction
within 15 days of the publication of the results of the vote taken or the written
resolution signed in relation to the proposed modification; or
(c) a court of competent jurisdiction subsequently rules either that the objection is
not substantiated or would not in any event have affected the outcome of the
vote taken or the written resolution signed in relation to the proposed
modification.
3.4 Publication
The Issuer will arrange for the publication of the results of the calculations made by the
Tabulation Agent in relation to a proposed modification promptly following the
meeting called to consider that modification or, if applicable, the date fixed by the
Issuer for signing a written resolution in respect of that modification.
4. Noteholder Meetings; Written Resolutions
4.1 General
The provisions set out below, and any additional rules adopted and published by the
Issuer, will, to the extent consistent with the provisions set out below, apply to any
meeting of Noteholders of any Series called to vote on a proposed modification and to
any written resolution adopted in connection with a proposed modification. Any action
contemplated in this paragraph 4 to be taken by the Issuer may instead be taken by an
agent acting on behalf of the Issuer.
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4.2 Convening Meetings
A meeting of Noteholders of a Series:
4.2.1 may be convened by the Issuer at any time; and
4.2.2 will be convened by the Issuer if an Event of Default in relation to the Notes has
occurred and is continuing and a meeting is requested in writing by the holders
of not less than 10 per cent. of the aggregate principal amount of the Notes of
the relevant Series then outstanding.
Any such meeting may be conducted by electronic means or by other means customary
at the time, and may not necessarily require two or more persons to be physically
present in the same location. Any reference to the 'venue' for a meeting or any other
similar terms connoting a meeting in person, shall be construed by reference to the
equivalent necessary to facilitate a meeting through electronic means or by other
customary means at such time.
4.3 Notice of Meetings
The notice convening a meeting of Noteholders of a Series will be published by the
Issuer at least 21 days prior to the date of the meeting or, in the case of an adjourned
meeting, at least 14 days prior to the date of the adjourned meeting. The notice will:
4.3.1 state the time, date and venue of the meeting (or the details of the electronic
platform to be used in the case of a virtual meeting). With respect to a virtual
meeting, each such notice shall set out such other and further details as are
required under paragraph 6;
4.3.2 set out the agenda and quorum for, and the text of any resolutions proposed to
be adopted at, the meeting;
4.3.3 specify the Record Date for the meeting, being not more than five Business
Days before the date of the meeting, and the documents required to be produced
by a Noteholder in order to be entitled to participate in the meeting;
4.3.4 include the form of instrument to be used to appoint a proxy to act on a
Noteholder's behalf;
4.3.5 set out any additional rules adopted by the Issuer for the convening and holding
of the meeting and, if applicable, the conditions under which a Cross-Series
Modification will be deemed to have been satisfied if it is approved as to some
but not all of the affected series of Debt Securities; and
4.3.6 identify the person appointed as the Tabulation Agent for any proposed
modification to be voted on at the meeting.
4.4 Cancellation of meeting
A meeting that has been validly convened in accordance with paragraph 4.2, may be
cancelled by the person who convened such meeting by giving at least seven days'
notice (exclusive of the day on which the notice is given and of the day of the meeting)
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to the Noteholders. Any meeting cancelled in accordance with this paragraph 4.4shall
be deemed not to have been convened.
4.5 Chair
The chair of any meeting of Noteholders of a Series will be appointed:
4.5.1 by the Issuer; or
4.5.2 if the Issuer fails to appoint a chair or the person nominated by the Issuer is not
present at the meeting, by holders of more than 50 per cent. of the aggregate
principal amount of the Notes of the relevant Series then outstanding
represented at the meeting.
4.6 Quorum
No business will be transacted at any meeting in the absence of a quorum other than the
choosing of a chair if one has not been appointed by the Issuer. The quorum at any
meeting at which Noteholders of any Series will vote on a proposed modification to, or
a proposed modification of:
4.6.1 a Reserved Matter will be one or more persons present or represented at the
meeting and holding not less than 66 2/3 per cent. of the aggregate principal
amount of the Notes of such Series then outstanding; and
4.6.2 a matter other than a Reserved Matter will be one or more persons present or
represented at the meeting and holding not less than 50 per cent. of the aggregate
principal amount of the Notes of such Series then outstanding.
4.7 Adjourned Meetings
Where a meeting is subject to a quorum pursuant to paragraph 4.6, if a quorum is not
present within 30 minutes of the time appointed for a meeting, the meeting may be
adjourned for a period of not more than 42 days and not less than 14 days as determined
by the chair of the meeting. The quorum for any adjourned meeting will be one or more
persons present and holding:
4.7.1 not less than 66 2/3 per cent. of the aggregate principal amount of the Notes of
the relevant Series then outstanding in the case of a proposed Reserved Matter
modification; and
4.7.2 not less than 25 per cent. of the aggregate principal amount of the Notes of the
relevant Series then outstanding in the case of a non-Reserved Matter
modification.
4.8 Written Resolutions
A written resolution signed by or on behalf of holders of the requisite majority of the
Notes of a Series will be valid for all purposes as if it was a resolution passed at a
meeting of Noteholders of such Series duly convened and held in accordance with these
provisions. A written resolution may be set out in one or more documents in like form
each signed by or on behalf of one or more Noteholders of such Series.
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4.9 Entitlement to Vote
Any person who is a holder of an outstanding Note of a Series on the Record Date for
a proposed modification, and any person duly appointed as a proxy by a holder of an
outstanding Note of a Series on the Record Date for a proposed modification, will be
entitled to vote on the proposed modification at a meeting of Noteholders of such Series
and to sign a written resolution with respect to the proposed modification.
4.10 Voting
Every proposed modification will be submitted to a vote of the holders of outstanding
Notes of the relevant Series represented at a duly called meeting or to a vote of the
holders of all outstanding Notes of the relevant Series by means of a written resolution
without need for a meeting. A holder may cast votes on each proposed modification
equal in number to the principal amount of the holder's outstanding Notes of such
Series.
For these purposes:
4.10.1 in the case of a Cross-Series Modification involving Debt Securities
denominated in more than one currency, the principal amount of each Debt
Security will be determined in accordance with paragraph 2.6.1;
4.10.2 in the case of a Cross-Series Modification involving an Index-Linked
Obligation, the principal amount of each such Index-Linked Obligation will be
determined in accordance with paragraph 2.6.2;
4.10.3 in the case of a Cross-Series Modification involving a Zero Coupon Obligation
that did not formerly constitute a component part of an Index-Linked
Obligation, the principal amount of each such Zero Coupon Obligation will be
determined in accordance with paragraph 2.6.3; and
4.10.4 in the case of a Cross-Series Modification involving a Zero Coupon Obligation
that did formerly constitute a component part of an Index-Linked Obligation,
the principal amount of each such Zero Coupon Obligation will be determined
in accordance with paragraph 2.6.4.
4.11 Proxies
4.11.1 A holder of a Note may, by an instrument in writing in the form available from
the specified office of the Registrar (or such other Agent or Tabulation Agent
appointed by the Issuer for such purposes) in the English language executed by
or on behalf of the holder and delivered to the Registrar (or such other agent as
applicable) at least 48 hours before the time fixed for a meeting, appoint any
person (a "proxy") to act on his behalf in connection with that meeting. A proxy
need not be a Noteholder.
4.11.2 A corporation which holds a Note may deliver to a Registrar (or such other agent
as applicable) at least 48 hours before the time fixed for a meeting a certified
copy of a resolution of its directors or other governing body (with, if it is not in
English, a certified translation into English) authorising any person to act as its
representative (a "representative") in connection with that meeting.
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4.11.3 Proxies and sub-proxies entered into under paragraphs 4.11 may not be revoked
less than 48 hours before the time fixed for the meeting.
4.12 Legal Effect and Revocation of a Proxy
A proxy duly appointed in accordance with the above provisions will, subject to
paragraph 2.7 and for so long as that appointment remains in force, be deemed to be
(and the person who appointed that proxy will be deemed not to be) the holder of the
Notes to which that appointment relates, and any vote cast by a proxy will be valid,
notwithstanding the prior revocation or amendment of the appointment of that proxy,
unless the Issuer has received notice or has otherwise been informed of the revocation
or amendment at least 48 hours before the time fixed for the commencement of the
meeting at which the proxy intends to cast its vote or, if applicable, the signing of a
written resolution.
4.13 Binding Effect
A resolution duly passed at a meeting of holders convened and held in accordance with
these provisions, and a written resolution duly signed by the requisite majority of
Noteholders of a Series, will be binding on all Noteholders of such Series, whether or
not the holder was present at the meeting, voted for or against the resolution or signed
the written resolution.
4.14 Manifest Error, Technical Amendments, etc.
Notwithstanding anything to the contrary herein, the terms and conditions of the Notes
of a Series and any agreement governing the issuance or administration of the Notes of
a Series (including the Agency Agreement and the Deed of Covenant) may be modified
by the Issuer without the consent of Noteholders of such Series:
4.14.1 to correct a manifest error or cure an ambiguity; or
4.14.2 if the modification is of a formal or technical nature or for the benefit of
Noteholders of such Series.
The Issuer will publish the details of any modification of the Notes of a Series made
pursuant to this paragraph 4.14 within 10 days of the modification becoming legally
effective.
4.15 Publication
The Issuer will, without undue delay, publish all duly adopted resolutions and written
resolutions.
5. Publication
5.1 Notices and Other Matters
The Issuer will publish all notices and other matters required to be published pursuant
to the above provisions in accordance with the Conditions of the Notes:
5.1.1 on the Issuer's website for financial notices;
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5.1.2 through Euroclear, Clearstream, Luxembourg or any Alternate Clearing
System, as the case may be; and
5.1.3 in such other places, including in the Issuer's official gazette, and in such other
manner as may be required by applicable law or regulation.
6. Additional provisions applicable to Virtual Meetings
6.1 The Issuer may decide to hold a virtual meeting and, in such case, shall provide details
of the means for Noteholders or their proxies or representatives to attend and participate
in the meeting, including the electronic platform to be used.
6.2 The Issuer or the chair may make any arrangement and impose any requirement or
restriction as is necessary to ensure the identification of those entitled to take part in the
virtual meeting and the security of the electronic platform. All documentation that is
required to be passed between persons present at the virtual meeting (in whatever
capacity) shall be communicated by email.
6.3 All resolutions put to a virtual meeting shall be voted on by a poll in accordance with
paragraph 4.10 above and such poll votes may be cast by such means as the Issuer
considers appropriate for the purposes of the virtual meeting.
6.4 Persons seeking to attend or participate in a virtual meeting shall be responsible for
ensuring that they have access to the facilities (including, without limitation, IT systems,
equipment and connectivity) which are necessary to enable them to do so.
6.5 In determining whether persons are attending or participating in a virtual meeting, it is
immaterial whether any two or more members attending it are in the same physical
location as each other or how they are able to communicate with each other.
6.6 Two or more persons who are not in the same physical location as each other attend a
virtual meeting if their circumstances are such that if they have (or were to have) rights
to speak or vote at that meeting, they are (or would be) able to exercise them.
6.7 The Issuer may make whatever arrangements they consider appropriate to enable those
attending a virtual meeting to exercise their rights to speak or vote at it.
6.8 A person is able to exercise the right to speak at a virtual meeting when that person is
in a position to communicate to all those attending the meeting, during the meeting, as
contemplated by the relevant provisions of this Schedule.
6.9 A person is able to exercise the right to vote at a virtual meeting when:
6.9.1 that person is able to vote, during the meeting, on resolutions put to the vote at
the meeting; and
6.9.2 that person's vote can be taken into account in determining whether or not such
resolutions are passed at the same time as the votes of all the other persons
attending the meeting who are entitled to vote at such meeting.
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Schedule 2B
Provisions for Meetings of Noteholders
The provisions of this Schedule 2B apply to issuances of Notes where "2022 CAC" is
specified in the applicable Pricing Supplement:
1. General Definitions
For the purposes of this Schedule 2B:
"Alternative Clearing System" means any clearing system other than Euroclear or
Clearstream, Luxembourg;
"Cross-Series Modification" has the meaning given to it in the Conditions;
"Debt Securities" has the meaning given to it in the Conditions;
"electronic platform" means any form of telephony or electronic platform or facility
and includes, without limitation, telephone and video conference call and application
technology systems;
"holder" has the meaning given to it in the Conditions;
"meeting" means a meeting convened pursuant to this Schedule by the Issuer and
whether held as a physical meeting or as a virtual meeting;
"modification" has the meaning given to it in the Conditions;
"outstanding", has the meaning given to it in the Conditions;
"physical meeting" means any meeting attended by persons present in person at the
physical location specified in the notice of such meeting;
"Record Date", in relation to any proposed modification, means the date fixed by the
Issuer for determining the holders of Notes of a Series and, in the case of a Cross-Series
Modification, the holders of Debt Securities of each other series that are entitled to vote
on or sign a written resolution in relation to the proposed modification;
"Relevant Series" has the meaning given to it in the Conditions;
"Reserved Matter", in relation to the Notes of any Series, means any modification of
the Conditions of the Notes of such Series or of any agreement governing the issuance
or administration of the Notes of such Series (including the Agency Agreement and the
Deed of Covenant) that would:
(a) change the date on which any amount is payable on the Notes of such Series;
(b) reduce any amount, including any overdue amount, payable on the Notes of
such Series;
(c) change the method used to calculate any amount payable on the Notes of such
Series;
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(d) reduce the redemption price for the Notes of such series or change any date on
which the Notes of such Series may be redeemed;
(e) change the place of payment of any amount payable on the Notes of such Series;
(f) change the currency of any amount payable on the Notes of such Series or
impose any condition on, or otherwise modify, the Issuer's obligation to make
payments on the Notes of such Series;
(g) change any payment-related circumstance under which the Notes of such Series
may be declared due and payable prior to their stated maturity;
(h) change the seniority or ranking of the Notes of such Series;
(i) change the law governing the Notes of such Series;
(j) change any court to whose jurisdiction the Issuer has submitted or any immunity
waived by the Issuer in relation to legal proceedings arising out of, or in
connection with, the Notes of such Series;
(k) change the principal amount of outstanding Notes of such Series or, in the case
of a Cross-Series Modification, the principal amount of Debt Securities of any
other series required to approve a proposed modification in relation to the Notes
of such Series, the principal amount of outstanding Notes of such Series
required for a quorum to be present, or the rules for determining whether a Note
of such Series is outstanding for these purposes; or
(l) change the definition of a "Reserved Matter", a "Cross-Series Modification",
"Uniformly Applicable" or a "Relevant Series",
and has the same meaning in relation to the Debt Securities of any other series, save
that any of the foregoing references to the Notes or any agreement governing the
issuance or administration of the Notes (including the Agency Agreement and the Deed
of Covenant) shall be read as references to such other Debt Securities or any agreement
governing the issuance or administration of such other Debt Securities;
"series" (for the purposes of this Schedule 2B only) means a tranche of Debt Securities,
together with any further tranche or tranches of Debt Securities that, in relation to each
other and to the original tranche of Debt Securities, are (i) identical in all respects except
for their date of issuance or first payment date, and (ii) expressed to be consolidated
and form a single series, and includes the Notes of any Series and any further issuances
of Notes of such Series;
"Uniformly Applicable" as defined in the Conditions;
"virtual meeting" means any meeting held via an electronic platform;
"written resolution" has the meaning given to it in paragraph 4.8; and
"Zero Coupon Obligation" means a Debt Security that does not expressly provide for
the accrual of interest, and includes the former component parts of a Debt Security that
did expressly provide for the accrual of interest if that component part does not itself
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expressly provide for the accrual of interest and, where Notes are held in Euroclear or
Clearstream, Luxembourg or an Alternative Clearing System, references herein to the
deposit or release or surrender of Notes shall be construed in accordance with the usual
practices (including in relation to the blocking of the relevant account) of Euroclear or
Clearstream, Luxembourg or such Alternative Clearing System.
References in this Schedule 2B to a numbered paragraph or paragraphs are to the
paragraphs contained in this Schedule 2B.
2. Modification of Notes
2.1 Reserved Matter Modification
The Conditions and any agreement governing the issuance or administration of the
Notes of any Series (including the Agency Agreement and the Deed of Covenant) may
be modified in relation to a Reserved Matter with the consent of the Issuer and:
2.1.1 the affirmative vote of a holder or holders of not less than 75 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called and quorate meeting of Noteholders of such Series; or
2.1.2 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of not less than 66 2/3 per cent.
of the aggregate principal amount of the Notes of such Series then outstanding.
2.2 Cross-Series Modification (Reserved Matters)
In the case of a Cross-Series Modification, the Conditions of the Notes of a Series and
Debt Securities of any other Relevant Series, and any agreement governing the issuance
or administration of the Notes of a Series (including the Agency Agreement and the
Deed of Covenant) or any other Relevant Series, may be modified in relation to a
Reserved Matter with the consent of the Issuer and:
2.2.1 the affirmative vote of holders of not less than 66 2/3 per cent. of the aggregate
principal amount of the outstanding Debt Securities of all Relevant Series (taken
in the aggregate); or
2.2.2 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of not less than 66 2/3 per cent. of the
aggregate principal amount of the outstanding Debt Securities of all Relevant
Series (taken in the aggregate),
A separate meeting will be called and held, or a separate written resolution signed, or a
separate approval requested by way of an electronic consent, in relation to the proposed
modification of the Notes of a Series and the proposed modification of each other
Relevant Series.
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2.3 Additional provisions relating to Reserved Matters (Cross-Series Modifications)
In the case of a Cross-Series Modification in relation to a Reserved Matter, the
following additional provisions shall apply:
2.3.1 such Cross-Series Modification must be Uniformly Applicable;
2.3.2 any reference to amending the terms and conditions of Debt Securities in the
definition of Uniformly Applicable shall extend to any agreement governing the
issuance or administration thereof (including the Agency Agreement and the
Deed of Covenant);
2.3.3 in order for any Cross-Series Modification under sub-paragraph (b) of the
definition of Uniformly Applicable to be regarded as extending principal
amounts by the same proportion, the result of (y) divided by (x) (rounded to two
decimal places) shall be the same for each Relevant Series, where: (x) is the
original residual maturity under a Relevant Series in effect immediately prior to
the proposed effective date of such exchange, conversion, substitution or
amendment (ignoring any acceleration thereof), expressed as a number of days;
and (y) is the residual maturity thereof in effect immediately following such
proposed effective date, expressed as a number of days;
2.3.4 where no menu of options is offered, any such Cross-Series Modification under
sub-paragraph (c) or (d) of the definition of Uniformly Applicable will not be
considered Uniformly Applicable if, in the case of sub-paragraph (c) of such
definition, each exchanging, converting or substituting holder of Debt Securities
of any Relevant Series, or in the case of sub-paragraph (d) of such definition,
each amending holder of Debt Securities of any Relevant Series, is not offered
the same amount of consideration per amount of principal, the same amount of
consideration per amount of interest accrued but unpaid and the same amount
of consideration per amount of past due interest, respectively, as that offered, in
the case of sub-paragraph (c) of such definition, to each other exchanging,
converting or substituting holder of Debt Securities of any Relevant Series, or
in the case of sub-paragraph (d) of such definition, to each other amending
holder of Debt Securities of any Relevant Series;
2.3.5 where a menu of options is offered, any such Cross-Series Modification under
sub-paragraph (c) or (d) of the definition of Uniformly Applicable will not be
considered Uniformly Applicable if, in the case of sub-paragraph (c) of such
definition, each exchanging, converting or substituting holder of Debt Securities
of any Relevant Series, or in the case of sub-paragraph (d) of such definition,
each amending holder of Debt Securities of any Relevant Series, is not offered
the same amount of consideration per amount of principal, the same amount of
consideration per amount of interest accrued but unpaid and the same amount
of consideration per amount of past due interest, respectively, as that offered, in
the case of sub-paragraph (c) of such definition to each other exchanging,
converting or substituting holder of Debt Securities of any Relevant Series, or
in the case of sub-paragraph (d) of such definition, to each other amending
holder of Debt Securities of any Relevant Series electing the same option under
such menu of options; and
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2.3.6 where a Cross-Series Modification falling within sub-paragraph (a) or (b) of the
definition of Uniformly Applicable is combined with a Cross-Series
Modification falling within sub-paragraph (f) of that definition, those
modifications will not be regarded as being Uniformly Applicable unless the
requirement described in sub-paragraph 2.3.5 above is satisfied in relation to
those combined modifications.
2.4 Non-Reserved Matter Modification
The Conditions of the Notes of a Series and any agreement governing the issuance or
administration of the Notes of a Series (including the Agency Agreement and the Deed
of Covenant) may be modified in relation to any matter other than a Reserved Matter
with the consent of the Issuer and:
2.4.1 the affirmative vote of a holder or holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called meeting of Noteholders of such Series; or
2.4.2 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of more than 50 per cent. of
the aggregate principal amount of the outstanding Notes of such Series.
2.5 Cross-Series Modification (Non-Reserved Matters)
In the case of a Cross-Series Modification, the Conditions of the Notes of a Series and
Debt Securities of any other Relevant Series, and any agreement governing the issuance
or administration of the Notes of a Series (including the Agency Agreement and the
Deed of Covenant) or any other Relevant Series, may be modified in relation to any
matter other than a Reserved Matter with the consent of the Issuer and:
2.5.1 the affirmative vote of holder of more than 50 per cent. of the aggregate
principal amount of the outstanding Debt Securities of all Relevant Series (taken
in the aggregate); or
2.5.2 a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Debt Securities of all Relevant
Series (taken in the aggregate).
A separate meeting will be called and held, or a separate written resolution signed, or a
separate approval requested by way of an electronic consent, in relation to the proposed
modification of the Notes of a Series and the proposed modification of each other
Relevant Series.
2.6 Multiple Currencies, Index-Linked Obligations and Zero-Coupon Obligations
In determining whether a proposed modification has been approved by the requisite
principal amount of Notes of a Series and Debt Securities of one or more other series:
2.6.1 if the modification involves Debt Securities denominated in more than one
currency, the principal amount of each affected Debt Security will be equal to
the amount of euro that could have been obtained on the Record Date for the
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proposed modification with the principal amount of that Debt Security, using
the applicable euro foreign exchange reference rate for the Record Date
published by the European Central Bank;
2.6.2 if the modification involves an Index-Linked Obligation, the principal amount
of each such Index-Linked Obligation will be equal to its adjusted nominal
amount;
2.6.3 if the modification involves a Zero Coupon Obligation that did not formerly
constitute a component part of an Index-Linked Obligation, the principal
amount of each such Zero Coupon Obligation will be equal to its nominal
amount or, if its stated maturity date has not yet occurred, to the present value
of its nominal amount;
2.6.4 if the modification involves a Zero Coupon Obligation that formerly constituted
a component part of an Index-Linked Obligation, the principal amount of each
such Zero Coupon Obligation that formerly constituted the right to receive:
(i) a non-index-linked payment of principal or interest will be equal to its
nominal amount or, if the stated maturity date of the non-index-linked
payment has not yet occurred, to the present value of its nominal amount;
and
(ii) an index-linked payment of principal or interest will be equal to its
adjusted nominal amount or, if the stated maturity date of the index-
linked payment has not yet occurred, to the present value of its adjusted
nominal amount; and
2.6.5 for purposes of this paragraph 2.6:
(i) the adjusted nominal amount of any Index-Linked Obligation and any
component part of an Index-Linked Obligation is the amount of the
payment that would be due on the stated maturity date of that Index-
Linked Obligation or component part if its stated maturity date was the
Record Date for the proposed modification, based on the value of the
related index on the Record Date published by or on behalf of the Issuer
or, if there is no such published value, on the interpolated value of the
related index on the Record Date determined in accordance with the
terms and conditions of the Index-Linked Obligation, but in no event
will the adjusted nominal amount of such Index-Linked Obligation or
component part be less than its nominal amount unless the terms and
conditions of the Index-Linked Obligation provide that the amount of
the payment made on such Index-Linked Obligation or component part
may be less than its nominal amount; and
(ii) the present value of a Zero Coupon Obligation is determined by
discounting the nominal amount (or, if applicable, the adjusted nominal
amount) of that Zero Coupon Obligation from its stated maturity date to
the Record Date at the specified discount rate using the applicable
market day-count convention, where the specified discount rate is:
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(A) if the Zero Coupon Obligation was not formerly a component
part of a Debt Security that expressly provided for the accrual of
interest, the yield to maturity of that Zero Coupon Obligation at
issuance or, if more than one tranche of that Zero Coupon
Obligation has been issued, the yield to maturity of that Zero
Coupon Obligation at the arithmetic average of all the issue
prices of all the Zero Coupon Obligations of that series of Zero
Coupon Obligations weighted by their nominal amounts; and
(B) if the Zero Coupon Obligation was formerly a component part of
a Debt Security that expressly provided for the accrual of interest:
(1) the coupon on that Debt Security if that Debt Security
can be identified; or
(2) if such Debt Security cannot be identified, the arithmetic
average of all the coupons on all of the Issuer's Debt
Securities (weighted by their principal amounts) referred
to below that have the same stated maturity date as the
zero coupon obligation to be discounted, or, if there is no
such Debt Security, the coupon interpolated for these
purposes on a linear basis using all of the Issuer's Debt
Securities (weighted by their principal amounts) referred
to below that have the two closest maturity dates to the
maturity date of the Zero Coupon Obligation to be
discounted, where the Debt Securities to be used for this
purpose are all of the Issuer's Index-Linked Obligations
if the Zero Coupon Obligation to be discounted was
formerly a component part of an Index-Linked
Obligation and all of the Issuer's Debt Securities (Index-
Linked Obligations and Zero Coupon Obligations
excepted) if the Zero Coupon Obligation to be discounted
was not formerly a component part of an Index-Linked
Obligation, and in either case are denominated in the
same currency as the Zero Coupon Obligation to be
discounted.
2.7 Outstanding Notes
In determining how many Notes are outstanding or whether holders of the requisite
principal amount of outstanding Notes of a Series have voted in favour of a proposed
modification or whether a quorum (whether or not required) is present at any meeting
of Noteholders of a Series called to vote on a proposed modification, a Note of a Series
will be deemed to be not outstanding, and may not be voted for or against a proposed
modification or counted in determining whether a quorum is present, if, on the Record
Date for the proposed modification:
2.7.1 the Note has previously been cancelled or delivered for cancellation or held for
reissuance but not reissued;
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2.7.2 the Note has previously been called for redemption in accordance with its terms
or previously become due and payable at maturity or otherwise and the Issuer
has previously satisfied its obligation to make all payments due in respect of the
Note in accordance with its terms;
2.7.3 the Note has become void or claims in respect of the Note have become
prescribed;
2.7.4 the Note is a Global Note Certificate which has been exchanged for an
Individual Note Certificate pursuant to its provisions; or
2.7.5 the Note is held by the Issuer, by a department, ministry or agency of the Issuer,
or by a corporation, trust or other legal entity that is controlled by the Issuer or
a department, ministry or agency of the Issuer and, in the case of a Note held by
any such above-mentioned corporation, trust or other legal entity, the holder of
the Note does not have autonomy of decision, where:
(i) the holder of a Note for these purposes is the entity legally entitled to
vote the Note for or against a proposed modification or, if different, the
entity whose consent or instruction is by contract required, directly or
indirectly, for the legally entitled holder to vote the Note for or against
a proposed modification; and
(ii) a corporation, trust or other legal entity is controlled by the Issuer or by
a department, ministry or agency of the Issuer if the Issuer or any
department, ministry or agency of the Issuer has the power, directly or
indirectly, through the ownership of voting securities or other ownership
interests, by contract or otherwise, to direct the management of, or elect
or appoint a majority of, the board of directors or other persons
performing similar functions in lieu of, or in addition to, the board of
directors of that legal entity.
For the purposes of this paragraph 2.7.5, the holder of a Note has autonomy of
decision if, under applicable law, rules or regulations and independent of any
direct or indirect obligation the holder may have in relation to the Issuer:
(a) the holder may not, directly or indirectly, take instruction from the Issuer
on how to vote on a proposed modification; or
(b) the holder, in determining how to vote on a proposed modification, is
required to act in accordance with an objective prudential standard, in
the interest of all of its stakeholders or in the holder's own interest; or
(c) the holder owes a fiduciary or similar duty to vote on a proposed
modification in the interest of one or more persons other than a person
whose holdings of Notes (if that person then held any Notes) would be
deemed to be not outstanding under this paragraph 2.7.
2.8 Outstanding Debt Securities
In determining whether holders of the requisite principal amount of outstanding Debt
Securities of another series have voted in favour of a proposed Cross-Series
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Modification or whether a quorum is present at any meeting of the holders of such Debt
Securities called to vote on a proposed Cross-Series Modification, an affected Debt
Security will be deemed to be not outstanding, and may not be voted for or against a
proposed Cross-Series Modification or counted in determining whether a quorum is
present, in accordance with the applicable terms and conditions of that Debt Security.
2.9 Entities having autonomy of decision
For transparency purposes, the Issuer will publish, promptly following the Issuer's
formal announcement of any proposed modification of the Notes of any Series, but in
no event less than 10 days prior to the Record Date for the proposed modification, a list
identifying each corporation, trust or other legal entity that, for purposes of paragraph
2.7.5:
2.9.1 is then controlled by the Issuer or by a department, ministry or agency of the
Issuer;
2.9.2 has, in response to an enquiry from the Issuer, reported to the Issuer that it is
then the holder of one or more Notes; and
2.9.3 does not have autonomy of decision in respect of its holdings of the relevant
Notes.
2.10 Exchange and Conversion
Any duly approved modification of the Conditions of the Notes of a Series may be
implemented by means of a mandatory exchange or conversion of the Notes of such
Series for new Debt Securities containing the modified terms and conditions if the
proposed exchange or conversion is notified to Noteholders of such Series prior to the
Record Date for the proposed modification. Any conversion or exchange undertaken to
implement a duly approved modification will be binding on all Noteholders of such
Series.
3. Tabulation Agent
3.1 Appointment and Responsibility
The Issuer will appoint a person (the "Tabulation Agent") to calculate whether a
proposed modification has been approved by the requisite principal amount of
outstanding Notes of a Series and, in the case of a Cross-Series Modification, by the
requisite principal amount of outstanding Debt Securities of the Relevant Series. In the
case of a Cross-Series Modification, the same person will be appointed as the
Tabulation Agent for the proposed modification of the Notes of a Series and each other
Relevant Series.
3.2 Certificate
The Issuer will provide to the Tabulation Agent and publish, prior to the date of any
meeting called to vote on a proposed modification or the date fixed by the Issuer for the
signing of a written resolution in relation to a proposed modification, a certificate:
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3.2.1 listing the total principal amount of Notes of the relevant Series and, in the case
of a Cross-Series Modification, Debt Securities of each other Relevant Series
outstanding on the Record Date for purposes of paragraph 2.7;
3.2.2 specifying the total principal amount of Notes of the relevant Series and, in the
case of a Cross-Series Modification, Debt Securities of each other Relevant
Series that are deemed under paragraph 2.7.5 to be not outstanding on the
Record Date; and
3.2.3 identifying the holders of the Notes of the relevant Series and, in the case of a
Cross-Series Modification, Debt Securities of each other Relevant Series,
referred to in paragraph 3.2.2, determined, if applicable, in accordance with the
provisions of paragraph 2.6.
3.3 Reliance
The Tabulation Agent may rely on any information contained in the certificate provided
by the Issuer, and that information will be conclusive and binding on the Issuer and the
Noteholders of the relevant Series unless:
3.3.1 an affected Noteholder of such Series delivers a substantiated written objection
to the Issuer in relation to the certificate before the vote on a proposed
modification or the signing of a written resolution in relation to a proposed
modification; and
3.3.2 that written objection, if sustained, would affect the outcome of the vote taken
or the written resolution signed in relation to the proposed modification.
In the event a substantiated written objection is timely delivered, any information relied
on by the Tabulation Agent will nonetheless be conclusive and binding on the Issuer
and affected Noteholders of such Series if:
(a) the objection is subsequently withdrawn;
(b) the Noteholder of such series that delivered the objection does not commence
legal action in respect of the objection before a court of competent jurisdiction
within 15 days of the publication of the results of the vote taken or the written
resolution signed in relation to the proposed modification; or
(c) a court of competent jurisdiction subsequently rules either that the objection is
not substantiated or would not in any event have affected the outcome of the
vote taken or the written resolution signed in relation to the proposed
modification.
3.4 Publication
The Issuer will arrange for the publication of the results of the calculations made by the
Tabulation Agent in relation to a proposed modification promptly following the
meeting called to consider that modification or, if applicable, the date fixed by the
Issuer for signing a written resolution in respect of that modification.
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3.5 No Liability
All notifications, opinions, determinations, certificates, calculations quotations and
decisions expressed, made or obtained for the purposes of this Section 3 by the
Tabulation Agent will (in the absence of manifest error) be binding on the Issuer and
the Noteholders and (subject as aforesaid) no liability to any such person will attach to
the Tabulation Agent in connection with the exercise or non-exercise by it of its powers,
duties and discretions for such purposes.
4. Noteholder Meetings; Written Resolutions
4.1 General
The provisions set out below, and any additional rules adopted and published by the
Issuer, will, to the extent consistent with the provisions set out below, apply to any
meeting of Noteholders of any Series called to vote on a proposed modification and to
any written resolution adopted in connection with a proposed modification. Any action
contemplated in this paragraph 4 to be taken by the Issuer may instead be taken by an
agent acting on behalf of the Issuer.
4.2 Convening Meetings
A meeting of Noteholders of a Series:
4.2.1 may be convened by the Issuer at any time; and
4.2.2 will be convened by the Issuer if an Event of Default in relation to the Notes has
occurred and is continuing and a meeting is requested in writing by the holders
of not less than 10 per cent. of the aggregate principal amount of the Notes of
the relevant Series then outstanding.
Any such meeting may be conducted by electronic means or by other means customary
at the time, and may not necessarily require two or more persons to be physically
present in the same location. Any reference to the 'venue' for a meeting or any other
similar terms connoting a meeting in person, shall be construed by reference to the
equivalent necessary to facilitate a meeting through electronic means or by other
customary means at such time.
4.3 Notice of Meetings
The notice convening a meeting of Noteholders of a Series will be published by the
Issuer at least 21 days prior to the date of the meeting or, in the case of an adjourned
meeting, at least 14 days prior to the date of the adjourned meeting. The notice will:
4.3.1 state the time, date and venue of the meeting (or the details of the electronic
platform to be used in the case of a virtual meeting). With respect to a virtual
meeting, each such notice shall set out such other and further details as are
required under paragraph 6;
4.3.2 set out the agenda and quorum (if any) for, and the text of any resolutions
proposed to be adopted at, the meeting;
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4.3.3 specify the Record Date for the meeting, being not more than five Business
Days before the date of the meeting, and the documents required to be produced
by a Noteholder in order to be entitled to participate in the meeting;
4.3.4 state whether paragraph 2.2 (Cross-Series Modification (Reserved Matter)) or
2.5 (Cross-Series Modification (Non-Reserved Matter)) shall apply and, if
relevant, in relation to which other series of Debt Securities it applies;
4.3.5 state if the proposed modification relates to two or more series of Debt
Securities issued by it and contemplates aggregation in more than one group of
debt securities and, if so, a description of the proposed treatment of each such
group of Debt Securities;
4.3.6 include the form of instrument to be used to appoint a proxy to act on a
Noteholder's behalf;
4.3.7 set out any additional rules adopted by the Issuer for the convening and holding
of the meeting; and
4.3.8 identify the person appointed as the Tabulation Agent for any proposed
modification to be voted on at the meeting.
4.4 Cancellation of meeting
A meeting that has been validly convened in accordance with paragraph 4.2, may be
cancelled by the person who convened such meeting by giving at least seven days'
notice (exclusive of the day on which the notice is given and of the day of the meeting)
to the Noteholders. Any meeting cancelled in accordance with this paragraph 4.4 shall
be deemed not to have been convened.
4.5 Chair
The chair of any meeting of Noteholders of a Series will be appointed:
4.5.1 by the Issuer; or
4.5.2 if the Issuer fails to appoint a chair or the person nominated by the Issuer is not
present at the meeting, by holders of more than 50 per cent. of the aggregate
principal amount of the Notes of the relevant Series then outstanding
represented at the meeting.
4.6 Quorum
No business will be transacted at any meeting in the absence of a quorum other than the
choosing of a chair if one has not been appointed by the Issuer. The quorum at any
meeting at which Noteholders of any Series will vote on a proposed modification to, or
a proposed modification of:
4.6.1 a Reserved Matter under paragraph 2.1 will be one or more persons present or
represented at the meeting and holding not less than 66 2/3 per cent. of the
aggregate principal amount of the Notes of such Series then outstanding; and
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4.6.2 a matter other than a Reserved Matter under paragraph 2.4 will be one or more
persons present or represented at the meeting and holding not less than 50 per
cent. of the aggregate principal amount of the Notes of such Series then
outstanding.
This paragraph 4.6 shall not apply in relation to any Cross-Series Modification voted
pursuant to paragraphs 2.2 or 2.5.
4.7 Adjourned Meetings
Where a meeting is subject to a quorum pursuant to paragraph 4.6, if a quorum is not
present within 30 minutes of the time appointed for a meeting, the meeting may be
adjourned for a period of not more than 42 days and not less than 14 days as determined
by the chair of the meeting. The quorum for any adjourned meeting will be one or more
persons present and holding:
4.7.1 not less than 66 2/3 per cent. of the aggregate principal amount of the Notes of
the relevant Series then outstanding in the case of a proposed Reserved Matter
modification voted under paragraph 2.1; and
4.7.2 not less than 25 per cent. of the aggregate principal amount of the Notes of the
relevant Series then outstanding in the case of a non-Reserved Matter
modification voted under paragraph 2.4.
This paragraph 4.7 shall not apply in relation to any Cross-Series Modification voted
pursuant to paragraphs 2.2 or 2.5.
4.8 Written Resolutions
A written resolution signed by or on behalf of holders of the requisite majority of the
Notes of a Series will be valid for all purposes as if it was a resolution passed at a
meeting of Noteholders of such Series duly convened and held in accordance with these
provisions. A written resolution may be set out in one or more documents in like form
each signed by or on behalf of one or more Noteholders of such Series.
4.9 Entitlement to Vote
Any person who is a holder of an outstanding Note of a Series on the Record Date for
a proposed modification, and any person duly appointed as a proxy by a holder of an
outstanding Note of a Series on the Record Date for a proposed modification, will be
entitled to vote on the proposed modification at a meeting of Noteholders of such Series
and to sign a written resolution with respect to the proposed modification.
4.10 Voting
Every proposed modification will be submitted to a vote of the holders of outstanding
Notes of the relevant Series represented at a duly called meeting or to a vote of the
holders of all outstanding Notes of the relevant Series by means of a written resolution
without need for a meeting. A holder may cast votes on each proposed modification
equal in number to the principal amount of the holder's outstanding Notes of such
Series.
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For these purposes:
4.10.1 in the case of a Cross-Series Modification involving Debt Securities
denominated in more than one currency, the principal amount of each Debt
Security will be determined in accordance with paragraph 2.6.1;
4.10.2 in the case of a Cross-Series Modification involving an Index-Linked
Obligation, the principal amount of each such Index-Linked Obligation will be
determined in accordance with paragraph 2.6.2;
4.10.3 in the case of a Cross-Series Modification involving a Zero Coupon Obligation
that did not formerly constitute a component part of an Index-Linked
Obligation, the principal amount of each such Zero Coupon Obligation will be
determined in accordance with paragraph 2.6.3; and
4.10.4 in the case of a Cross-Series Modification involving a Zero Coupon Obligation
that did formerly constitute a component part of an Index-Linked Obligation,
the principal amount of each such Zero Coupon Obligation will be determined
in accordance with paragraph 2.6.4.
4.11 Proxies
4.11.1 A holder of a Note may, by an instrument in writing in the form available from
the specified office of the Registrar (or such other agent or Tabulation Agent
appointed by the Issuer for such purposes) in the English language executed by
or on behalf of the holder and delivered to the Registrar (or such other agent as
applicable) at least 48 hours before the time fixed for a meeting, appoint any
person (a "proxy") to act on his behalf in connection with that meeting. A proxy
need not be a Noteholder.
4.11.2 A corporation which holds a Note may deliver to the Registrar (or such other
agent as applicable) at least 48 hours before the time fixed for a meeting a
certified copy of a resolution of its directors or other governing body (with, if it
is not in English, a certified translation into English) authorising any person to
act as its representative (a "representative") in connection with that meeting.
4.11.3 Proxies and sub-proxies entered into under paragraphs 4.11 may not be revoked
less than 48 hours before the time fixed for the meeting.
4.12 Legal Effect and Revocation of a Proxy
A proxy duly appointed in accordance with the above provisions will, subject to
paragraph 2.7 and for so long as that appointment remains in force, be deemed to be
(and the person who appointed that proxy will be deemed not to be) the holder of the
Notes to which that appointment relates, and any vote cast by a proxy will be valid,
notwithstanding the prior revocation or amendment of the appointment of that proxy,
unless the Issuer has received notice or has otherwise been informed of the revocation
or amendment at least 48 hours before the time fixed for the commencement of the
meeting at which the proxy intends to cast its vote or, if applicable, the signing of a
written resolution.
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4.13 Binding Effect
A resolution duly passed at a meeting of holders convened and held in accordance with
these provisions, and a written resolution duly signed by the requisite majority of
Noteholders of a Series, will be binding on all Noteholders of such Series, whether or
not the holder was present at the meeting, voted for or against the resolution or signed
the written resolution.
4.14 Manifest Error, Technical Amendments, etc.
Notwithstanding anything to the contrary herein, the terms and conditions of the Notes
of a Series and any agreement governing the issuance or administration of the Notes of
a Series (including the Agency Agreement and the Deed of Covenant) may be modified
by the Issuer without the consent of Noteholders of such Series:
4.14.1 to correct a manifest error or cure an ambiguity; or
4.14.2 if the modification is of a formal or technical nature or for the benefit of
Noteholders of such Series.
The Issuer will publish the details of any modification of the Notes of a Series made
pursuant to this paragraph 4.14 within 10 days of the modification becoming legally
effective.
4.15 Publication
The Issuer will, without undue delay, publish all duly adopted resolutions and written
resolutions.
5. Publication
5.1 Notices and Other Matters
The Issuer will publish all notices and other matters required to be published pursuant
to the above provisions in accordance with the Conditions of the Notes:
5.1.1 on the Issuer's website for financial notices;
5.1.2 through Euroclear, Clearstream, Luxembourg or any Alternate Clearing
System, as the case may be; and
5.1.3 in such other places, including in the Issuer's official gazette, and in such other
manner as may be required by applicable law or regulation.
6. Additional provisions applicable to Virtual Meetings
6.1 The Issuer may decide to hold a virtual meeting and, in such case, shall provide details
of the means for Noteholders or their proxies or representatives to attend and participate
in the meeting, including the electronic platform to be used.
6.2 The Issuer or the chair may make any arrangement and impose any requirement or
restriction as is necessary to ensure the identification of those entitled to take part in the
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virtual meeting and the security of the electronic platform. All documentation that is
required to be passed between persons present at the virtual meeting (in whatever
capacity) shall be communicated by email.
6.3 All resolutions put to a virtual meeting shall be voted on by a poll in accordance with
paragraph 4.10 above and such poll votes may be cast by such means as the Issuer
considers appropriate for the purposes of the virtual meeting.
6.4 Persons seeking to attend or participate in a virtual meeting shall be responsible for
ensuring that they have access to the facilities (including, without limitation, IT
systems, equipment and connectivity) which are necessary to enable them to do so.
6.5 In determining whether persons are attending or participating in a virtual meeting, it is
immaterial whether any two or more members attending it are in the same physical
location as each other or how they are able to communicate with each other.
6.6 Two or more persons who are not in the same physical location as each other attend a
virtual meeting if their circumstances are such that if they have (or were to have) rights
to speak or vote at that meeting, they are (or would be) able to exercise them.
6.7 The Issuer may make whatever arrangements they consider appropriate to enable those
attending a virtual meeting to exercise their rights to speak or vote at it.
6.8 A person is able to exercise the right to speak at a virtual meeting when that person is
in a position to communicate to all those attending the meeting, during the meeting, as
contemplated by the relevant provisions of this Schedule.
6.9 A person is able to exercise the right to vote at a virtual meeting when:
6.9.1 that person is able to vote, during the meeting, on resolutions put to the vote at
the meeting; and
6.9.2 that person's vote can be taken into account in determining whether or not such
resolutions are passed at the same time as the votes of all the other persons
attending the meeting who are entitled to vote at such meeting.
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SCHEDULE 3
THE SPECIFIED OFFICES OF THE AGENTS
The Fiscal Agent:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Email address:
[email protected]
Attention: Agency & Trust – MTN Issuance
Email address:
[email protected]
Attention: Agency & Trust – Principal Paying Agent
The Registrar:
Citibank Europe plc
1 North Wall Quay
Dublin 1
Ireland
Email address:
[email protected]
Attention: Agency & Trust - Registrar
The other Paying Agent:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
The Transfer Agent:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Email address:
[email protected]
Attention: Agency & Trust – Transfer Agent
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The Calculation Agent:
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Email address:
[email protected]
Attention: Agency & Trust – Calculation Agent
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SCHEDULE 4
FORM OF CALCULATION AGENT APPOINTMENT LETTER
[On letterhead of the Issuer]
[for use if the Calculation Agent is not a Dealer]
[Date]
[Name of Calculation Agent]
[Address]
To: [ ]
The Republic of Estonia
Euro Medium Term Note Programme
We refer to the issue and paying agency agreement dated [date] entered into in respect of the
above Euro Medium Term Note Programme (as amended or supplemented from time to time,
the "Agency Agreement") between ourselves as Issuer, Citibank, N.A., London Branch as
Fiscal Agent and certain other financial institutions named therein, a copy of which has been
supplied to you by us.
All terms and expressions which have defined meanings in the Agency Agreement shall have
the same meanings when used herein.
EITHER
[We hereby appoint you as Calculation Agent at your specified office detailed in the
Confirmation as our agent in relation to [specify relevant Series of Notes] (the "Notes") upon
the terms of the Agency Agreement for the purposes specified in the Agency Agreement and
in the Conditions and all matters incidental thereto.]
OR
[We hereby appoint you as Calculation Agent at your specified office detailed in the
Confirmation set out below as our agent in relation to each Series of Notes in respect of which
you are named as Calculation Agent in the relevant Pricing Supplement upon the terms of the
Agency Agreement and (in relation to each such Series of Notes) in the Conditions and all
matters incidental thereto.]
We hereby agree that, notwithstanding the provisions of the Agency Agreement or the
Conditions, your appointment as Calculation Agent may only be revoked in accordance with
Clause 14.2 (Revocation) thereof if you have been negligent in the exercise of your obligations
thereunder or have failed to exercise or perform your obligations thereunder.
Please complete and return to us the Confirmation on the copy of this letter duly signed by an
authorised signatory confirming your acceptance of this appointment.
This letter and any non-contractual obligations arising out of or in connection with it are
governed by English law and the provisions of Clause 16 (Governing Law and Arbitration) of
the Agency Agreement shall apply to this letter as if set out herein in full.
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A person who is not a party to the agreement described in this letter has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement.
THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE
By:
FORM OF CONFIRMATION
EITHER
We hereby accept our appointment as Calculation Agent of the Issuer in relation to the Notes,
and shall perform all matters expressed to be performed by the Calculation Agent in, and shall
otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in
connection therewith, shall take all such action as may be incidental thereto.
OR
We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series
of Notes in respect of which we are named as Calculation Agent in the relevant Pricing
Supplement, and shall perform all matters expressed to be performed by the Calculation Agent
in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions
and the provisions of the Agency Agreement and, in connection therewith, shall take all such
action as may be incidental thereto.
For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our
specified office and communication details are as follows:
Address: [ ]
Email: [ ]
Attention: [ ]
[Calculation Agent]
By:
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Date:
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SCHEDULE 5
FORM OF PUT OPTION NOTICE
[If the relevant Notes are in global form the notice of the exercise of the put option contained
in Condition 9(e) (Redemption at the option of the Noteholders) should be submitted in
accordance with the applicable rules and procedures of Euroclear, Clearstream, Luxembourg
and/or other relevant clearing systems (as the case may be) and if possible, the relevant
interests in the relevant Global Note Certificate should be blocked to the satisfaction of the
relevant Paying Agent.]
To: [Paying Agent]
The Republic of Estonia
Euro Medium Term Note Programme
PUT OPTION NOTICE*
By depositing this duly completed Notice with the above Paying Agent in relation to [specify
relevant Series of Notes] (the "Notes") in accordance with Condition 9(e)(Redemption at the
option of Noteholders), the undersigned Holder of the principal amount of Notes specified
below and evidenced by the Individual Note Certificate(s) referred to below and presented with
this Put Option Notice exercises its option to have such Notes redeemed in accordance with
Condition 9(e) (Redemption at the option of Noteholders) on [date].
This Notice relates to Note(s) in the aggregate principal amount of [currency]…………………
evidenced by Individual Note Certificates bearing the following serial numbers:
......................................................................
......................................................................
......................................................................
Payment should be made by [complete and delete as appropriate]:
[currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee]
and mailed at the payee's risk by uninsured airmail post to [name of addressee] at
[addressee's address].]
OR
transfer to [details of the relevant account maintained by the payee] with [name and
address of the relevant bank].]
* For notes in individual note certificate form, the Put Option Notice, duly completed and executed, should be
deposited at the specified office of any Paying Agent. The Individual Note Certificate relating thereto and
maturing after the date fixed for redemption should be deposited with the Put Option Notice.
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If the Individual Note Certificates referred to above are to be returned to the undersigned in
accordance with the Conditions and the Agency Agreement relating to the Notes, they should
be returned by post to:
......................................................................
......................................................................
......................................................................
The undersigned acknowledges that any Individual Note Certificates so returned will be sent
by uninsured airmail post at the risk of the registered Holder.
Name of Holder: ......................................................................
Signature of Holder: ......................................................................
All notices and communications relating to this Put Option Notice should be sent to the address
specified below.
Name of Holder: ......................................................................
Contact details: ......................................................................
......................................................................
......................................................................
Signature of Holder: ......................................................................
Date: ......................................................................
[To be completed by Paying Agent:]
Received by:.................................................
[Signature and stamp of Paying Agent:]
At its office at ..............................................
......................................................................
On ................................................................
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THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS
REQUIRING COMPLETION HAVE BEEN DULY COMPLETED.
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SCHEDULE 6
FORM PUT OPTION NOTICE
[If the relevant Notes are in global form the notice of the exercise of the Put Option in Condition
9(e) (Redemption at the option of Noteholders) should be submitted in accordance with the
applicable rules and procedures of Euroclear, Clearstream, Luxembourg and/or other relevant
clearing systems (as the case may be) and if possible, the relevant interests in the relevant
Global Note should be blocked to the satisfaction of the relevant Paying Agent.]
To: [Paying Agent]
The Republic of Estonia
Euro Medium Term Note Programme
PUT OPTION NOTICE*
By depositing this duly completed Notice with the above Paying Agent in relation to [specify
relevant Series of Notes] (the "Notes") in accordance with Condition 9(e) (Redemption at the
option of Noteholders), the undersigned Holder of the principal amount of Notes specified
below and evidenced by the Individual Note Certificate(s) referred to below and presented with
this Put Option Notice exercises its option to have such Notes redeemed in accordance with
Condition 9(e) (Redemption at the option of Noteholders) on [date].
This Notice relates to Note(s) in the aggregate principal amount of [currency]…………………
evidenced by Individual Note Certificates bearing the following serial numbers:
......................................................................
......................................................................
......................................................................
Payment should be made by [complete and delete as appropriate]:
[currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee]
and mailed at the payee's risk by uninsured airmail post to [name of addressee] at
[addressee's address].]
OR
transfer to [details of the relevant account maintained by the payee] with [name and
address of the relevant bank].]
* For notes in individual note certificate form, the Put Option Notice, duly completed and executed, should be
deposited at the specified office of any Paying Agent. The Individual Note Certificate relating thereto and
maturing after the date fixed for redemption should be deposited with the Put Option Notice.
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OPTION (INDIVIDUAL NOTE CERTIFICATES) - [complete/delete as applicable]
If the Individual Note Certificates referred to above are to be returned to the undersigned in
accordance with the Conditions and the Agency Agreement relating to the Notes, they should
be returned by post to:
......................................................................
......................................................................
......................................................................
The undersigned acknowledges that any Individual Note Certificates so returned will be sent
by uninsured airmail post at the risk of the registered Holder.
Name of Holder: ......................................................................
Signature of Holder: ......................................................................
[END OF OPTION]
All notices and communications relating to this Put Option Notice should be sent to the address
specified below.
Name of Holder: ......................................................................
Contact details: ......................................................................
......................................................................
......................................................................
Signature of Holder: ......................................................................
Date: ......................................................................
[To be completed by Paying Agent:]
Received by:.................................................
[Signature and stamp of Paying Agent:]
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At its office at ..............................................
......................................................................
On ................................................................
THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS
REQUIRING COMPLETION HAVE BEEN DULY COMPLETED.
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SCHEDULE 7
FORM OF PUT OPTION RECEIPT
The Republic of Estonia
Euro Medium Term Note Programme
PUT OPTION RECEIPT†
We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of
Notes] (the "Notes") having the principal amount specified below and evidenced by the
Individual Note Certificate(s) referred to below. We will hold such Individual Note
Certificate(s) in accordance with the terms of the Conditions of the Notes and the Agency
Agreement dated [date] relating thereto.
In the event that, pursuant to such Conditions and the Agency Agreement, the Noteholder
becomes entitled to the return of such Individual Note Certificate(s), we will return such
Individual Note Certificate(s) to the Noteholder by uninsured post to, and at the risk of, the
Noteholder at such address as may have been given by such Noteholder in the relevant Put
Option Notice.
Certificate Number Denomination
...................................................................... ......................................................................
...................................................................... ......................................................................
...................................................................... ......................................................................
END OF OPTIONS
Dated: [date]
CITIBANK, N.A., LONDON BRANCH
By: ..............................................................
duly authorised
† A Receipt will only be issued in the case of deposit of an Individual Note Certificate.
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SCHEDULE 8
REGULATIONS CONCERNING TRANSFERS AND REGISTRATION OF NOTES
1. Subject to paragraph 4 and paragraph 11 below, Notes may be transferred by execution
of the relevant form of transfer under the hand of the transferor or, where the transferor
is a corporation, under its common seal or under the hand of two of its officers duly
authorised in writing. Where the form of transfer is executed by an attorney or, in the
case of a corporation, under seal or under the hand of two of its officers duly authorised
in writing, a copy of the relevant power of attorney certified by a financial institution
in good standing or a notary public or in such other manner as the Registrar may require
or, as the case may be, copies certified in the manner aforesaid of the documents
authorising such officers to sign and witness the affixing of the seal must be delivered
with the form of transfer. In this Schedule, "transferor" shall, where the context
permits or requires, include joint transferors and shall be construed accordingly.
2. The Note Certificate issued in respect of the Notes to be transferred must be surrendered
for registration, together with the form of transfer (including any certification as to
compliance with restrictions on transfer included in such form of transfer) endorsed
thereon, duly completed and executed, at the Specified Office of the Registrar or any
Transfer Agent, and together with such evidence as the Registrar or (as the case may
be) the relevant Transfer Agent may reasonably require to prove the title of the
transferor and the authority of the persons who have executed the form of transfer. The
signature of the person effecting a transfer of a Registered Note shall conform to any
list of duly authorised specimen signatures supplied by the Holder of such Note or be
certified by a financial institution in good standing, notary public or in such other
manner as the Registrar or such Transfer Agent may require.
3. No Noteholder may require the transfer of a Registered Note to be registered during the
period of [15] calendar days ending on the due date for any payment of principal or
interest in respect of such Note.
4. No Noteholder which has executed a Form of Proxy in relation to a Meeting of Holders
of Notes may require the transfer of a Note covered by such Form of Proxy to be
registered until the earlier of the conclusion of the Meeting and its adjournment for
want of a quorum.
5. The executors or administrators of a deceased Holder of a Registered Note (not being
one of several joint Holders) and, in the case of the death of one or more of several joint
Holders, the survivor or survivors of such joint Holders, shall be the only persons
recognised by the Issuer as having any title to such Registered Note.
6. Any person becoming entitled to any Notes in consequence of the death or bankruptcy
of the Holder of such Notes may, upon producing such evidence that he holds the
position in respect of which he proposes to act under this paragraph or of his title as the
Registrar or the relevant Transfer Agent may require (including legal opinions), become
registered himself as the Holder of such Notes or, subject to the provisions of these
Regulations, the Notes and the Conditions as to transfer, may transfer such Notes. The
Issuer, the Transfer Agents, the Registrar and the Paying Agents shall be at liberty to
retain any amount payable upon the Notes to which any person is so entitled until such
person is so registered or duly transfers such Notes.
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7. Unless otherwise required by him and agreed by the Issuer and the Registrar, the Holder
of any Notes shall be entitled to receive only one Note Certificate in respect of his
holding.
8. The joint Holders of any Registered Note shall be entitled to one Note Certificate only
in respect of their joint holding which shall, except where they otherwise direct, be
delivered to the joint Holder whose name appears first in the Register in respect of the
joint holding.
9. Where there is more than one transferee (to hold other than as joint Holders), separate
forms of transfer (obtainable from the Specified Office of the Registrar or any Transfer
Agent) must be completed in respect of each new holding.
10. A Holder of Notes may transfer all or part only of his holding of Notes provided that
both the principal amount of Notes transferred and the principal amount of the balance
not transferred are a Specified Denomination. Where a Holder of Notes has transferred
part only of his holding of Notes, a new Note Certificate in respect of the balance of
such holding will be delivered to him.
11. The Issuer, the Transfer Agents and the Registrar shall, save in the case of the issue of
replacement Notes pursuant to Condition 14 (Replacement of Notes), make no charge
to the Holders for the registration of any holding of Notes or any transfer thereof or for
the issue of any Notes or for the delivery thereof at the Specified Office of any Transfer
Agent or the Registrar or by uninsured post to the address specified by the Holder, but
such registration, transfer, issue or delivery shall be effected against such indemnity
from the Holder or the transferee thereof as the Registrar or the relevant Transfer Agent
may require in respect of any tax or other duty of whatever nature which may be levied
or imposed in connection with such registration, transfer, issue or delivery.
12. Provided a transfer of a Registered Note is duly made in accordance with all applicable
requirements and restrictions upon transfer and the Note(s) transferred are presented to
a Transfer Agent and or the Registrar in accordance with the Agency Agreement and
these Regulations, and subject to unforeseen circumstances beyond the control of such
Transfer Agent or the Registrar arising, such Transfer Agent or the Registrar will,
within five business days of the request for transfer being duly made, deliver at its
Specified Office to the transferee or despatch by uninsured post (at the request and risk
of the transferee) to such address as the transferee entitled to the Notes in relation to
which such Note Certificate is issued may have specified, a Note Certificate in respect
of which entries have been made in the Register, all formalities complied with and the
name of the transferee completed on the Note Certificate by or on behalf of the Registrar;
and, for the purposes of this paragraph, "business day" means a day on which
commercial banks are open for business (including dealings in foreign currencies) in
the cities in which the Registrar and (if applicable) the relevant Transfer Agent have
their respective Specified Offices.
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SCHEDULE 9
PART A
FORM OF GLOBAL NOTE CERTIFICATE
[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION UNDER THE SECURITIES ACT.]
The Republic of Estonia
Euro Medium Term Note Programme
GLOBAL NOTE CERTIFICATE
1. INTRODUCTION
1.1 The Notes
This Global Note Certificate is issued in respect of the notes (the "Notes") of The
Republic of Estonia (the "Issuer") described in the Pricing Supplement (the "Pricing
Supplement") a copy of which is annexed hereto. The Notes:
1.1.1 Deed of Covenant: (insofar as they are represented by this Global Note
Certificate) have the benefit of a deed of covenant dated [date] (the "Deed of
Covenant") [each] executed by the Issuer; and
1.1.2 Agency Agreement: are the subject of an agency agreement dated [date] (as
amended or supplemented from time to time, the "Agency Agreement") made
between the Issuer, Citibank Europe plc as registrar (the "Registrar", which
expression includes any successor registrar appointed from time to time in
connection with the Notes), Citibank, N.A., London Branch as fiscal agent and
the other paying agents and the transfer agents named therein.
1.2 Construction
All references in this Global Note Certificate to an agreement, instrument or other
document (including the Agency Agreement and the Deed of Covenant) shall be
construed as a reference to that agreement, instrument or other document as the same
may be amended, supplemented, replaced or novated from time to time provided that,
in the case of any amendment, supplement, replacement or novation made after the date
hereof, it is made in accordance with the Conditions. Headings and sub-headings are
for ease of reference only and shall not affect the construction of this Global Note
Certificate.
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1.3 References to Conditions
Any reference herein to the "Conditions" is to the Terms and Conditions of the Notes
set out in Schedule 1 (Terms and Conditions of the Notes) hereto, as supplemented,
amended and/or replaced by the Pricing Supplement, and any reference to a numbered
"Condition" is to the correspondingly numbered provision thereof. Words and
expressions defined in the Conditions shall have the same meanings when used in this
Global Note Certificate.
2. REGISTERED HOLDER
OPTION 1 (WHERE THE CERTIFICATE IS NOT TO BE HELD UNDER THE
NEW SAFEKEEPING STRUCTURE (NSS))
This is to certify that:
[Insert name of Nominee of the Common Depositary]
is the person registered in the register maintained by the Registrar in relation to the
Notes (the "Register") as the duly registered holder (the "Holder") of an aggregate
principal amount shown in the Register from time to time of the Series specified in the
Pricing Supplement or (if the Aggregate Nominal Amount in respect of the Series
specified in the Pricing Supplement is different from the Aggregate Nominal Amount
in respect of the Tranche specified in the Pricing Supplement) the aggregate principal
amount shown in the Register from time to time of the Tranche specified in the Pricing
Supplement.
OPTION 2 (WHERE THE CERTIFICATE IS TO BE HELD UNDER THE NEW
SAFEKEEPING STRUCTURE (NSS))
This certifies that the person whose name is entered in the register maintained by the
Registrar in relation to the Notes (the "Register") is the duly registered holder (the
"Holder") of the aggregate principal amount shown in the Register from time to time
of the Series specified in the Pricing Supplement or (if the Aggregate Nominal Amount
in respect of the Series specified in the Pricing Supplement is different from the
Aggregate Nominal Amount in respect of the Tranche specified in the Pricing
Supplement) the aggregate principal amount shown in the Register from time to time
of the Tranche specified in the Pricing Supplement.
END OF OPTION]
3. PROMISE TO PAY
The Issuer, for value received, promises to pay to the Holder, in respect of each Note
represented by this Global Note Certificate, the Redemption Amount on the Maturity
Date or on such earlier date or dates as the same may become payable in accordance
with the Conditions (or to pay such other amounts of principal on such dates as may be
specified in the Pricing Supplement), and to pay interest on each such Note on the dates
and in the manner specified in the Conditions, together with any additional amounts
payable in accordance with the Conditions, all subject to and in accordance with the
Conditions.
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4. PAYMENT CONDITIONS
4.1 Payment Business Day: If the currency of any payment made in respect of Notes
represented by this Global Note Certificate is euro, the applicable Payment Business
Day shall be any day which is a TARGET Settlement Day and a day on which dealings
in foreign currencies may be carried on in each (if any) Additional Financial Centre; or,
if the currency of any payment made in respect of Notes represented by this Global
Note Certificate is not euro, the applicable Payment Business Day shall be any day
which is a day on which dealings in foreign currencies may be carried on in the Principal
Financial Centre of the currency of payment and in each (if any) Additional Financial
Centre.
4.2 Payment Record Date: Each payment made in respect of this Global Note Certificate
will be made to the person shown as the Holder in the Register at the close of business
(in the relevant clearing system) on the Clearing System Business Day before the due
date for such payment (the "Record Date") where "Clearing System Business Day"
means a day on which each clearing system for which this Global Note Certificate is
being held is open for business.
5. CALCULATION OF INTEREST
The calculation of any interest amount in respect of Notes represented by this Global
Note Certificate will be calculated on the aggregate outstanding nominal amount of the
Notes represented by this Global Note Certificate and not by reference to the
Calculation Amount.
6. EXCHANGE FOR INDIVIDUAL NOTES
This Global Note Certificate will be exchanged in whole (but not in part) for duly
authenticated and completed Individual Note Certificates (which expression has the
meaning given in the Agency Agreement) in accordance with the Agency Agreement:
6.1 Upon notice: on the expiry of such period of notice as may be specified in the Pricing
Supplement; or
6.2 Upon demand: at any time, if so specified in the Pricing Supplement; or
6.3 In limited circumstances: if the Pricing Supplement specifies "in the limited
circumstances described in the Global Note Certificate", then if either of the following
events occurs:
6.3.1 Closure of clearing systems: Euroclear Bank SA/NV ("Euroclear") or
Clearstream Banking S.A. ("Clearstream, Luxembourg") or any other
relevant clearing system is closed for business for a continuous period of 14
days (other than by reason of legal holidays) or announces an intention
permanently to cease business; or
6.3.2 Event of Default: an Event of Default as defined in Condition (Events of
Default) occurs and the Notes become due and payable.
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7. DELIVERY OF INDIVIDUAL NOTE CERTIFICATES
Whenever this Global Note Certificate is to be exchanged for Individual Note
Certificates, such Individual Note Certificates shall be issued in an aggregate principal
amount equal to the principal amount of this Global Note Certificate within five
business days of the delivery, by or on behalf of the Holder, Euroclear and/or
Clearstream, Luxembourg, to the Registrar of such information as is required to
complete and deliver such Individual Note Certificate (including, without limitation,
the names and addresses of the persons in whose names the Individual Note Certificates
are to be registered and the principal amount of each such person's holding) against the
surrender of this Global Note Certificate at the Specified Office of the Registrar. Such
exchange shall be effected in accordance with the provisions of the Agency Agreement
and the regulations concerning the transfer and registration of Notes scheduled thereto
and, in particular, shall be effected without charge to any Holder, but against such
indemnity as the Registrar may require in respect of any tax or other duty of whatsoever
nature which may be levied or imposed in connection with such exchange. In this
paragraph, "business day" means a day on which commercial banks are open for
business (including dealings in foreign currencies) in the city in which the Registrar has
its Specified Office.
8. CONDITIONS APPLY
Save as otherwise provided herein, the Holder of this Global Note Certificate shall have
the benefit of, and be subject to, the Conditions and, for the purposes of this Global
Note Certificate, any reference in the Conditions to "Note Certificate" or "Note
Certificates" shall, except where the context otherwise requires, be construed so as to
include this Global Note Certificate.
9. EXERCISE OF PUT OPTION
In order to exercise the option contained in Condition e) (Redemption and Purchase
- Redemption at the option of Noteholders) (the "Put Option"), the Holder must, within
the period specified in the Conditions for the deposit of the relevant Note Certificate
and Put Option Notice (as such expression is defined in the Agency Agreement), give
written notice of such exercise to the Fiscal Agent, in accordance with the rules and
procedures of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing
system, specifying the principal amount of Notes in respect of which the Put Option is
being exercised. Any such notice shall be irrevocable and may not be withdrawn.
10. EXERCISE OF CALL OPTION
In connection with an exercise of the option contained in Condition b) (Redemption
and Purchase - Redemption at the option of the Issuer) in relation to some only of the
Notes, the Notes represented by this Global Note Certificate may be redeemed in part
in the principal amount specified by the Issuer in accordance with the Conditions and
the Notes to be redeemed will not be selected as provided in the Conditions. but in
accordance with the rules and procedures of [Euroclear, Clearstream, Luxembourg,
such other relevant clearing system] as either a pool factor or a reduction of principal
amount, at their discretion.
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11. NOTICES
Notwithstanding Condition 18 (Notices), so long as this Global Note Certificate is held
on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system (an
"Alternative Clearing System"), notices to Holders of Notes represented by this
Global Note Certificate may be given by delivery of the relevant notice to Euroclear,
Clearstream, Luxembourg or (as the case may be) such Alternative Clearing System.
12. DETERMINATION OF ENTITLEMENT
This Global Note Certificate is evidence of entitlement only and is not a document of
title. Entitlements are determined by the Register and only the Holder is entitled to
payment in respect of this Global Note Certificate.
13. AUTHENTICATION
This Global Note Certificate shall not be valid for any purpose until it has been
authenticated for and on behalf of Citibank Europe plc as registrar.
14. EFFECTUATION
This Global Note Certificate shall not be valid for any purpose until it has been
effectuated for or on behalf of the entity appointed as common safekeeper by Euroclear
or Clearstream, Luxembourg.]
15. GOVERNING LAW
This Global Note Certificate and any non-contractual obligations arising out of or in
connection with it are governed by English law.
AS WITNESS the [manual or facsimile] signature of a duly authorised person for and on
behalf of the Issuer.
THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE
By: ..............................................................
[manual or facsimile signature]
(duly authorised)
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ISSUED on [issue date]
AUTHENTICATED for and on behalf of
CITIBANK EUROPE PLC
as registrar without recourse, warranty
or liability
By: ...............................................
[manual signature]
(duly authorised)
[EFFECTUATION OPTION (INCLUDE WHERE CERTIFICATE IS TO BE HELD
UNDER NEW SAFEKEEPING STRUCTURE (NSS))
[EFFECTUATED for and on behalf of
[COMMON SAFEKEEPER] as common safekeeper
without recourse, warranty or liability
By: ...............................................
[manual signature]
(duly authorised)
END OF OPTION]
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FORM OF TRANSFER
FOR VALUE RECEIVED ..................................................., being the registered holder of
this Global Note Certificate, hereby transfers to..................................................
......................................................................................................................................................
of...................................................................................................................................................
......................................................................................................................................................
.....................................................................................................................................................,
[currency] ..................................... in principal amount of the Notes and irrevocably requests
and authorises Citibank Europe plc, in its capacity as registrar in relation to the Notes (or any
successor to Citibank Europe plc, in its capacity as such) to effect the relevant transfer by means
of appropriate entries in the register kept by it.
Dated: …………………………………
By: …………………………………
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed must correspond
with the name of the registered holder as it appears on the face of this Global Note Certificate.
(a) A representative of such registered holder should state the capacity in which such
representative signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any list of duly
authorised specimen signatures supplied by the registered holder or be certified by a
recognised bank, notary public or in such other manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to a Specified Denomination.
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SCHEDULE 1
TERMS AND CONDITIONS OF THE NOTES
[TO BE INSERTED]
PART B
Form of Individual Note Certificate
Serial Number: ............
The Republic of Estonia
[currency][amount]
[[fixed rate] /Floating Rate] Notes due [maturity]
This Note Certificate is issued in respect of a series of notes (the "Notes") of The Republic of
Estonia (the "Issuer") described in the Pricing Supplement (the "Pricing Supplement") a copy
of the relevant particulars of which is endorsed on this Note. Any reference herein to the
"Conditions" is to the Terms and Conditions of the Notes endorsed on this Note, as
supplemented, amended and/or replaced by the Pricing Supplement, and any reference to a
numbered "Condition" is to the correspondingly numbered provision thereof. Words and
expressions defined in the Conditions shall have the same meanings when used in this Note.
This is to certify that:
......................................................................
of .................................................................
......................................................................
is the person registered in the register maintained by the Registrar in relation to the Notes (the
"Register") as the duly registered holder or, if more than one person is so registered, the first-
named of such persons (the "Holder") of:
[currency].......................................................................
(................................................ [CURRENCY IN WORDS])
in aggregate principal amount of the Notes.
The Issuer, for value received, hereby promises to pay the Redemption Amount to the Holder
on Maturity Date or on such earlier date or dates as the same may become payable in
accordance with the Conditions (or to pay such other amounts of principal on such dates as
may be specified in the Pricing Supplement, and to pay interest on this Note on the dates and
in the manner specified in the Conditions, together with any additional amounts payable in
accordance with the Conditions, all subject to and in accordance with the Conditions.
10268978857-v17 - 91 - 70-41063249
This Note Certificate is evidence of entitlement only and is not a document of title. Entitlements
are determined by the Register and only the Holder is entitled to payment in respect of this
Note Certificate.
This Note Certificate shall not be valid for any purpose until it has been authenticated for and
on behalf of Citibank Europe plc as registrar.
This Note and any non-contractual obligations arising out of or in connection with it are
governed by English law.
AS WITNESS the [manual or facsimile] signature of a duly authorised person for and on
behalf of the Issuer.
THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE
By: ..............................................................
[manual or facsimile signature]
(duly authorised)
ISSUED as of [issue date]
AUTHENTICATED for and on behalf of
Citibank Europe plc
as registrar without recourse, warranty
or liability
By: ..............................................................
[manual signature]
(duly authorised)
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FORM OF TRANSFER
FOR VALUE RECEIVED ..................................................., being the registered holder of
this Note Certificate, hereby transfers to.......................................................................
......................................................................................................................................................
of...................................................................................................................................................
......................................................................................................................................................
......................................................................................................................................................
[currency] ..................................... in principal amount of the Notes and irrevocably requests
and authorises Citibank Europe plc, in its capacity as registrar in relation to the Notes (or any
successor to Citibank Europe plc, in its capacity as such) to effect the relevant transfer by means
of appropriate entries in the register kept by it.
Dated: …………………………………
By: …………………………………
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed must correspond
with the name of the registered holder as it appears on the face of this Note Certificate.
(a) A representative of such registered holder should state the capacity in which such
representative signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any list of duly
authorised specimen signatures supplied by the registered holder or be certified by a
recognised bank, notary public or in such other manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to a Specified Denomination.
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[On the reverse of the Note Certificate:]
PRICING SUPPLEMENT
The following is a copy of the relevant particulars of the Pricing Supplement.
TERMS AND CONDITIONS
[As set out in the Offering Circular]
[At the foot of the Terms and Conditions:]
FISCAL AGENT REGISTRAR
Citibank, N.A., London Branch Citibank Europe plc
Citigroup Centre 1 North Wall Quay
Canada Square Dublin 1
Canary Wharf Ireland
London E14 5LB
United Kingdom
PAYING AGENTS AND TRANSFER AGENTS
Citibank, N.A., London Branch Citibank, N.A., London Branch
Citigroup Centre Citigroup Centre
Canada Square Canada Square
Canary Wharf Canary Wharf
London E14 5LB London E14 5LB
United Kingdom United Kingdom
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SIGNATURES
The Issuer
For and on behalf of
THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE
By:
The Fiscal Agent
For and on behalf of
CITIBANK, N.A., LONDON BRANCH
By:
The Registrar
For and on behalf of
CITIBANK EUROPE PLC
By:
The Transfer Agent
For and on behalf of
CITIBANK, N.A., LONDON BRANCH
By:
Project Limestone – Estonia Agency Agreement - Signature Page
CLIFFORD CHANCE LLP
Date: 18 October 2023
THE REPUBLIC OF ESTONIA
EURO MEDIUM TERM NOTE PROGRAMME
DEALER AGREEMENT
CONTENTS
Clause Page
1. Interpretation ..................................................................................................................... 1
2. Issuing Notes ..................................................................................................................... 4
3. Conditions Precedent ......................................................................................................... 5
4. Representations and Warranties by the Issuer ................................................................... 8
5. Undertakings by the Issuer .............................................................................................. 12
6. Indemnity......................................................................................................................... 16
7. Selling Restrictions.......................................................................................................... 18
8. Calculation Agent ............................................................................................................ 19
9. Authority to Distribute Documents ................................................................................. 19
10. Status of the Arranger and the Dealers ............................................................................ 20
11. Fees and Expenses ........................................................................................................... 20
12. Notices ............................................................................................................................. 21
13. Changes in Dealers .......................................................................................................... 22
14. Resignation ...................................................................................................................... 22
15. Assignment ...................................................................................................................... 23
16. Currency Indemnity ......................................................................................................... 23
17. Recognition of the U.S. Special Resolution Regimes ..................................................... 24
18. Governing Law and Arbitration ...................................................................................... 26
19. Partial invalidity .............................................................................................................. 31
20. Rights of Third Parties .................................................................................................... 31
21. Counterparts .................................................................................................................... 31
Schedule 1 Selling Restrictions ............................................................................................... 32
Schedule 2 Initial Conditions Precedent .................................................................................. 35
Schedule 3 Pro Forma Subscription Agreement ...................................................................... 37
Schedule 4 Contact Details and Notices .................................................................................. 47
Schedule 5 Form of Dealer Accession Letter .......................................................................... 48
THIS AGREEMENT is made on 19 October 2023
________________________________
BETWEEN
(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF
FINANCE (the "Issuer");
(2) BARCLAYS BANK IRELAND PLC and CITIGROUP GLOBAL MARKETS
EUROPE AG (each an "Arranger" and a "Dealer").
The expression "Dealers" shall include any institution(s) appointed as a Dealer in
accordance with Clause 13.1.2 (New Dealer) or Clause 13.1.3 (Dealer for a day), and
save as specified herein, exclude any institutions(s) whose appointment as a Dealer has
been terminated in accordance with Clause 13.1.1 (Termination) or which has resigned
in accordance with Clause 14 (Resignation) provided that where any such institution
has been appointed as Dealer in relation to a particular Tranche the expression "Dealer"
or "Dealers" shall only mean or include such institution in relation to such Tranche).
WHEREAS
(A) The Issuer has established a Euro Medium Term Note programme (the "Programme")
for the issuance of notes (the "Notes"), in connection with which Programme the Issuer
has entered into the Agency Agreement and the Issuer has executed and delivered the
Deed of Covenant referred to below.
(B) The Issuer has made applications to the Irish Stock Exchange plc, trading as Euronext
Dublin for Notes issued under the Programme to be admitted to listing on the official
list of Euronext Dublin (the "Official List") and for the Notes issued under the
Programme to be admitted to trading on the regulated market of Euronext Dublin. Notes
may also be issued on the basis that they will not be admitted to listing, trading and/or
quotation by any competent authority, stock exchange and/or quotation system or that
they will be admitted to listing, trading and/or quotation by such other or further stock
exchanges and/or quotation systems as may be agreed with the Issuer.
(C) The parties wish to record the arrangements agreed between them in relation to the issue
by the Issuer and the subscription by Dealers from time to time of Notes issued under
the Programme.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
All terms and expressions which have defined meanings in the Offering Circular shall
have the same meanings in this Agreement except where the context requires otherwise
or unless otherwise stated. In addition, in this Agreement the following expressions
have the following meanings:
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"Affiliate" has the meaning given to it in Rule 501(b) of Regulation D under the
Securities Act;
this "Agreement" includes any amendment or supplement hereto (including any
confirmation or agreement given or executed pursuant to Clause 13.1.2 (New Dealer)
or Clause 13.1.3 (Dealer for a day) whereby an institution becomes a Dealer hereunder
but excluding any Relevant Agreement) and the expressions "herein" and "hereto" shall
be construed accordingly;
"Common Safekeeper" means an ICSD in its capacity as common safekeeper or a
person nominated by the ICSDs to perform the role of common safekeeper;
"EU Blocking Regulation" means Council Regulation (EC) 2271/96;
"EU Buy-Back and Stabilisation Regulation" means Commission Delegated
Regulation EU 2016/1052.
"Event of Default" means one of those circumstances described in Condition 12
(Events of Default);
"External Indebtedness" shall be as defined in the Terms and Conditions;
"FSMA" means the Financial Services and Markets Act 2000;
"ICSDs" means Clearstream, Luxembourg and Euroclear, and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified in the relevant Pricing
Supplement;
"Loss" has the meaning given to it in Clause 6.1 (Indemnity);
"Mandated Dealer" means, in relation to a Relevant Agreement which is made
between the Issuer and more than one Dealer, the institution specified as such or as the
Lead Manager in the relevant Pricing Supplement and/or in such Relevant Agreement;
and, in relation to a Relevant Agreement which is made between the Issuer and a single
Dealer, such Dealer;
"Offering Circular" means the offering circular prepared in connection with the
Programme, as the same may be amended or supplemented from time to time provided,
however, that:
(a) in relation to each Tranche of Notes, the relevant Pricing Supplement and, if
applicable, any relevant issue specific summary shall be deemed to be included
in the Offering Circular; and
(b) for the purposes of Clause 4.2 (Representations and warranties deemed
repeated upon issue of Notes), in the case of a Tranche of Notes which is the
subject of Pricing Supplement each reference in Clause 4.1 (Representations
and warranties) to the Offering Circular shall mean the Offering Circular as at
the date of the Relevant Agreement without regard (subject as provided in (a)
above) to any subsequent amendment or supplement to it;
"Relevant Party" has the meaning given to it in Clause 6.1 (Indemnity);
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"Relevant Agreement" means an agreement (whether oral or in writing) between the
Issuer and any Dealer(s) for the issue by the Issuer and the subscription by such
Dealer(s) (or on such other basis as may be agreed between the Issuer and the relevant
Dealer(s) at the relevant time) of any Notes and shall include, without limitation, any
agreement in the form or based on the form set out in Schedule 3 (Pro Forma
Subscription Agreement);
"Relevant Dealer(s)" means, in relation to a Relevant Agreement, the Dealer(s) which
is/are party to that Relevant Agreement;
"Regulation S" means Regulation S under the Securities Act;
"Securities Act" means the United States Securities Act of 1933, as amended;
"Stabilisation Manager" means, in relation to any Tranche of Notes, the Dealer or
Dealers specified as the Stabilisation Manager(s) in the relevant Pricing Supplement;
and
"Terms and Conditions" means, in relation to any Notes, the terms and conditions
applicable to such Notes set out in the Offering Circular as amended, supplemented
and/or replaced by the relevant Pricing Supplement and any reference to a numbered
"Condition" is to the correspondingly numbered provision thereof.
1.2 Clauses and Schedules
Any reference in this Agreement to a Clause, a sub-clause or a Schedule is, unless
otherwise stated, to a clause or sub-clause hereof or a schedule hereto.
1.3 Legislation
Any reference in this Agreement to any legislation (whether primary legislation or
regulations or other subsidiary legislation made pursuant to primary legislation) shall
be construed as a reference to such legislation as the same may have been, or may from
time to time be, amended or re-enacted.
1.4 Other agreements
Save as provided in the definition of "Offering Circular" above, all references in this
Agreement to an agreement, instrument or other document (including the Agency
Agreement, the Deed of Covenant and the Offering Circular) shall be construed as a
reference to that agreement, instrument or other document as the same may be amended,
supplemented, replaced or novated from time to time.
1.5 Headings
Headings and sub-headings are for ease of reference only and shall not affect the
construction of this Agreement.
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2. ISSUING NOTES
2.1 Basis of agreements to issue; uncommitted facility
The Issuer and the Dealers agree that any Notes which may from time to time be agreed
between the Issuer and any Dealer(s) to be issued by the Issuer and subscribed by such
Dealer(s) shall be issued and subscribed on the basis of, and in reliance upon, the
representations, warranties, undertakings and indemnities made or given or provided to
be made or given pursuant to the terms of this Agreement. Unless otherwise agreed,
neither the Issuer nor any Dealer(s) is, are or shall be under any obligation to issue or
subscribe any Notes.
2.2 Procedures
Upon the conclusion of any Relevant Agreement and subject as provided in Clause 3.1
(Conditions precedent to first issue of Notes):
2.2.1 Confirmation of terms by Mandated Dealer: the Mandated Dealer shall
promptly confirm the terms of the Relevant Agreement to the Issuer (with a
copy to the Fiscal Agent) in writing;
2.2.2 Preparation of Pricing Supplement: the Issuer shall promptly confirm such
terms to the Fiscal Agent in writing, and the Issuer or, if the Mandated Dealer
so agrees with the Issuer, the Mandated Dealer will prepare or procure the
preparation by the Fiscal Agent of the Pricing Supplement in relation to the
relevant Tranche of Notes for approval (such approval not to be unreasonably
withheld or delayed) by the Mandated Dealer or, as the case may be, the Issuer
and execution on behalf of the Issuer;
2.2.3 Issue of Notes: the Issuer shall on the agreed Issue Date of the relevant Notes
procure the issue of such Notes in the relevant form (subject to amendment and
completion) scheduled to the Agency Agreement and shall procure their
delivery to or to the order of the Relevant Dealer(s);
2.2.4 Payment of net proceeds: the Relevant Dealer(s) shall for value on the agreed
Issue Date of the relevant Notes procure the payment to the Issuer of the net
proceeds of the issue of the Notes (namely, the agreed issue or sale price thereof
plus any accrued interest and less any agreed commissions, concessions or other
agreed deductibles);
2.2.5 Single Dealer Drawdown: where a single Dealer has agreed with the Issuer to
subscribe a particular Tranche pursuant to this Clause 2, if requested by the
Relevant Dealer in relation to such Tranche the Issuer and the Relevant Dealer
shall enter into a subscription agreement based on the form set out in Schedule
3 (Pro Forma Subscription Agreement) or such other form as may be agreed
between the Issuer and the Relevant Dealer; and
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2.2.6 Syndicated Drawdown: where more than one Dealer has agreed with the Issuer
to subscribe a particular Tranche pursuant to this Clause 2, unless otherwise
agreed between the Issuer and the Relevant Dealers:
(a) the obligations of the Relevant Dealers so to subscribe the Notes shall
be joint and several; and
(b) in relation to such Tranche the Issuer and the Relevant Dealers shall
enter into a subscription agreement in the form or based on the form set
out in Schedule 3 (Pro Forma Subscription Agreement) or such other
form as may be agreed between the Issuer and the Relevant Dealers.
2.3 Issuing direct to non-Dealers
Each Dealer acknowledges that the Issuer may issue Notes under the Programme to any
institution(s) which have not become Dealer(s) pursuant to Clause 13 (Changes in
Dealers). The Issuer hereby undertakes to each of the Dealers that it will, in relation to
any such issues, comply, and procure that such institution(s) comply, with the
restrictions and agreements set out in Schedule 1 (Selling Restrictions), to the extent
that they are applicable, as if it or they were a Dealer.
3. CONDITIONS PRECEDENT
3.1 Conditions precedent to first issue of Notes
Before any Notes may be issued under the Programme after the date of this Agreement,
each Dealer must have received and found satisfactory all of the documents and
confirmations described in Schedule 2 (Initial Conditions Precedent). Each Dealer will
be deemed to have received and found satisfactory all of such documents and
confirmations unless, within five London business days of receipt of such documents
and confirmations, it notifies the Issuer and the other Dealers to the contrary. The
obligations of the Dealers under Clause 2.2.4 (Payment of net proceeds) are conditional
upon each Dealer having received and found satisfactory (or being deemed to have
received and found satisfactory) all of the documents and confirmations described in
Schedule 2 (Initial Conditions Precedent).
3.2 Conditions precedent to any issue of Notes
In respect of any issue of Notes under the Programme, the obligations of the Relevant
Dealer(s) under Clause 2.2.4 (Payment of net proceeds) are conditional upon:
3.2.1 Execution and delivery of Notes and Pricing Supplement: the relevant Notes
and the relevant Pricing Supplement having been completed, executed and
delivered as appropriate by the Issuer in accordance with the terms of this
Agreement, the Relevant Agreement and the Agency Agreement substantially
in the respective forms agreed between the Issuer and the Relevant Dealer(s);
3.2.2 No breach: the Issuer not being in breach of this Agreement, the Relevant
Agreement or the Agency Agreement;
3.2.3 Force majeure: there having been, since the date of the Relevant Agreement
and in the opinion of the Mandated Dealer (following consultation with the
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Issuer where reasonably practicable in the circumstances), no such change in
national or international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in its view, be likely either (a) if
there is more than one Relevant Dealer, to prejudice materially the success of
the offering and distribution of the Notes or dealings in the Notes in the
secondary market, or (b) if there is only one Relevant Dealer, to materially
change the circumstances prevailing at the date of the Relevant Agreement;
3.2.4 No adverse change of rating: since the date of the Relevant Agreement, no
internationally recognised rating agency having, in respect of any debt securities
of the Issuer, issued any notice (a) downgrading such securities, (b) indicating
that it intends to downgrade, or is considering the possibility of downgrading,
such securities or (c) indicating that it is reconsidering the rating of such
securities without stating that this is with a view to upgrading them;
3.2.5 No material adverse change: since the date of the Relevant Agreement, there
having been no adverse change, or any development reasonably likely to
involve an adverse change, in the financial, political and/or economic condition
or general affairs of the Issuer that is material in the context of the issue of the
relevant Notes;
3.2.6 Accuracy of representations and warranties: the representations and warranties
by the Issuer contained herein or in any Relevant Agreement being true and
accurate on the date of the Relevant Agreement and on each date on which they
are deemed to be repeated with reference in each case to the facts and
circumstances then subsisting;
3.2.7 Certificate: if there is more than one Relevant Dealer, a certificate dated as at
the relevant Issue Date signed by a duly authorised representative on behalf of
the Issuer to the effect that: (a) the Offering Circular contains all material
information relating to the financial, political and/or economic condition of the
Issuer and nothing has happened or is expected to happen which would require
the Offering Circular to be supplemented or updated; (b) since the date of the
Relevant Agreement there has been no adverse change, or any development
reasonably likely to involve an adverse change, in the financial, political and/or
economic condition or in the general affairs of the Issuer that is material in the
context of the issue of the Notes; (c) the representations and warranties deemed
to be made by the Issuer on the Issue Date pursuant to Clause 4.2
(Representations and warranties deemed repeated upon issue of Notes) are true
and accurate; (d) the total outstanding debt of the Republic of Estonia, after
giving effect to the issuance of the relevant Notes, will be within the limits set
by the Estonian state budget applicable on the date of such certificate; and (e)
the Issuer is in compliance with its undertakings under Clause 5 (Undertakings
by the Issuer);
3.2.8 Listing and trading: in the case of Notes which are to be admitted to listing,
trading and/or quotation by any competent authority, stock exchange and/or
quotation system, the Mandated Dealer having received confirmation that the
relevant Notes have, subject only to the execution, authentication and delivery
of the relevant Global Note Certificate, been admitted to listing, trading and/or
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quotation by the relevant competent authority, stock exchange and/or quotation
system;
3.2.9 Calculations or determinations: any calculations or determinations which are
required by the Terms and Conditions of the relevant Notes to be made prior to
the date of issue of such Notes having been duly made;
3.2.10 Legal opinions etc.: the Mandated Dealer having received such legal opinions
as may be required to be delivered pursuant to Clauses 5.10 (Legal opinions)
and such other opinions, documents, certificates, agreements or information
specified in the Relevant Agreement as being conditions precedent to the
purchase or subscription of the particular Tranche of Notes (in each case in a
form satisfactory to the Mandated Dealer); and
3.2.11 Notes to be held under the New Safekeeping Structure: if the relevant Pricing
Supplement specifies that the Notes are to be held under the New Safekeeping
Structure, the Mandated Dealer having received (in a form satisfactory to the
Mandated Dealer) a duly executed or conformed copy of the authorisation from
the Issuer to the relevant ICSD acting as Common Safekeeper to effectuate the
relevant Global Note Certificate and a duly executed or conformed copy of the
election form pursuant to which the Fiscal Agent has elected an ICSD as
Common Safekeeper in accordance with clause 3.17 (Election of Common
Safekeeper) of the Agency Agreement.
3.3 Waiver of conditions precedent
The Mandated Dealer may, in its absolute discretion, waive any of the conditions
contemplated in Clause 3.1 (Conditions precedent to first issue of Notes) and Clause
3.2 (Conditions precedent to any issue of Notes) by notice in writing to the Issuer,
subject to the following provisions:
3.3.1 Relevant Agreement: any such waiver shall apply to such conditions only as
they relate to the Notes which are the subject of the Relevant Agreement;
3.3.2 Relevant Dealers: where there is more than one Dealer party to the Relevant
Agreement, any such waiver shall be given on behalf of the other Dealer(s) party
to the Relevant Agreement in question; and
3.3.3 Specific waiver: any condition so waived shall be deemed to have been satisfied
as regards such Dealer(s) alone and only for the purposes specified in such
waiver.
3.4 Termination of Relevant Agreement
If any of the conditions contemplated in Clause 3.1 (Conditions precedent to first issue
of Notes) and Clause 3.2 (Conditions precedent to any issue of Notes) is not satisfied
or, as the case may be, waived by the Mandated Dealer on or before the Issue Date of
any relevant Tranche, the Mandated Dealer shall, subject as mentioned below, be
entitled to terminate the Relevant Agreement and, in that event, the parties to such
Relevant Agreement shall be released and discharged from their respective obligations
thereunder (except for any rights or liabilities which may have arisen pursuant to
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Clauses 3 (Conditions Precedent), 4 (Representations and Warranties by the Issuer), 5
(Undertakings by the Issuer), 6 (Indemnity) or 7 (Selling Restrictions) of this
Agreement or any liability of the Issuer (under the terms of the Relevant Agreement)
incurred prior to or in connection with such termination).
3.5 Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any)
named as the Stabilisation Manager (or persons acting on behalf of any Stabilisation
Manager in the applicable Pricing Supplement may over allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail, but in doing so, the Stabilisation Manager shall
act as principal and not as agent of the Issuer. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of
30 days after the issue date of the relevant Tranche of Notes and 60 days after the date
of the allotment of the relevant Tranche of Notes. Such stabilising shall be conducted
in accordance with all applicable laws and rules. Any loss or profit sustained as a
consequence of any such over-allotment or stabilising shall, as against the Issuer, be for
the account of the Stabilisation Manager.
4. REPRESENTATIONS AND WARRANTIES BY THE ISSUER
4.1 Representations and warranties
The Issuer represents and warrants to the Dealers on the date hereof as follows:
4.1.1 Authorisation: in the context of the Programme, the Issuer has taken all
necessary action to approve and authorise the creation and issue of Notes, the
execution of this Agreement, the Agency Agreement, the Deed of Covenant and
each Relevant Agreement and Pricing Supplement and the undertaking and
performance of the obligations expressed to be assumed by it herein and therein;
4.1.2 No breach: the creation, issue and sale of the Notes under the Programme, the
execution of this Agreement, the Agency Agreement, the Deed of Covenant and
each Relevant Agreement and the undertaking and performance by the Issuer of
the obligations expressed to be assumed by it herein and therein will not conflict
with, or result in a breach of or default under (i) the laws of The Republic of
Estonia (ii) any agreement or instrument to which it is a party or by which it is
bound or in respect of indebtedness in relation to which it is a surety;
4.1.3 Legal, valid, binding and enforceable: this Agreement, the Agency Agreement
and the Deed of Covenant constitute legal, valid, binding and enforceable
obligations of the Issuer; upon due execution each Relevant Agreement will,
and upon due execution by or on behalf of the Issuer and due authentication,
effectuation (if applicable) and delivery, the Notes will, constitute legal, valid,
binding and enforceable obligations of the Issuer;
4.1.4 Status: Notes issued under the Programme will constitute direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and rank and will rank
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pari passu, without preference among themselves, with all other unsecured
External Indebtedness of the Issuer, from time to time outstanding, provided,
however, that the Issuer shall have no obligation to effect equal and rateable
payment(s) at any time with respect to any other External Indebtedness and, in
particular, shall have (i) no obligation to pay other External Indebtedness
(irrespective of the creditor) at the same time or as a condition of paying sums
due on the Notes and vice versa and (ii) no obligation to pay sums due on the
Notes at the same time as other External Indebtedness (irrespective of the
creditor);
4.1.5 Approvals: in the context of the Programme, all authorisations, consents and
approvals required by the Issuer for or in connection with the creation, issue and
sale of the Notes, the execution of this Agreement, the Agency Agreement, the
Deed of Covenant and each Relevant Agreement, the performance by the Issuer
of its obligations expressed to be undertaken by it herein and therein and the
distribution of the Offering Circular in accordance with the provisions set out
in Schedule 1 (Selling Restrictions) have been obtained and are in full force and
effect;
4.1.6 Taxation: as long as each relevant Tranche of Notes issued under the
Programme is represented by a Global Note Certificate, all payments of
principal and interest in respect of the relevant Tranche of Notes, and all
payments by the Issuer under this Agreement, the Agency Agreement, the Deed
of Covenant and each Relevant Agreement, may be made free and clear of, and
without withholding or making any deduction for, or on account of, any taxes,
duties, assessments or governmental charges of whatsoever nature imposed,
levied, collected, withheld or assessed by, or on behalf of, the Issuer or any
political subdivision or authority thereof or therein having power to tax;
4.1.7 Investor Presentations: any final investor presentation approved for use by or
on behalf the Issuer (whether incorporated by reference in the relevant Offering
Circular used in connection with the relevant issue of Notes, or otherwise) in
connection with the offering of Notes under the Programme (the "Investor
Presentations") was, on each date when used in the relevant meetings, true and
accurate in all material respects and not misleading in any material respect; any
statements, opinions, predictions or intentions expressed in the Investor
Presentations were honestly held or made and were not misleading in any
material respect; all proper enquiries were made to ascertain or verify the
foregoing and the information contained in the Investor Presentations is not
inconsistent with the Offering Circular;
4.1.8 Offering Circular: the Offering Circular contains all information which is (in
the context of the Programme) material to investors in the context of their
investment decisions as of such date; such information is true and accurate in
all material respects and is not misleading in any material respect; any opinions,
predictions or intentions expressed in the Offering Circular are honestly held or
made and are not misleading in any material respect; the Offering Circular does
not omit to state any material fact necessary to make such information, opinions,
predictions or intentions contained therein (in the context of the Programme)
not misleading in any material respect; and all proper enquiries have been made
to ascertain or verify the foregoing;
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4.1.9 General duty of disclosure: (i) the Offering Circular contains all material
information which according to the particular nature of the Issuer and the Notes,
is necessary information which is material to an investor for making an
informed assessment of the condition (financial, economic or political)
prospects, revenues, expenditure, surplus and deficit of the Issuer, of the rights
attaching to the Notes; and the reasons for the issuance of the Notes and its
impact on the Issuer;
4.1.10 No material litigation: there are no litigation or arbitration proceedings against
or affecting the Issuer or any of its assets or revenues, nor is the Issuer aware of
any pending or threatened, proceedings of such kind which are or might be
material in the context of the Programme;
4.1.11 No Event of Default: no event has occurred which is or would (with the passage
of time, the giving of notice or the making of any determination) become an
Event of Default;
4.1.12 Sanctions, anti-corruption and anti-money laundering:
(a) Sanctions Target: none of the Issuer nor any of its departments,
ministries or agencies, or any of their ministers, directors, officers, nor
to the knowledge of the Issuer, their employees or anyone acting on their
behalf (i) is currently a target of any financial or economic sanctions or
trade embargoes administered or enforced by the Office of Foreign
Assets Control of the US Department of Treasury (OFAC), the U.S.
Departments of State or Commerce or any other US, EU, United Nations
or UK economic sanctions ("Sanctions" and each, a "Sanctions
Target");
(b) Anti-corruption: neither the Issuer nor, to the knowledge of the Issuer,
any official representative, officer, agent, employee, Affiliate of or
person acting on behalf of the Issuer has engaged in any activity or
conduct which would violate any applicable anti-bribery or anti-
corruption law or regulation and to the knowledge of the Issuer no
actions, suits, investigations or proceedings by or before any court or
governmental or regulatory agency, authority or body or any arbitrator
are ongoing or threatened against the Issuer, its departments, ministries
or agencies, or any of their ministers, directors, officers, employees or
any associated person or party acting on their behalf in relation to a
breach of the anti-bribery or anti-corruption laws which are or might be
material in the context of the Programme;
(c) Anti-corruption policies and procedures: the Issuer has instituted,
maintains and enforce policies and procedures designed to prevent
bribery and corruption by the Government and by persons associated
with the Government;
(d) Anti-money laundering – policies and procedures: the Issuer, its
departments, ministries and agencies have instituted and will maintain
policies and procedures designed to ensure compliance with all Money
Laundering Laws applicable to the Issuer;
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(e) Anti-money laundering: neither the Issuer, its departments, ministries,
agencies, any minister, director, officer, nor to the knowledge of the
Issuer their employees or anyone acting on their behalf has engaged in
any activity which would breach Money Laundering Laws applicable to
the Issuer;
(f) Anti-money laundering - use of proceeds: the Issuer will not directly or
indirectly use, lend or contribute the proceeds raised under the
Agreement for any purpose that would breach Money Laundering Laws
applicable to the Issuer; and
(g) Anti-money laundering – proceedings: to the knowledge of the Issuer,
no actions or investigations by any governmental or regulatory agency
are ongoing or threatened against the Issuer, its departments, ministries
or agencies, or any of their ministers, directors, officers, employees or
anyone acting on their behalf in relation to a breach of Money
Laundering Laws applicable to the Issuer;
4.1.13 Commercial Acts: the Issuer has entered into or will enter into this Agreement,
the Agency Agreement, the Deed of Covenant and each Relevant Agreement
for bona fide commercial reasons and has concluded all such agreements on
arm's length commercial terms;
4.1.14 IMF: The Issuer is a member in good standing of the International Monetary
Fund;
4.1.15 No directed selling efforts: neither the Issuer, nor any person acting on its behalf
(which, for the avoidance of doubt, shall not include any of the Dealers) has
engaged or will engage in any directed selling efforts (as defined in Regulation
S) under the Securities Act) with respect to any Notes issued under the
Programme;
4.1.16 Foreign government: (i) the Issuer is a foreign government as defined in Rule
405 under the Securities Act and is eligible to register securities under Schedule
B of the Securities Act, and (ii) the Notes will be backed by the full faith and
credit of a foreign government within the meaning of Rule 903(b)(1)(iii) of
Regulation S; and
4.1.17 Choice of English law: the choice of English law as the governing law of this
Agreement, the Offering Circular, the Agency Agreement, the Deed of
Covenant and each Relevant Agreement will be recognised and given effect by
the courts of the Republic of Estonia.
4.2 Representations and warranties deemed repeated upon issue of Notes
In respect of each Tranche of Notes agreed as contemplated herein to be issued and
subscribed, each of the representations and warranties made by the Issuer in Clause 4.1
(Representations and warranties) shall be deemed to be repeated on the date on which
the Relevant Agreement is made, on the Issue Date thereof and on each intervening
date, in each case, with reference to the facts and circumstances then subsisting. For the
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purposes of this Clause 4.2, each reference in Clause 4.1 (Representations and
warranties) to:
4.2.1 the Offering Circular shall be deemed to be a reference to the Offering Circular
as completed by the relevant Pricing Supplement; and
4.2.2 "in the context of the Programme" shall be deemed to be a reference to "in the
context of the issue, offering and sale of the Notes".
4.3 Representations and warranties deemed repeated upon Programme amendment
Each of the representations and warranties made by the Issuer in Clause 4.1
(Representations and warranties) shall be deemed to be repeated on each date on which
a new Offering Circular or a supplement to the Offering Circular is published, with
reference to the facts and circumstances then subsisting.
5. UNDERTAKINGS BY THE ISSUER
The Issuer undertakes to the Dealers as follows:
5.1 Publication and delivery of the Offering Circular
The Issuer shall deliver to the Dealers, without charge, on the date of this Agreement
and hereafter from time to time as reasonably requested, an electronic copy of the
Offering Circular.
5.2 Change in matters represented
During the period from, and including, the date on which a Dealer is mandated by the
Issuer in respect of a proposed issuance of Notes, the Issuer shall forthwith notify the
Dealers of anything which at any time prior to completion of distribution of any Notes
issued under the Programme has or may have rendered, or will or may render, untrue
or incorrect in any material respect any of such representations and warranties in this
Agreement as if it had been made or given at such time with reference to the facts and
circumstances then subsisting.
5.3 Non satisfaction of conditions precedent
If, at any time after entering into a Relevant Agreement under Clause 2 (Issuing Notes)
and before the issue of the relevant Notes, the Issuer becomes aware that the conditions
specified in Clause 3.2 (Conditions precedent to any issue of Notes) will not be satisfied
in relation to that issue, the Issuer shall forthwith notify the Relevant Dealer(s) to this
effect giving full details thereof.
5.4 Updating of the Offering Circular
The Issuer shall update or amend the Offering Circular (following consultation with the
Arrangers which will consult with the Dealers) by the publication of a supplement
thereto or a new Offering Circular in a form approved by the Dealers in the event that
a significant new factor, material mistake or material inaccuracy relating to the
information included in the Offering Circular arises or is noted which is capable of
affecting the assessment of any Notes which may be issued under the Programme.
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The Issuer shall make available to the Dealers, without charge, from time to time as
reasonably requested an electronic copy of any such supplement to the Offering
Circular or any such new Offering Circular.
5.5 Other information
Without prejudice to the generality of the foregoing, the Issuer shall from time to time
promptly furnish to each Dealer such information relating to the Issuer as such Dealer
may reasonably request.
5.6 Listing and trading
If, in relation to any issue of Notes, it is agreed between the Issuer and the Mandated
Dealer to apply for such Notes to be admitted to listing, trading and/or quotation by one
or more competent authorities, stock exchanges and/or quotation systems, the Issuer
undertakes to use its reasonable endeavours to obtain and maintain the admission to
listing, trading and/or quotation of such Notes by the relevant competent authority,
stock exchange and/or quotation system until none of the Notes is outstanding; provided,
however, that if it is impracticable or unduly burdensome to maintain such admission
to listing, trading and/or quotation, the Issuer shall use all reasonable endeavours to
obtain and maintain as aforesaid an admission to listing, trading and/or quotation for
the Notes on such other competent authorities, stock exchanges and/or quotation
systems as they may decide and further the Issuer shall be responsible for any fees
incurred in connection therewith. The Issuer shall notify the Mandated Dealer of any
change of listing venue in accordance with Clause 12 (Notices).
5.7 Amendment of Programme documents
The Issuer undertakes that it will not, except with the consent of the Dealers, terminate
the Agency Agreement or the Deed of Covenant or effect or permit to become effective
any amendment to any such agreement or deed which, in the case of an amendment,
would or might adversely affect the interests of any holder of Notes issued before the
date of such amendment.
5.8 Change of Agents
The Issuer undertakes that it will not, except with the consent of the Arranger, appoint
a different Fiscal Agent, Registrar, Paying Agent(s) or other agent under the Agency
Agreement and that it will promptly notify each of the Dealers of any change in the
Fiscal Agent, Registrar, Paying Agent(s) or other agent under the Agency Agreement.
5.9 Authorised representative
The Issuer will notify the Dealers promptly in writing if any of the persons named in
the list referred to in paragraph 3 of Schedule 2 (Initial Conditions Precedent) ceases
to be authorised to take action on behalf of the Issuer or if any additional person
becomes so authorised together, in the case of an additional authorised person, with
evidence satisfactory to the Dealers that such person has been so authorised.
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5.10 Legal opinions
The Issuer will, in each of the circumstances described in 5.10.1 to 5.10.3 below,
procure the delivery to the Dealers (or the Relevant Dealer(s), as the case may be) of
legal opinions (either from legal counsel which originally provided such legal opinions
or from such legal counsel as may be approved by the Dealers or, as the case may be,
the Mandated Dealer in respect of the Relevant Agreement in question) in such form
and with such content as the Dealers (or the Relevant Dealer(s), as the case may be)
may reasonably require. In the case of 5.10.1 and 5.10.2 below, such opinion or
opinions shall be supplied at the expense of the Issuer and, in the case of 5.10.3 below,
the expense for the supply of such opinion or opinions shall be as agreed between the
Issuer and the Relevant Dealer(s). Such opinion or opinions shall be delivered:
5.10.1 Supplement / Amendment: before the first issue of Notes occurring after each
supplement to, or amendment of, this Agreement;
5.10.2 Material change: if reasonably requested by any Dealer in relation to a material
change or proposed material change to the Offering Circular, this Agreement,
the Agency Agreement, the Deed of Covenant, or any change or proposed
change in applicable law or regulation, at such date as may be specified by such
Dealer; and
5.10.3 Syndicated issues: at the time of issue of a Tranche which is syndicated amongst
a group of institutions, if so requested by the Relevant Dealer(s).
5.11 No announcements
Save as required by applicable law and regulations, during the period commencing on
the date of a Relevant Agreement and ending on the Issue Date (or such other period as
may be specified in the Relevant Agreement), the Issuer will not, without the prior
consent of the Mandated Dealer, make:
5.11.1 Any public announcement which might reasonably be expected to have a
material adverse effect on the marketability of the relevant Notes; or
5.11.2 any communication which might reasonably be expected to prejudice the ability
of any Relevant Dealer lawfully to offer or sell the Notes in accordance with the
provisions set out in Schedule 1 (Selling Restrictions).
5.12 No competing issues
The Issuer agrees that, during the period commencing on the date of a Relevant
Agreement and ending on the Issue Date (or such other period as may be specified in
the Relevant Agreement), neither the Issuer nor any other person on its behalf, will,
without the prior written consent (such consent not to be unreasonably withheld) of the
Mandated Dealer, issue, place, offer, sell, contract to sell or otherwise dispose of any
other notes, bonds or other debt securities in the international capital markets. For the
avoidance of doubt, this clause 5.12 (No Competing Issues) shall not restrict the Issuer
from issuing treasury bills under its existing treasury bill issuance programme.
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5.13 Information on Noteholders' meetings
The Issuer will, at the same time as it is despatched, furnish the Dealers with a copy of
every notice of a meeting of the holders of any one or more Series of Notes and which
is despatched at the instigation of the Issuer and will notify the Dealers immediately
upon its becoming aware that a meeting of the holders of any one or more Series of
Notes has been convened by holders of such Notes.
5.14 No deposit taking
In respect of any Tranche of Notes having a maturity of less than one year, the Issuer
will issue such Notes only if the following conditions apply (or the Notes can otherwise
be issued without contravention of Section 19 of the FSMA):
5.14.1 Selling restrictions: each Relevant Dealer represents, warrants and agrees in
terms set out in sub clause 4.3 of Schedule 1 (Selling Restrictions); and
5.14.2 Minimum denomination: the redemption value of each such Note is not less than
£100,000 (or an amount of equivalent value denominated wholly or partly in a
currency other than sterling), and no part of any Note may be transferred unless
the redemption value of that part is not less than £100,000 (or such equivalent
amount).
5.15 Supplemental Offering Circular
If, in relation to any issue of Notes, in the period from (and including) the date of the
Relevant Agreement to (and including) the relevant Issue Date the Issuer publishes a
supplement to the Offering Circular it shall be unable to repeat the representations and
warranties concerning the Offering Circular in Clause 4.1 (Representations and
warranties) in the manner required by Clause 4.2 (Representations and warranties
deemed repeated upon issue of Notes) unless the Mandated Dealer (on behalf of any
other Dealers party to the Relevant Agreement) agrees otherwise.
5.16 Use of proceeds
5.16.1 The Issuer will not:
(a) directly or indirectly use the proceeds of the offering of any Notes issued
under the Programme for any purpose which would violate, when and
as applicable: any Sanctions, economic sanctions administered or
enforced by any United States, United Nations, European Union and/or
United Kingdom sanctions authority; the US Foreign Corrupt Practices
Act of 1977; the United Kingdom Bribery Act 2010 or any other
applicable analogous legislation; or
(b) lend, invest, contribute, or otherwise make available the proceeds of the
offering of Notes issued under the Programme to or for the benefit of
any then-current Sanctions Target, or to fund any activities in or
involving any country or territory that is a Sanctions Target.
5.16.2 It is acknowledged and agreed that each limb of this undertaking is only sought
and given to the extent that to do so does not result in a violation of Regulation
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(EC) 2271/96 or any similar anti-boycott legislation in the United Kingdom or
the European Union.
5.17 No fiduciary duty
The Issuer:
5.17.1 acknowledges and agrees that each Dealer is acting solely pursuant to a
contractual relationship with the Issuer on an arm's length basis with respect to
the issue, offer and sale of the Notes (including in connection with determining
the terms of the issue, offer and sale of the Notes) and not as a financial adviser,
agent or a fiduciary to the Issuer or any other person; additionally, the Issuer
acknowledges that the Dealers are not advising the Issuer or any other person
as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction; the Issuer shall consult with its own advisers concerning such
matters and shall be responsible for making its own independent investigation
and appraisal of the transactions contemplated hereby, and the Dealers shall
have no responsibility or liability to the Issuer with respect thereto; the Issuer
further acknowledges and agrees that any review by the Dealers of the Issuer,
the issue, offer and sale of any Notes, the terms of any Notes and other matters
relating thereto will be performed solely for the benefit of the Dealers and shall
not be on behalf of the issuer or any other person;
5.17.2 acknowledges and agrees that no fiduciary or agency relationship between the
Issuer and any Dealer has been created in respect of any issues of Notes,
irrespective of whether any Dealer has advised or is advising the Issuer on other
matters; and
5.17.3 hereby waives any claims that it may have against any Dealer with respect to
any breach of fiduciary duty in connection with any issue of Notes.
6. INDEMNITY
6.1 Indemnity
The Issuer undertakes to each Dealer that if such Dealer or any affiliate of that Dealer
or any officer, director or employee of that Dealer or any such affiliate and each person
by whom any of them is controlled for the purposes of the Securities Act (each a
"Relevant Party") incurs any liability, damages, cost, loss (excluding lost profits) or
expense (including, without limitation, properly incurred legal fees, costs and expenses
and any applicable value added tax) (a "Loss") arising out of, in connection with, or
based on:
6.1.1 Misrepresentation: any inaccuracy or (in the case of any action, proceeding,
claim, or demand brought, asserted or threatened by somebody other than a
Dealer (or a Relevant Party)) alleged inaccuracy of any representation and
warranty made by the Issuer in Clause 4.1 of this Agreement or in any Relevant
Agreement (on the date of this Agreement or, as the case may be, of any
Relevant Agreement or on any other date when it is deemed to be repeated); or
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6.1.2 Breach: any breach or (in the case of any action, proceeding, claim or demand
brought, asserted or threatened by somebody other than a Dealer (or a Relevant
Party)) alleged breach by the Issuer of any of its undertakings under Clause 4
this Agreement;
The Issuer shall pay to such Dealer on demand an amount equal to such Loss. The
Dealer shall not have any duty or other obligation, whether as fiduciary or trustee for
any Relevant Party or otherwise, to recover any such payment or to account to any other
person for any amounts paid to it under this Clause.
The terms "affiliate" and "controlled" as used in this Clause have the meanings given
to them by the Securities Act and the regulations thereunder.
6.2 Conduct of claims
If any claim, demand or action is brought or asserted in respect of which one or more
persons (each, an "Indemnified Person") is entitled to be indemnified by another
person (the "Indemnifier") under Clause 6.1 (Indemnity) (each a "Claim"), the
following provisions shall apply:
6.2.1 Notification: each Indemnified Person shall promptly notify the Indemnifier
(but failure to do so shall not relieve the Indemnifier from liability);
6.2.2 Assumption of defence: the Indemnified Person shall procure that the
Indemnifier shall, subject to Clause 6.3 (Conduct of Indemnified Person),
below, be entitled to assume the defence of the relevant Claim including the
retention of legal advisers approved by each Indemnified Person, subject to the
payment by the Indemnifier of all legal and other expenses of such defence; and
6.2.3 Separate representation: if the Indemnifier assumes the defence of the relevant
Claim, each Indemnified Person and its Relevant Parties shall be entitled to
retain separate legal advisers and to participate in such defence but the legal or
other expenses incurred in so doing shall, subject to Clause 6.3 (Conduct of
Indemnified Person) below, be borne by such Indemnified Person or Relevant
Party (as the case may be) unless the Indemnifier has specifically authorised
such retention or participation.
6.3 Conduct by Indemnified Person
Notwithstanding Clause 6.2 (Conduct of claims) above, an Indemnified Person and/or
its Relevant Parties may retain separate legal advisers in each relevant jurisdiction and
direct the defence of the relevant Claim and the Indemnifier shall reimburse such
Indemnified Person for any legal or other expenses properly so incurred if:
6.3.1 Indemnifier's failure: the Indemnifier (having assumed such defence) fails
properly to make such defence or to retain for such purpose legal advisers
approved by such Indemnified Person;
6.3.2 Conflict of interest: such Indemnified Person has reasonably concluded that the
use of any legal advisers chosen by the Indemnifier to represent such
Indemnified Person and/or Relevant Party would present such legal advisers
with a conflict of interest; or
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6.3.3 Different defences: the actual or potential defendants in, or targets of, such
Claim include both the Indemnifier and such Indemnified Person and/or
Relevant Party (as the case may be) and such Indemnified Person has reasonably
concluded that there are legal defences available to it which are different from
or additional to those available to the Indemnifier.
6.4 Settlement
The Indemnifier shall not, without the prior written consent of each Indemnified Person,
settle or compromise, or consent to the entry of judgment with respect to, any pending
or threatened Claim (irrespective of whether any Indemnified Person is an actual or
potential defendant in, or target of, such Claim) unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Person and each of its
Relevant Parties from all liability arising out of the matters which are the subject of
such Claim. The Indemnifier shall not be liable to pay any amount under this Clause
6.4 to any Indemnified Person where the relevant Claim has been settled or
compromised without its prior written consent (which shall not be unreasonably
withheld).
7. SELLING RESTRICTIONS
Each of the parties hereto:
7.1 Schedule 1
Represents, warrants and undertakes as set out in Schedule 1 (Selling Restrictions) and
agrees that, in respect of each Tranche of Notes agreed as contemplated herein to be
issued and subscribed, each of these representations and warranties shall be deemed to
be repeated by the Issuer and each of the Relevant Dealer(s) on the date on which the
Relevant Agreement is made, on the Issue Date thereof and on each intervening date,
in each case, with reference to such Tranche of Notes and the facts and circumstances
then subsisting.
7.2 Subsequent changes
Agrees that, for these purposes, Schedule 1 (Selling Restrictions) shall be deemed to be
modified to the extent (if at all) that any of the provisions set out in Schedule 1 (Selling
Restrictions) relating to any specific jurisdiction shall, as a result of change(s) in, or
change(s) in official interpretation of, applicable laws and regulations after the date
hereof, no longer be applicable.
7.3 Pricing Supplement
Agrees that if, in the case of any Tranche of Notes, any of the provisions set out in
Schedule 1 (Selling Restrictions) are modified and/or supplemented by provisions of
the relevant Pricing Supplement, then, in respect of the Issuer, the Relevant Dealers and
those Notes only, Schedule 1 (Selling Restrictions) shall further be deemed to be
modified and/or supplemented to the extent described in the relevant Pricing
Supplement.
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7.4 General
Agrees that the provisions of Clauses 7.2 (Subsequent changes) and 7.3 (Pricing
Supplement) shall be without prejudice to the obligations of the Dealers contained in
the paragraph headed "General" in Schedule 1 (Selling Restrictions).
8. CALCULATION AGENT
8.1 Fiscal Agent as Calculation Agent
The Fiscal Agent has, in the Agency Agreement, agreed to act as Calculation Agent in
respect of each Series of Notes unless the Dealer (or one of the Dealers) through whom
such Notes are issued has agreed with the Issuer to act as Calculation Agent (or the
Issuer otherwise agrees to appoint another institution to act as Calculation Agent) in
respect of such Notes.
8.2 Mandated Dealer as Calculation Agent
In relation to any Series of Notes in respect of which the Issuer and the Mandated Dealer
have agreed that the Mandated Dealer shall act as Calculation Agent and the Mandated
Dealer is named as the Calculation Agent in the relevant Pricing Supplement:
8.2.1 Appointment: the Issuer appoints the Mandated Dealer as Calculation Agent in
respect of such Series of Notes on the terms of the Agency Agreement (and with
the benefit of the provisions thereof) and the Terms and Conditions; and
8.2.2 Acceptance: the Mandated Dealer accepts such appointment and shall perform
all matters expressed to be performed by it in, and otherwise comply with, the
Terms and Conditions and the provisions of the Agency Agreement.
9. AUTHORITY TO DISTRIBUTE DOCUMENTS
Subject as provided in Clause 7 (Selling Restrictions), the Issuer hereby authorises each
of the Dealers on its behalf to provide or make available to actual and potential
purchasers of Notes:
9.1 Documents
Copies of the Offering Circular, any Investor Presentations and any other documents
entered into in relation to the Programme.
9.2 Representations
Information and representations consistent with the Offering Circular, any Investor
Presentations and any other documents entered into in relation to the Programme.
9.3 Other information
Such other documents and additional information as the Issuer shall supply to the
Dealers or approve for the Dealers to use or such other information as is in the public
domain.
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10. STATUS OF THE ARRANGER AND THE DEALERS
10.1 Each of the Dealers agrees that the Arranger has only acted in an administrative
capacity to facilitate the establishment and/or maintenance of the Programme and has
no responsibility to it for (a) the adequacy, accuracy, completeness or reasonableness
of any representation, warranty, undertaking, agreement, statement or information in
the Offering Circular, any Pricing Supplement, this Agreement or any information
provided in connection with the Programme or (b) the nature and suitability to it of all
legal, tax and accounting matters and all documentation in connection with the
Programme or any Tranche.
10.2 Each of the Dealers agrees that a determination will be made in relation to each issue
about whether, for the purpose of the MiFID Product Governance rules under EU
Delegated Directive 2017/593 (the "MiFID Product Governance Rules") any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but that,
otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the MIFID Product Governance Rules.
11. FEES AND EXPENSES
11.1 Issuer's costs and expenses
Unless otherwise agreed, the Issuer is responsible for payment of the proper costs,
charges and expenses (and any applicable value added tax):
11.1.1 Professional advisers: of the legal, accountancy, tax and other professional
advisers instructed by the Issuer in connection with the establishment and
maintenance of the Programme, the preparation of the Offering Circular or the
issue and sale of any Notes or the compliance by the Issuer with its obligations
hereunder or under any Relevant Agreement (including, without limitation, the
provision of legal opinions and comfort letters as and when required by the
terms of this Agreement or any Relevant Agreement);
11.1.2 Arranger's advisers: of any legal and other professional advisers instructed by
the Arranger in connection with the establishment and maintenance of the
Programme, as agreed with the Issuer;
11.1.3 Legal Documentation: incurred in connection with the preparation and delivery
of this Agreement, the Agency Agreement, the Deed of Covenant and any
Relevant Agreement and any other documents connected with the Programme
or any Notes, as agreed with the Issuer;
11.1.4 Printing: of and incidental to the setting, proofing, printing and delivery of the
Offering Circular, any Pricing Supplement and any Global Note Certificates or
Individual Note Certificates including inspection and authentication, as agreed
with the Issuer;
11.1.5 Agents: of the other parties to the Agency Agreement;
11.1.6 Listing and trading: incurred at any time in connection with the application for
any Notes to be admitted to listing, trading and/or quotation by any competent
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authorities, stock exchanges and/or quotation systems and the maintenance of
any such admission(s);
11.1.7 Advertising: if so agreed between the Issuer and the Mandated Dealer, of any
advertising agreed upon between the Issuer and the Arranger or the Mandated
Dealer; and
11.1.8 Ratings: the cost of obtaining any credit rating for the Notes.
11.2 Taxes
All payments in respect of the obligations of the Issuer under this Agreement and each
Relevant Agreement shall be made free and clear of, and without withholding or
deduction for or on account of, any taxes, duties, assessments or governmental charges
of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of
the Republic of Estonia, or any political subdivision or any authority thereof or therein
having power to tax, unless such withholding or deduction is required by law. In that
event, the Issuer shall pay such additional amounts as will result in the receipt by the
relevant Dealer of such amounts as would have been received by them if no such
withholding or deduction had been required.
11.3 Stamp Duties
The Issuer shall pay all stamp, registration and other taxes and duties (including any
interest and penalties thereon or in connection therewith) which may be payable upon
or in connection with the establishment of the Programme, the issue, sale or delivery of
Notes and the entry into, execution and delivery of this Agreement, the Agency
Agreement, the Deed of Covenant, each Relevant Agreement and each Pricing
Supplement and shall indemnify each Dealer against any Loss which it may incur or
which may be made against it as a result of, or arising out of or in relation to, any such
failure by the Issuer to pay, or any delay in paying any of the foregoing.
12. NOTICES
12.1 Addressee for notices
All notices and communications hereunder or under any Relevant Agreement shall be
made in writing and in English (by letter or email) and shall be sent to the addressee at
the address or email address specified against its name in Schedule 4 (Notice and
Contact Details) (or, in the case of a Dealer not originally party hereto, specified by
notice to the Issuer and the other Dealers at or about the time of its appointment as a
Dealer) and for the attention of the person or department therein specified (or as
aforesaid) or, in any case, to such other address or email address and for the attention
of such other person or department as the addressee has by prior notice to the sender
specified for the purpose.
12.2 Effectiveness
All notices and communications sent in accordance with Clause 12.1 (Addressee for
notices) shall take effect, in the case of a letter, at the time of delivery, in the case of an
electronic communication, when the relevant receipt of such communication being read
is given, or where no read receipt is requested by the sender, at the time of sending,
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provided, that no delivery failure notification is received by the sender within 24 hours
of sending such communication; provided that any communication which is received
(or deemed to take effect in accordance with the foregoing) after 4.00 p.m. (local time)
or on a non-business day in the place of receipt shall be deemed to take effect at the
opening of business on the next following business day in such place. Any
communication delivered to any party under this Agreement which is to be sent by
electronic communication will be written legal evidence.
13. CHANGES IN DEALERS
13.1 Termination and appointment
The Issuer may:
13.1.1 Termination: by thirty days' notice in writing to any Dealer, terminate this
Agreement in relation to such Dealer (but without prejudice to any rights or
obligations accrued or incurred on or before the effective date of termination
and in particular the validity of any Relevant Agreement); and/or
13.1.2 New Dealer: nominate any institution as a new Dealer hereunder in respect of
the Programme, in which event, upon the confirmation by such institution of a
letter in the terms or substantially in the terms set out in Schedule 5 (Form of
Dealer Accession Letter) or on any other terms acceptable to the Issuer and such
institution, such institution shall become a party hereto with all the authority,
rights, powers, duties and obligations of a Dealer as if originally named as a
Dealer hereunder; and/or
13.1.3 Dealer for a day: nominate any institution as a new Dealer hereunder only in
relation to a particular Tranche, in which event, upon the confirmation by such
institution of a letter in the terms or substantially in the terms set out in Schedule
5 (Form of Dealer Accession Letter) or pursuant to an agreement in or
substantially in the form of Schedule 3 (Pro Forma Subscription Agreement) or
on any other terms acceptable to the Issuer and such institution, such institution
shall become a party hereto with all the authority, rights, powers, duties and
obligations of a Dealer as if originally named as a Dealer hereunder provided
that:
(a) such authority, rights, powers, duties and obligations shall extend to the
relevant Tranche only; and
(b) following the issue of the Notes of the relevant Tranche, the relevant
new Dealer shall have no further authority, rights, powers, duties or
obligations except such as may have accrued or been incurred prior to,
or in connection with, the issue of the relevant Tranche.
14. RESIGNATION
14.1 Resignation of the Dealer(s)
Any Dealer may, by thirty days' written notice to the Issuer, resign as a Dealer under
this Agreement (but without prejudice to any rights or obligations accrued or incurred
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on or before the effective date of resignation and in particular the validity of any
Relevant Agreement).
14.2 Notification
The Issuer will notify existing Dealers appointed generally in respect of the Programme
and the Fiscal Agent of any change in the identity of other Dealers appointed generally
in respect of the Programme as soon as reasonably practicable thereafter.
15. ASSIGNMENT
15.1 Successors and assigns
This Agreement shall be binding upon and shall inure for the benefit of the Issuer and
the Dealers and their respective successors and permitted assigns.
15.2 Issuer
The Issuer may not assign its rights or transfer its obligations under this Agreement or
any Relevant Agreement, in whole or in part, without the prior written consent of each
of the Dealers or, as the case may be, the Relevant Dealer(s) and any purported
assignment or transfer without such consent shall be void.
15.3 Dealers
No Dealer may assign any of its rights or delegate or transfer any of its obligations
under this Agreement or any Relevant Agreement, in whole or in part, without the prior
written consent of the Issuer and any purported assignment or transfer without such
consent shall be void, except for an assignment and transfer of all of a Dealer's rights
and obligations hereunder in whatever form such Dealer determines may be appropriate
to a partnership, corporation, trust or other organisation in whatever form that may
succeed to, or to which the Dealer transfers, all or substantially all of such Dealer's
assets and business and that assumes such obligations by contract, operation of law or
otherwise. Upon any such transfer and assumption of obligations, such Dealer shall be
relieved of, and fully discharged from, all obligations hereunder and any Relevant
Agreement, whether such obligations arose before or after such transfer and assumption.
16. CURRENCY INDEMNITY
16.1 Non-contractual currency
Any amount received or recovered by a Dealer from the Issuer in a currency other than
that in which the relevant payment is expressed to be due (the "Contractual Currency")
as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction
or otherwise in respect of any sum due to it from the Issuer in connection with this
Agreement, shall only constitute a discharge to the Dealer to the extent of the amount
in the Contractual Currency which such Dealer is able to purchase with the amount so
received or recovered in that other currency on the date of that receipt or recovery (or,
if it is not practicable to make that purchase on that date, on the first date on which it is
practicable to do so).
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16.2 Indemnities
If any amount referred to in Clause 16.1 (Non-contractual currency) received or
recovered by a Dealer is less than the amount in the Contractual Currency expressed to
be due to such Dealer under this Agreement, the Issuer shall indemnify such Dealer
against any loss sustained by such Dealer as a result. In any event, the Issuer shall
indemnify such Dealer against any cost of making such purchase which is reasonably
incurred.
16.3 Separate obligations
The indemnities referred to in Clause 16.2 (Indemnities) constitute a separate and
independent obligation from the Issuer's other obligations, shall give rise to a separate
and independent cause of action, shall apply irrespective of any indulgence granted by
any Dealer and shall continue in full force and effect despite any judgment, order, claim
or proof for a liquidated amount in respect of any sum due in connection with this
Agreement or any judgment or order. Any such loss aforesaid shall be deemed to
constitute a loss suffered by the relevant Dealer and no proof or evidence of any actual
loss will be required by the Issuer.
17. CONTRACTUAL RECOGNITION OF BAIL-IN
Notwithstanding and to the exclusion of any other term of this Agreement and/or any
Relevant Agreement or any other agreements, arrangements, or understanding between
each BRRD Party and each BRRD Counterparty, each BRRD Counterparty
acknowledges and accepts that a BRRD Liability arising under this Agreement and/or
any Relevant Agreement may be subject to the exercise of Bail-in Powers by the
Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution
Authority in relation to any BRRD Liability of each BRRD Party to each BRRD
Counterparty under this Agreement and/or any Relevant Agreement, that
(without limitation) may include and result in any of the following, or some
combination thereof:
(i) the reduction of all, or a portion, of such BRRD Liability or outstanding
amounts due thereon;
(ii) the conversion of all, or a portion, of such BRRD Liability into shares,
other securities or other obligations of the relevant BRRD Party or
another person, and the issue to or conferral on the BRRD Counterparty
of such shares, securities or obligations;
(iii) the cancellation of such BRRD Liability;
(iv) the amendment or alteration of any interest, if applicable, thereon, the
maturity or the dates on which any payments are due, including by
suspending payment for a temporary period;
(b) the variation of the terms of this Agreement and/or any Relevant Agreement, as
deemed necessary by the Relevant Resolution Authority, to give effect to the
exercise of Bail-in Powers by the Relevant Resolution Authority.
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"Bail-in Legislation" means in relation to a member state of the European Economic
Area which has implemented, or which at any time implements, the BRRD, the relevant
implementing law, regulation, rule or requirement as described in the EU Bail-in
Legislation Schedule from time to time.
"Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU
Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
"BRRD" means Directive 2014/59/EU establishing a framework for the recovery and
resolution of credit institutions and investment firms.
"BRRD Counterparty " means each party to this Agreement and/or any Relevant
Agreement, as the case may be, other than the relevant BRRD Party, that is a
counterparty to any BRRD Party.
"BRRD Liability" means a liability in respect of which the relevant Write Down and
Conversion Powers in the applicable Bail-in Legislation may be exercised.
"BRRD Party" means any party to this Agreement and/or any Relevant Agreement
subject to the Bail-in Legislation.
"EU Bail-in Legislation Schedule" means the document described as such, then in
effect, and published by the Loan Market Association (or any successor person) from
time to time at the LMA website under EU Bail-in Legislation Schedule.
"Relevant Resolution Authority" means the resolution authority with the ability to
exercise any Bail-in Powers in relation to the relevant BRRD Party.
18. RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES
In the event that any Dealer that is a Covered Entity becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer from such Dealer of this
Agreement or any Relevant Agreement, and any interest and obligation in or under this
Agreement or any Relevant Agreement, will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if this Agreement
or any Relevant Agreement, and any such interest and obligation, were governed by the
laws of the United States or a state of the United States.
In the event that any Dealer that is a Covered Entity or a Covered Affiliate of such
Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Agreement or any Relevant Agreement that may be exercised
against such Dealer are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
or any Relevant Agreement were governed by the laws of the United States or a state
of the United States.
"Covered Affiliate" has the meaning assigned to the term "affiliate" in, and shall be
interpreted in accordance with, 12 U.S.C. § 1841(k).
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"Covered Entity" means any of the following:
(a) a "covered entity" as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b);
(b) a "covered bank" as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or
(c) a "covered FSI" as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).
"Default Right" has the meaning assigned to that term in, and shall be interpreted in
accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
"U.S. Special Resolution Regime" means each of (i) the U.S. Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S.
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.
19. GOVERNING LAW AND ARBITRATION
19.1 Governing law
This Agreement (including a dispute relating to its existence, validity or termination)
and any non-contractual obligation or other matter arising out of or in connection with
this Agreement shall be governed by, and construed in accordance with, English law.
The governing law of this Clause 19 (Governing Law and Arbitration) shall also be the
substantive law of England.
19.2 Arbitration
Any dispute, claim difference or controversy arising out of or in connection with this
Agreement (including any dispute relating to its existence, validity or termination, or
any non-contractual obligation or other matter arising out of or in connection with it)
(a "Dispute") shall be referred to and finally resolved by arbitration under the
Arbitration Rules of the London Court of International Arbitration ("LCIA") (the
"Rules"), which Rules (as amended from time to time) are incorporated by reference
into this Clause 19.2 (Arbitration). For these purposes:
19.2.1 any Request for Arbitration (as defined in the Rules) may be served by delivery
to the process agent in accordance with Clause 19.4 (Service of Process);
19.2.2 the seat, or legal place of arbitration, shall be London, England where all
hearings and meetings shall be held, unless the parties agree otherwise;
19.2.3 there shall be three arbitrators, each of whom shall be disinterested in the
arbitration, shall have no connection with any party thereto and shall be an
attorney experienced in international securities transactions. The claimant(s)
and the respondent(s) shall nominate an arbitrator respectively. If one party fails
to nominate an arbitrator within 30 days of receiving notice of the appointment
of an arbitrator by the other party, then that arbitrator shall be appointed by the
LCIA. The third arbitrator, who shall be the chairman of the tribunal, shall be
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nominated by the two party-nominated arbitrators. If they are not chosen and
appointed within fifteen (15) days of the last of their appointments, they shall
be appointed by the LCIA;
19.2.4 the language of the arbitration shall be English;
19.2.5 any award of the tribunal shall be binding from the day it is made, and the parties
to this Agreement hereby waive any right to refer any question of law and any
right of appeal on the law and/or merits to any court;
19.2.6 it is agreed that the arbitrators shall have no authority to award exemplary or
punitive damages of any type under any circumstances whether or not such
damages may be available under the relevant applicable law, the parties hereby
waive their right, if any, to recover such damages;
19.2.7 this arbitration Clause 19.2 including its validity and scope, shall be governed
by English law;
19.2.8 nothing in this Clause 19.2 shall be construed as preventing any party to this
Agreement from seeking conservatory or similar interim relief in any court of
competent jurisdiction; and
19.2.9 the parties agree that the arbitration and any facts, documents, awards or other
information related to the arbitration or the dispute, controversy or claim to
which it relates shall be kept strictly confidential and shall not be disclosed to
any third party without the express written consent of the other party, unless
such disclosure is required to comply with any legal or regulatory requirement.
19.3 Service of Process
For the purposes of any court proceedings commenced in support of, or in relation to,
arbitral proceedings brought under this Clause 19 (Governing Law and Arbitration),
the Issuer agrees that service of process may be effected on it by delivering or posting
that process to the Embassy of the Republic of Estonia in London at 44 Queen's Gate
Terrace, South Kensington, London SW7 5PJ and agrees that, if for any reason service
of process by such means is not possible, it will appoint a third party agent for service
of process in England. Nothing in this paragraph shall affect the right of any party to
serve process in any other manner permitted by law.
19.4 Waiver of immunity and consent to enforcement
19.4.1 To the extent that the Issuer may in any jurisdiction claim for itself or its
revenues, assets or properties ("Sovereign Assets") immunities from suit,
execution, attachment (whether in aid of execution, before award or otherwise),
in all cases related to this Agreement, any Relevant Agreement, or any Notes,
and to the extent that in any such jurisdiction there may be attributed to itself or
its Sovereign Assets such immunity (whether or not claimed), the Issuer hereby
irrevocably agrees for the benefit of the Dealers not to claim and confirms that
any such immunity is or has been irrevocably waived to the fullest extent
permitted by the laws of such jurisdiction. For the avoidance of doubt, the Issuer
submits to the jurisdiction of any arbitral body constituted in accordance with
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Clause 19.2 (Arbitration), the courts at the legal seat of arbitration in the matters
related to the arbitral proceedings and court proceedings in any jurisdiction
relating to the enforcement of an arbitral award.
19.4.2 To the extent that the Issuer or any of its Sovereign Assets may entitled in any
jurisdiction to any immunity from set-off or any similar right or remedy and to
the extent that there shall be attributed, in any jurisdiction, such an immunity,
the Issuer hereby irrevocably agrees not to claim and confirms that any such
immunity is or has been irrevocably waived to the fullest extent permitted by
the laws of such jurisdiction with respect to any claim, suit action, proceeding,
right or remedy arising out of or in connection with this Agreement, any
Relevant Agreement or any Notes.
19.4.3 The Issuer further irrevocably consents to the giving or any relief or the issue
of any process, including, without limitation, the making, enforcement, or
execution against any Sovereign Assets whatsoever of any order, award or
judgement, made or given in connection with any Dispute.
19.4.4 The waiver of immunity by the Issuer herein shall not constitute a waiver of
immunity in relation to: (i) present or future "premises of the mission" as
defined in the Vienna Convention on Diplomatic Relations signed in 1961; (ii)
"consular premises" as defined in the Vienna Convention on Consular Relations
signed in 1963; (iii) any other property or assets used solely or mainly for
official non-commercial state purposes in the Republic of Estonia or elsewhere;
(iv) military property or military assets of the Republic of Estonia related
thereto; or (v) any non-transferable national assets and national assets with
priority importance as defined in or in accordance with applicable Estonian
laws. It is acknowledged that there is no specific law in Estonia governing the
waiving of immunity by the Issuer. Further, in accordance with the Code of
Enforcement Procedure, assets or things in restricted commerce which the
Republic of Estonia or local government need for the performance of public
duties or the enforcement of which would be contrary to public interest, shall
not be subject to enforcement.
19.5 Consolidation of disputes
19.5.1 In this sub-clause:
"Consolidation Order" means an order by a Tribunal that a Primary Dispute
and a Linked Dispute be consolidated and heard as one dispute in the same
arbitral proceedings.
"Linked Agreement" means the Notes, the Global Note Certificate, the Deed
of Covenant, the Agency Agreement, the Subscription Agreement and any other
agreement entered into in connection with the issue of the Notes.
"Linked Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement
(including any dispute relating to its existence, validity or termination or any
non-contractual obligation or other matter arising out of or in connection with
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it), in which a Request for Arbitration is served after a Request for Arbitration
has been served in respect of a Primary Dispute.
"Primary Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement
(including any dispute relating to its existence, validity or termination or any
non-contractual obligation or other matter arising out of or in connection with
it) in which a Request for Arbitration has been served before a Request for
Arbitration is served in relation to a Linked Dispute.
"Tribunal" means any arbitral tribunal appointed under this Agreement or any
Linked Agreement.
19.5.2 If any Linked Dispute raises issues of fact and/or law which are substantially
the same as or similar to issues raised in any Primary Dispute then,
notwithstanding that a Tribunal may already have been agreed or appointed in
respect of the Linked Dispute, any party (the "Notifying Party") to both the
Primary Dispute and the Linked Dispute (the "Notified Disputes") may apply,
by service of a written notice (a "Consolidation Notice") in accordance with this
Clause, to the Tribunal appointed in relation to the Primary Dispute for a
Consolidation Order.
19.5.3 The Notifying Party must serve the Consolidation Notice on all parties to the
Notified Disputes, and on any arbitrators already appointed or agreed in
connection with any Notified Dispute.
19.5.4 The Tribunal appointed in relation to the Primary Dispute may make a
Consolidation Order on hearing an application brought under sub-clause 19.5.2
above if it considers it just, equitable and procedurally efficient to do so and that
no party to either the Primary Dispute or the Linked Dispute would be materially
prejudiced as a result of such consolidation. In determining whether to make a
Consolidation Order, the Tribunal must take account of:
(a) the likelihood and consequences of inconsistent decisions if
consolidation is not ordered;
(b) any fault on the part of the party seeking consolidation to make a timely
application; and
(c) the likely consequences of consolidation in terms of cost and time.
19.5.5 If the Tribunal appointed in respect of the Primary Dispute makes a
Consolidation Order:
(a) it will immediately, to the exclusion of the other Tribunal appointed in
a Linked Dispute, have jurisdiction to resolve finally the Notified
Disputes;
(b) it must order that notice of the Consolidation Order and its effect be
given immediately to any arbitrators already appointed in relation to the
Linked Dispute and to all parties to the Notified Disputes;
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(c) any appointment of an arbitrator in relation to the Linked Dispute before
the date of the Consolidation Order will terminate immediately and that
arbitrator will be deemed to be functus officio. The termination is
without prejudice to:
(i) the validity of any act done or order made by that arbitrator or
by the court in support of that arbitration before his appointment
is terminated;
(ii) his entitlement to be paid his proper fees and disbursements; and
(iii) the date when any claim or defence was raised for the purpose of
applying any limitation bar or any similar rule or provision;
(d) it may also give any other directions it considers appropriate to:
(i) give effect to the Consolidation Order and make provisions for
any costs which may result from it (including costs in any
arbitration terminated as a result of the Consolidation Order);
and
(ii) ensure the proper organisation of the arbitration proceedings and
the proper formulation and resolution of the issues between the
parties
(e) If a Tribunal appointed in respect of the Primary Dispute arising under
a Linked Agreement makes a Consolidation Order which confers on that
Tribunal jurisdiction to resolve a Linked Dispute arising under this
Agreement, that Consolidation Order and the award of that Tribunal will
bind the parties to the Linked Dispute arising under this Agreement.
(f) For the avoidance of doubt, where a Tribunal is appointed under this
Agreement or any Linked Agreement, the whole of its award (including
any part relating to a Linked Dispute) is deemed for the purposes of the
New York Convention on the Recognition and Enforcement of Arbitral
Awards 1958 to be contemplated by this Agreement and that Linked
Agreement
(g) Each of the Issuer and the Dealers hereby waives any right to object to
the validity and/or enforceability of any arbitral award made by a
Tribunal following the grant of a Consolidation Order on the basis that
such award was made in arbitral proceedings which were consolidated
under this Clause 19.5 or in accordance with an equivalent provision
under another Linked Agreement.
19.5.6 Should the Tribunal appointed in relation to the Primary Dispute decline
appointment in respect of the Linked Dispute, any rights to submit a Linked
Dispute arising under this Agreement to separate arbitration proceedings under
Clause 19.2 (Arbitration) shall be unaffected.
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20. PARTIAL INVALIDITY
If at any time any provision hereof is or becomes illegal, invalid or unenforceable in
any respect under the laws of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions hereof nor the legality, validity or
enforceability of such provision under the laws of any other jurisdiction shall in any
way be affected or impaired thereby.
21. RIGHTS OF THIRD PARTIES
A person who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Agreement.
22. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when so executed shall constitute one and the same binding
agreement between the parties.
AS WITNESS the hands of the duly authorised representatives of the parties to this Agreement
the day and year first before written.
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SCHEDULE 1
SELLING RESTRICTIONS
1. GENERAL
Each Dealer represents, warrants and undertakes to the Issuer that, to the best of its
knowledge and belief, it has complied and will comply in all material respects with all
applicable laws and regulations in each country or jurisdiction in which it purchases,
offers, sells or delivers Notes or has in its possession or distributes the Offering Circular
or any Pricing Supplement or any related offering material, in all cases at its own
expense.
2. UNITED STATES
2.1 No registration under Securities Act
The Notes have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States and
may not be offered or sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities
Act.
2.2 Compliance by the Issuer with United States securities laws
The Issuer represents, warrants and undertakes to the Dealers that neither it, nor any of
its Affiliates, nor any person acting on behalf of any of the foregoing (excluding the
Dealers and their Affiliates and any person acting on their behalf, as to which no
representation or warranty is made) has offered or sold, or will offer or sell, any Notes
in any circumstances which would require the registration of any of the Notes under the
Securities Act or the qualification of the Deed of Covenant as an indenture under the
United States Trust Indenture Act of 1939 and, in particular, that:
2.2.1 No directed selling efforts: neither the Issuer nor any of its Affiliates nor any
person acting on their behalf (excluding the Dealers and their Affiliates and any
person acting on their behalf, as to which no representation or warranty is made)
has engaged or will engage in any directed selling efforts (as defined in
Regulation S) with respect to the Notes; and
2.2.2 Foreign government: (i) the Issuer is a foreign government as defined in Rule
405 under the Securities Act and is eligible to register securities under Schedule
B of the Securities Act, and (ii) the Notes will be backed by the full faith and
credit of a foreign government within the meaning of Rule 903(b)(1)(iii) of
Regulation S.
2.3 Dealers' compliance with United States securities laws:
In relation to each Tranche of Notes, each Dealer represents, warrants and undertakes
to the Issuer that:
2.3.1 Offers/sales only in accordance with Regulation S: it has not offered or sold,
and will not offer or sell, any Notes constituting part of its allotment within the
United States except in accordance with Rule 903 of Regulation S;
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2.3.2 No directed selling efforts: neither it, nor any of its Affiliates (nor any person
acting on behalf of such Dealer or any of its Affiliates) has engaged or will
engage in any directed selling efforts (as defined in Regulation S) with respect
to the Notes; and
2.3.3 No contractual arrangements without consent: neither it, nor any of its
Affiliates (nor any person acting on behalf of such Dealer or any of its
Affiliates), has entered and will not enter into any contractual arrangement with
respect to the distribution or delivery of the Notes, except with its Affiliates or
with the prior written consent of the Issuer.
2.4 Interpretation
Terms used in sub-clauses 2.2 (Compliance by Issuer with United States securities laws)
and 2.3 (Dealers' compliance with United States securities laws) have the meanings
given to them by Regulation S.
3. UNITED KINGDOM
In relation to each Tranche of Notes, each Relevant Dealer represents, warrants and
undertakes to the Issuer and each other Relevant Dealer (if any) that:
3.1 No deposit-taking:
In relation to any Notes having a maturity of less than one year:
3.1.1 it is a person whose ordinary activities involve it in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of its business and:
3.1.2 it has not offered or sold and will not offer or sell any Notes other than to
persons:
(a) whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of
their businesses; or
(b) who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses,
where the issue of the Notes would otherwise constitute a contravention of
Section 19 of the FSMA by the Issuer.
3.2 Financial promotion
It has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) received by it in connection
with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA
does not apply to the Issuer.
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3.3 General Compliance
Each Dealer represents, warrants and undertakes to the Issuer that it has complied and
will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to any Notes in, from or otherwise involving the United Kingdom.
4. THE REPUBLIC OF ESTONIA
Each Dealer acknowledges (in the case of Clause 4.1 below) and represents, warrants
and undertakes (in the case of Clause 4.2 below) to the Issuer that:
4.1 No submission of Offering Circular to the Financial Supervision and Resolution
Authority of the Republic of Estonia.
The Offering Circular has not been and will not be submitted to Financial Supervision
and Resolution Authority of the Republic of Estonia.
4.2 Dealers' compliance with Estonian securities laws.
Each Dealer has not offered or sold any Notes, directly or indirectly, in Estonia or to or
for the benefit of any resident of Estonia (which term as used in this paragraph means
any person resident in Estonia, including any corporation or other entity incorporated
under the laws of Estonia), or to others for re-offering or resale, directly or indirectly,
in Estonia or to a resident of Estonia except in compliance with the Estonian Securities
Market Act and any other applicable laws or regulations of Estonia, including the
prospectus regulation.
4.3 Singapore
Each Dealer acknowledges that the Offering Circular has not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer
represents, warrants and agrees that it has not offered or sold any Notes or caused the
Notes to be made the subject of an invitation for subscription or purchase and will not
offer or sell any Notes or cause the Notes to be made the subject of an invitation for
subscription or purchase, and has not circulated or distributed, nor will it circulate or
distribute, the Offering Circular or any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the Notes, whether
directly or indirectly, to any person in Singapore other than (a) to an institutional
investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore,
as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the
SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and
in accordance with the conditions specified in Section 275 of the SFA, or (c) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of
the SFA.
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SCHEDULE 2
INITIAL CONDITIONS PRECEDENT
1. Authorisations
Certified true copies (and English translations) of all relevant resolutions and other
authorisations required to be passed or given, and evidence of any other action required
to be taken, on behalf of the Issuer authorising the establishment of the Programme, the
issue of Notes thereunder, the execution and delivery of the Dealer Agreement, the
Agency Agreement, the Deed of Covenant and the Notes and the performance of the
Issuer's obligations thereunder and the appointment of the persons named in the lists
referred to in paragraph 3 below.
2. Incumbency certificates
In respect of the Issuer, a list of the names, titles and specimen signatures of the persons
authorised:
(a) to sign on its behalf the above mentioned documents;
(b) to enter into any Relevant Agreement with any Dealer(s);
(c) to sign on its behalf all notices and other documents to be delivered pursuant
thereto or in connection therewith; and
(d) to take any other action on its behalf in relation to the Programme.
3. Consents
A certified true copy of any necessary governmental, regulatory, tax, exchange control
or other approvals or consents.
4. Dealer Agreement
The Dealer Agreement, duly executed.
5. Agency Agreement
The Agency Agreement, duly executed or a conformed copy thereof.
6. Deed of Covenant
The Deed of Covenant, duly executed or a conformed copy thereof.
7. Offering Circular
The Offering Circular.
8. Confirmation of admission to listing and trading
Confirmation of the admission of the Programme to listing on the Official List and to
trading on the regulated market of Euronext Dublin subject only to the issue of Notes.
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9. Legal opinions
Legal opinions from: (i) Ellex Raidla Advokaadibüroo OÜ, legal advisers to the
Ministry of Finance as to Estonian law; (ii) Advokaadibüroo SORAINEN AS as to
Estonian law; and (iii) Clifford Chance LLP as to English law, each in a form acceptable
to the Dealers.
10. Master Global Notes
Confirmation that master Global Note Certificates duly executed by the Issuer have
been delivered to the Registrar.
11. Process agent
A certified copy of a letter from the Embassy of the Republic of Estonia in London at
44 Queen's Gate Terrance, South Kensington, London SW7 5PJ agreeing to act as
process agent for the Issuer in relation to the Dealer Agreement, the Agency Agreement,
the Deed of Covenant and the Notes.
12. Issuer Effectuation Authorisation
A duly executed or a conformed copy of the authorisation from the Issuer to each of
Euroclear and Clearstream, Luxembourg, to effectuate any Global Note Certificates
issued under the Programme and delivered by, or on behalf of the Issuer to Euroclear
and Clearstream, Luxembourg.
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SCHEDULE 3
PRO FORMA SUBSCRIPTION AGREEMENT
[Form of Subscription Agreement where an issue of Notes is syndicated among a group of
institutions]
CLIFFORD CHANCE LLP
THE REPUBLIC OF ESTONIA
EURO MEDIUM TERM NOTE PROGRAMME
SUBSCRIPTION AGREEMENT
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THIS AGREEMENT is made on [date]
BETWEEN:
(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF
FINANCE ("the Issuer");
(2) [ ] as lead manager (the "Lead Manager"); and
(3) [ ], [ ] and [ ] (together with the Lead Manager, the "Managers").
WHEREAS:
(A) The Issuer has established a Euro Medium Term Note Programme (the "Programme")
in connection with which it has entered into dealer agreement dated 19 October 2023
(the "Dealer Agreement").
(B) Pursuant to the Dealer Agreement, the Issuer is entitled to sell Notes (as defined in the
Dealer Agreement) issued under the Programme to institutions who become Dealers in
relation to a particular Tranche of Notes only. Each of the Managers is either a Dealer
in relation to the Programme or has agreed to become a Dealer in relation to the Notes
(as defined below) pursuant to the provisions of this Agreement.
(C) The Issuer proposes to issue [description of Notes] Notes due [maturity date] (the
"Notes") and the Managers wish to subscribe such Notes.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Relevant Agreement
This Agreement is a "Relevant Agreement" as that term is defined in the Dealer
Agreement and each of the Managers is a Dealer on the terms set out in the Dealer
Agreement, save as expressly modified herein. This Agreement is supplemental to, and
should be read and construed in conjunction with, the Dealer Agreement.
1.2 The Notes
The Notes are issued under the Programme and accordingly are Notes as defined in and
for the purposes of the Dealer Agreement, the Agency Agreement and the Deed of
Covenant.
1.3 Defined terms and construction
All terms and expressions which have defined meanings in the Dealer Agreement shall
have the same meanings in this Agreement except where the context requires otherwise
or unless otherwise stated. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Dealer Agreement, the provisions of this
Agreement shall apply. The provisions of Clauses 1.2 (Clauses and Schedules) to 1.5
(Headings) of the Dealer Agreement shall apply to this Agreement mutatis mutandis.
10268925001-v12 - 38 - 70-41063249
2. NEW DEALER(S)
2.1 Appointment
It is agreed that each of [ ], [ ] and [ ] (for the purposes of this Clause 2,
a "New Dealer") shall become a Dealer upon the terms of the Dealer Agreement with
all the authority, rights, powers, duties and obligations of a Dealer as if originally named
as a Dealer under the Dealer Agreement provided that:
2.1.1 Notes only: such authority, rights, powers, duties and obligations shall extend
to the Notes only; and
2.1.2 Termination: following the issue of the Notes, each New Dealer shall have no
further authority, rights, powers, duties or obligations except such as may have
accrued or been incurred prior to, or in connection with, the issue of the Notes.
2.2 Conditions precedent documents
Each New Dealer confirms that it has received sufficient copies of such of the
conditions precedent documents and confirmations listed in Schedule 2 (Initial
Conditions Precedent) to the Dealer Agreement as it has requested, that these have been
found satisfactory to it and that the delivery of any of the other documents or
confirmations listed in Schedule 2 (Initial Conditions Precedent) to the Dealer
Agreement is not required.
3. ISSUE OF THE NOTES
3.1 Pricing Supplement
The Issuer confirms that it has approved the pricing supplement (the "Pricing
Supplement") dated [date] in connection with the issue of the Notes and confirms that
the Pricing Supplement is an authorised document for the purposes of Clause 9
(Authority to Distribute Documents) of the Dealer Agreement.
3.2 Undertaking to issue
The Issuer undertakes to the Managers that, subject to and in accordance with the
provisions of this Agreement, the Notes will be issued on [date] (the "Issue Date"), in
accordance with this Agreement and the Agency Agreement.
3.3 Undertaking to subscribe
The Managers undertake to the Issuer that, subject to and in accordance with the
provisions of this Agreement, they will subscribe and pay for the Notes on the Issue
Date at [figure] per cent. of the aggregate principal amount of the Notes (the "Issue
Price") [plus (if the Issue Date is postponed in accordance with Clause 6.2 (Postponed
closing)) any accrued interest in respect thereof]. The obligations of the Managers
under this sub-clause 3.3 are joint and several.
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3.4 [Fixed price re-offering
Each Manager represents, warrants and agrees that, prior to being notified by the Lead
Manager that the Notes are free to trade, it has not offered or sold and will not offer or
sell (and has procured and will procure that none of its subsidiaries or affiliates offers
or sells) any Notes at a price less than the offered price set by the Lead Manager.]
3.5 [Agreement among Managers]
3.5.1 [The execution of this Agreement on behalf of all parties hereto will constitute
acceptance by each Manager of the ICMA Agreement Among Managers
Version 1 subject to any amendment notified to such Manager in writing at any
time prior to the earlier of the receipt by the Lead Manager of the document
appointing such Manager's authorised signatory and its execution of this
Agreement. References in the Agreement Among Managers to the "Lead
Manager" shall mean [ ], references to the "Settlement Lead" Manager shall
mean [ ], references to the "Stabilisation Coordinator" shall mean [ ] and
references to the Stabilisation Manager shall mean [ ]]
3.5.2 As among the Managers only, and without prejudice to their obligations under
Clause 3.3 (undertaking to subscribe), the Managers agree to subscribe to the
Notes in the amounts set out in Schedule 1 (Underwriting Commitments).
OPTION (for inclusion where there are MiFID II entities as "manufacturers" under
MiFID II and/or FCA authorised entities as "manufacturers" under UK MiFIR)
3.6 [MiFID II [and] UK MiFIR product governance]
3.6.1 Solely for the purposes of the requirements of Article 9(8) of the MIFID Product
Governance rules under EU Delegated Directive 2017/593 (the "EU Product
Governance Rules") regarding the mutual responsibilities of manufacturers
under the EU Product Governance Rules:
(a) [each of] [include, by name, here anyone who is a MiFID manufacturer
for the purpose of this Note issue] ([each a]/[the] "EU Manufacturer"
[and together "the EU Manufacturers"]) [acknowledges to each other
EU Manufacturer that it] understands the responsibilities conferred upon
it under the EU Product Governance Rules relating to each of the
product approval process, the target market and the proposed
distribution channels as applying to the Notes and the related
information set out in the [Pricing Supplement/announcements] in
connection with the Notes; and
(b) [include, by name, here all other parties who are not MiFID
manufacturers for the purpose of this Note issuer] note the application
of the EU Product Governance Rules and acknowledge the target market
and distribution channels identified as applying to the Notes by the EU
Manufacturer[s] and the related information set out in the [Pricing
Supplement/announcements] in connection with the Notes.]
10268925001-v12 - 40 - 70-41063249
3.6.2 [Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") regarding the mutual responsibilities of
manufacturers under the UK MiFIR Product Governance Rules:
(a) [each of] [include, by name, here anyone who is a UK MiFIR
manufacturer for the purpose of this Note issue] ([each a]/[the] "UK
Manufacturer" [and together "the UK Manufacturers"])
[acknowledges to each other UK Manufacturer that it] understands the
responsibilities conferred upon it under the UK MiFIR Product
Governance Rules relating to each of the product approval process, the
target market and the proposed distribution channels as applying to the
Notes and the related information set out in the [Pricing
Supplement/announcements] in connection with the Notes; and
(b) [include, by name, here all other parties who are not UK MiFIR
manufacturers for the purpose of this Note issuer] note the application
of the UK MiFIR Product Governance Rules and acknowledge the target
market and distribution channels identified as applying to the Notes by
the UK Manufacturer[s] and the related information set out in the
[Pricing Supplement/announcements] in connection with the Notes.]
END OF OPTION
3.7 Stabilisation
3.7.1 The parties hereto confirm the appointment of [Stabilisation Manager] as the
central point responsible for public disclosure of stabilisation and handling any
requests in accordance with Article 6(5) of the EU Buy-Back and Stabilisation
Regulation.
4. ADDITIONAL REPRESENTATIONS AND WARRANTIES [AND
UNDERTAKINGS]
[insert any additional representations, warranties and undertakings]
5. FEES AND EXPENSES
5.1 Combined management and underwriting commission
The Issuer shall, on the Issue Date, pay to the Lead Manager for the account of the
Managers a combined management and underwriting commission of [figure] per cent.
of the aggregate principal amount of the Notes. Such commission shall be deducted
from the Issue Price.
OPTION 1 (SELLING COMMISSION)
5.2 Selling commission
The Issuer shall, on the Issue Date, pay to the Lead Manager for the account of the
Managers a selling commission of [figure] per cent. of the aggregate principal amount
of the Notes. Such commission shall be deducted from the Issue Price.
10268925001-v12 - 41 - 70-41063249
OPTION 2 (SELLING CONCESSION)
5.3 Selling concession
The Issuer shall allow to the Managers a selling concession of [figure] per cent. of the
principal amount of each Note. Such concession shall be deducted from the Issue Price.
[END OF OPTIONS]
5.4 Management expenses
OPTION 1 (FIXED SUM IN LIEU OF REIMBURSEMENT OF EXPENSES)
The Issuer shall pay to the Lead Manager on demand [currency][amount] in lieu of
reimbursement of any legal fees and expenses and any travelling, communication,
courier, postage and other out-of-pocket expenses incurred by it in connection with the
management of the issue of the Notes. Such amount may be deducted from the Issue
Price.
OPTION 2 (REIMBURSEMENT OF EXPENSES IN FULL)
The Issuer shall reimburse the Lead Manager on demand for all legal fees and expenses
and any travelling, communication, courier, postage and other out-of-pocket expenses
incurred by it in connection with the management of the issue of the Notes. Any amount
due to the Lead Manager under this sub-clause 5.4 may be deducted from the Issue
Price.
OPTION 3 (REIMBURSEMENT OF EXPENSES SUBJECT TO CAP)
The Issuer shall reimburse the Lead Manager on demand for all legal fees and expenses
and any travelling, communication, courier, postage and other out-of-pocket expenses
incurred by it in connection with the management of the issue of the Notes; provided,
however, that the aggregate liability of the Issuer under this sub-clause shall not exceed
[currency][amount]. Any amount due to the Lead Manager under this sub-clause 5.4
may be deducted from the Issue Price.
END OF OPTIONS
6. CLOSING
6.1 Closing
Subject to Clause 6.3 (Conditions precedent), the closing of the issue shall take place
on the Issue Date, whereupon:
6.1.1 Global Note Certificate: the Issuer shall:
(a) Registration: cause the Notes to be registered in the name of a nominee
for a common safekeeper designated for the purpose by [Euroclear and
Clearstream, Luxembourg] for credit on the Issue Date to the accounts
of [Euroclear and Clearstream, Luxembourg] with such common
safekeeper; and
10268925001-v12 - 42 - 70-41063249
(b) Delivery: deliver the Global Note Certificate, duly executed on behalf
of the Issuer and authenticated and effectuated, in accordance with the
Agency Agreement, to such common safekeeper; and
6.1.2 Payment of net issue proceeds: against such registration and delivery and upon
the Notes initially represented by the Global Note Certificate being credited to
the Commissionaire Account (as defined below) as provided in Clause [6.1.3]
below, the Managers shall procure the payment of the net proceeds of the issue
of the Notes (namely the Issue Price [plus accrued interest] less the fees and
expenses that are to be deducted pursuant to Clause 5 (Fees and Expenses)) (the
"Net Proceeds") into the Commissionaire Account and promptly thereafter to
the Issuer by credit transfer in [currency] for [immediate/same day] value to
such account as the Issuer has designated to the Lead Manager.
6.1.3 Settlement: The [Lead Manager] [or such other Manager as the [Issuer may
direct / Managers may agree] to settle the Notes] (the "Settlement Bank")
acknowledges that the Notes initially represented by the Global Note Certificate
will initially be credited to an account with [Euroclear or Clearstream,
Luxembourg] (the "Commissionaire Account") for the benefit of the
Settlement Bank the terms of which include a third-party beneficiary clause
("stipulation pour autrui") with the Issuer as the third-party beneficiary and
provide that such Notes are to be delivered to others only against payment of
the Net Proceeds into the Commissionaire Account on a delivery against
payment basis. The Settlement Bank acknowledges that (i) the Notes initially
represented by the Global Note Certificate shall be held to the order of the Issuer
as set out above and (ii) the Net Proceeds received in the Commissionaire
Account will be held on behalf of the Issuer until such time as they are
transferred to the Issuer's order. The Settlement Bank undertakes that the Net
Proceeds will be transferred to the Issuer's order promptly following receipt of
such monies in the Commissionaire Account.
6.1.4 The Issuer acknowledges and accepts the benefit of the third-party beneficiary
clause ("stipulation pour autrui") pursuant to the [Belgian/Luxembourg] Civil
Code in respect of the Commissionaire Account.
6.2 Postponed closing
The Issuer and the Lead Manager (on behalf of the Managers) may agree to postpone
the Issue Date to another date not later than [date - usually 14 days after the scheduled
date for closing], whereupon all references herein to the Issue Date shall be construed
as being to that later date.
6.3 Conditions precedent
The Managers shall only be under obligation to subscribe and pay for the Notes if the
conditions precedent set out in Clause 3.1 (Conditions precedent to first issue of Notes)
and Clause 3.2 (Conditions precedent to any issue of Notes) of the Dealer Agreement
have been satisfied including, without prejudice to the foregoing, the receipt by the
Lead Manager (on behalf of the Managers) on the [Issue Date]/[last day preceding the
Issue Date on which banks are open for general business and on which dealings in
10268925001-v12 - 43 - 70-41063249
foreign currency may be carried on in London (the "Pre-closing Date")] of the
following:
6.3.1 Legal opinions: pursuant to Clause 3.2.10 (Legal opinions etc.) of the Dealer
Agreement, legal opinions dated the Issue Date and addressed to the Managers
from: (i) Ellex Raidla Advokaadibüroo OÜ, legal advisers to the Ministry of
Finance as to Estonian law; (ii) Advokaadibüroo SORAINEN AS as to Estonian
law; and (iii) Clifford Chance, London as to English law;
6.3.2 Closing certificate: pursuant to sub-clause 3.2.7 (Certificate) of the Dealer
Agreement, a closing certificate relating to the Issuer dated the Issue Date,
addressed to the Managers and signed by a duly authorised signatory on behalf
of the Issuer; [and]
6.3.3 Process agents' acceptance: evidence that the persons mentioned in Clause 19.3
(Service of Process) of the Dealer Agreement have agreed to receive process in
the manner specified therein in respect of the Notes;
6.3.4 Ratings: [Confirmation from the Issuer of the rating to be assigned to Notes
issued; [and]
6.3.5 [Others: pursuant to Clause 3.2.10 (Legal opinions etc.) of the Dealer
Agreement, such other conditions precedent as the Lead Manager may require.]
7. SURVIVAL
The provisions of this Agreement shall continue in full force and effect notwithstanding
the completion of the arrangements set out herein for the issue of the Notes and
regardless of any investigation by any party hereto.
8. TIME
Any date or period specified herein may be postponed or extended by mutual agreement
among the parties but, as regards any date or period originally fixed or so postponed or
extended, time shall be of the essence.
9. NOTICES
Any notification hereunder to the Issuer shall be made in accordance with the provisions
of Clause 12 (Notices) of the Dealer Agreement and, in the case of notification to the
Managers, shall be to the Lead Manager by email or in writing at:
[
]
Email: [ ]
Attention: [ ]
10268925001-v12 - 44 - 70-41063249
10. GOVERNING LAW AND JURISDICTION
This Agreement and any non-contractual obligations arising out of or in connection
with it are governed by English law. The provisions of Clause 19 (Governing Law and
Arbitration) of the Dealer Agreement shall be deemed to be incorporated by reference
into this Agreement mutatis mutandis.
11. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original. Any party may enter into this Agreement by signing any such
counterpart.
12. RIGHTS OF THIRD PARTIES
A person who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Agreement.
AS WITNESS the hands of the duly authorised representatives of the parties hereto the day
and year first before written.
The Issuer
For and on behalf of
THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE
By:
The Lead Manager
For and on behalf of
[LEAD MANAGER]
By:
Signed by [ ]
acting as attorney
for and on behalf of
[list of the names of Managers]
10268925001-v12 - 45 - 70-41063249
SCHEDULE 1
Underwriting Commitments
The underwriting commitments of the Managers in respect of the Notes shall be as follows:
Manager Underwriting Commitment
[ ] [ ]
[ ] [ ]
Total [ ]
10268925001-v12 - 46 - 70-41063249
SCHEDULE 4
CONTACT DETAILS AND NOTICES
The Issuer
The Republic of Estonia, Acting through the Ministry of Finance
Address: Ministry of Finance of Estonia
1, Suur-Ameerika Street
10122 Tallinn
Estonia
Email:
[email protected]
Attention: State Treasury
The Dealers
Citigroup Global Markets Europe AG
Address: Reuterweg 16
60323 Frankfurt am Main
Germany
Email:
[email protected]
Attention: MTN Desk
Barclays Bank Ireland PLC
Address: One Molesworth Street
Dublin 2
D02RF29
Ireland
Email:
[email protected]
Attention: MTN Dealers
The Principal Paying Agent
Citibank, N.A., London Branch
Address: Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Email:
[email protected];
[email protected] (for payments)
Attention: Agency & Trust
10268925001-v12 - 47 - 70-41063249
SCHEDULE 5
FORM OF DEALER ACCESSION LETTER
[New Dealer]
[Address]
To: [ ]
The Republic of Estonia
Euro Medium Term Note Programme
We refer to our Euro Medium Term Note Programme (the "Programme") for the issuance of
notes, in connection with which we have entered into a dealer agreement [dated 19 October
2023] (the "Dealer Agreement"). All terms and expressions which have defined meanings in
the Dealer Agreement shall have the same meanings in this letter except where the context
requires otherwise or unless otherwise stated.
We have pleasure in inviting you to become a Dealer upon the terms of the Dealer Agreement
[but only in respect of [specify Tranche of Notes (the "Notes")]], a copy of which has been
supplied to you by us.
We are enclosing such copies of the conditions precedent as set out in Schedule [2] (Initial
Conditions Precedent) to the Dealer Agreement as you have requested together with copies of
any updates or supplements thereto as have been delivered to the existing Dealers. [In addition,
we enclose letters from Clifford Chance LLP, Ellex Advokaadibüroo OÜ and Advokaadibüroo
SORAINEN AS entitling you to rely on the original letters referred to therein.]
Please return a copy of this letter to us signed by an authorised signatory whereupon you will
become a Dealer for the purposes of the Dealer Agreement with [,subject as hereinafter
provided,] all the authority, rights, powers, duties and obligations of a Dealer under the Dealer
Agreement [except that, following the issue of the Notes, you shall have no further authority,
rights, powers, duties or obligations except such as may have accrued or been incurred prior
to, or in connection with, the issue of the Notes].
[MiFID II] / [UK MiFIR product governance]
[Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance
rules under EU Delegated Directive 2017/593 (the "EU Product Governance Rules")
regarding the mutual responsibilities of manufacturers under the EU Product Governance
Rules, in respect of [include name of MiFID manufacturer for the purpose of the Note issue]
(the "EU Manufacturer"), the Issuer notes the application of the EU Product Governance
Rules and acknowledge the target market and distribution channels identified as applying to
the Notes by the EU Manufacturer and the related information set out in the [Pricing
Supplement/announcements] in connection with the Notes.]
[Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") regarding the mutual responsibilities of manufacturers under the UK MiFIR Product
10268925001-v12 - 48 - 70-41063249
Governance Rules in respect of [include name of UK MiFIR manufacturer for the purpose of
the Note issue] (the "UK Manufacturer"), the Issuer notes the application of the UK MiFIR
Product Governance Rules and acknowledge the target market and distribution channels
identified as applying to the Notes by the UK Manufacturer and the related information set out
in the [Pricing Supplement/announcements] in connection with the Notes.]
[Stabilisation
The Issuer confirms the appointment of [Stabilisation Manager] as the central point responsible
for public disclosure of stabilisation and handling any [competent authority] requests, in each
case, in accordance with Article 6(5) of the EU Buy-Back and Stabilisation Regulation and
Article 6(5) of the UK FCA Stabilisation Binding Technical Standards.]
This letter and any non-contractual obligations arising out of or in connection with it are
governed by English law. The provisions of Clause 19 (Governing Law and Arbitration) of
the Dealer Agreement shall apply to this letter as if set out herein in full.
For and on behalf of
REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE
By:
10268925001-v12 - 49 - 70-41063249
CONFIRMATION
We hereby accept our appointment as a Dealer under the Dealer Agreement upon the terms of
this letter [but only in respect of [specify Tranche of Notes]].
[MiFID II] / [UK MiFIR product governance]
[Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance
rules under EU Delegated Directive 2017/593 (the "EU Product Governance Rules")
regarding the mutual responsibilities of manufacturers under the EU Product Governance Rules,
[include name of MiFID manufacturer for the purpose of the Note issue] (the "EU
Manufacturer") acknowledges that it understands the responsibilities conferred upon it under
the EU Product Governance Rules relating to each of the product approval process, the target
market and the proposed distribution channels as applying to the Notes and the related
information set out in the [Pricing Supplement/announcements] in connection with the Notes.]
[Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") regarding the mutual responsibilities of manufacturers under the UK MiFIR Product
Governance Rules, [include name of UK MiFIR manufacturer for the purpose of the Note issue]
(the "UK Manufacturer") acknowledges that it understands the responsibilities conferred
upon it under the UK MiFIR Product Governance Rules relating to each of the product approval
process, the target market and the proposed distribution channels as applying to the Notes and
the related information set out in the [Pricing Supplement/announcements] in connection with
the Notes.]
[Stabilisation
[Stabilisation Manager] accepts the appointment by the Issuer as the central point responsible
for public disclosure of stabilisation and handling any [competent authority] requests, in each
case, in accordance with Article 6(5) of the EU Buy-Back and Stabilisation Regulation and
Article 6(5) of the UK FCA Stabilisation Binding Technical Standards.]
We confirm that we are in receipt of all the documents which we have requested and have
found them to be satisfactory.
For the purposes of the Dealer Agreement our communication details are as set out below.
10268925001-v12 - 50 - 70-41063249
For and on behalf of
[NEW DEALER]
By:
Date:
Address: [ ]
Email: [ ]
Attention: [name or department]
[copies to:
(i) all existing Dealers who have been appointed in respect of the Programme generally;
(ii) the existing Principal Paying Agent.]
10268925001-v12 - 51 - 70-41063249
SIGNATURES
The Issuer
For and on behalf of
THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE
By:
The Arrangers
For and on behalf of
CITIGROUP GLOBAL MARKETS EUROPE AG
By:
BARCLAYS BANK IRELAND PLC
By:
Project Limestone – Estonia Dealer Agreement – Signature Page
IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE U.S.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to
the attached offering circular following this page (the "Offering Circular") or otherwise received as a result of
such access and you are therefore advised to read this disclaimer carefully before reading, accessing or making
any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound
by the following terms and conditions, including any modifications to them from time to time, each time you
receive any information from us as a result of such access.
Confirmation of your representation: By accessing this Offering Circular you have confirmed that (i) you have
understood and agree to the terms set out herein, (ii) that the electronic mail address you have given to us is not
located in the United States, its territories and possessions and (iii) you consent to delivery by electronic
transmission.
This Offering Circular has been made available to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently neither
the Dealers nor any of their respective affiliates nor the Republic of Estonia accepts any liability or responsibility
whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and
the hard copy version.
You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person
into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not nor are you authorised to deliver this Offering Circular,
electronically or otherwise, to any other person and in particular to any U.S. address. Failure to comply with this
directive may result in a violation of the United States Securities Act of 1933, (as amended) (the "Securities Act")
or the applicable laws of other jurisdictions.
Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO.
Any securities to be issued will not be registered under the Securities Act or with any securities regulatory authority
of any state or other jurisdiction of the United States and may not be offered, sold or delivered in the United States
(as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or
pursuant to an exemption from such registration. In particular, the Notes have not been, and will not be, registered
under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United
States. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S) except in certain transactions exempt from the registration requirements of
the Securities Act.
10268981377-v17 -i- 70-41063249
OFFERING CIRCULAR
THE REPUBLIC OF ESTONIA
Euro Medium Term Note Programme
___________________________________
Under the Euro Medium Term Note Programme (the "Programme") described in this Offering Circular, The
Republic of Estonia (the "Issuer"), may from time to time issue debt instruments in registered form (the "Notes").
Notes may be issued from time to time to one or more of the Dealers specified under "Overview of the Programme"
and any additional Dealer appointed under the Programme from time to time by the Issuer (each, a "Dealer" and
together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this
Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Application will be made
for the Notes issued under the Programme to be admitted to the official list (the "Official List") and to trading on
the regulated market of the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin"). The
regulated market of Euronext Dublin is a regulated market for the purposes of Directive 2014/65/EU on markets
in financial instruments (as amended, "EU MiFID II"). Application may also be made for the Notes issued under
this Programme to be admitted to listing, trading and/or quotation on or by such other or further listing authorities,
stock exchanges and/or quotation systems as may be agreed with the Issuer.
In accordance with Article 1(2)(b) of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"),
no prospectus is required in connection with the issuance of Notes described in this Offering Circular.
Accordingly, this Offering Circular does not purport to meet the format or disclosure requirements of the
Prospectus Regulation, and has not been, and will not be, submitted for approval to any competent authority within
the meaning of the Prospectus Regulation and in particular the Central Bank of Ireland, in its capacity as competent
authority under the Prospectus Regulation.
[As at the date of this Offering Circular, the long-term foreign currency and local currency debt of the Republic of
Estonia has been rated AA- by S&P Global Ratings Europe Limited ("S&P"), A1 by Moody's Deutschland GmbH
("Moody's") and A+ by Fitch Ratings Ireland Limited ("Fitch"). S&P, Moody's and Fitch are established in the
EEA and registered under Regulation (EC) No 1060/2009, (the "EU CRA Regulation"). S&P, Moody's and Fitch
appear on the latest update of the list of registered credit rating agencies (as of [•] 2023) on the ESMA website.
The rating S&P, Moody's and Fitch have given to the Notes is endorsed by S&P Global Ratings UK Limited,
Moody's Investor Services Ltd and Fitch Ratings Ltd respectively, which are established in the UK and registered
under Regulation (EC) No 1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (the "UK CRA Regulation").]
Prospective investors should have regard to the risk factors described under the section "Risk Factors" in this
Offering Circular. This Offering Circular does not describe all of the risks of an investment in the Notes.
Arrangers and Dealers
BARCLAYS CITIGROUP
19 October 2023
10268981377-v17 - ii - 70-41063249
CONTENTS
Page
IMPORTANT NOTICES .................................................................................................................. 4
ENFORCEABILITY OF JUDGMENTS AND FOREIGN ARBITRAL AWARDS ....................... 8
OVERVIEW ...................................................................................................................................... 9
RISK FACTORS ............................................................................................................................. 14
INFORMATION INCORPORATED BY REFERENCE ............................................................... 24
PRICING SUPPLEMENT .............................................................................................................. 25
FORMS OF THE NOTES ............................................................................................................... 26
TERMS AND CONDITIONS OF THE NOTES ............................................................................ 28
FORM OF PRICING SUPPLEMENT ............................................................................................ 78
USE OF PROCEEDS ...................................................................................................................... 90
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .................. 91
DESCRIPTION OF THE REPUBLIC OF ESTONIA .................................................................... 93
ESTONIAN TAXATION ............................................................................................................... 94
SUBSCRIPTION AND SALE ........................................................................................................ 96
GENERAL INFORMATION ......................................................................................................... 98
10268981377-v17 70-41063249
IMPORTANT NOTICES
Responsibility for this Offering Circular
The Republic of Estonia (the "Issuer") accepts responsibility for the information contained in this Offering
Circular and any Pricing Supplement and declares that, to the best of its knowledge, the information
contained in this Offering Circular is, in accordance with the facts and the Offering Circular makes no
omission likely to affect its import.
Pricing Supplement
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called a
pricing supplement (the "Pricing Supplement"). Copies of each Pricing Supplement in relation to Notes
to be listed on the Euronext Dublin will be published on the website of the Euronext Dublin
(https://live.euronext.com).
Other relevant information
This Offering Circular must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and
construed together with the relevant Pricing Supplement.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Offering
Circular contains all information which is (in the context of the Programme, the issue, offering and sale of
the Notes) material to investors in the context of their investment decision; that such information is true
and accurate in all material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed in this Offering Circular are honestly held or made and are not
misleading in any material respect; that this Offering Circular does not omit to state any material fact
necessary to make such information, opinions, predictions or intentions (in the context of the Programme,
the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries
have been made to verify the foregoing.
The Issuer confirms that any information from third party sources has been accurately reproduced and that,
so far as it is aware and is able to ascertain from information published by such third party source, no facts
have been omitted which would render the reproduced information inaccurate or misleading in any material
respect.
Unauthorised information
No person has been authorised to give any information or to make any representations not contained in or
not consistent with this Offering Circular or any other document entered into in relation to the Programme
or any information supplied by the Issuer or such other information as is in the public domain and if given
or made, such information or representation should not be relied upon as having been authorised by the
Issuer or any Dealer.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or Notes issued under the Programme other than as contained in this Offering Circular or as expressly
approved for such purpose by the Issuer. Any such representation or information should not be relied upon
as having been authorised by the Issuer or the Dealers.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Offering Circular and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Offering Circular or any responsibility
for the acts or omissions of the Issuer or any other person (other than the relevant Dealer) in connection
with the issue and offering of the Notes. Neither the delivery of this Offering Circular or any Pricing
Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication
that the information contained in this Offering Circular is true subsequent to the date hereof or the date
upon which this Offering Circular has been most recently amended or supplemented or that there has been
no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or
financial or trading position of the Issuer since the date thereof or, if later, the date upon which this Offering
Circular has been most recently amended or supplemented or that any other information supplied in
10268981377-v17 -4- 70-41063249
connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Restrictions on distribution
The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and delivery
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering
Circular or any Pricing Supplement comes are required by the Issuer and the Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Offering Circular or any Pricing Supplement and other
offering material relating to the Notes, see "Subscription and Sale".
Prospective purchasers of Notes issued under the Programme should consult their tax advisers as to the
consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws
of the Republic of Estonia of acquiring, holding and disposing of Notes issued under the Programme and
receiving payments of interest, principal and/or other amounts under Notes issued under the Programme.
This Offering Circular includes statements that are, or may be deemed to be, 'forward looking statements'.
These forward looking statements can be identified by the use of forward looking terminology, including
the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will', or 'should' or, in each case,
their negative or other variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward looking statements include all matters that are
not historical facts. They appear in a number of places throughout this document and include, but are not
limited to, the following: statements regarding the intentions, beliefs or current expectations of the Issuer
concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth,
strategies of the Issuer and the industry in which the Issuer operates.
By their nature, forward looking statements involve risk and uncertainty because they relate to future events
and circumstances. Forward looking statements are not guarantees of future performance and the actual
results of the Issuer's operations, financial condition and liquidity, and the development of the industry in
which the Issuer operates may differ materially from those described in, or suggested by, the forward
looking statements contained in this document. In addition, even if the results of operations, financial
condition and liquidity, and the development of the industry in which the Issuer operates, are consistent
with the forward looking statements contained in this document, those results or developments may not be
indicative of results or developments in subsequent periods.
The Republic of Estonia is a sovereign state. Consequently, it may be difficult for investors to obtain
judgments of courts in countries outside Estonia against the Republic of Estonia. Enforcement of such
judgments in Estonia may be refused in certain circumstances in the absence of an applicable treaty
facilitating such enforcement. See "Risk Factors—Risks Relating to the Notes— The Republic of Estonia is
a sovereign state and accordingly it may be difficult to enforce judgments against certain assets".
This and other factors are discussed in more detail under "Risk Factors" and "Description of the Republic
of Estonia". Many of these factors are beyond the control of the Issuer. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary
materially from those described in this document as anticipated, believed, estimated or expected. Except to
the extent required by laws and regulations, the Issuer does not intend, and does not assume any obligation,
to update any forward looking statements set out in this Offering Circular.
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY
OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Neither this Offering Circular nor any Pricing Supplement constitutes an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of this Offering Circular or any Pricing Supplement should subscribe for or
10268981377-v17 -5- 70-41063249
purchase any Notes. Each recipient of this Offering Circular or any Pricing Supplement shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Product Governance under Directive 2014/65/EU (as amended) ("EU MiFID II")
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
EU MiFID Product Governance Rules.
The Pricing Supplement in respect of any Notes may include a legend entitled "EU MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
Product Governance under Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 ("UK MiFIR")
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
The Pricing Supplement in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any distributor should take into consideration the target
market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
Product classification pursuant to Section 309B of the Securities and Futures Act 2001
The Pricing Supplement in respect of any Notes may include a legend entitled "Singapore Securities and
Futures Act Product Classification" which will state the product classification of the Notes pursuant to
Section 309B(1) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time
to time (the "SFA"). The Issuer will make a determination and provide the appropriate written notification
to "relevant persons" in relation to each issue about the classification of the Notes being offered for the
purposes of Section 309B(1)(a) and Section 309B(1)(c) of the SFA.
Certain definitions
In this Offering Circular , unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "U.S.$", "U.S. dollars" or "dollars" are to
United States dollars, references to "EUR" or "euro" are to the currency introduced at the start of the third
stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC)
No 974/98 of 3 May 1998 on the introduction of the euro, as amended.
Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Ratings
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) described above or the rating(s) assigned to
Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the
relevant Pricing Supplement. Whether or not each credit rating applied for in relation to a relevant Tranche
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of Notes will be (1) issued or endorsed by a credit rating agency established in the EEA and registered
under the EU CRA Regulation or by a credit rating agency which is certified under the EU CRA Regulation
and/or (2) issued or endorsed by a credit rating agency established in the UK and registered under the UK
CRA Regulation or by a credit rating agency which is certified under the UK CRA Regulation will be
disclosed in the Pricing Supplement. In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not (1) issued by a credit rating agency established in the
EEA and registered under the EU CRA Regulation or (2) provided by a credit rating agency not established
in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the EU
CRA Regulation or (3) provided by a credit rating agency not established in the EEA which is certified
under the EU CRA Regulation. In general, UK regulated investors are restricted from using a rating for
regulatory purposes if such rating is not (1) issued by a credit rating agency established in the UK and
registered under the UK CRA Regulation or (2) provided by a credit rating agency not established in the
UK but is endorsed by a credit rating agency established in the UK and registered under the UK CRA
Regulation or (3) provided by a credit rating agency not established in the UK which is certified under the
UK CRA Regulation.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Pricing Supplement may over allot Notes or effect transactions with a view to supporting
the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made
and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
10268981377-v17 -7- 70-41063249
ENFORCEABILITY OF JUDGMENTS AND FOREIGN ARBITRAL AWARDS
Foreign judgments are recognised and generally enforced in Estonia on the basis of national legislation,
European Union (EU) legislation or international treaties (whether bilateral, for example, legal assistance
agreements, or multilateral, for example, Hague conventions).
Arbitral awards will be recognized and enforced in Estonia under the conditions set forth in the Estonian
Code of Civil Procedure pursuant to which awards of foreign arbitral tribunals are recognized and accepted
for enforcement in Estonia pursuant to the 1958 New York Convention on the Recognition and
Enforcement of Foreign Arbitral Awards (the "New York Convention") and other foreign agreements
which Estonia is a party to. The grounds for non-recognition of foreign arbitral awards are set out in Article
5 of the New York Convention. Therefore the recognition and enforcement of the arbitration awards
obtained by a Noteholder in a country being a party to the New York Convention is possible in Estonia on
the basis of and subject to the conditions set out in that convention.
If the foreign judgement is not subject to the EU regulations or international treaties (e.g., legal assistance
agreements or Hague conventions), the Estonian Code of Civil Procedure of 2005 (tsiviilkohtumenetluse
seadustik), as amended, is applied.
According to Estonian Code of Civil Procedure a judgment in a civil matter made by a foreign State other
than a Member State of the European Union is subject to recognition in the Republic of Estonia, except in
the case where: (i) recognition of the judgment would be clearly contrary to the essential principles of
Estonian law (public order) and, above all, the fundamental rights and freedoms of persons; (ii) the debtor
was unable to reasonably defend the rights thereof and, above all, if the summons or other document
initiating the proceeding was not serve in time and in the requisite manner, unless such person had a
reasonable opportunity to contest the judgment and the person failed to do so within the prescribed term;
(iii) the judgment is in conflict with an earlier judgment made in Estonia in the same matter between the
same parties or if a claim between the same parties has been filed to Estonian court; (iv) the judgment is in
conflict with a judgment of a foreign court in the same matter between the same parties which has been
earlier recognised or enforced in Estonia; (v) the judgment is in conflict with a judgment made in a foreign
state in the same matter between the same parties which has not been recognised in Estonia, provided that
the earlier foreign judgment is subject to recognition or enforcement in Estonia; (vi) the court which made
the judgment could not have made the judgment according to the provisions of Estonian law regulating
international jurisdiction; (vii) the judgment has not entered into force pursuant to the law of the country,
except if otherwise foreseen by the law of the international agreement.
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OVERVIEW
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Pricing Supplement. The Issuer and any relevant Dealer may agree
that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which
event, in the case of listed Notes only and if appropriate, a new Offering Circular will be published.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Offering Circular have the same meanings in this overview.
The Issuer: The Republic of Estonia, acting through the Ministry of Finance
Legal Entity Identifier: 254900EIG0O7C6C9R437
Arranger: Barclays Bank Ireland PLC and Citigroup Global Markets Europe
AG
Dealers: Barclays Bank Ireland PLC and Citigroup Global Markets Europe
AG and any other Dealers appointed in accordance with the Dealer
Agreement either generally in respect of the Programme or in
relation to a particular Tranche of Notes
Fiscal Agent: Citibank, N.A., London Branch
Registrar: Citibank Europe PLC
Programme Size: The Programme is unlimited in amount.
Certain Restrictions: Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see "Subscription and
Sale") including the following restrictions applicable at the date of
this Offering Circular.
Notes having a maturity of less than one year
Notes having a maturity of less than one year will constitute
deposits for the purposes of the prohibition on accepting deposits
contained in section 19 of the Financial Services and Markets Act
2000 (the FSMA) unless they are issued to a limited class of
professional investors and have a denomination of at least
£100,000 or its equivalent, see "Subscription and Sale".
Notes having a maturity of less than one year are subject to
restrictions on their denomination and distribution, see "Certain
Restrictions – Selling Restrictions Addressing Additional United
Kingdom Securities Laws".
Issuance in Series: Notes will be issued in Series ("Series"). Each Series may comprise
one or more Tranches ("Tranches" and each a "Tranche") issued
on different issue dates. The Notes of each Series will all be subject
to identical terms, except that the issue date and the amount of the
first payment of interest may be different in respect of different
Tranches. The Notes of each Tranche will also be subject to
identical terms in all respects save that a Tranche may comprise
Notes of different denominations.
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Distribution: Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Currencies: Notes may be denominated in any currency or currencies agreed
between the Issuer and the relevant Dealer, subject to any
applicable legal or regulatory restrictions.
Maturities: The Notes will have such maturities as may be agreed between the
Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws
or regulations applicable to the Issuer or the relevant Specified
Currency.
Issue Price: Notes may be issued at an issue price which is at par or at a discount
to, or premium over, par. The price and amount of Notes to be
issued under the Programme will be determined by the Issuer at the
time of issue in accordance with prevailing market conditions.
Interest: Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate or a combination
thereof and the method of calculating interest may vary between
the issue date and the maturity date of the relevant Series.
Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be
agreed between the Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the relevant
Dealer.
Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined on the
basis of a reference rate appearing on the agreed screen page of a
commercial quotation service.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of
Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period,
as agreed prior to issue by the Issuer and the relevant Dealer, will
be payable on such Interest Payment Dates, and will be calculated
on the basis of such Day Count Fraction, as may be agreed between
the Issuer and the relevant Dealer.
Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their
principal amount and will not bear interest.
Redemption: The applicable Pricing Supplement will indicate either that the
relevant Notes cannot be redeemed prior to their stated maturity
(other than for taxation reasons or following an Event of Default)
or that such Notes will be redeemable at the option of the Issuer
and/or the Noteholders upon giving notice to the Noteholders or
the Issuer, as the case may be, on a date or dates specified prior to
such stated maturity and at a price or prices and on such other terms
as may be agreed between the Issuer and the relevant Dealer.
Denomination of Notes: The Notes will be issued in such denomination as may be agreed
between the Issuer and the relevant Dealer.
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Taxation: All payments in respect of the Notes will be made without
deduction for or on account of withholding taxes imposed by the
Republic of Estonia as provided in Condition 11 (Taxation). In the
event that any such deduction is made, the Issuer will, save in
certain limited circumstances provided in Condition 11 (Taxation),
be required to pay additional amounts to cover the amounts so
deducted.
Negative Pledge: The terms of the Notes will contain a negative pledge provision as
further described in Condition 5 (Negative Pledge).
Cross Default: The terms of the Notes will contain a cross default provision as
further described in Condition 12 (Events of Default).
Listing and admission to Applications have been made for Notes to be admitted after the date
trading: hereof to listing on the official list and to trading on the regulated
market of Euronext Dublin.
Notes may be listed or admitted to trading, as the case may be, on
other or further stock exchanges or markets agreed between the
Issuer and the relevant Dealer in relation to the Series. Notes which
are neither listed nor admitted to trading on any market may also
be issued.
The applicable Pricing Supplement will state whether or not the
relevant Notes are to be listed and/or admitted to trading and, if so,
on which stock exchanges and/or markets.
Status: The Notes (subject to Condition 5 (Negative Pledge)) are the direct,
unconditional, unsubordinated and unsecured obligations of the
Issuer and rank and will rank pari passu, without preference among
themselves, with all other unsecured External Indebtedness of the
Issuer, from time to time outstanding, provided, however, that the
Issuer shall have no obligation to effect equal or rateable
payment(s) at any time with respect to any such other External
Indebtedness and, in particular, shall have (i) no obligation to pay
other External Indebtedness (irrespective of the creditor) at the
same time as payment of sums due on the Notes issued under the
Programme; and (ii) no obligation to pay sums due on Notes issued
under the Programme at the same time as other External
Indebtedness (irrespective of the creditor).
Form: The Notes will be issued in registered form.
Each Tranche will be represented by either individual note
certificates ("Individual Note Certificates") or one or more global
note certificates ("Global Note Certificates").
Each Note represented by a Global Note Certificate will either be:
(a) in the case of a Certificate which is not to be held under the new
safekeeping structure ("New Safekeeping Structure" or "NSS"),
registered in the name of a common depositary (or its nominee) for
Euroclear and/or Clearstream, Luxembourg and/or any other
relevant clearing system and the relevant Global Note Certificate
will be deposited on or about the issue date with the common
depositary; or (b) in the case of a Certificate to be held under the
New Safekeeping Structure, be registered in the name of a common
safekeeper (or its nominee) for Euroclear and/or Clearstream,
Luxembourg and the relevant Global Note Certificate will be
10268981377-v17 - 11 - 70-41063249
deposited on or about the issue date with the common safekeeper
for Euroclear and/or Clearstream, Luxembourg.
[Rating:] [As at the date of this Offering Circular, the long-term foreign
currency and local currency debt of the Republic of Estonia has
been rated AA- by S&P Global Ratings Europe Limited ("S&P") ,
A1 by Moody's Deutschland GmbH ("Moody's") and A+ by Fitch
Ratings Ireland Limited ("Fitch"). S&P, Moody's and Fitch are
established in the EEA and registered under Regulation (EC) No
1060/2009 (the "EU CRA Regulation").
S&P, Moody's and Fitch appear on the latest update of the list of
registered credit rating agencies (as of [•] 2023) on the ESMA
website. The rating S&P, Moody's and Fitch have given to the
Notes is endorsed by S&P Global Ratings UK Limited, Moody's
Investor Services Ltd and Fitch Ratings Ltd respectively, which are
established in the UK and registered under Regulation (EC) No
1060/2009 as it forms part of domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK
CRA Regulation").
In general, European regulated investors are restricted from using
a rating for regulatory purposes if such rating is not (1) issued by a
credit rating agency established in the EEA and registered under
the EU CRA Regulation or (2) provided by a credit rating agency
not established in the EEA but which is endorsed by a credit rating
agency established in the EEA and registered under the EU CRA
Regulation or (3) provided by a credit rating agency not established
in the EEA but which is certified under the EU CRA Regulation.
Similarly, in general, UK regulated investors are restricted from
using a rating for regulatory purposes if such rating is not (1) issued
by a credit rating agency established in the UK and registered under
the UK CRA Regulation or (2) provided by a credit rating agency
not established in the UK but which is endorsed by a credit rating
agency established in the UK and registered under the UK CRA
Regulation or (3) provided by a credit rating agency not established
in the UK but which is certified under the UK CRA Regulation.]
Collective Action Clause: The Notes contain a Collective Action Clause in Condition 16
(Meetings of Noteholders and Modification).
If the Issuer issues future Debt Securities (as defined in Condition
16) which contain collective action clauses in substantially the
same form as the collective action clauses outlined in Conditions
16A or 16B, the Notes would be capable of aggregation for voting
purposes with any such future Debt Securities, thereby allowing
‘cross-series' modifications to the terms and conditions of all
affected series of Notes (even, in some circumstances, where
majorities in certain Series did not vote in favour of the
modifications being voted on).
Governing Law: The Notes, the Agency Agreement, the Deed of Covenant, the
Dealer Agreement and the Subscription Agreement, and any non-
contractual obligations arising out of or in connection therewith,
will be governed by English law.
Clearing Systems: Euroclear, Clearstream, Luxembourg and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified in
the relevant Pricing Supplement.
10268981377-v17 - 12 - 70-41063249
Selling Restrictions: See "Subscription and Sale".
United States Selling Regulation S, Category 1.
Restrictions:
Risk Factors: Investing in the Notes involves risks. See "Risk Factors".
Use of proceeds: Unless a specific use of proceeds is specified in the relevant Pricing
Supplement, the net proceeds of the issue of the Notes will be used
by the Republic of Estonia for general budgetary purposes.
Domestic Notes Notwithstanding anything to the contrary in this Offering Circular,
the Issuer may from time to time (and without limitation) offer and
issue Notes through auctions to local participants, syndicates with
local banks and public offerings including to retail investors (such
Notes, the "Domestic Notes"), which domestic Notes may (to the
extent permitted by applicable law) be consolidated to form a single
Series with an existing Series of Notes previously issued under the
Programme. Notes issued under the Programme and domestic
Notes may be listed on Nasdaq Tallinn AS.
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RISK FACTORS
You should read this entire Offering Circular carefully. Words and expressions defined elsewhere in this
Offering Circular have the same meanings in this section. Investing in the Notes involves certain risks. In
addition, the purchase of the Notes may involve substantial risks and be suitable only for investors who
have the knowledge and experience in financial and business matters to enable them to evaluate the risks
and merits of an investment in the Notes. You should make your own inquiries as you deem necessary
without relying on the Republic of Estonia or any Dealer and should consult with your financial, tax, legal,
accounting and other advisers, prior to deciding whether to make an investment in the Notes. You should
consider, among other things, the following:
1. Risks relating to the Republic of Estonia
The Republic of Estonia is susceptible to geopolitical risk, principally from its relationship with its
neighbour, Russia.
On 24 February 2022, Russia commenced a military invasion of Ukraine. In response, the United States,
the United Kingdom, the European Union, Japan and other countries have announced the imposition of
extensive sanctions on certain industry sectors of Russia, contested regions of Ukraine including Donetsk
and Luhansk and on certain Russian individuals and entities. The sanctions announced to date include
restrictions on selling or importing goods, materials and items (including an embargo on Russian crude oil
exports to the EU), services or technology in or from affected regions, travel bans and asset freezes
impacting connected individuals and political, military, business and financial organizations in Russia,
severing Russia's largest banks from the U.S. financial system, removal of certain Russian financial
institutions from the Society for Worldwide Interbank Financial Telecommunication system, barring some
Russian entities from raising money, blocking the access of certain Russian banks to financial markets and
preventing Russian nationals or residents from holding posts in governing bodies of owners or operators of
the EU's critical infrastructures and critical entities. On 23 June 2023, the European Commission announced
the adoption of an eleventh package of restrictive measures against Russia imposing additional trade,
transport and energy restrictions and extending the scope of asset freezes. On 3 August 2023, the European
Commission extended the scope of sanctions to include Belarus.
There exists a risk of further deterioration of geopolitical relations, including the war spilling over into new
territories. The Republic of Estonia is also vulnerable to any attempts to spark unrest among its
approximately 22.5 per cent. (as at 1 January 2023) ethnic Russian population. Given its high usage and
reliance on information technology, Estonia is also vulnerable to cyberattacks. Although Russia has not
been one of Estonia's main trading partners in recent years and Estonia's dependence on Russian energy
imports is relatively low, the Republic of Estonia has some economic exposure to unforeseen and
potentially severe changes in its trading relationship.
For historical reasons, the electricity grids of each of the Baltic states, including Estonia, continue to be
operated in a synchronous mode with the Russian and Belarussian system. This means that the electricity
networks of the Baltic states form part of the unified system with Russia and Belarus and run on the same
frequency. At the same time, the Baltic States are connected with other EU Member States through several
electricity lines, including the Estlink 1 and Estlink 2 interconnections between Estonia and Finland (with
the total capacity of 1,000MW). Since 2018, the Baltic states have been preparing to join the Baltic power
grids with the Continental Europe Synchronous Area (the "CESA") and de-synchronising and
disconnection from the Russian and Belarussian system. The works continue and, on 3 August 2023,
Estonia, Latvia and Lithuania signed an agreement to bring the deadline for synchronisation forward from
the end of 2025 to February 2025. Current geopolitical tensions have elevated the risks arising from
operating the Baltic electricity grids in synchronous mode with the Russian and Belarussian system. To
mitigate the risks, contingency planning for the Baltic states have made preparations for emergency
synchronisation with CESA, should this be necessary. Such earlier emergency synchronisation reduces the
risks related to security of supply, while the execution of such emergency synchronisation may increase
operational costs for the electricity system. According to estimations by the Estonian transmission system
operator Elering, the emergency synchronisation process may take up to 12 hours to complete. No
electricity trade is ongoing with Russia and Belarus, therefore, no adequacy or electricity price risks are
foreseen from switching the synchronous area.
Furthermore, Estonia's largest power plants are dependent on cooling water from the river Narva, which is
located at the border between Estonia and Russia, and the water level of which can be managed by Russia.
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Construction works are ongoing to implement necessary measures to minimise this exposure by the end of
2023 but until then restrictions to the availability of the cooling water may adversely impact the electricity
production capacity of the power plants and may lead to increased dependency on imports of electricity
through the interconnections from Finland and Latvia, which may not be sufficient at all times to cover the
electricity needs of all electricity consumers in Estonia.
The occurrence of any of the above events may have a significant adverse impact on the economic condition
and trading position of the Republic of Estonia.
As a small, open economy, the Republic of Estonia is exposed to global economic factors, including the
economic performance of its main trading partners - European Economic Area members and
particularly the Nordic countries
As a small, open economy, the Republic of Estonia is vulnerable to the general global macroeconomic
environment. Major regional or global economic downturns have in past and may also in the future
negatively impact Estonia's economic performance. In particular, if the economies of the Republic of
Estonia's main trading partners deteriorate, this may have a negative impact on the level of economic
activity in the Republic of Estonia. In addition, a significant portion of the Republic of Estonia's banking
sector is controlled by Nordic countries and is therefore exposed to changes in business appetite and
economic performance in such countries. Pressures on banking systems in such Nordic countries and other
trading partners or stresses in government debt markets may adversely affect the economic performance of
the Republic of Estonia.
The share of natural gas in Estonia's energy consumption is relatively low and it has established a strategic
reserve. Estonia imports all of the gasoline and diesel it consumes from Finland and Lithuania, and
maintains gasoline and diesel reserves equivalent to 90 days of consumption. In addition, Estonia has
considerable oil shale reserves and has developed a special purpose quay enabling it to receive ships
carrying liquefied natural gas (LNG). Nevertheless, the Republic of Estonia remains subject to economic
exposure from energy price increases (including increases of the price of electricity and fossil fuels, such
as oil and natural gas). Any material restrictions or other unforeseen and potentially severe changes in the
global supplies of oil may have an adverse negative impact on the Republic of Estonia's economy.
There can be no assurance that the Republic of Estonia's credit rating will not change.
[As at the date of this Offering Circular, long-term foreign currency and local currency debt of the Republic
of Estonia is rated AA- by S&P Global Ratings Europe Limited, A1 by Moody's Deutschland GmbH and
A+ by Fitch Ratings Ireland Limited.]1 A credit rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Rating agencies continue to assess rating levels, including to monitor the potential impact of Russia's
invasion of Ukraine. There can be no assurance that the rating or outlook of the Republic of Estonia will
not be placed on watch or be subject to change in the future, whether due to economic impact or otherwise.
A downgrade in rating or a negative change in outlook could have a materially adverse impact on the cost
of funding of the Republic of Estonia, and could have a further impact on the Estonian economy including
on the GDP and budget.
The Republic of Estonia is a sovereign state and accordingly it may be difficult to enforce judgments
against certain assets.
In connection with the issue of any Notes under the Programme, the Republic of Estonia will irrevocably
accept that disputes may be referred to arbitration. The Republic of Estonia will also irrevocably waive
immunity in connection with any action arising out of or based upon any Notes issued under the Programme
or brought by any holder of Notes issued hereunder. However, there is no law or jurisprudence of Estonian
courts with respect to sovereign immunity or procedure of irrevocable waiver thereof. Accordingly, if,
notwithstanding the irrevocable waiver, the Issuer sought to claim immunity in respect of any action or
proceedings brought in connection with the issue of any Notes under the Programme, there is no guarantee
that such claim of immunity by the Issuer would not be successful. In the absence of a waiver of immunity
by the Republic of Estonia with respect to such actions, it would not be possible to obtain a judgment or
award in such an action against the Republic of Estonia unless a court or arbitral tribunal were to determine
1
Issuer to consider whether rating to be included only in the Pricing Supplement.
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that the Republic of Estonia is not entitled to sovereign immunity with respect to such action. However,
such waiver of immunity is subject to exclusions in respect of certain assets (see Condition 21(d)
(Governing Law and Arbitration – Waiver of Immunity)).
In the event that a claimant enforces a judgment or award against the Republic of Estonia by attempting to
attach assets located outside the Republic of Estonia, such assets may be immune from attachment
notwithstanding the Republic of Estonia's waiver of sovereign immunity. Save as necessary to ensure the
effectiveness of service, the Republic of Estonia does not agree to waive immunity with respect to: (i)
present or future "premises of the mission" as defined in the Vienna Convention on Diplomatic Relations
signed in 1961; (ii) "consular premises" as defined in the Vienna Convention on Consular Relations signed
in 1963; (iii) any other property or assets used solely for official non-commercial state purposes in the
Republic of Estonia or elsewhere; (iv) military property or military assets of the Republic of Estonia related
thereto; or (v) any non-transferable national assets and national assets with priority importance as defined
in or in accordance with applicable Estonian laws.
There is a risk that, notwithstanding the waiver of sovereign immunity by the Republic of Estonia, a
claimant will not be able to enforce a court judgment or arbitral award against certain assets of the Republic
of Estonia in certain jurisdictions (including the imposition of any arrest order or attachment or seizure of
such assets and their subsequent sale) without the Republic of Estonia having specifically consented to such
enforcement at the time when the enforcement is sought.
In particular, the Estonia Code of Enforcement Procedure of 2005 (täitemenetluse seadustik), as amended,
provides a list of assets against which a claim for payment cannot be made and/or which may not be sold
in the course of enforcement proceedings and which are immune from the enforcement of any judgment or
claim with respect to any Notes issued under the Programme. These include assets or things in restricted
commerce which the Republic of Estonia or local government need for the performance of public duties or
the enforcement of which would be contrary to public interest. Also, according to the Bank of Estonia (Eesti
Pank) Act, the Bank of Estonia is not liable for any financial obligations of the state and its assets are
independent and legally distinct from the assets of the state.
Demographic challenges may lead to lower levels of economic growth and loss of competitiveness
The Republic of Estonia faces certain demographic challenges, including an aging population and shrinking
work force. If labour supply constraints become evident, this may lead to wage growth exceeding
productivity gains and to a loss of competitiveness and a level of economic growth that is lower than
expected.
While such demographic challenges can in principle be mitigated by increasing immigration, it may not be
possible for the Republic of Estonia to attract sufficient appropriately skilled migrants. Furthermore, any
extended period of slower or negative economic growth may lead to a resumption of emigration by younger
and highly skilled workers, reversing the previous trend of workers returning to Estonia from overseas.
Estonia has limited ability to set monetary policy
Estonia joined the Eurozone on 1 January 2011. Therefore, the Bank of Estonia (Eesti Pank) lacks the
ability to set monetary policy by adjusting money supply and interest rates. The limitations on the ability
to affect monetary policy may have an adverse effect on the Estonian economy.
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2. Risks relating to the Notes
The trading market for the Notes may be volatile and may be adversely impacted by many factors.
The market for the Notes issued by the Republic of Estonia is influenced by economic and market
conditions and, to varying degrees, interest rates, currency exchange rates and inflation rates in the United
States and European and other industrialised countries. There can be no assurance that events in the United
States, Europe or elsewhere will not cause market volatility or that such volatility will not adversely affect
the price of the Notes or that economic and market conditions will not have any other adverse effect.
Notes subject to optional redemption by the Issuer
An optional redemption feature of Notes is likely to limit their market value. During any period when the
Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above
the price at which they can be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on
the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at
an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to
do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other
investments available at that time.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount
tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-
bearing securities. Generally, the longer the remaining terms of the securities, the greater the price volatility
as compared to conventional interest-bearing securities with comparable maturities.
Change of law
The conditions of the Notes are based on English law in effect as at the date of this Offering Circular. No
assurance can be given as to the impact of any possible judicial decision or change of law or administrative
practice after the date of this Offering Circular.
There may be no active trading market for the Notes.
The Notes are a new issue of securities with no established trading market. There can be no assurance that
an active trading market for the Notes will develop, or, if one does develop, that it will be maintained. If an
active trading market for the Notes does not develop or is not maintained, the market or trading price and
liquidity of the Notes may be adversely affected. If the Notes are traded after their initial issuance, they
may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market
for similar securities, general economic conditions and the financial condition of the Republic of Estonia.
Although an application may be made to list and trade Tranches of Notes issued under the Programme on
the official list and on the regulated market of Euronext Dublin there is no assurance that an active trading
market will develop or will be maintained. Notes may be listed or admitted to trading, as the case may be,
on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation
to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued.
Certain economic risks are inherent in any investment denominated in a currency other than the
currency of the country in which the purchaser is resident or the currency in which the purchaser
conducts its business or activities.
An investment in a security denominated in a currency other than the currency of the country in which the
purchaser is resident or the currency in which the purchaser conducts its business or activities may present
currency-related risks not associated with a similar investment in a security denominated in the home
currency. Such risks include, without limitation, the possibility of significant changes in rates of exchange
between the home currency and the Euro. Such risks generally depend on events over which the Republic
of Estonia has only partial control, such as economic and political events and the supply of and demand for
the Euro and the home currency. Fluctuations in any particular exchange rate that have occurred in the past
are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of the
Notes. Depreciation of the Euro against the relevant home currency could result in a decrease in the
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effective yield of a particular security below its coupon rate and, in certain circumstances, could result in a
loss to the investor on a home currency basis.
This description of foreign currency risks does not describe all the risks of an investment in securities
denominated in a currency other than the home currency. Prospective investors should consult their own
financial and legal advisers as to the risks involved in an investment in the Notes.
Credit Rating may not reflect all risks
One or more independent credit rating agencies may assign credit rating to the issue of Notes. The rating
may not reflect the potential impact of all risks related to structure, market, additional factors discussed in
this section, and other factors that may affect the value of the Notes. A credit rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not (1) issued by a credit rating agency established in the EEA and registered under the EU CRA
Regulation or (2) provided by a credit rating agency not established in the EEA but is endorsed by a credit
rating agency established in the EEA and registered under the EU CRA Regulation or (3) provided by a
credit rating agency not established in the EEA which is certified under the EU CRA Regulation. Similarly,
in general, UK regulated investors are restricted from using a rating for regulatory purposes if such rating
is not (1) issued by a credit rating agency established in the UK and registered under the UK CRA
Regulation or (2) provided by a credit rating agency not established in the UK but is endorsed by a credit
rating agency established in the UK and registered under the UK CRA Regulation or (3) provided by a
credit rating agency not established in the UK which is certified under the UK CRA Regulation.
Notes with integral multiples
In relation to any issue of Notes which have a denomination consisting of the minimum Specified
Denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may
be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of
the minimum Specified Denomination. Noteholders who, as a result of trading such amounts, hold a
principal amount of Notes other than a multiple of the minimum Specified Denomination will receive
definitive Notes in respect of their holding (provided that the aggregate amount of Notes they hold is in
excess of the minimum Specified Denomination), however, any such definitive Notes which are printed in
denominations other than the minimum Specified Denomination may be illiquid and difficult to trade.
Furthermore, a Noteholder who, as a result of trading such amounts, holds a principal amount of less than
the minimum Specified Denomination may not receive a definitive Note in respect of such holding (should
definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding
amounts to a Specified Denomination.
Because the Global Note Certificates are held by or on behalf of Euroclear, Clearstream, Luxembourg
and/or any other relevant clearing system, holders of the Notes will have to rely on their procedures for
transfer, payment and communication with the Issuer
Notes issued under the Programme may be represented by one or more Global Note Certificates (together
the "Global Note Certificates") (as the case may be). Such Global Note Certificates will be deposited with
a common depositary or common safekeeper, as the case may be, for Euroclear, Clearstream, Luxembourg
and/or any other relevant clearing system (each a "relevant Clearing System" as specified in the applicable
Pricing Supplement). Except in the circumstances described in the relevant Global Note Certificate, holders
of the Notes will not be entitled to receive Individual Note Certificates. The relevant Clearing System will
maintain records of the beneficial interests in the Global Note Certificates. While the Notes are represented
by one or more Global Note Certificates, holders of the Notes will be able to trade their beneficial interests
only through the relevant Clearing System and their participants.
While the Notes are represented by one or more Global Note Certificates the Issuer will discharge its
payment obligations under the Notes by making payments to the common depositary or common
safekeeper, as the case may be, for the relevant Clearing System for distribution to their account holders.
A holder of a beneficial interest in a Global Note Certificate must rely on the procedures of the relevant
Clearing System to receive payments under the relevant Notes. The Issuer has no responsibility or liability
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for the records relating to, or payments made in respect of, beneficial interests in the Global Note
Certificates.
Holders of beneficial interests in the Global Note Certificates will not have a direct right to vote in respect
of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled
by the relevant Clearing System to appoint appropriate proxies. Similarly, holders of beneficial interests
in the Global Note Certificates will not have a direct right under the Global Note Certificates to take
enforcement action against the Issuer in the event of a default under the relevant Notes but will have to rely
upon their rights under the Deed of Covenant.
The Conditions of the Notes restrict the ability of an individual holder to declare a default and permit a
majority of holders to rescind a declaration of default
The Conditions of the Notes contain a provision which, if an Event of Default occurs, allows the holders of
at least 25 per cent. in aggregate principal amount of the outstanding Notes to declare all the Notes to be
immediately due and payable by providing notice in writing to the Issuer, whereupon the Notes shall
become immediately due and payable, at their principal amount with accrued interest, without further action
or formality.
The Conditions of the Notes also contain a provision permitting the holders of at least 50 per cent. in
aggregate principal amount of the outstanding Notes to notify the Issuer to the effect that the Event of
Default or Events of Default giving rise to any above-mentioned declaration is or are cured following any
such declaration and that such holders wish the relevant declaration to be withdrawn. The Issuer shall give
notice thereof to the Noteholders, whereupon the relevant declaration shall be withdrawn and shall have no
further effect.
Interest Rate Risks
Investment in fixed rate Notes involves the risk that subsequent changes in market interest rates may
adversely affect the value of fixed rate Notes.
Certain benchmark rates, including EURIBOR, may be discontinued or reformed in the future
The Euro Interbank Offered Rate ("EURIBOR") and other interest rates or other types of rates and indices
which are deemed to be benchmarks are the subject of ongoing national and international regulatory
discussions and proposals for reform. Some of these reforms are already effective whilst others are still to
be implemented.
Regulation (EU) No. 2016/1011 (the "EU Benchmarks Regulation") applies, subject to certain transitional
provisions, to the provision of benchmarks, the contribution of input data to a benchmark and the use of a
benchmark, within the EU. Regulation (EU) No. 2016/1011 as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Benchmarks Regulation")
applies to the provision of benchmarks, the contribution of input data to a benchmark and the use of a
benchmark, within the UK. The EU Benchmarks Regulation or the UK Benchmarks Regulation, as
applicable, could have a material impact on any Notes linked to EURIBOR or another benchmark rate or
index, in particular, if the methodology or other terms of the benchmark are changed in order to comply
with the terms of the EU Benchmarks Regulation or UK Benchmarks Regulation, and such changes could
(amongst other things) have the effect of reducing or increasing the rate or level, or affecting the volatility
of the published rate or level, of the benchmark. More broadly, any of the international, national or other
proposals for reform, or the general increased regulatory scrutiny of benchmarks, could increase the costs
and risks of administering or otherwise participating in the setting of a benchmark and complying with any
such regulations or requirements. Such factors may have the effect of discouraging market participants
from continuing to administer or contribute to certain "benchmarks", trigger changes in the rules or
methodologies used in certain "benchmarks" or lead to the discontinuance or unavailability of quotes of
certain "benchmarks".
As an example of such benchmark reforms, on 21 September 2017, the European Central Bank announced
that it would be part of a new working group tasked with the identification and adoption of a "risk free
overnight rate" which can serve as a basis for an alternative to current benchmarks used in a variety of
financial instruments and contracts in the euro area. On 13 September 2018, the working group on Euro
risk-free rates recommended the new Euro short-term rate ("€STR") as the new risk-free rate for the euro
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area. The €STR was published for the first time on 2 October 2019. Although EURIBOR has subsequently
been reformed in order to comply with the terms of the Benchmark Regulation, it remains uncertain as to
how long it will continue in its current form, or whether it will be further reformed or replaced with €STR
or an alternative benchmark.
The elimination of EURIBOR or any other benchmark, or changes in the manner of administration of any
benchmark, could require or result in an adjustment to the interest calculation provisions of the Conditions
(as further described in Condition 7(n) (Benchmark Replacement-Independent Adviser), or result in adverse
consequences to holders of any Notes linked to such benchmark (including Floating Rate Notes whose
interest rates are linked to EURIBOR or any other such benchmark that is subject to reform). Furthermore,
even prior to the implementation of any changes, uncertainty as to the nature of alternative reference rates
and as to potential changes to such benchmark may adversely affect such benchmark during the term of the
relevant Notes, the return on the relevant Notes and the trading market for securities (including the Notes)
based on the same benchmark.
The Conditions of the Notes provide for certain fallback arrangements in the event that a published
benchmark, such as EURIBOR, (including any page on which such benchmark may be published (or any
other successor service)) becomes unavailable or a Benchmark Event or a Benchmark Transition Event
(each as defined in the Conditions), as applicable, otherwise occurs. Such an event may be deemed to have
occurred prior to the issue date for a Series of Notes. Such fallback arrangements include the possibility
that the rate of interest could be set by reference to a successor rate or an alternative rate and that such
successor rate or alternative reference rate may be adjusted (if required) in accordance with the
recommendation of a relevant governmental body or in order to reduce or eliminate, to the extent reasonably
practicable in the circumstances, any economic prejudice or benefit (as applicable) to investors arising out
of the replacement of the relevant benchmark, although the application of such adjustments to the Notes
may not achieve this objective. Any such changes may result in the Notes performing differently (which
may include payment of a lower interest rate) than if the original benchmark continued to apply. In certain
circumstances the ultimate fallback of interest for a particular Interest Period may result in the rate of
interest for the last preceding Interest Period being used.
This may result in the effective application of a fixed rate for Floating Rate Notes based on the rate which
was last observed on the Relevant Screen Page. In addition, due to the uncertainty concerning the
availability of successor rates and alternative reference rates and the involvement of an Independent Adviser
(as defined in the Conditions) in certain circumstances, the relevant fallback provisions may not operate as
intended at the relevant time.
Any such consequences could have a material adverse effect on the value of and return on any such Notes.
Investors should consult their own independent advisers and make their own assessment about the potential
risks arising from the possible cessation or reform of certain reference rates in making any investment
decision with respect to any Notes linked to or referencing a benchmark.
The market continues to develop in relation to risk-free rates (including overnight rates) as reference
rates for Floating Rate Notes
The use of risk-free rates - including those such as the Sterling Overnight Index Average ("SONIA"), the
Secured Overnight Financing Rate ("SOFR") and the euro short-term rate ("€STR"), as reference rates for
Eurobonds continues to develop. This relates not only to the substance of the calculation and the
development and adoption of market infrastructure for the issuance and trading of bonds referencing such
rates, but also how widely such rates and methodologies might be adopted.
The market or a significant part thereof may adopt an application of risk-free rates that differs significantly
from that set out in the Conditions and used in relation to Notes that reference risk-free rates issued under
this Programme. The Issuer may in the future also issue Notes referencing SONIA, the SONIA
Compounded Index, SOFR, the SOFR Compounded Index or €STR that differ materially in terms of
interest determination when compared with any previous Notes issued by it under this Programme. The
development of risk-free rates for the Eurobond markets could result in reduced liquidity or increased
volatility, or could otherwise affect the market price of any Notes that reference a risk-free rate issued under
this Programme from time to time.
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In addition, the manner of adoption or application of risk-free rates in the Eurobond markets may differ
materially compared with the application and adoption of risk-free rates in other markets, such as the
derivatives and loan markets. Investors should carefully consider how any mismatch between the adoption
of such reference rates in the bond, loan and derivatives markets may impact any hedging or other financial
arrangements which they may put in place in connection with any acquisition, holding or disposal of Notes
referencing such risk-free rates.
In particular, investors should be aware that several different methodologies have been used in risk-free
rate notes issued to date. No assurance can be given that any particular methodology, including the
compounding formula in the terms and conditions of the Notes, will gain widespread market acceptance.
In addition, market participants and relevant working groups are still exploring alternative reference rates
based on risk-free rates, including various ways to produce term versions of certain risk-free rates (which
seek to measure the market's forward expectation of an average of these reference rates over a designated
term, as they are overnight rates) or different measures of such risk-free rates. If the relevant risk-free rates
do not prove to be widely used in securities like the Notes, the trading price of such Notes linked to such
risk-free rates may be lower than those of Notes referencing indices that are more widely used.
Investors should consider these matters when making their investment decision with respect to any Notes
which reference SONIA, SOFR, €STR or any related indices.
Risk-free rates may differ from LIBOR and other inter-bank offered rates in a number of material
respects and have a limited history
Risk-free rates may differ from the London Interbank Offered Rate ("LIBOR") and other inter-bank offered
rates in a number of material respects. These include (without limitation) being backwards-looking, in
most cases, calculated on a compounded or weighted average basis, risk-free, overnight rates and, in the
case of SOFR, secured, whereas such interbank offered rates are generally expressed on the basis of a
forward-looking term, are unsecured and include a risk-element based on interbank lending. As such,
investors should be aware that risk-free rates may behave materially differently to interbank offered rates
as interest reference rates for the Notes. Furthermore, SOFR is a secured rate that represents overnight
secured funding transactions, and therefore will perform differently over time to an unsecured rate. For
example, since publication of SOFR began on 3 April 2018, daily changes in SOFR have, on occasion,
been more volatile than daily changes in comparable benchmarks or other market rates.
Risk-free rates offered as alternatives to interbank offered rates also have a limited history. For that reason,
future performance of such rates may be difficult to predict based on their limited historical performance.
The level of such rates during the term of the Notes may bear little or no relation to historical levels. Prior
observed patterns, if any, in the behaviour of market variables and their relation to such rates such as
correlations, may change in the future. Investors should not rely on historical performance data as an
indicator of the future performance of such risk-free rates nor should they rely on any hypothetical data.
Furthermore, interest on Notes which reference a backwards-looking risk-free rate is only capable of being
determined immediately prior to the relevant Interest Payment Date. It may be difficult for investors in
Notes which reference such risk-free rates reliably to estimate the amount of interest which will be payable
on such Notes, and some investors may be unable or unwilling to trade such Notes without changes to their
IT systems, both of which could adversely impact the liquidity of such Notes. Further, in contrast to Notes
linked to interbank offered rates, if Notes referencing backwards-looking rates become due and payable as
a result of an Event of Default under Condition 12 (Events of Default), or are otherwise redeemed early on
a date which is not an Interest Payment Date, the final Rate of Interest Rate payable in respect of such Notes
shall be determined by reference to a shortened period ending immediately prior to the date on which the
Notes become due and payable or are scheduled for redemption.
The administrator of SONIA, SOFR or €STR or any related indices may make changes that could
change the value of SONIA, SOFR or €STR or any related index, or discontinue SONIA, SOFR or
€STR or any related index
The Bank of England, the Federal Reserve, Bank of New York or the European Central Bank (or their
successors) as administrators of SONIA (and the SONIA Compounded Index), SOFR (and the SOFR
Compounded Index) or €STR, respectively, may make methodological or other changes that could change
the value of these risk-free rates and/or indices, including changes related to the method by which such
risk-free rate is calculated, eligibility criteria applicable to the transactions used to calculate SONIA, SOFR
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or €STR, or timing related to the publication of SONIA, SOFR or €STR or any related indices. In addition,
the administrator may alter, discontinue or suspend calculation or dissemination of SONIA, SOFR or €STR
or any related index (in which case a fallback method of determining the interest rate on the Notes will
apply). The administrator has no obligation to consider the interests of Noteholders when calculating,
adjusting, converting, revising or discontinuing any such risk-free rate.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated principally in a
currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include
the risk that exchange rates may significantly change (including changes due to devaluation of the Specified
Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the
Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's
Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on
the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the
Investor's Currency equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate or the ability of the Issuer to make payments in respect
of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or
principal.
The Notes may not be a suitable investment for all investors.
You must determine the suitability of investment in the Notes in the light of your own circumstances. In
particular, you should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes and the
merits and risks of investing in the Notes;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
your overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from your
currency;
(iv) understand thoroughly the terms of the notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect your investment and your ability to bear
the applicable risks.
The Notes are unsecured
The Notes will constitute unsecured obligations of the Republic of Estonia.
The Notes will contain provisions that permit the Republic of Estonia to amend the payment terms
without the consent of all holders
The Notes will contain provisions regarding acceleration and voting on amendments, modifications,
changes and waivers, which are commonly referred to as "collective action clauses". Under these
provisions, certain key provisions of the Notes may be amended, including the maturity date, interest rate
and other payment terms, with the consent of the holders of 66⅔% of the aggregate principal amount of the
outstanding debt securities. See "Terms and Conditions".
The conditions of the Notes issued under the Programme contain provisions regarding acceleration and
voting on amendments, modifications and waivers, commonly referred to as "collective action" clauses.
These provisions permit defined majorities to bind all Noteholders of a Series, including Noteholders who
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did not attend and vote at the relevant meeting or sign the relevant written resolution and Noteholders who
voted in a manner contrary to the majority.
The form of collective action clause applicable to each Series of Notes will be specified in the applicable
Pricing Supplement.
If "2012 CAC" is specified in the applicable Pricing Supplement, the form of collective action clause was
agreed and published by the EU Sovereign Debt Markets Group, a sub-committee of the European Council,
on 28 March 2012. In accordance with the provisions of the Treaty Establishing the European Stability
Mechanism ("ESM") signed on 2 February 2012 (the "ESM Treaty"), this standardised clause became
mandatory in all new Eurozone government securities, with a maturity above one year, issued on or after 1
January 2013 (the "2012 CAC"). The provisions of the clause permit "cross-series modifications" to be
made to one or more series of debt securities issued by the Issuer (provided that those debt securities also
contain a cross-series modification provision). In the case of a cross-series modification, a defined majority
of the holders of the debt securities of all series (when taken in the aggregate) that would be affected by the
proposed modification may bind all holders of such series; provided that a lower defined majority of holders
of each affected series of debt securities approve the relevant amendment (See "Terms and Conditions of
the Notes – Meetings of Noteholders and Modification").
At the Euro Summit held on 14 December 2018, the Heads of State and Government of Euro Area member
states confirmed the commitment to reform the 2012 CAC. On 30 November 2021, the ESM members
within the Economic and Financial Committee agreed to introduce the single-limb collective action clauses
(the "2022 CAC") on the first day of the second month following the entry into force of the Agreement
amending the ESM Treaty (the "Amendment Agreement"). All Eurozone Member States (including the
Issuer) have agreed to gradually phase in debt instruments with the 2022 CAC in the terms of debt
instruments once the Amendment Agreement comes into force. The 2022 CAC will apply to Notes in
respect of which "2022 CAC" is specified in the applicable Pricing Supplement. The provisions of the
clause permit “cross-series modifications” to be made to one or more series of debt securities issued by the
Issuer (provided that those debt securities also contain a cross-series modification provision), including the
Notes. In the case of a cross-series modification, a defined majority of the holders of the debt securities of
all series (when taken in the aggregate) that would be affected by the proposed modification may bind all
holders of such series whether or not a majority of Noteholders of any affected series of Notes approves
the relevant amendments.
The conditions of Notes issued under the Programme contain a provision permitting the Notes and the
conditions of the Notes to be amended without the consent of the Noteholders to correct a manifest error or
where the amendment is of a formal, minor or technical nature or is not materially prejudicial to the interests
of the Noteholders.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. You should consult your legal advisers to determine whether and to
what extent (1) the Notes are legal investments for you, (2) the Notes can be used as collateral for various
types of borrowing and (3) other restrictions apply to your purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
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INFORMATION INCORPORATED BY REFERENCE
The most recent investor presentation entitled "Republic of Estonia, Investor Presentation" available from
time to time at https://fin.ee/en/investor-presentation (the "Investor Presentation") shall be deemed to be
incorporated in, and to form part of, this Offering Circular.
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PRICING SUPPLEMENT
In this section the expression "necessary information" means, in relation to any Tranche of Notes, the
necessary information which is material to an investor for making an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the
Notes and the reasons for the issuance and its impact on the issuer. In relation to the different types of
Notes which may be issued under the Programme the Issuer has included in this Offering Circular all of
the necessary information except for information relating to the Notes which is not known at the date of
this Offering Circular and which can only be determined at the time of an individual issue of a Tranche of
Notes.
Any information relating to the Notes which is not included in this Offering Circular and which is required
in order to complete the necessary information in relation to a Tranche of Notes will be contained in the
relevant Pricing Supplement.
For a Tranche of Notes the relevant Pricing Supplement will, for the purposes of that Tranche only,
complete this Offering Circular and must be read in conjunction with this Offering Circular. The terms and
conditions applicable to any particular Tranche of Notes are the Conditions described in the relevant Pricing
Supplement as amended or supplemented to the extent described in the relevant Pricing Supplement.
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FORMS OF THE NOTES
Registered Notes
Each Tranche of Notes will be in registered form ("Registered Notes"), represented by either individual
note certificates in registered form ("Individual Note Certificates") or a global note in registered form (a
"Global Note Certificate"), in each case as specified in the relevant Pricing Supplement.
In a press release dated 22 October 2008, "Evolution of the custody arrangement for international debt
securities and their eligibility in Eurosystem credit operations", the ECB announced that it has assessed the
new holding structure and custody arrangements for registered notes which Euroclear and Clearstream,
Luxembourg had designed in cooperation with market participants and that Notes to be held under the new
structure (the "New Safekeeping Structure" or "NSS") would be in compliance with the "Standards for
the use of EU securities settlement systems in ESCB credit operations" of the central banking system for
the euro (the "Eurosystem"), subject to the conclusion of the necessary legal and contractual arrangements.
The press release also stated that the new arrangements for Notes to be held in NSS form will be offered
by Euroclear and Clearstream, Luxembourg as of 30 June 2010 and that registered debt securities in global
registered form issued through Euroclear and Clearstream, Luxembourg after 30 September 2010 will only
be eligible as collateral in Eurosystem operations if the New Safekeeping Structure is used.
The relevant Pricing Supplement will indicate whether such Registered Notes are intended to be held in a
manner which would allow Eurosystem eligibility. Any indication that the Registered Notes are to be so
held does not necessarily mean that the Registered Notes of the relevant Tranche will be recognised as
eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either
upon issue or at any times during their life as such recognition depends upon satisfaction of the Eurosystem
eligibility criteria.
Each Global Note Certificate will either be: (a) in the case of a Note which is not to be held under the new
safekeeping structure ("New Safekeeping Structure" or "NSS"), registered in the name of a common
depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system and the relevant Global Note Certificate will be deposited on or about the issue date with
the common depositary and will be exchangeable in accordance with its terms; or (b) in the case of a Global
Note Certificate to be held under the New Safekeeping Structure, be registered in the name of a common
safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system and the relevant Global Note Certificate will be deposited on or about the issue date with
the common safekeeper for Euroclear and/or Clearstream, Luxembourg and will be exchangeable for
Individual Note Certificates in accordance with its terms.
If the relevant Pricing Supplement specifies the form of Notes as being "Individual Note Certificates", then
the Notes will at all times be represented by Individual Note Certificates issued to each Noteholder in
respect of their respective holdings.
Global Note Certificate exchangeable for Individual Note Certificates
If the relevant Pricing Supplement specifies the form of Notes as being "Global Note Certificate
exchangeable for Individual Note Certificates", then the Notes will initially be represented by one or more
Global Note Certificates each of which will be exchangeable in whole, but not in part, for Individual Note
Certificates:
(i) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or
(ii) at any time, if so specified in the relevant Pricing Supplement; or
(iii) if the relevant Pricing Supplement specifies "in the limited circumstances described in the "Global
Note Certificate", then if either of the following events occurs:
(a) if Euroclear, Clearstream, Luxembourg or any other relevant clearing system is closed for
business for a continuous period of 14 days (other than by reason of legal holidays) or
announces an intention permanently to cease business; or
(b) an Event of Default (as defined in Condition 12 (Events of Default) occurs and the Notes
become due and payable.
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Whenever a Global Note Certificate is to be exchanged for Individual Note Certificates, each person having
an interest in a Global Note Certificate must provide the Registrar (through the relevant clearing system)
with such information as the Issuer and the Registrar may require to complete and deliver Individual Note
Certificates (including the name and address of each person in which the Notes represented by the
Individual Note Certificates are to be registered and the principal amount of each such person's holding).
Whenever a Global Note Certificate is to be exchanged for Individual Note Certificates, the Issuer shall
procure that Individual Note Certificates will be issued in an aggregate principal amount equal to the
principal amount of the Global Note Certificate within five business days of the delivery, by or on behalf
of the registered holder of the Global Note Certificate to the Registrar of such information as is required to
complete and deliver such Individual Note Certificates against the surrender of the Global Note Certificate
at the specified office of the Registrar.
Such exchange will be effected in accordance with the provisions the Agency Agreement and the
regulations concerning the transfer and registration of Notes scheduled to the Agency Agreement and, in
particular, shall be effected without charge to any holder, but against such indemnity as the Registrar may
require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in
connection with such exchange.
If:
(a) Individual Note Certificates have not been delivered by 5.00 p.m. (London time) on the thirtieth
day after they are due to be issued and delivered in accordance with the terms of the Global Note
Certificate; or
(b) any of the Notes represented by a Global Note Certificate (or any part of it) has become due and
payable in accordance with the Terms and Conditions of the Notes or the date for final redemption
of the Notes has occurred and, in either case, payment in full of the amount of principal falling due
with all accrued interest thereon has not been made to the holder of the Global Note Certificate in
accordance with the terms of the Global Note Certificate on the due date for payment,
then the Global Note Certificate (including the obligation to deliver Individual Note Certificates) will
become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 5.00 p.m.
(London time) on such due date (in the case of (b) above) and the holder of the Global Note Certificate will
have no further rights thereunder (but without prejudice to the rights which the holder of the Global Note
Certificate or others may have under the Deed of Covenant. Under the Deed of Covenant, persons shown
in the records of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system as
being entitled to an interest in a Global Note Certificate will acquire directly against the Issuer all those
rights to which they would have been entitled if, immediately before the Global Note Certificate became
void, they had been the holders of Individual Note Certificates in an aggregate principal amount equal to
the principal amount of Notes they were shown as holding in the records of Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system.
Terms and Conditions applicable to the Notes
The terms and conditions applicable to any Individual Note Certificate will be endorsed on that Individual
Note Certificate and will consist of the terms and conditions set out under "Terms and Conditions of the
Notes" below and the provisions of the relevant Pricing Supplement which complete those terms and
conditions.
The terms and conditions applicable to any Global Note Certificate will differ from those terms and
conditions which would apply to the Note were it in definitive form to the extent described under "Summary
of Provisions Relating to the Notes while in Global Form" below.
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TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions which, as completed by the relevant Pricing
Supplement, will be endorsed on each Note in definitive form issued under the Programme.
The terms and conditions applicable to any Note in global form will differ from those terms and conditions
which would apply to the Note were it in definitive form to the extent described under "Summary of
Provisions Relating to the Notes while in Global Form" below.
1. Introduction
(a) Programme: The Republic of Estonia (the "Issuer") has established a Euro Medium Term Note
Programme (the "Programme") for the issuance of notes (the "Notes").
(b) Pricing Supplement: Notes issued under the Programme are issued in series (each a "Series") and
each Series may comprise one or more tranches (each a "Tranche") of Notes. Each Tranche is the
subject of a Pricing Supplement (the "Pricing Supplement") which supplements these terms and
conditions (the "Conditions"). The terms and conditions applicable to any particular Tranche of
Notes are these Conditions as supplemented, amended and/or replaced by the relevant Pricing
Supplement. In the event of any inconsistency between these Conditions and the relevant Pricing
Supplement, the relevant Pricing Supplement shall prevail.
(c) Agency Agreement: The Notes are the subject of an issue and paying agency agreement dated 19
October 2023 (as amended or supplemented from time to time, the "Agency Agreement") between
the Issuer, Citibank, N.A., London Branch as fiscal agent (the "Fiscal Agent", which expression
includes any successor fiscal agent appointed from time to time in connection with the Notes),
Citibank Europe PLC as registrar (the "Registrar", which expression includes any successor
registrar appointed from time to time in connection with the Notes), the paying agent named therein
(together with the Fiscal Agent, the "Paying Agents", which expression includes any successor or
additional paying agents appointed from time to time in connection with the Notes), the transfer
agent named therein (the "Transfer Agent", which expression includes any successor or additional
transfer agent appointed from time to time in connection with the Notes). In these Conditions
references to the "Agents" are to the Paying Agents and the Transfer Agent and any reference to
an "Agent" is to any one of them.
(d) Deed of Covenant: The Notes are constituted by a deed of covenant dated 19 October 2023 (as
amended or supplemented from time to time, the "Deed of Covenant").
(e) The Notes: All subsequent references in these Conditions to "Notes" are to the Notes which are
the subject of the relevant Pricing Supplement.
(f) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and
the Deed of Covenant and are subject to their detailed provisions. The holders of the Notes (the
"Noteholders") are bound by, and are deemed to have notice of, all the provisions of the Agency
Agreement, the Deed of Covenant applicable to them. Copies of the Agency Agreement and the
Deed of Covenant are available for inspection or collection by Noteholders during normal business
hours upon request at all reasonable times at the Specified Offices of each of the Paying Agents,
the initial Specified Offices of which are set out below or may be provided by email to a Noteholder
following their prior written request to the relevant Paying Agent and provision of proof of holding
and identity (in a form satisfactory to the relevant Paying Agent).
2. Interpretation
(a) Definitions: In these Conditions the following expressions have the following meanings:
"2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA Definitions (as
supplemented, amended and updated as at the date of issue of the first Tranche of the Notes of such
Series) as published by ISDA (copies of which may be obtained from ISDA at www.isda.org);
"2021 ISDA Definitions" means, in relation to a Series of Notes, the latest version of the 2021
ISDA Interest Rate Derivatives Definitions (including each Matrix (and any successor Matrix
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thereto), as defined in such 2021 ISDA Interest Rate Derivatives Definitions) as at the date of issue
of the first Tranche of Notes of such Series, as published by ISDA on its website (www.isda.org);
"Accrual Yield" has the meaning given in the relevant Pricing Supplement;
"Additional Business Centre(s)" means the city or cities specified as such in the relevant Pricing
Supplement;
"Additional Financial Centre(s)" means the city or cities specified as such in the relevant Pricing
Supplement;
"Business Day" means:
(a) in relation to any sum payable in euro, a TARGET Settlement Day and a day on which
commercial banks and foreign exchange markets settle payments generally in each (if any)
Additional Business Centre;
(b) in relation to any sum payable in a currency other than euro, a day on which commercial
banks and foreign exchange markets settle payments generally in London, in the Principal
Financial Centre of the relevant currency and in each (if any) Additional Business Centre;
and
(c) in respect of Notes for which the Reference Rate is specified as SOFR in the relevant
Pricing Supplement, any weekday that is a U.S. Government Securities Business Day and
is not a legal holiday in New York and each (if any) Additional Business Centre(s) and is
not a date on which banking institutions in those cities are authorised or required by law
or regulation to be closed;
"Business Day Convention", in relation to any particular date, has the meaning given in the
relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have
different meanings in relation to different dates and, in this context, the following expressions shall
have the following meanings:
(a) "Following Business Day Convention" means that the relevant date shall be postponed
to the first following day that is a Business Day;
(b) "Modified Following Business Day Convention" or "Modified Business Day
Convention" means that the relevant date shall be postponed to the first following day
that is a Business Day unless that day falls in the next calendar month in which case that
date will be the first preceding day that is a Business Day save in respect of Notes for
which the Reference Rate is SOFR, for which the final Interest Payment Date will not be
postponed and interest on that payment will not accrue during the period from and after
the scheduled final Interest Payment Date;
(c) "Preceding Business Day Convention" means that the relevant date shall be brought
forward to the first preceding day that is a Business Day;
(d) "FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means
that each relevant date shall be the date which numerically corresponds to the preceding
such date in the calendar month which is the number of months specified in the relevant
Pricing Supplement as the Specified Period after the calendar month in which the
preceding such date occurred provided, however, that:
(i) if there is no such numerically corresponding day in the calendar month in which
any such date should occur, then such date will be the last day which is a Business
Day in that calendar month;
(ii) if any such date would otherwise fall on a day which is not a Business Day, then
such date will be the first following day which is a Business Day unless that day
falls in the next calendar month, in which case it will be the first preceding day
which is a Business Day; and
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(iii) if the preceding such date occurred on the last day in a calendar month which was
a Business Day, then all subsequent such dates will be the last day which is a
Business Day in the calendar month which is the specified number of months after
the calendar month in which the preceding such date occurred; and
(e) "No Adjustment" means that the relevant date shall not be adjusted in accordance with
any Business Day Convention;
"Calculation Agent" means the Fiscal Agent or such other Person specified in the relevant Pricing
Supplement as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s)
and/or such other amount(s) as may be specified in the relevant Pricing Supplement;
"Calculation Amount" has the meaning given in the relevant Pricing Supplement;
"DA Selected Bond" means the government security or securities selected by the Determination
Agent as having the nearest actual or interpolated maturity comparable with the Remaining Term
of the relevant Notes to be redeemed and that would be utilised, at the time of selection and in
accordance with customary financial practice, in determining the redemption price of corporate
debt securities denominated in the Specified Currency and with a comparable remaining maturity
to the Remaining Term;
"Day Count Fraction" means, in respect of the calculation of an amount for any period of time
(the "Calculation Period"), such day count fraction as may be specified in these Conditions or the
relevant Pricing Supplement and:
(a) if "Actual/Actual (ICMA)" is so specified, means:
(i) where the Calculation Period is equal to or shorter than the Regular Period during
which it falls, the actual number of days in the Calculation Period divided by the
product of (1) the actual number of days in such Regular Period and (2) the
number of Regular Periods in any year; and
(ii) where the Calculation Period is longer than one Regular Period, the sum of:
(A) the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (1) the actual
number of days in such Regular Period and (2) the number of Regular
Periods in any year; and
(B) the actual number of days in such Calculation Period falling in the next
Regular Period divided by the product of (a) the actual number of days
in such Regular Period and (2) the number of Regular Periods in any year;
(iii) if "Actual/Actual (ISDA)" is so specified, means the actual number of days in
the Calculation Period divided by 365 (or, if any portion of the Calculation Period
falls in a leap year, the sum of (A) the actual number of days in that portion of the
Calculation Period falling in a leap year divided by 366 and (B) the actual number
of days in that portion of the Calculation Period falling in a non-leap year divided
by 365);
(iv) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the
Calculation Period divided by 365;
(v) if "Actual/360" is so specified, means the actual number of days in the
Calculation Period divided by 360;
(vi) if "30/360" is so specified, the number of days in the Calculation Period divided
by 360, calculated on a formula basis as follows
[360 x(Y2 Y1 )] [30 x( M 2 M 1 )] ( D2 D1 )
Day Count Fraction =
360
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where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation
Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless such number would be 31 and D 1
is greater than 29, in which case D2 will be 30";
(vii) if "30E/360" or "Eurobond Basis" is so specified, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
[360x(Y2 Y1 )] [30 x( M 2 M 1 )] ( D2 D1 )
Day Count Fraction =
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation
Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless such number would be 31, in which
case D2 will be 30; and
if "30E/360 (ISDA)" is so specified, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
[360 x(Y2 Y1 )] [30 x( M 2 M 1 )] ( D2 D1)
Day Count Fraction =
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation
Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;
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"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period,
unless (i) that day is the last day of February or (ii) such number would be 31, in
which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless (i) that day is the last day of
February but not the Maturity Date or (ii) such number would be 31, in which
case D2 will be 30,
provided, however, that in each such case the number of days in the Calculation Period
is calculated from and including the first day of the Calculation Period to but excluding
the last day of the Calculation Period;
"Determination Agent" means an independent adviser, investment bank or financial institution of
recognised standing with appropriate expertise selected by the Issuer;
"Early Redemption Amount (Tax)" means, in respect of any Note, its principal amount or such
other amount as may be specified in, or determined in accordance with, the relevant Pricing
Supplement;
"Early Termination Amount" means, in respect of any Note, its principal amount or such other
amount as may be specified in, or determined in accordance with, these Conditions or the relevant
Pricing Supplement;
"EURIBOR" means, in respect of any specified currency and any specified period, the interest
rate benchmark known as the Euro zone interbank offered rate which is calculated and published
by a designated distributor (currently Thomson Reuters) in accordance with the requirements from
time to time of the European Money Markets Institute (or any person which takes over
administration of that rate);
"Extraordinary Resolution" has the meaning given in the Agency Agreement;
"Final Redemption Amount" means, in respect of any Note, its principal amount or such other
amount as may be specified in the relevant Pricing Supplement;
"First Interest Payment Date" means the date specified in the relevant Pricing Supplement;
"Fixed Coupon Amount" has the meaning given in the relevant Pricing Supplement;
"Holder", has the meaning given in Condition 3(c) (Form, Denomination and Title – Title to Notes);
"Interest Amount" means, in relation to a Note and an Interest Period, the amount of interest
payable in respect of that Note for that Interest Period;
"Interest Commencement Date" means the Issue Date of the Notes or such other date as may be
specified as the Interest Commencement Date in the relevant Pricing Supplement;
"Interest Determination Date" has the meaning given in the relevant Pricing Supplement;
"Interest Payment Date" means the First Interest Payment Date and any other date or dates
specified as such in, or determined in accordance with the provisions of, the relevant Pricing
Supplement and, if a Business Day Convention is specified in the relevant Pricing Supplement:
(a) as the same may be adjusted in accordance with the relevant Business Day Convention;
or
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(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention or
Eurodollar Convention and an interval of a number of calendar months is specified in the
relevant Pricing Supplement as being the Specified Period, each of such dates as may
occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar
Convention at such Specified Period of calendar months following the Interest
Commencement Date (in the case of the first Interest Payment Date) or the previous
Interest Payment Date (in any other case);
"Interest Period" means each period beginning on (and including) the Interest Commencement
Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date
(or, if the Notes are redeemed on any earlier date, the relevant redemption date);
"ISDA" means the International Swaps and Derivatives Association, Inc. (or any successor);
"ISDA Definitions" has the meaning given in the relevant Pricing Supplement;
"Issue Date" has the meaning given in the relevant Pricing Supplement;
"Make Whole Redemption Price" has the meaning given in Condition 9(b) (Redemption and
Purchase - Redemption at the option of the Issuer);
"Margin" has the meaning given in the relevant Pricing Supplement;
"Maturity Date" has the meaning given in the relevant Pricing Supplement;
"Maximum Redemption Amount" has the meaning given in the relevant Pricing Supplement;
"Minimum Rate of Interest" for any Interest Period has the meaning given in the Pricing
Supplement but shall never be less than zero, including any relevant margin;
"Minimum Redemption Amount" has the meaning given in the relevant Pricing Supplement;
"Noteholder" has the meaning given in Condition 3(c) (Form, Denomination and Title - Title to
Notes);
"Optional Redemption Amount (Call)" means, in respect of any Note, its principal amount or
such other amount as may be specified in, or determined in accordance with, the relevant Pricing
Supplement;
"Optional Redemption Amount (Put)" means, in respect of any Note, its principal amount or
such other amount as may be specified in, or determined in accordance with, the relevant Pricing
Supplement;
"Optional Redemption Date (Call)" has the meaning given in the relevant Pricing Supplement;
"Optional Redemption Date (Put)" has the meaning given in the relevant Pricing Supplement;
"Par Redemption Date" has the meaning given in the relevant Pricing Supplement;
"Participating Member State" means a Member State of the European Union which adopts the
euro as its lawful currency in accordance with the Treaty;
"Payment Business Day" means:
(a) if the currency of payment is euro, any day which is:
(i) a day on which banks in the relevant place of presentation are open for
presentation and payment of debt securities and for dealings in foreign currencies;
and
(ii) in the case of payment by transfer to an account, a TARGET Settlement Day and
a day on which dealings in foreign currencies may be carried on in each (if any)
Additional Financial Centre; or
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(c) if the currency of payment is not euro, any day which is:
(i) a day on which banks in the relevant place of presentation are open for
presentation and payment of debt securities and for dealings in foreign currencies;
and
(ii) in the case of payment by transfer to an account, a day on which dealings in
foreign currencies may be carried on in the Principal Financial Centre of the
currency of payment and in each (if any) Additional Financial Centre;
"Person" means any individual, company, corporation, firm, partnership, joint venture, association,
organisation, state or agency of a state or other entity, whether or not having separate legal
personality;
"Principal Financial Centre" means, in relation to any currency, the principal financial centre for
that currency provided, however, that in relation to euro, it means the principal financial centre of
such Member State of the European Union as is selected (in the case of a payment) by the payee
or (in the case of a calculation) by the Calculation Agent;
"Put Option Notice" means a notice which must be delivered to a Paying Agent by any Noteholder
wanting to exercise a right to redeem a Note at the option of the Noteholder;
"Put Option Receipt" means a receipt issued by a Paying Agent to a depositing Noteholder upon
deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem
a Note at the option of the Noteholder;
"Quotation Time" has the meaning given in the relevant Pricing Supplement;
"Rate of Interest" means the rate or rates (expressed as a percentage per annum) of interest payable
in respect of the Notes specified in the relevant Pricing Supplement or calculated or determined in
accordance with the provisions of these Conditions and/or the relevant Pricing Supplement;
"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early
Redemption Amount (Tax), the Optional Redemption Amount (Call), the Make Whole
Redemption Price, the Optional Redemption Amount (Put), the Early Termination Amount or such
other amount in the nature of a redemption amount as may be specified in, or determined in
accordance with the provisions of, the relevant Pricing Supplement;
"Redemption Margin" means the figure specified in the relevant Pricing Supplement;
"Reference Bond" means the bond specified in the relevant Pricing Supplement or, if not so
specified or to the extent that such Reference Bond specified in the Pricing Supplement is no longer
outstanding on the relevant Reference Date, the DA Selected Bond;
"Reference Bond Price" means, with respect to any Reference Bond and any Reference Date: (i)
if at least five Reference Government Bond Dealer Quotations are received, the arithmetic average
of the Reference Government Bond Dealer Quotations for such Reference Date, after excluding
the highest (or in the event of equality, one of the highest) and lowest (or in the event of equality,
one of the lowest) such Reference Government Bond Dealer Quotations; (ii) if fewer than five such
Reference Government Bond Dealer Quotations are received, the arithmetic average of all such
quotations; or (iii) if no Reference Government Bond Dealer Quotations have been obtained after
being requested, the Determination Agent shall determine the Reference Bond Price in good faith;
"Reference Bond Rate" means, with respect to any Reference Bond and any Reference Date, the
rate per annum equal to the annual or semi-annual yield (as the case may be) for the Remaining
Term or interpolated yield for the Remaining Term (on the relevant day count basis) of the
Reference Bond, assuming a price for the Reference Bond (expressed as a percentage of its
principal amount) equal to the Reference Bond Price for such Reference Date;
"Reference Date" means the date falling three London Business Days prior to the Optional
Redemption Date (Call);
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"Reference Government Bond Dealer" means each of five banks selected by the Issuer
(following, where practicable, consultation with the Determination Agent, if one is specified in the
relevant Pricing Supplement), or their affiliates, which are (i) primary government securities
dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues;
"Reference Government Bond Dealer Quotations" means, with respect to each Reference
Government Bond Dealer and any Reference Date, the arithmetic average, as determined by the
Determination Agent, of the bid and offered prices for the Reference Bond (expressed in each case
as a percentage of its principal amount): (a) which appear on the Relevant Make Whole Screen
Page as at the Quotation Time on the Reference Date; or (b) to the extent that in the case of (a)
above either such bid and offered prices do not appear on that page, fewer than two such bid and
offered prices appear on that page, or if the Relevant Make Whole Screen Page is unavailable, then
as quoted in writing to the Determination Agent by such Reference Government Bond Dealer;
"Reference Price" has the meaning given in the relevant Pricing Supplement;
"Reference Rate" means EURIBOR / SONIA / SONIA Compounded Index / SOFR / SOFR
Compounded Index / €STR as specified in the relevant Pricing Supplement in respect of the
currency and period specified in the relevant Pricing Supplement. Other than in the case of U.S.
dollar-denominated floating rate Notes for which the "Reference Rate" is specified in the relevant
Pricing Supplement as being SOFR, the term Reference Rate shall, following the occurrence of a
Benchmark Event under Condition 7(n) (Benchmark Replacement (Independent Adviser)), include
any Successor Rate or Alternative Rate and shall, if a Benchmark Event should occur subsequently
in respect of any such Successor Rate or Alternative Rate, also include any further Successor Rate
or further Alternative Rate;
"Regular Period" means:
(a) in the case of Notes where interest is scheduled to be paid only by means of regular
payments, each period from and including the Interest Commencement Date to but
excluding the first Interest Payment Date and each successive period from and including
one Interest Payment Date to but excluding the next Interest Payment Date;
(b) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be
paid only by means of regular payments, each period from and including a Regular Date
falling in any year to but excluding the next Regular Date, where "Regular Date" means
the day and month (but not the year) on which any Interest Payment Date falls; and
(c) in the case of Notes where, apart from one Interest Period other than the first Interest
Period, interest is scheduled to be paid only by means of regular payments, each period
from and including a Regular Date falling in any year to but excluding the next Regular
Date, where "Regular Date" means the day and month (but not the year) on which any
Interest Payment Date falls other than the Interest Payment Date falling at the end of the
irregular Interest Period.
"Relevant Date" means, in relation to any payment, whichever is the later of (a) the date on which
the payment in question first becomes due and (b) if the full amount payable has not been received
by the Fiscal Agent on or prior to such due date, the date on which (the full amount having been
so received) notice to that effect has been given to the Noteholders in accordance with Condition
18 (Notices);
"Relevant Financial Centre" has the meaning given in the relevant Pricing Supplement;
"Relevant Make Whole Screen Page" means the page, section or other part of a particular
information service (or any successor or replacement page, section or other part of a particular
information service, including, without limitation, Bloomberg) specified as the Relevant Make
Whole Screen Page in the relevant Pricing Supplement, or such other page, section or other part as
may replace it on that information service or such other information service, in each case, as may
be nominated by the Determination Agent for the purpose of displaying comparable relevant bid
and offered prices for the Reference Bond;
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"Relevant Screen Page" means the page, section or other part of a particular information service
(including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant
Pricing Supplement, or such other page, section or other part as may replace it on that information
service or such other information service, in each case, as may be nominated by the Person
providing or sponsoring the information appearing there for the purpose of displaying rates or
prices comparable to the Reference Rate;
"Relevant Time" has the meaning given in the relevant Pricing Supplement;
"Remaining Term" means the term to maturity or, if a Par Redemption Date is specified in the
relevant Pricing Supplement, to such Par Redemption Date;
"Specified Currency" has the meaning given in the relevant Pricing Supplement;
"Specified Denomination(s)" has the meaning given in the relevant Pricing Supplement;
"Specified Office" has the meaning given in the Agency Agreement;
"Specified Period" has the meaning given in the relevant Pricing Supplement;
"T2" means the real time gross settlement system operated by the Eurosystem or any successor
system;
"TARGET Settlement Day" means any day on which T2 is open for the settlement of payments
in euro;
"Treaty" means the Treaty on the Functioning of the European Union, as amended; and
"Zero Coupon Note" means a Note specified as such in the relevant Pricing Supplement.
(b) Interpretation: In these Conditions:
(i) any reference to principal shall be deemed to include the Redemption Amount, any
additional amounts in respect of principal which may be payable under Condition 11
(Taxation), any premium payable in respect of a Note and any other amount in the nature
of principal payable pursuant to these Conditions;
(ii) any reference to interest shall be deemed to include any additional amounts in respect of
interest which may be payable under Condition 11 (Taxation) and any other amount in the
nature of interest payable pursuant to these Conditions;
(iii) references to Notes being "outstanding" shall be construed in accordance with the Agency
Agreement;
(iv) if an expression is stated in Condition 2(a) (Definitions) to have the meaning given in the
relevant Pricing Supplement, but the relevant Pricing Supplement gives no such meaning
or specifies that such expression is "not applicable" then such expression is not applicable
to the Notes;
(v) any reference to the Agency Agreement shall be construed as a reference to the Agency
Agreement as amended and/or supplemented up to and including the Issue Date of the
Notes; and
(vi) any reference in these Conditions to any legislation (whether primary legislation or
regulations or other subsidiary legislation made pursuant to primary legislation) shall be
construed as a reference to such legislation as the same may have been, or may from time
to time be, amended or re-enacted.
3. Form, Denomination and Title
(a) Form: The Notes are in registered form.
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(b) Denomination: Notes are in the Specified Denomination(s), which may include a minimum
denomination specified in the relevant Pricing Supplement and higher integral multiples of a
smaller amount specified in the relevant Pricing Supplement.
(c) Title to Notes: The Registrar will maintain the register in accordance with the provisions of the
Agency Agreement. A certificate (each, a "Note Certificate") will be issued to each Holder of
Notes in respect of its registered holding. Each Note Certificate will be numbered serially with an
identifying number which will be recorded in the Register. "Holder" means the person in whose
name such Note is for the time being registered in the Register (or, in the case of a joint holding,
the first named thereof) and "Noteholder" shall be construed accordingly.
(d) Ownership: The Holder of any Note shall (except as otherwise required by law) be treated as its
absolute owner for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any other interest therein, any writing thereon or on the Note Certificate relating
thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft thereof)
and no Person shall be liable for so treating such Holder. No person shall have any right to enforce
any term or condition of any Note under the Contracts (Rights of Third Parties) Act 1999.
(e) Transfers of Notes: Subject to paragraphs (h) (Closed periods) and (i) (Regulations concerning
transfers and registration) below, a Note may be transferred upon surrender of the relevant Note
Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the
Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may
be) such Transfer Agent may reasonably require to prove the title of the transferor and the authority
of the individuals who have executed the form of transfer; provided, however, that a Note may
not be transferred unless the principal amount of Notes transferred and (where not all of the Notes
held by a Holder are being transferred) the principal amount of the balance of Notes not transferred
are Specified Denominations. Where not all the Notes represented by the surrendered Note
Certificate are the subject of the transfer, a new Note Certificate in respect of the balance of the
Notes will be issued to the transferor.
(f) Registration and delivery of Note Certificates: Within five business days of the surrender of a
Note Certificate in accordance with paragraph (e) (Transfers of Notes) above, the Registrar will
register the transfer in question and deliver a new Note Certificate of a like principal amount to the
Notes transferred to each relevant Holder at its Specified Office or (as the case may be) the
Specified Office of any Transfer Agent or (at the request and risk of any such relevant Holder) by
uninsured first class mail (airmail if overseas) to the address specified for the purpose by such
relevant Holder. In this paragraph, "business day" means a day on which commercial banks are
open for general business (including dealings in foreign currencies) in the city where the Registrar
or (as the case may be) the relevant Transfer Agent has its Specified Office.
(g) No charge: The transfer of a Note will be effected without charge by or on behalf of the Issuer or
the Registrar or any Transfer Agent but against such indemnity as the Issuer, the Registrar or (as
the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever
nature which may be levied or imposed in connection with such transfer.
(h) Closed periods: Noteholders may not require transfers to be registered during the period of 15
days ending on the due date for any payment of principal or interest in respect of the Notes.
(i) Regulations concerning transfers and registration: All transfers of Notes and entries on the
Register are subject to the detailed regulations concerning the transfer of Notes scheduled to the
Agency Agreement. The regulations may be changed by the Issuer with the prior written approval
of the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar
to any Noteholder who requests in writing a copy of such regulations.
4. Status
The Notes (subject to Condition 5 (Negative Pledge)) are the direct, unconditional, unsubordinated
and unsecured obligations of the Issuer and rank and will rank pari passu, without preference
among themselves, with all other unsecured External Indebtedness of the Issuer, from time to time
outstanding, provided, however, that the Issuer shall have no obligation to effect equal or rateable
payment(s) at any time with respect to any such other External Indebtedness and, in particular,
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shall have (i) no obligation to pay other External Indebtedness (irrespective of the creditor) at the
same time as payment of sums due on the Notes issued under the Programme; and (ii) no obligation
to pay sums due on Notes issued under the Programme at the same time as other External
Indebtedness (irrespective of the creditor).
"External Indebtedness" means any indebtedness, present or future, for money borrowed or raised
(whether or not evidenced by bonds, debentures, notes or other similar instruments) provided that
indebtedness registered in Nasdaq CSD SE (the merged Central Securities Depositary of Lithuania,
Latvia and Estonia) (or any successor of this central depositary for securities) shall not be included
in "External Indebtedness";
5. Negative Pledge
So long as any Note remains outstanding (as defined in the Agency Agreement), the Issuer will not
grant or permit to be outstanding, and will procure that there is not granted or permitted to be
outstanding, any mortgage, charge, lien, pledge or other security interest (any of the foregoing a
"Security Interest") over any of its present or future assets or revenues (which expression includes
the International Monetary Assets of the Issuer) or any part thereof, to secure any Relevant
Indebtedness or any Guarantee thereof unless the Issuer shall, in the case of the granting of the
security, before or at the same time, and in any other case, promptly, procure that all amounts
payable in respect of the Notes are secured equally and rateably, or such other security or other
arrangement is provided as shall be approved by an Extraordinary Resolution of the Noteholders.
Where:
"Relevant Indebtedness" means any Indebtedness, present or future, in the form of, or represented
by, notes, bonds or other similar instruments which is capable of being listed, quoted or traded on
any stock exchange, provided however that, indebtedness registered in Nasdaq CSD SE (the
merged Central Securities Depositary of Lithuania, Latvia and Estonia) (or any successor of this
central depositary for securities) shall not be included in "Relevant Indebtedness".
In these conditions:
"Government" means the government of the Republic of Estonia from time to time;
"Guarantee" means, in relation to any Indebtedness of any Person, any obligation of another
Person to pay such Indebtedness including (without limitation):
(A) any obligation to purchase such Indebtedness;
(B) any obligation to lend money, to purchase or subscribe shares or other securities
or to purchase assets or services in order to provide funds for the payment of such
Indebtedness;
(C) any indemnity against the consequences of a default in the payment of such
Indebtedness; and
(D) any other agreement to be responsible for such Indebtedness;
"Indebtedness" means any indebtedness of any Person for money borrowed or raised;
"International Monetary Assets" means all official holdings of gold and the reserves of the Issuer
by whomsoever and in whatever form owned and held or customarily regarded and held out as the
international monetary assets of the Issuer, Special Drawing Rights, Reserve Positions in the Fund
and Foreign Exchange of the Government or any agency or department of the Government from
time to time;
"Person" means any individual, company, corporation, firm, partnership, joint venture,
association, organisation, state or agency of a state or other entity, whether or not having separate
legal personality; and
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"Special Drawing Rights", "Reserve Positions in the Fund" and "Foreign Exchange" have, as
to the types of assets included, the meanings given to them in the International Monetary Fund's
("IMF") publication entitled "International Financial Statistics" or such other meanings as shall
be formally adopted by the IMF from time to time.
6. Fixed Rate Note Provisions
(a) Application: This Condition 6 is applicable to the Notes only if the Fixed Rate Note Provisions
are specified in the relevant Pricing Supplement as being applicable.
(b) Accrual of interest: The Notes bear interest from (and including) the Interest Commencement Date
at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in
Condition 10 (Payments). Each Note will cease to bear interest from the due date for final
redemption unless, upon due presentation, payment of the Redemption Amount is improperly
withheld or refused, in which case it will continue to bear interest in accordance with this Condition
6 (both before and after judgment) until whichever is the earlier of (i) the day on which all sums
due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder
and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has
received all sums due in respect of the Notes up to such seventh day (except to the extent that there
is any subsequent default in payment).
(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest
Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified
Denomination, shall be the relevant Fixed Coupon Amount in respect of the relevant Specified
Denomination.
(d) Notes accruing interest otherwise than a Fixed Coupon Amount: This Condition 6(d) shall apply
to Notes which are Fixed Rate Notes only where the Pricing Supplement for such Notes specify
that the Interest Payment Dates are subject to adjustment in accordance with the Business Day
Convention specified therein. The amount of interest payable in respect of each Note for any
Interest Period for such Notes shall be calculated by multiplying the product of the Rate of Interest
for such Interest Period and the Calculation Amount by the relevant Day Count Fraction and
rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being
rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified
Denomination of the relevant Note divided by the Calculation Amount.
(e) Calculation of interest amount: The amount of interest payable in respect of each Note for any
period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate
of Interest to the Calculation Amount, multiplying the product by the relevant Day Count Fraction,
rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being
rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified
Denomination of such Note divided by the Calculation Amount. For this purpose, a "sub-unit"
means, in the case of any currency other than euro, the lowest amount of such currency that is
available as legal tender in the country of such currency and, in the case of euro, means one cent.
7. Floating Rate Note Provisions
(a) Application: This Condition 7 is applicable to the Notes only if the Floating Rate Note Provisions
are specified in the relevant Pricing Supplement as being applicable.
(b) Accrual of interest: The Notes bear interest from (and including) the Interest Commencement Date
at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in
Condition 10 (Payments). Each Note will cease to bear interest from the due date for final
redemption unless, upon due presentation, payment of the Redemption Amount is improperly
withheld or refused, in which case it will continue to bear interest in accordance with this Condition
(both before and after judgment) until whichever is the earlier of (i) the day on which all sums due
in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and
(ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has
received all sums due in respect of the Notes up to such seventh day (except to the extent that there
is any subsequent default in payment).
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(c) Screen Rate Determination: If Screen Rate Determination is specified as applicable in the relevant
Pricing Supplement, the Rate of Interest applicable to the Notes for each Interest Period will be
(other than in respect of Notes for which SONIA, SOFR and/or €STR or any related index is
specified as the Reference Rate in the relevant Pricing Supplement) determined by the Calculation
Agent on the following basis:
(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the
Calculation Agent will determine the Reference Rate which appears on the Relevant
Screen Page as of the Relevant Time on the relevant Interest Determination Date;
(ii) if Linear Interpolation is specified as applicable in respect of an Interest Period in the
applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be
calculated by the Calculation Agent by straight-line linear interpolation by reference to
two rates which appear on the Relevant Screen Page as of the Relevant Time on the
relevant Interest Determination Date, where:
(A) one rate shall be determined as if the relevant Interest Period were the period of
time for which rates are available next shorter than the length of the relevant
Interest Period; and
(B) the other rate shall be determined as if the relevant Interest Period were the period
of time for which rates are available next longer than the length of the relevant
Interest Period;
provided, however, that if no rate is available for a period of time next shorter or, as the
case may be, next longer than the length of the relevant Interest Period, then the
Calculation Agent shall calculate the Rate of Interest at such time and by reference to such
sources as the Issuer, in consultation with an Independent Adviser appointed by the Issuer
(and such Independent Adviser to act in good faith and in a commercially reasonable
manner), determines appropriate;
(iii) in any other case, the Calculation Agent will determine the arithmetic mean of the
Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on
the relevant Interest Determination Date;
(iv) and the Rate of Interest for such Interest Period shall be the sum of the Margin and the
rate or (as the case may be) the arithmetic mean so determined; provided, however, that
if the Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic
mean in accordance with the above provisions in relation to any Interest Period, the Rate
of Interest applicable to the Notes during such Interest Period will be the sum of the Margin
and the rate or (as the case may be) the arithmetic mean last determined in relation to the
Notes in respect of a preceding Interest Period.
(d) Interest – Floating Rate Notes referencing SONIA (Screen Rate Determination)
(i) This Condition 7(d) is applicable to the Notes only if the Floating Rate Note Provisions
are specified in the relevant Pricing Supplement as being applicable, Screen Rate
Determination is specified in the relevant Pricing Supplement as the manner in which the
Rate(s) of Interest is/are to be determined, and the "Reference Rate" is specified in the
relevant Pricing Supplement as being "SONIA".
(ii) Where "SONIA" is specified as the Reference Rate in the Pricing Supplement, the Rate of
Interest for each Interest Period will, subject as provided below, be Compounded Daily
SONIA plus or minus (as specified in the relevant Pricing Supplement) the Margin, all as
determined by the Calculation Agent.
(iii) For the purposes of this Condition 7(d):
"Compounded Daily SONIA", with respect to an Interest Period, will be calculated by
the Calculation Agent on each Interest Determination Date in accordance with the
following formula, and the resulting percentage will be rounded, if necessary, to the fourth
decimal place, with 0.00005 being rounded upwards:
10268981377-v17 - 40 - 70-41063249
𝑑𝑜
𝑆𝑂𝑁𝐼𝐴𝑖 x 𝑛𝑖 D
[∏ (1 + ) − 1] x
D 𝑑
𝑖= 1
"d" means the number of calendar days in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period;
"D" is the number specified in the relevant Pricing Supplement (or, if no such number is
specified, 365);
"do" means the number of London Banking Days in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period;
"i" means a series of whole numbers from one to d o, each representing the relevant London
Banking Day in chronological order from, and including, the first London Banking Day
in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period;
to, and including, the last London Banking Day in such period;
"Interest Determination Date" means, in respect of any Interest Period, the date falling
"p" London Banking Days prior to the Interest Payment Date for such Interest Period (or
the date falling p London Banking Days prior to such earlier date, if any, on which the
Notes are due and payable).
"London Banking Day" or "LBD" means any day on which commercial banks are open
for general business (including dealing in foreign exchange and foreign currency deposits)
in London;
"ni" for any London Banking Day "i", in the relevant Interest Period or Observation Period
(as applicable) is the number of calendar days from, and including, such London Banking
Day "i" up to, but excluding, the following London Banking Day;
"Observation Period" means, in respect of an Interest Period, the period from, and
including, the date falling "p" London Banking Days prior to the first day of such Interest
Period (and the first Interest Period shall begin on and include the Interest Commencement
Date) and ending on, but excluding, the date which is "p" London Banking Days prior to
the Interest Payment Date for such Interest Period (or the date falling "p" London Banking
Days prior to such earlier date, if any, on which the Notes become due and payable);
"p" for any Interest Period or Observation Period (as applicable), means the number of
London Banking Days specified as the "Lag Period" or the "Observation Shift Period" (as
applicable) in the relevant Pricing Supplement or if no such period is specified, five
London Banking Days;
10268981377-v17 - 41 - 70-41063249
"SONIA Reference Rate" means, in respect of any London Banking Day, a reference rate
equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London
Banking Day as provided by the administrator of SONIA to authorised distributors and as
then published on the Relevant Screen Page (or if the Relevant Screen Page is unavailable,
as otherwise is published by such authorised distributors) on the London Banking Day
immediately following such London Banking Day; and
"SONIAi" means the SONIA Reference Rate for:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the London Banking Day falling "p" London Banking Days prior to
the relevant London Banking Day "i"; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant London Banking Day "i";
For the avoidance of doubt, the formula for the calculation of Compounded Daily SONIA
only compounds the SONIA Reference Rate in respect of any London Banking Day. The
SONIA Reference Rate applied to a day that is a non-London Banking Day will be taken
by applying the SONIA Reference Rate for the previous London Banking Day but without
compounding.
(iv) If, in respect of any London Banking Day in the relevant Interest Period or Observation
Period (as applicable), the Calculation Agent determines that the SONIA Reference Rate
is not available on the Relevant Screen Page and has not otherwise been published by the
relevant authorised distributors, such SONIA Reference Rate shall, subject to Condition
7(n) (Benchmark Replacement (Independent Adviser)), be:
(A) the sum of (a) the Bank of England's Bank Rate (the "Bank Rate") prevailing at
close of business on the relevant London Banking Day; and (b) the mean of the
spread of the SONIA Reference Rate to the Bank Rate over the previous five
London Banking Days on which a SONIA Reference Rate has been published,
excluding the highest spread (or, if there is more than one highest spread, one
only of those highest spreads) and lowest spread (or, if there is more than one
lowest spread, one only of those lowest spreads) to the Bank Rate; or
(B) if the Bank Rate is not published by the Bank of England at close of business on
the relevant London Banking Day, (a) the SONIA Reference Rate published on
the Relevant Screen Page (or otherwise published by the relevant authorised
distributors) for the first preceding London Banking Day on which the SONIA
Reference Rate was published on the Relevant Screen Page (or otherwise
published by the relevant authorised distributors) or (b) if this is more recent, the
latest determined rate under (A).
(v) Subject to Condition 7(n) (Benchmark Replacement (Independent Adviser)), if the Rate
of Interest cannot be determined in accordance with the foregoing provisions of this
Condition 7(d), the Rate of Interest shall be (A) that determined as at the last preceding
Interest Determination Date (though substituting, where a different Margin is to be applied
to the relevant Interest Period from that which applied to the last preceding Interest Period,
the Margin relating to the relevant Interest Period, in place of the Margin relating to that
last preceding Interest Period) or (B) if there is no such preceding Interest Determination
Date, the initial Rate of Interest which would have been applicable to the Notes for the
first Interest Period had the Notes been in issue for a period equal in duration to the
scheduled first Interest Period but ending on (and excluding) the Interest Commencement
Date (but applying the Margin applicable to the first Interest Period).
(e) Interest – Floating Rate Notes referencing SOFR (Screen Rate Determination)
(i) This Condition 7(e) is applicable to the Notes only if the Floating Rate Note Provisions
are specified in the relevant Pricing Supplement as being applicable, Screen Rate
Determination is specified in the relevant Pricing Supplement as the manner in which the
10268981377-v17 - 42 - 70-41063249
Rate(s) of Interest is/are to be determined, and the "Reference Rate" is specified in the
relevant Pricing Supplement as being "SOFR".
(ii) Where "SOFR" is specified as the Reference Rate in the Pricing Supplement, the Rate of
Interest for each Interest Period will, subject as provided below, be the Benchmark plus
or minus (as specified in the relevant Pricing Supplement) the Margin, all as determined
by the Calculation Agent on each Interest Determination Date.
(iii) For the purposes of this Condition 7(e):
"Benchmark" means Compounded Daily SOFR, which is a compounded average of daily
SOFR, as determined for each Interest Period in accordance with the specific formula and
other provisions set out in this Condition 7(e).
Daily SOFR rates will not be published in respect of any day that is not a U.S. Government
Securities Business Day, such as a Saturday, Sunday or holiday. For this reason, in
determining Compounded Daily SOFR in accordance with the specific formula and other
provisions set forth herein, the daily SOFR rate for any U.S. Government Securities
Business Day that immediately precedes one or more days that are not U.S. Government
Securities Business Days will be multiplied by the number of calendar days from and
including such U.S. Government Securities Business Day to, but excluding, the following
U.S. Government Securities Business Day.
If the Issuer determines that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred in respect of Compounded Daily SOFR (or the daily
SOFR used in the calculation hereof) prior to the relevant SOFR Determination Time,
then the provisions under this Condition 7(e) will apply.
"Compounded Daily SOFR" with respect to any Interest Period, means the rate of return
of a daily compound interest investment computed in accordance with the following
formula (and the resulting percentage will be rounded, if necessary, to the nearest fifth
decimal place, with 0.000005 being rounded upwards to 0.00001):
𝑑𝑜
𝑆𝑂𝐹𝑅𝑖 𝑥 𝑛𝑖 𝐷
[∏ (1 + ) − 1] 𝑥
𝐷 𝑑
𝑖=1
"d" is the number of calendar days in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period.
"D" is the number specified in the relevant Pricing Supplement (or, if no such number is
specified, 360);
"do" is the number of U.S. Government Securities Business Days in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period.
"i" is a series of whole numbers from one to d o, each representing the relevant U.S.
Government Securities Business Day in chronological order from, and including, the first
U.S. Government Securities Business Day in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
10268981377-v17 - 43 - 70-41063249
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period,
to and including the last U.S. Government Securities Business Day in such period;
"Interest Determination Date" means, in respect of any Interest Period, the date falling
"p" U.S. Government Securities Business Days prior to the Interest Payment Date for such
Interest Period (or the date falling "p" U.S. Government Securities Business Days prior to
such earlier date, if any, on which the Notes are due and payable);
"ni" for any U.S. Government Securities Business Day "i" in the relevant Interest Period
or Observation Period (as applicable), is the number of calendar days from, and including,
such U.S. Government Securities Business Day "i" to, but excluding, the following U.S.
Government Securities Business Day ("i+1");
"Observation Period" in respect of an Interest Period means the period from, and
including, the date falling "p" U.S. Government Securities Business Days preceding the
first day in such Interest Period (and the first Interest Period shall begin on and include the
Interest Commencement Date) to, but excluding, the date falling "p" U.S. Government
Securities Business Days preceding the Interest Payment Date for such Interest Period (or
the date falling "p" U.S. Government Securities Business Days prior to such earlier date,
if any, on which the Notes become due and payable);
"p" for any Interest Period or Observation Period (as applicable) means the number of
U.S. Government Securities Business Days specified as the "Lag Period" or the
"Observation Shift Period" (as applicable) in the relevant Pricing Supplement or if no such
period is specified, five U.S. Government Securities Business Days;
"SOFR" with respect to any U.S. Government Securities Business Day, means:
(i) the Secured Overnight Financing Rate published for such U.S. Government
Securities Business Day as such rate appears on the SOFR Administrator's
Website at 3:00 p.m. (New York time) on the immediately following U.S.
Government Securities Business Day (the "SOFR Determination Time"); or
(ii) subject to this Condition 7(e), if the rate specified in (i) above does not so appear,
the Secured Overnight Financing Rate as published in respect of the first
preceding U.S. Government Securities Business Day for which the Secured
Overnight Financing Rate was published on the SOFR Administrator's Website;
"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor
administrator of the Secured Overnight Financing Rate);
"SOFR Administrator's Website" means the website of the Federal Reserve Bank of
New York, or any successor source;
"SOFRi" means the SOFR for:
(i) where "Lag" is specified as the Observation Method in the applicable Pricing
Supplement, the U.S. Government Securities Business Day falling "p" U.S.
Government Securities Business Days prior to the relevant U.S. Government
Securities Business Day "i"; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant U.S. Government Securities Business Day "i";
and
"U.S. Government Securities Business Day" means any day except for a Saturday, a
Sunday or a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day
for purposes of trading in U.S. government securities.
10268981377-v17 - 44 - 70-41063249
(iv) If the Issuer (in consultation with the Independent Adviser, if appointed) determines on or
prior to the relevant Reference Time that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to the then-current Benchmark,
the Benchmark Replacement will replace the then-current Benchmark for all purposes
relating to the Notes in respect of all determinations on such date and for all determinations
on all subsequent dates. In connection with the implementation of a Benchmark
Replacement, the Issuer will have the right to make Benchmark Replacement Conforming
Changes from time to time, without any requirement for the consent or approval of the
Noteholders, and the Fiscal Agent shall concur (in accordance with the Agency Agreement)
with the Issuer in effecting any Benchmark Replacement Conforming Changes required
to these Conditions and/or the Agency Agreement (regardless of whether or not effecting
of such Benchmark Replacement Conforming Changes would constitute a Reserved
Matter).
Any determination, decision or election that may be made by the Issuer (in consultation
with the Independent Adviser, if appointed) pursuant to this section, including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-
occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection:
(i) will be conclusive and binding absent manifest error;
(ii) will be made in the sole discretion of the Issuer; and
(iii) notwithstanding anything to the contrary in the documentation relating to the
Notes, shall become effective without consent from the holders of the Notes or
any other party.
"Benchmark" means, initially, Compounded Daily SOFR, as such term is defined above;
provided that if the Issuer determines on or prior to the Reference Time that a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect
to Compounded Daily SOFR (or the published daily SOFR used in the calculation thereof)
or the then-current Benchmark, then "Benchmark" shall mean the applicable Benchmark
Replacement.
"Benchmark Replacement" means the first alternative set forth in the order below that
can be determined by the Issuer (in consultation with the Independent Adviser, if
appointed) as of the Benchmark Replacement Date:
(i) the sum of: (A) the alternate rate of interest that has been selected or
recommended by the Relevant Governmental Body as the replacement for the
then-current Benchmark and (B) the Benchmark Replacement Adjustment;
(ii) the sum of: (A) the ISDA Fallback Rate and (B) the Benchmark Replacement
Adjustment; or
(iii) the sum of: (A) the alternate rate of interest that has been selected by the Issuer
(in consultation with the Independent Adviser, if appointed) as the replacement
for the then-current Benchmark giving due consideration to any industry-accepted
rate of interest as a replacement for the then-current Benchmark for U.S. dollar-
denominated floating rate notes at such time and (B) the Benchmark Replacement
Adjustment;
"Benchmark Replacement Adjustment" means the first alternative set forth in the order
below that can be determined by the Issuer (in consultation with the Independent Adviser,
if appointed) as of the Benchmark Replacement Date:
(i) the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been
selected or recommended by the Relevant Governmental Body for the applicable
Unadjusted Benchmark Replacement;
10268981377-v17 - 45 - 70-41063249
(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA
Fallback Rate, the ISDA Fallback Adjustment; or
(iii) the spread adjustment (which may be a positive or negative value or zero) that
has been selected by the Issuer giving due consideration to any industry-accepted
spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the then-current Benchmark with the
applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
floating rate notes at such time;
"Benchmark Replacement Conforming Changes" means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes (including
changes to the timing and frequency of determining rates and making payments of interest,
rounding of amounts or tenors, and other administrative matters) that the Issuer (in
consultation with the Independent Adviser, if appointed) decides may be appropriate to
reflect the adoption of such Benchmark Replacement in a manner substantially consistent
with market practice (or, if the Issuer decides that adoption of any portion of such market
practice is not administratively feasible or if the Issuer determines that no market practice
for use of the Benchmark Replacement exists, in such other manner as the Issuer (in
consultation with the Independent Adviser, if appointed) determines is reasonably
necessary);
"Benchmark Replacement Date" means the earliest to occur of the following events with
respect to the then-current Benchmark (including the daily published component used in
the calculation thereof):
(i) in the case of clause (i) or (ii) of the definition of "Benchmark Transition Event",
the later of (a) the date of the public statement or publication of information
referenced therein and (b) the date on which the administrator of the Benchmark
permanently or indefinitely ceases to provide the Benchmark (or such
component); or
(ii) in the case of clause (iii) of the definition of "Benchmark Transition Event", the
date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement
Date occurs on the same day as, but earlier than, the Reference Time in respect of any
determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination;
"Benchmark Transition Event" means the occurrence of one or more of the following
events with respect to the then-current Benchmark (including the daily published
component used in the calculation thereof):
(i) a public statement or publication of information by or on behalf of the
administrator of the Benchmark (or such component) announcing that such
administrator has ceased or will cease to provide the Benchmark (or such
component), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to
provide the Benchmark (or such component); or
(ii) a public statement or publication of information by the regulatory supervisor for
the administrator of the Benchmark (or such component), the central bank for the
currency of the Benchmark (or such component), an insolvency official with
jurisdiction over the administrator for the Benchmark (or such component), a
resolution authority with jurisdiction over the administrator for the Benchmark
(or such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark, which states that the
administrator of the Benchmark (or such component) has ceased or will cease to
provide the Benchmark (or such component) permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor
10268981377-v17 - 46 - 70-41063249
administrator that will continue to provide the Benchmark (or such component);
or
(iii) a public statement or publication of information by the regulatory supervisor for
the administrator of the Benchmark announcing that the Benchmark is no longer
representative;
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or
negative value or zero) that would apply for derivatives transactions referencing the 2006
ISDA Definitions to be determined upon the occurrence of an index cessation event with
respect to the Benchmark;
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions
referencing the 2006 ISDA Definitions to be effective upon the occurrence of an index
cessation date with respect to the Benchmark for the applicable tenor excluding the
applicable ISDA Fallback Adjustment;
"Reference Time" with respect to any determination of the Benchmark means (i) if the
Benchmark is Compounded Daily SOFR, the SOFR Determination Time, and (ii) if the
Benchmark is not Compounded Daily SOFR, the time determined by the Issuer (in
consultation with the Independent Adviser, if appointed) after giving effect to the
Benchmark Replacement Conforming Changes;
"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto;
and
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding
the Benchmark Replacement Adjustment.
(v) Any Benchmark Replacement, Benchmark Replacement Adjustment and the specific
terms of any Benchmark Replacement Conforming Changes, determined under Condition
7(e) above will be notified promptly by the Issuer to the Fiscal Agent, the Calculation
Agent, the Paying Agents and, in accordance with Condition 18 (Notices), the Noteholders
(and in any case, no later than 5 Business Days prior to the relevant Interest Determination
Date relating the next succeeding Interest Period). Such notice shall be irrevocable and
shall specify the effective date on which such changes take effect.
No later than notifying the Fiscal Agent of the same, the Issuer shall deliver to the Fiscal
Agent a certificate signed by two authorised signatories of the Issuer:
(A) confirming (x) that a Benchmark Transition Event has occurred, (y) the relevant
Benchmark Replacement and, (z) where applicable, any Benchmark Replacement
Adjustment and/or the specific terms of any relevant Benchmark Replacement
Conforming Changes, in each case as determined in accordance with the
provisions of this Condition 7(e); and
(B) certifying that the relevant Benchmark Replacement Conforming Changes are
necessary to ensure the proper operation of such Benchmark Replacement and/or
Benchmark Replacement Adjustment.
(vi) If the Rate of Interest cannot be determined in accordance with the foregoing provisions
of this Condition 7(e), the Rate of Interest shall be (A) that determined as at the last
preceding Interest Determination Date (though substituting, where a different Margin is
to be applied to the relevant Interest Period from that which applied to the last preceding
Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin
relating to that last preceding Interest Period) or (B) if there is no such preceding Interest
Determination Date, the initial Rate of Interest which would have been applicable to the
Notes for the first Interest Period had the Notes been in issue for a period equal in duration
to the scheduled first Interest Period but ending on (and excluding) the Interest
Commencement Date (but applying the Margin applicable to the first Interest Period).
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(f) Interest – Floating Rate Notes referencing €STR (Screen Rate Determination)
(i) This Condition 7(f) is applicable to the Notes only if the Floating Rate Note Provisions
are specified in the relevant Pricing Supplement as being applicable, Screen Rate
Determination is specified in the relevant Pricing Supplement as the manner in which the
Rate(s) of Interest is/are to be determined, and the "Reference Rate" is specified in the
relevant Pricing Supplement as being "€STR".
(ii) Where "€STR" is specified as the Reference Rate in the Pricing Supplement, the Rate of
Interest for each Interest Period will, subject as provided below, be Compounded Daily
€STR plus or minus (as specified in the relevant Pricing Supplement) the Margin, all as
determined by the Calculation Agent on each Interest Determination Date.
(iii) For the purposes of this Condition 7(f):
"Compounded Daily €STR" means, with respect to any Interest Period, the rate of return
of a daily compound interest investment (with the daily euro short-term rate as reference
rate for the calculation of interest) as calculated by the Calculation Agent as at the relevant
Interest Determination Date in accordance with the following formula (and the resulting
percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005
being rounded upwards):
𝑑𝑜
€STR 𝑖 × 𝑛𝑖 D
[∏ (1 + ) − 1] ×
D 𝑑
𝑖=1
where:
"d" means the number of calendar days in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period;
"D" means the number specified as such in the relevant Pricing Supplement (or, if no such
number is specified, 360);
"do" means the number of TARGET Settlement Days in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period;
the "€STR reference rate", in respect of any TARGET Settlement Day, is a reference rate
equal to the daily euro short-term rate ("€STR") for such TARGET Settlement Day as
provided by the European Central Bank as the administrator of €STR (or any successor
administrator of such rate) on the website of the European Central Bank (or, if no longer
published on its website, as otherwise published by it or provided by it to authorised
distributors and as then published on the Relevant Screen Page or, if the Relevant Screen
Page is unavailable, as otherwise published by such authorised distributors) on the
TARGET Settlement Day immediately following such TARGET Settlement Day (in each
case, at the time specified by, or determined in accordance with, the applicable
methodology, policies or guidelines, of the European Central Bank or the successor
administrator of such rate);
"€STRi" means the €STR reference rate for:
10268981377-v17 - 48 - 70-41063249
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the TARGET Settlement Day falling "p" TARGET Settlement Days
prior to the relevant TARGET Settlement Day "i"; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant TARGET Settlement Day "i".
"i" is a series of whole numbers from one to "do", each representing the relevant TARGET
Settlement Day in chronological order from, and including, the first TARGET Settlement
Day in:
(i) where "Lag" is specified as the Observation Method in the relevant Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the relevant
Pricing Supplement, the relevant Observation Period;
to, and including, the last TARGET Settlement Day in such period;
"Interest Determination Date" means, in respect of any Interest Period, the date falling
"p" TARGET Settlement Days prior to the Interest Payment Date for such Interest Period
(or the date falling "p" TARGET Settlement Days prior to such earlier date, if any, on
which the Notes are due and payable);
"ni" for any TARGET Settlement Day "i" in the relevant Interest Period or Observation
Period (as applicable), means the number of calendar days from (and including) such
TARGET Settlement Day "i" up to (but excluding) the following TARGET Settlement
Day;
"Observation Period" means, in respect of any Interest Period, the period from (and
including) the date falling "p" TARGET Settlement Days prior to the first day of the
relevant Interest Period (and the first Interest Period shall begin on and include the Interest
Commencement Date) to (but excluding) the date falling "p" TARGET Settlement Days
prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest
Period or (B) such earlier date, if any, on which the Notes become due and payable; and
"p" for any latest Interest Period or Observation Period (as applicable), means the number
of TARGET Settlement Days specified as the "Lag Period" or the "Observation Shift
Period" (as applicable) in the relevant Pricing Supplement or, if no such period is
specified, five TARGET Settlement Days.
(iv) Subject to Condition 7(n) (Benchmark Replacement (Independent Adviser)), if, where any
Rate of Interest is to be calculated pursuant to Condition 7(f)(ii) above, in respect of any
TARGET Settlement Day in respect of which an applicable €STR reference rate is
required to be determined, such €STR reference rate is not made available on the Relevant
Screen Page and has not otherwise been published by the relevant authorised distributors,
then the €STR reference rate in respect of such TARGET Settlement Day shall be the
€STR reference rate for the first preceding TARGET Settlement Day in respect of which
€STR reference rate was published by the European Central Bank on its website, as
determined by the Calculation Agent.
(v) Subject to Condition 7(n) (Benchmark Replacement (Independent Adviser)), if the Rate
of Interest cannot be determined in accordance with the foregoing provisions of Condition
7(f)(ii)(f), the Rate of Interest shall be (A) that determined as at the last preceding Interest
Determination Date (though substituting, where a different Margin is to be applied to the
relevant Interest Period from that which applied to the last preceding Interest Period, the
Margin relating to the relevant Interest Period, in place of the Margin relating to that last
preceding Interest Period) or (B) if there is no such preceding Interest Determination Date,
the initial Rate of Interest which would have been applicable to the Notes for the first
Interest Period had the Notes been in issue for a period equal in duration to the scheduled
first Interest Period but ending on (and excluding) the Interest Commencement Date (but
applying the Margin applicable to the first Interest Period).
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(g) Interest – SONIA Compounded Index and SOFR Compounded Index (Screen Rate Determination)
This Condition 7(g) is applicable to the Notes only if the Floating Rate Note Provisions are
specified in the relevant Pricing Supplement as being applicable, Screen Rate Determination is
specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are
to be determined, and "Index Determination" is specified in the relevant Pricing Supplement as
being applicable.
Where "Index Determination" is specified in the relevant Pricing Supplement as being applicable,
the Rate of Interest for each Interest Period will be the compounded daily reference rate for the
relevant Interest Period, calculated in accordance with the following formula:
𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥 𝐸𝑛𝑑 𝑁𝑢𝑚𝑒𝑟𝑎𝑡𝑜𝑟
( − 1) X
𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥 𝑆𝑡𝑎𝑟𝑡 𝑑
and rounded to the Relevant Decimal Place, plus or minus the Margin (if any), all as determined
and calculated by the Calculation Agent, where:
"Compounded Index" means either the SONIA Compounded Index or the SOFR Compounded
Index, as specified in the relevant Pricing Supplement;
"Compounded Index End" means the relevant Compounded Index value on the End date;
"Compounded Index Start" means the relevant Compounded Index value on the Start date;
"d" is the number of calendar days from (and including) the day on which the relevant
Compounded Index Start is determined to (but excluding) the day on which the relevant
Compounded Index End is determined;
"End" means the day falling the Relevant Number of Index Days prior to the Interest Payment
Date for such Interest Period, or such other date on which the relevant payment of interest falls due
(but which by its definition or the operation of the relevant provisions is excluded from such
Interest Period);
"Index Days" means, in the case of the SONIA Compounded Index, London Banking Days, and,
in the case of the SOFR Compounded Index, U.S. Government Securities Business Days;
"Numerator" means, in the case of the SONIA Compounded Index, 365 and, in the case of the
SOFR Compounded Index, 360;
"Relevant Decimal Place" shall, unless otherwise specified in the Pricing Supplement, be the fifth
decimal place, rounded up or down, if necessary (with 0.000005 being rounded upwards); and
"Relevant Number" is as specified in the applicable Pricing Supplement, but, unless otherwise
specified shall be five.
"SONIA Compounded Index" means the Compounded Daily SONIA rate as published at 10:00
(London time) by the Bank of England (or a successor administrator of SONIA) on the Bank of
England's Interactive Statistical Database, or any successor source;
"SOFR Compounded Index" means the Compounded Daily SOFR rate as published at 15:00
(New York time) by Federal Reserve Bank of New York (or a successor administrator of SOFR)
on the website of the Federal Reserve Bank of New York, or any successor source; and
"Start" means the day falling the Relevant Number of Index Days prior to the first day of the
relevant Interest Period.
If, with respect to any Interest Period, the relevant rate is not published for the relevant
Compounded Index either on the relevant Start or End date, then the Calculation Agent shall
calculate the rate of interest for that Interest Period as if Index Determination was not specified in
the applicable Pricing Supplement and as if Compounded Daily SONIA or Compounded Daily
SOFR (as defined in Condition 7(d) or Condition 7(e), as applicable) had been specified instead in
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the Pricing Supplement, and in each case "Observation Shift" had been specified as the Observation
Method in the relevant Pricing Supplement, and where the Observation Shift Period for the
purposes of the references to that term in Condition 7(d) or Condition 7(e) (as applicable) shall be
deemed to be the same as the Relevant Number specified in the Pricing Supplement and where, in
the case of Compounded Daily SONIA, the Relevant Screen Page will be determined by the Issuer.
For the avoidance of doubt, if (i) (in the case of SONIA Compounded Index) a Benchmark Event
has occurred in respect of SONIA, the provisions of Condition 7(n) (Benchmark Replacement
(Independent Adviser)) shall apply, and (ii) (in the case of SOFR Compounded Index) a Benchmark
Transition Event and its related Benchmark Replacement Date has occurred in respect of SOFR,
the provisions of Condition 7(e)(e)(iv) shall apply.
(h) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of
Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shall in no event
be greater than the maximum or be less than the minimum so specified.
(i) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time
at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the
Interest Amount payable in respect of each Note for such Interest Period. The Interest Amount
will be calculated by applying the Rate of Interest for such Interest Period to the Calculation
Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure
to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and
multiplying such rounded figure by a fraction equal to the Specified Denomination of the relevant
Note divided by the Calculation Amount. For this purpose a "sub-unit" means, in the case of any
currency other than euro, the lowest amount of such currency that is available as legal tender in the
country of such currency and, in the case of euro, means one cent.
(j) Calculation of other amounts: If the relevant Pricing Supplement specifies that any other amount
is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after
the time or times at which any such amount is to be determined, calculate the relevant amount. The
relevant amount will be calculated by the Calculation Agent in the manner specified in the relevant
Pricing Supplement.
(k) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount
determined by it, together with the relevant Interest Payment Date, and any other amount(s)
required to be determined by it together with any relevant payment date(s) to be notified to the
Issuer, the Paying Agents and each competent authority, stock exchange and/or quotation system
(if any) by which the Notes have then been admitted to listing, trading and/or quotation as soon as
practicable after such determination. Notice thereof shall also promptly be given to the
Noteholders in accordance with Condition 18 (Notices). The Calculation Agent will be entitled to
recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the
event of an extension or shortening of the relevant Interest Period. If the Calculation Amount is
less than the minimum Specified Denomination the Calculation Agent shall not be obliged to
publish each Interest Amount but instead may publish only the Calculation Amount and the Interest
Amount in respect of a Note having the minimum Specified Denomination.
(l) Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations
and decisions given, expressed, made or obtained for the purposes of this Condition by the
Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying
Agents, the Noteholders and (subject as aforesaid) no liability to any such Person will attach to the
Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and
discretions for such purposes.
(m) Determination of Rate of Interest following acceleration: If (i) the Notes become due and payable
in accordance with Condition 12 (Events of Default) and (ii) the Rate of Interest for the Interest
Period during which the Notes become due and payable is to be determined by reference to any of
Conditions 7(d) (Interest – Floating Rate Notes referencing SONIA (Screen Rate Determination)),
7(e) (Interest – Floating Rate Notes referencing SOFR (Screen Rate Determination)), 7(f) (Interest
– Floating Rate Notes referencing €STR (Screen Rate Determination)) and 7(g) (Interest – SONIA
Compounded Index and SOFR Compounded Index (Screen Rate Determination)), then the final
Interest Determination Date shall be the date on which the Notes become so due and payable, and
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such Rate of Interest shall continue to apply to the Notes for so long as interest continues to accrue
thereon as provided in the Conditions.
(n) Benchmark Replacement (Independent Adviser)
Other than in the case of a U.S. dollar-denominated floating rate Note for which the Reference
Rate is specified in the relevant Pricing Supplement as being "SOFR" or "SOFR Compounded
Index", if a Benchmark Event occurs in relation to the Reference Rate when the Rate of Interest
(or any component part thereof) for any Interest Period remains to be determined by reference to
such Reference Rate, then the Issuer shall use its reasonable endeavours to appoint an Independent
Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an
Alternative Rate (in accordance with Condition 7(n)(i)) and, in either case, an Adjustment Spread,
if any (in accordance with Condition 7(n)(ii)) and any Benchmark Amendments (in accordance
with Condition 7(n)(iii)).
In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to
the Issuer, the Fiscal Agent, Agents or the Noteholders for any determination made by it pursuant
to this Condition 7(n)) and the Fiscal Agent will not be liable for any loss, liability, cost, charge or
expense which may arise as a result thereof
(i) If the Independent Adviser determines in its discretion that:
(A) there is a Successor Rate, then such Successor Rate shall (subject to adjustment
as provided in Condition 7(n)(i) subsequently be used in place of the Reference
Rate to determine the Rate of Interest (or the relevant component part(s) thereof)
for the relevant Interest Period and all following Interest Periods, subject to the
subsequent operation of this Condition 7(n) in the event of a further Benchmark
Event affecting the Successor Rate; or
(B) there is no Successor Rate but that there is an Alternative Rate, then such
Alternative Rate shall (subject to adjustment as provided in Condition 7(n)(i))
subsequently be used in place of the Reference Rate to determine the Rate of
Interest (or the relevant component part(s) thereof) for the relevant Interest Period
and all following Interest Periods, subject to the subsequent operation of this
Condition 7(n) in the event of a further Benchmark Event affecting the Alternative
Rate.
(ii) If the Independent Adviser determines in its discretion (A) that an Adjustment Spread is
required to be applied to the Successor Rate or the Alternative Rate (as the case may be)
and (B) the quantum of, or a formula or methodology for determining, such Adjustment
Spread, then such Adjustment Spread shall apply to the Successor Rate or the Alternative
Rate (as the case may be).
(iii) If any relevant Successor Rate, Alternative Rate or Adjustment Spread is determined in
accordance with this Condition 7(n) and the Independent Adviser determines in its
discretion (i) that amendments to these Conditions and/or the Agency Agreement, as are
necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or
Adjustment Spread (such amendments, the "Benchmark Amendments") and (ii) the
terms of the Benchmark Amendments, then the Issuer shall subject to giving notice thereof
in accordance with Condition 7(n)(iv), without any requirement for the consent or
approval of relevant Noteholders, vary these Conditions and/or the Agency Agreement to
give effect to such Benchmark Amendments with effect from the date specified in such
notice (and for the avoidance of doubt, the Fiscal Agent shall, at the direction and expense
of the Issuer, consent to and effect such consequential amendments to the Fiscal Agency
Agreement and these Conditions as the Fiscal Agent may be required in order to give
effect to this Condition 7(n)).
(iv) If (A) the Issuer is unable to appoint an Independent Adviser or (B) the Independent
Adviser appointed by it fails to determine a Successor Rate or, failing which, an
Alternative Rate in accordance with this Condition 7(n) prior to the relevant Interest
Determination Date, the Reference Rate applicable to the relevant Interest Period shall be
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the Reference Rate applicable as at the last preceding Interest Determination Date. If there
has not been a first Interest Payment Date, the Reference Rate shall be the Reference Rate
that would have been applicable to the Notes for the first Interest Period had the Notes
been in issue for a period equal in duration to the scheduled first Interest Period but ending
on (and excluding) the Interest Commencement Date. For the avoidance of doubt, any
adjustment pursuant to this Condition 7(n)(iv), shall apply to the relevant Interest Period
only. Any subsequent Interest Period may be subject to the subsequent operation of this
Condition 7(n) (Benchmark Replacement (Independent Adviser) ).
(v) Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any
Benchmark Amendments, determined under this Condition 7(n) will be notified promptly
by the Issuer to the Fiscal Agent, the Calculation Agent, the Paying Agents and, in
accordance with Condition 18 (Notices), the Noteholders (and in any case, no later than 5
Business Days prior to the relevant Interest Determination Date relating the next
succeeding Interest Period). Such notice shall be irrevocable and shall specify the
effective date of the Benchmark Amendments, if any.
(vi) No later than notifying the Fiscal Agent of the same, the Issuer shall deliver to the Fiscal
Agent a certificate signed by two authorised signatories of the Issuer:
(A) confirming (x) that a Benchmark Event has occurred, (y) the relevant Successor
Rate, or, as the case may be, the relevant Alternative Rate and, (z) where
applicable, any relevant Adjustment Spread and/or the specific terms of any
relevant Benchmark Amendments, in each case as determined in accordance with
the provisions of this Condition 7(n); and
(B) certifying that (1) the relevant Benchmark Amendments are necessary to ensure
the proper operation of such relevant Successor Rate, Alternative Rate and/or
Adjustment Spread and (2) the intent of the drafting of such changes is solely to
implement the relevant Benchmark Amendments.
The Fiscal Agent and the Agents shall be entitled to rely on such certificate (without
further enquiry and without liability to any person) as sufficient evidence thereof.
(vii) The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the
Benchmark Amendments (if any) specified in such certificate will (in the absence of
manifest error or bad faith in the determination of such Successor Rate or Alternative Rate
and such Adjustment Spread (if any) and such Benchmark Amendments (if any)) be
binding on the Issuer, Fiscal Agent, the Calculation Agent, the Paying Agents and the
Noteholders.
(viii) As used in this Condition 7(n):
"Adjustment Spread" means either a spread (which may be positive or negative), or the
formula or methodology for calculating a spread, in either case, which the Independent
Adviser determines is required to be applied to the relevant Successor Rate or the relevant
Alternative Rate (as the case may be) and is the spread, formula or methodology which:
(A) in the case of a Successor Rate, is formally recommended, or formally provided
as an option for parties to adopt, in relation to the replacement of the Reference
Rate with the Successor Rate by any Relevant Nominating Body; or
(B) (if no such recommendation has been made, or in the case of an Alternative Rate),
the Independent Adviser, determines is customarily applied to the relevant
Successor Rate or Alternative Rate (as the case may be) in international debt
capital markets transactions to produce an industry-accepted replacement rate for
the Reference Rate; or
(C) (if no such determination has been made) the Independent Adviser determines, is
recognised or acknowledged as being the industry standard for over-the-counter
derivative transactions which reference the Reference Rate, where such rate has
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been replaced by the Successor Rate or the Alternative Rate (as the case may be);
or
(D) (if the Independent Adviser determines that no such industry standard is
recognised or acknowledged) the Independent Adviser determines to be
appropriate to reduce or eliminate, to the extent reasonably practicable in the
circumstances, any economic prejudice or benefit (as the case may be) to
Noteholders as a result of the replacement of the Reference Rate with the
Successor Rate or the Alternative Rate (as the case may be).
"Alternative Rate" means an alternative benchmark or screen rate which the Independent
Adviser determines in accordance with this Condition 7(n) is customary in market usage
in the international debt capital markets for the purposes of determining floating rates of
interest (or the relevant component part thereof) for a commensurate period and in the
Specified Currency;
"Benchmark Amendments" has the meaning given to it in Condition 7(n)(iii);
"Benchmark Event" means:
(A) the relevant Reference Rate has ceased to be published on the Relevant Screen
Page as a result of such benchmark ceasing to be calculated or administered; or
(B) a public statement by the administrator of the relevant Reference Rate that (in
circumstances where no successor administrator has been or will be appointed
that will continue publication of such Reference Rate) it has ceased publishing
such Reference Rate permanently or indefinitely or that it will cease to do so by
a specified future date; or
(C) a public statement by the supervisor of the administrator of the relevant Reference
Rate that such Reference Rate has been or will, by a specified future date, be
permanently or indefinitely discontinued; or
(D) a public statement by the supervisor of the administrator of the relevant Reference
Rate that means that such Reference Rate will, by a specified future date, be
prohibited from being used or that its use will be subject to restrictions or adverse
consequences, either generally or in respect of the Notes; or
(E) a public statement by the supervisor of the administrator of the relevant Reference
Rate (as applicable) that, in the view of such supervisor, (i) such Reference Rate
is or will, by a specified future date, be no longer representative of an underlying
market or (ii) the methodology to calculate such Reference Rate has materially
changed; or
(F) it has or will, by a specified date within the following six months, become
unlawful for the Calculation Agent to calculate any payments due to be made to
any Noteholder using the relevant Reference Rate (as applicable) (including,
without limitation, under the Benchmarks Regulation (EU) 2016/1011, if
applicable).
Notwithstanding the sub-paragraphs above, where the relevant Benchmark Event is a
public statement within sub-paragraphs (B), (C), (D), or (E) above and the Specified
Future Date in the public statement is more than six months after the date of that public
statement, the Benchmark Event shall not be deemed to occur until the date falling six
months prior to such Specified Future Date.
"Independent Adviser" means an independent financial institution of international repute
or other independent financial adviser experienced in the international capital markets, in
each case appointed by the Issuer at its own expense;
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"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as
applicable):
(A) the central bank for the currency to which the benchmark or screen rate (as
applicable) relates, or any central bank or other supervisory authority which is
responsible for supervising the administrator of the benchmark or screen rate (as
applicable); or
(B) any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency to which the
benchmark or screen rate (as applicable) relates, (b) any central bank or other
supervisory authority which is responsible for supervising the administrator of the
benchmark or screen rate (as applicable), (c) a group of the aforementioned
central banks or other supervisory authorities or (d) the Financial Stability Board
or any part thereof; and
"Successor Rate" means a successor to or replacement of the Reference Rate which is
formally recommended by any Relevant Nominating Body.
8. Zero Coupon Note Provisions
(a) Application: This Condition 8 is applicable to the Notes only if the Zero Coupon Note Provisions
are specified in the relevant Pricing Supplement as being applicable.
(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero
Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an
amount equal to the sum of:
(i) the Reference Price; and
(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference
Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date
to (but excluding) whichever is the earlier of (i) the day on which all sums due in respect
of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii)
the day which is seven days after the Fiscal Agent has notified the Noteholders that it has
received all sums due in respect of the Notes up to such seventh day (except to the extent
that there is any subsequent default in payment).
9. Redemption and Purchase
(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will
be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in
Condition 10 (Payments).
(b) Redemption at the option of the Issuer: If Issuer Call Option is specified in the relevant Pricing
Supplement as being applicable, the Notes may be redeemed at the option of the Issuer in whole
or, if so specified in the relevant Pricing Supplement, in part on any Optional Redemption Date
(Call) on the Issuer's giving not less than 30 nor more than 60 days' notice to the Noteholders, or
such other period(s) as may be specified in the relevant Pricing Supplement (which notice shall be
irrevocable, but may (at the option of the Issuer) be conditional on one or more conditions
precedent being satisfied, or waived by the Issuer, and shall oblige the Issuer to redeem the Notes
or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption
Date (Call) at the applicable amount specified in the relevant Pricing Supplement (together, if
appropriate, with accrued interest to (but excluding) the relevant Optional Redemption Date (Call))
at one of:
(i) the Optional Redemption Amount (Call); or
(ii) the Make Whole Redemption Price.
The "Make Whole Redemption Price" will, in respect of Notes to be redeemed, be an amount
equal to the greater of (i) 100 per cent. of the principal amount of the Notes to be redeemed and
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(ii) the sum of the then present values (as determined by the Determination Agent) of the remaining
scheduled payments of principal and interest on the Notes to be redeemed (but not including any
portion of such payments of interest accrued to the Optional Redemption Date (Call), if any)
discounted to the Maturity Date or, if applicable, any earlier Par Redemption Date, at the sum of:
(x) the Reference Bond Rate plus (y) the Redemption Margin as determined by the Determination
Agent provided however that, in the case of either (i) or (ii) above, if a Par Redemption Date is
specified in the relevant Pricing Supplement and the Optional Redemption Date (Call) occurs on
or after the Par Redemption Date, the Make-Whole Redemption Price will be equal to 100 per cent
of the principal amount of the Notes.
(c) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with
Condition 9(b) (Redemption at the option of the Issuer),the Notes to be redeemed shall be selected
by the drawing of lots in such place as the Fiscal Agent approves and in such manner as the Fiscal
Agent considers appropriate, subject to compliance with applicable law, the rules of each
competent authority, stock exchange and/or quotation system (if any) by which the Notes have
then been admitted to listing, trading and/or quotation and the notice to Noteholders referred to in
Condition 9(b) (Redemption at the option of the Issuer) shall specify the serial numbers of the
Notes so to be redeemed and each Note shall be redeemed in part in the proportion which the
aggregate principal amount of the outstanding Notes to be redeemed on the relevant Optional
Redemption Date (Call) bears to the aggregate principal amount of outstanding Notes on such date.
If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the
relevant Pricing Supplement, then the Optional Redemption Amount (Call) shall in no event be
greater than the maximum or be less than the minimum so specified.
(d) Clean-up Call: If Clean-up Call Option is specified in the relevant Pricing Supplement as being
applicable, and if, at any time (other than as a direct result of a redemption of some, but not all, of
the Notes at the Make Whole Redemption Price at the Issuer's option pursuant to Condition 9(b)
(Redemption at the option of the Issuer)), the outstanding aggregate principal amount of the Notes
is 20 per cent. (or such other amount as is specified in the relevant Pricing Supplement) or less of
the aggregate principal amount of the Notes originally issued (and, for these purposes, any further
Notes issued pursuant to Condition 19 (Further Issues) and consolidated with the Notes as part of
the same Series shall be deemed to have been originally issued) (the "Clean-up Call Threshold"),
the Issuer may redeem all (but not some only) of the remaining outstanding Notes on any date (or,
if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being
applicable, on any Interest Payment Date) upon giving not less than 15 nor more than 30 days'
notice to the Noteholders (or such other notice period as may be specified in the applicable Pricing
Supplement) (which notice shall specify the date for redemption and shall be irrevocable), at the
Optional Redemption Amount (Clean-up Call) together with any accrued and unpaid interest up to
(but excluding) the date of redemption. Prior to the publication of any notice of redemption
pursuant to this Condition 9(d), the Issuer shall deliver to the Fiscal Agent and the Noteholders a
certificate signed by two authorised signatories of the Issuer stating that the Issuer is entitled to
effect such redemption and setting forth a statement of facts showing that the outstanding aggregate
principal amount of the Notes is equal to or less than the Clean-up Call Threshold.
(e) Redemption at the option of Noteholders: If the Put Option is specified in the relevant Pricing
Supplement as being applicable, the Issuer shall, at the option of the Holder of any Note redeem
such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at
the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to such date.
In order to exercise the option contained in this Condition 9(e), the Holder of a Note must, not less
than 30 nor more than 60 days before the relevant Optional Redemption Date (Put) (or such other
period(s) as may be specified in the relevant Pricing Supplement), deposit with any Paying Agent
such Note together with a duly completed Put Option Notice in the form obtainable from any
Paying Agent. The Paying Agent with which a Note is so deposited shall deliver a duly completed
Put Option Receipt to the depositing Noteholder. No Note, once deposited with a duly completed
Put Option Notice in accordance with this Condition 9(e), may be withdrawn; provided, however,
that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately
due and payable or, upon due presentation of any such Note on the relevant Optional Redemption
Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant
Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may
have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at
its Specified Office for collection by the depositing Noteholder against surrender of the relevant
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Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance
with this Condition 9(e), the depositor of such Note and not such Paying Agent shall be deemed to
be the Holder of such Note for all purposes.
(f) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Pricing
Supplement, the Redemption Amount payable on redemption of a Zero Coupon Note at any time
before the Maturity Date shall be an amount equal to the sum of:
(i) the Reference Price; and
(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference
Price from (and including) the Issue Date to (but excluding) the date fixed for redemption
or (as the case may be) the date upon which the Note becomes due and payable.
(g) Where such calculation is to be made for a period which is not a whole number of years, the
calculation in respect of the period of less than a full year shall be made on the basis of such Day
Count Fraction as may be specified in the Pricing Supplement for the purposes of this Condition
9(f) or, if none is so specified, a Day Count Fraction of 30E/360.
(h) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as
provided in Conditions 9(a) to 9(d)) above.
(i) Purchase: The Issuer may at any time purchase Notes in the open market or otherwise at any price
and such Notes may be held, resold or, at the option of the Issuer, surrendered to any Paying Agent
for cancellation.
(j) Cancellation: All Notes redeemed shall be cancelled and all Notes so cancelled and any Notes
cancelled pursuant to Condition 9(i) (Purchase) above may not be reissued or resold.
10. Payments
(a) Principal: Payments of principal shall be made by cheque drawn in the currency in which the
payment is due drawn on, or, upon application by a Holder of a Note to the Specified Office of the
Fiscal Agent not later than the fifteenth day before the due date for any such payment, by transfer
to an account denominated in that currency (or, if that currency is euro, any other account to which
euro may be credited or transferred) and maintained by the payee with, a bank in the Principal
Financial Centre of that currency (in the case of a sterling cheque, a town clearing branch of a bank
in the City of London) and (in the case of redemption) upon surrender (or, in the case of part
payment only, endorsement) of the relevant Note Certificates at the Specified Office of any Paying
Agent.
(b) Interest: Payments of interest shall be made by cheque drawn in the currency in which the payment
is due drawn on, or, upon application by a Holder of a Note to the Specified Office of the Fiscal
Agent not later than the fifteenth day before the due date for any such payment, by transfer to an
account denominated in that currency (or, if that currency is euro, any other account to which euro
may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial
Centre of that currency (in the case of a sterling cheque, a town clearing branch of a bank in the
City of London) and (in the case of interest payable on redemption) upon surrender (or, in the case
of part payment only, endorsement) of the relevant Note Certificates at the Specified Office of any
Paying Agent.
(c) Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to
any applicable fiscal or other laws and regulations in the place of payment, but without prejudice
to the provisions of Condition 11 (Taxation).
(d) Commissions or Expenses: No commissions or expenses shall be charged to the Noteholders in
respect of such payments.
(e) Payments on business days: Where payment is to be made by transfer to an account, payment
instructions (for value the due date, or, if the due date is not Payment Business Day, for value the
next succeeding Payment Business Day) will be initiated and, where payment is to be made by
cheque, the cheque will be mailed (i) (in the case of payments of principal and interest payable on
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redemption) on the later of the due date for payment and the day on which the relevant Note
Certificate is surrendered (or, in the case of part payment only, endorsed) at the Specified Office
of a Paying Agent and (ii) (in the case of payments of interest payable other than on redemption)
on the due date for payment. A Holder of a Note shall not be entitled to any interest or other
payment in respect of any delay in payment resulting from (A) the due date for a payment not being
a Payment Business Day or (B) a cheque mailed in accordance with this Condition 10 arriving after
the due date for payment or being lost in the mail.
(f) Partial payments: If a Paying Agent makes a partial payment in respect of any Note, the Issuer
shall procure that the amount and date of such payment are noted on the Register and, in the case
of partial payment upon presentation of a Note Certificate, that a statement indicating the amount
and the date of such payment is endorsed on the relevant Note Certificate.
(g) Record date: Each payment in respect of a Note will be made to the person shown as the Holder
in the Register at the opening of business in the place of the Registrar's Specified Office on the
fifteenth day before the due date for such payment (the "Record Date"). Where payment is to be
made by cheque, the cheque will be mailed to the address shown as the address of the Holder in
the Register at the opening of business on the relevant Record Date.
11. Taxation
All payments of principal and interest in respect of the Notes by or on behalf of the Issuer shall be
made free and clear of, and without withholding or deduction for or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of the Republic of Estonia or any political
subdivision thereof or any authority therein or thereof having power to tax, unless the withholding
or deduction of such taxes, duties, assessments, or governmental charges is required by law. In
that event, the Issuer shall pay such additional amounts as will result in receipt by the Noteholders
after such withholding or deduction of such amounts as would have been received by them had no
such withholding or deduction been required, except that no such additional amounts shall be
payable in respect of any Note:
(i) held by or on behalf of a Holder which is liable to such taxes, duties, assessments or
governmental charges in respect of such Note by reason of its having some connection
with the Republic of Estonia other than the mere holding of the Note; or
(ii) where (in the case of a payment of principal or interest on redemption) the relevant Note
Certificate is presented or surrendered for payment more than 30 days after the Relevant
Date except to the extent that the Holder of such Note would have been entitled to such
additional amounts on presenting or surrendering such Note Certificate for payment on
the last day of such period of 30 days.
Any reference in these Conditions to principal or interest shall be deemed to include any additional
amounts in respect of principal or interest (as the case may be) which may be payable under this
Condition 11 (Taxation).
12. Events of Default
If any of the following events occurs and is continuing:
(i) Non-payment: Any default in the payment of the principal or any interest due in respect
of the Notes and the default of the payment of interest continues for a period of 30 days;
or
(ii) Breach of other obligations: The Issuer fails to perform or observe any of its other
obligations under these Conditions and (except in any case where the failure is incapable
of remedy when no continuation or notice as is hereinafter mentioned will be required) the
failure continues for the period of 60 days next following the service by any Noteholder
to the Fiscal Agent or the Issuer of notice requiring the same to be remedied; or
(iii) Cross-acceleration: Any other loan or debt in the form of Relevant Indebtedness of the
Issuer having an aggregate principal amount of at least EUR 120,000,000 (or its equivalent
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in any other currency or currencies) shall become due and payable prior to the stated
maturity thereof following a default or any security therefor becomes enforceable or the
Issuer fails to make repayment of any loan or debt in the form of Relevant Indebtedness
at the maturity thereof or at the expiration of any grace period applicable thereto or any
Guarantee of any loan, debt in the form of Relevant Indebtedness or other moneys having
an aggregate principal amount of at least EUR 120,000,000 (or its equivalent in any other
currency or currencies) given by the Issuer shall not be honoured when due and validly
called upon,
then the Holders of at least 25 per cent. in aggregate principal amount of the outstanding Notes
may, by notice in writing to the Issuer (with a copy to the Fiscal Agent), declare all the Notes to
be immediately due and payable, whereupon they shall become immediately due and payable at
their principal amount together with accrued interest without further action or formality. Notice of
any such declaration shall promptly be given to all other Noteholders by the Issuer.
If the Issuer receives notice in writing from Holders of at least 50 per cent. in aggregate principal
amount of the outstanding Notes to the effect that the Event of Default or Events of Default giving
rise to any above mentioned declaration of acceleration is or are cured following any such
declaration and that such Holders wish the relevant declaration to be withdrawn, the Issuer shall
give notice thereof to the Noteholders (with a copy to the Fiscal Agent), whereupon the relevant
declaration shall be withdrawn and shall have no further effect. No such withdrawal shall affect
any other or any subsequent Event of Default or any right of any Noteholder in relation thereto.
13. Prescription
Claims for principal or interest on redemption shall become void unless the relevant Note
Certificates are surrendered for payment within ten years of the appropriate Relevant Date.
14. Replacement of Notes
If any Note Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the
Specified Office of the Registrar (and, if the Notes are then admitted to listing, trading and/or
quotation by any, stock exchange and/or quotation system which requires the appointment of a
Paying Agent or Transfer Agent in any particular place, the Paying Agent or Transfer Agent having
its Specified Office in the place required by such competent authority, stock exchange and/or
quotation system), subject to all applicable laws and competent authority, stock exchange and/or
quotation system requirements, upon payment by the claimant of the expenses incurred in
connection with such replacement and on such terms as to evidence, security, indemnity and
otherwise as the Issuer may reasonably require. Mutilated or defaced Note Certificates must be
surrendered before replacements will be issued.
15. Agents
In acting under the Agency Agreement and in connection with the Notes the Agents act solely as
agents of the Issuer and do not assume any obligations towards or relationship of agency or trust
for or with any of the Noteholders.
The initial Agents and their initial Specified Offices are listed below. The initial Calculation Agent
(if any) is specified in the relevant Pricing Supplement. The Issuer reserves the right at any time
to vary or terminate the appointment of any Agent and to appoint a successor fiscal agent or
registrar or Calculation Agent and additional or successor paying agents; provided, however,
that:
(a) the Issuer shall at all times maintain a fiscal agent and a registrar; and
(b) if a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer shall at
all times maintain a Calculation Agent; and
(c) if and for so long as the Notes are admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system which requires the
appointment of a Paying Agent and/or a Transfer Agent in any particular place, the Issuer
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shall maintain a Paying Agent and/or a Transfer Agent having its Specified Office in the
place required by such competent authority, stock exchange and/or quotation system.
Notice of any change in any of the Agents or in their Specified Offices shall promptly be given to
the Noteholders.
16. Meetings of Noteholders and Modification
16A. 2012 Collective Action Clause
The provisions of this Condition 16A will apply if "2012 CAC" is specified in the applicable
Pricing Supplement:
(a) General
The Agency Agreement contains provisions for convening meetings of Noteholders of a
Series to consider matters relating to the Notes of such Series, including the modification
of any provision of these Conditions or the provisions of the Agency Agreement. A
meeting of Noteholders may be held electronically in accordance with the procedures set
out in the Agency Agreement. The following is a summary of selected provisions
contained in the Agency Agreement.
For the purposes of this Condition 16A:
"Cross-Series Modification" means a modification involving (i) the Notes of any Series
or any agreement governing the issuance or administration of the Notes of any Series
(including the Agency Agreement and/or the Deed of Covenant), and (ii) the Debt
Securities of one or more other series or any agreement governing the issuance or
administration of such other Debt Securities;
"Debt Securities" means the Notes of any Series and any other bills, bonds, debentures,
notes or other debt securities issued directly or indirectly, or guaranteed, by the Issuer in
one or more series with an original stated maturity of more than one year, and includes
any such obligation, irrespective of its original stated maturity, that formerly constituted a
component part of a Debt Security;
"holder", in relation to a Note of any Series, means the person in whose name the Note of
such Series is registered in the books and records of the Issuer and/or the Registrar;
"Modification", in relation to the Notes of any Series, means any modification,
amendment, supplement or waiver of the Conditions of the Notes of such Series or any
agreement governing the issuance or administration of the Notes of such Series (including
the Agency Agreement and/or the Deed of Covenant), and has the same meaning in
relation to the Debt Securities of any other series, save that any of the foregoing references
to the Notes of any Series or any agreement governing the issuance or administration of
the Notes of such Series shall be read as references to such other Debt Securities or any
agreement governing the issuance or administration of such other Debt Securities;
"outstanding", in relation to any Note of a Series, means a Note of such Series that is
outstanding within the meaning of Condition 16A(j) below and the Agency Agreement
and, in relation to the Debt Securities of any other series, will be determined in accordance
with Condition 16A(l) below and the applicable terms and conditions of that Debt
Security;
"Reserved Matter", in relation to the Notes of any Series, means any modification of the
terms and conditions of the Notes of such Series or of any agreement governing the
issuance or administration of the Notes of such Series (including the Agency Agreement
and/or the Deed of Covenant) that would:
(a) change the date on which any amount is payable on the Notes of such Series;
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(b) reduce any amount, including any overdue amount, payable on the Notes of such
Series;
(c) change the method used to calculate any amount payable on the Notes of such
Series;
(d) reduce the redemption price for the Notes of such Series or change any date on
which the Notes of such Series may be redeemed;
(e) change the currency or place of payment of any amount payable on the Notes of
such Series;
(f) impose any condition on or otherwise modify the Issuer's obligation to make
payments on the Notes of such Series;
(g) change any payment-related circumstance under which the Notes of such Series
may be declared due and payable prior to their stated maturity;
(h) change the seniority or ranking of the Notes of such Series;
(i) change the law governing the Notes of such Series;
(j) change any court to whose jurisdiction the Issuer has submitted or any immunity
waived by the Issuer in relation to any proceedings arising out of or in
connection with the Notes of such Series;
(k) change the principal amount of outstanding Notes of such Series or, in the case
of a Cross-Series Modification, the principal amount of Debt Securities of any
other series required to approve a proposed modification in relation to the Notes
of such Series, the principal amount of outstanding Notes of such Series required
for a quorum to be present, or the rules for determining whether a Note of such
Series is outstanding for these purposes; or
(l) change the definition of a Reserved Matter,
and has the same meaning in relation to the Debt Securities of any other Series save that
any of the foregoing references to the Notes or any agreement governing the issuance or
administration of the Notes (including the Agency Agreement and/or the Deed of
Covenant) shall be read as references to such other Debt Securities or any agreement
governing the issuance or administration of such other Debt Securities; and
"Series" means, for the purposes of this Condition 16(A), a tranche of Debt Securities,
together with any further tranche or tranches of Debt Securities that, in relation to each
other and to the original tranche of Debt Securities, are (i) identical in all respects except
for their date of issuance or first payment date, and (ii) expressed to be consolidated and
form a single series, and includes the Notes of any Series and any further issuance of Notes
of such Series.
(b) Convening Meetings of Noteholders
A meeting of Noteholders of a Series:
(i) may be convened by the Issuer at any time; and
(ii) will be convened by the Issuer if an Event of Default in relation to the Notes of
such Series has occurred and is continuing and a meeting is requested in writing
by the holders of not less than 10 per cent. of the aggregate principal amount of
the Notes of such Series then outstanding.
Any such meeting may be conducted by electronic means or by other means customary at
the time, and may not necessarily require two or more persons to be physically present in
the same location.
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(c) Quorum
(i) The quorum at any meeting at which Noteholders of any Series will vote on a
proposed Modification to, or a proposed Modification of:
(a) a Reserved Matter will be one or more persons present or represented at
the meeting and holding not less than 66 2/3 per cent. of the aggregate
principal amount of the Notes of such Series then outstanding; and
(b) a matter other than a Reserved Matter will be one or more persons present
or represented at the meeting and holding not less than 50 per cent. of the
aggregate principal amount of the Notes of such Series then outstanding.
(i) Where a meeting is subject to a quorum pursuant sub-paragraph (i) above, if such
quorum is not present within thirty minutes of the time appointed for a meeting,
the meeting may be adjourned for a period of not more than 42 days and not less
than 14 days as determined by the appointed chair of the meeting. The quorum
for any adjourned meeting will be one or more persons present or represented at
the meeting and holding:
(a) not less than 66 2/3 per cent. of the aggregate principal amount of the
Notes of such Series then outstanding in the case of a proposed Reserved
Matter modification; and
(b) not less than 25 per cent. of the aggregate principal amount of the Notes
of such Series then outstanding in the case of a non-Reserved Matter
modification.
(d) Non-Reserved Matters
The terms and conditions of the Notes of a Series and any agreement governing the
issuance or administration of the Notes of a Series (including the Agency Agreement and
the Deed of Covenant) may be modified in relation to any matter other than a Reserved
Matter with the consent of the Issuer and:
(i) the affirmative vote of a holder or holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called and quorate meeting of Noteholders of such Series; or
(ii) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Notes of such Series.
(e) Reserved Matters
Except as provided by Condition 16A(f) below, the terms and conditions of the Notes of
a Series and any agreement governing the issuance or administration of the Notes of a
Series (including the Agency Agreement and/or the Deed of Covenant) may be modified
in relation to a Reserved Matter with the consent of the Issuer and:
(i) the affirmative vote of a holder or holders of not less than 75 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called and quorate meeting of Noteholders of such Series; or
(ii) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of not less than 66 2/3 per cent.
of the aggregate principal amount of the Notes of such Series then outstanding.
(f) Cross-Series Modifications
In the case of a Cross-Series Modification, the terms and conditions of the Notes of a
Series and Debt Securities of any other series, and any agreement governing the issuance
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or administration of the Notes of a Series (including the Agency Agreement and/or the
Deed of Covenant) or Debt Securities of such other series, may be modified in relation to
a Reserved Matter with the consent of the Issuer and:
(i) the affirmative vote of not less than 75 per cent. of the aggregate principal amount
of the outstanding Debt Securities represented at separate duly called and quorate
meetings of the holders of the Debt Securities of all the series (taken in the
aggregate) that would be affected by the proposal and/or proposed modification;
or
(ii) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of not less than 66 2/3 per cent. of the
aggregate principal amount of the outstanding Debt Securities of all the series
(taken in the aggregate) that would be affected by the proposal and/or proposed
modification; and
(iii) the affirmative vote of more than 66 2/3 per cent. of the aggregate principal
amount of the outstanding Debt Securities represented at separate duly called and
quorate meetings of the holders of each series of Debt Securities (taken
individually) that would be affected by the proposal and/or proposed modification;
or
(iv) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of more than 50 per cent. of the aggregate
principal amount of the then outstanding Debt Securities of each series (taken
individually) that would be affected by the proposal and/or proposed modification.
A separate meeting will be called and held, or a separate written resolution signed, or a
separate approval requested by way of an electronic consent, in relation to the proposed
modification of the Notes of a Series and the proposed modification of each other affected
series of Debt Securities.
(g) Proposed Cross-Series Modifications
A proposed Cross-Series Modification may include one or more proposed alternative
modifications of the terms and conditions of each affected series of Debt Securities or of
any agreement governing the issuance or administration of any affected series of Debt
Securities, provided that all such proposed alternative modifications are addressed to, and
may be accepted by, any holder of any Debt Security of any affected series.
(h) Partial Cross-Series Modification
If a proposed Cross-Series Modification is not approved in relation to a Reserved Matter
in accordance with Condition 16A(f) above, but would have been so approved if the
proposed modification had involved only the Notes of a Series and one or more, but less
than all, of the other series of Debt Securities affected by the proposed modification, that
Cross-Series Modification will be deemed to have been approved, notwithstanding
Condition 16A(f) above, in relation to the Notes of such Series and Debt Securities of each
other series whose modification would have been approved in accordance with Condition
16A(f) above if the proposed modification had involved only the Notes of such Series and
Debt Securities of such other series, provided that:
(i) prior to the Record Date for the proposed Cross-Series Modification, the Issuer
has publicly notified holders of the Notes of such Series and other affected Debt
Securities of the conditions under which the proposed Cross-Series Modification
will be deemed to have been approved if it is approved in the manner described
above in relation to the Notes of such Series and some but not all of the other
affected series of Debt Securities; and
(ii) those conditions are satisfied in connection with the proposed Cross-Series
Modification.
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(i) Written Resolutions
A "written resolution" is a resolution in writing signed by or on behalf of holders of the
requisite majority of the Notes of a Series and will be valid for all purposes as if it was a
resolution passed at a quorate meeting of Noteholders of such Series duly convened and
held in accordance with these provisions. A written resolution may be set out in one or
more documents in like form each signed by or on behalf of one or more Noteholders of
such Series.
(j) Binding Effect
A resolution duly passed at a quorate meeting of holders duly convened and held in
accordance with these provisions, and a written resolution duly signed by the requisite
majority of Noteholders of any Series, will be binding on all Noteholders of such Series,
whether or not the holder was present at the meeting, voted for or against the resolution or
signed the written resolution.
(k) Manifest Error, Technical Amendments, etc.
Notwithstanding anything to the contrary herein, the terms and conditions of the Notes of
a Series and any agreement governing the issuance or administration of the Notes of a
Series (including the Agency Agreement and/or the Deed of Covenant) may be modified
by the Issuer without the consent of Noteholders of such Series:
(i) to correct a manifest error or cure an ambiguity; or
(ii) if the modification is of a formal or technical nature or for the benefit of
Noteholders of such Series.
The Issuer will publish the details of any modification of the Notes of a Series made
pursuant to this Condition 16A(i) within ten days of the modification becoming legally
effective.
In addition, pursuant to Condition 7(f) (Interest – Floating Rate Notes reference SOFR)
and 7(n) (Benchmark Replacement (Independent Adviser)), certain changes may be made
to the interest calculation provisions of the Floating Rate Notes in the circumstances and
as otherwise set out in such Condition, without the requirement for consent of the
Noteholders.
(l) Outstanding Notes
In determining how many Notes are outstanding or whether holders of the requisite
principal amount of outstanding Notes of a Series have voted in favour of a proposed
modification or whether a quorum is present at any meeting of Noteholders of a Series
called to vote on a proposed modification, a Note of a Series will be deemed to be not
outstanding, and may not be voted for or against a proposed modification or counted in
determining whether a quorum is present, if, on the Record Date for the proposed
modification:
(i) the Note has previously been cancelled or delivered for cancellation or held for
reissuance but not reissued;
(ii) the Note has previously been called for redemption in accordance with its terms
or previously become due and payable at maturity or otherwise and the Issuer has
previously satisfied its obligation to make all payments due in respect of the Note
in accordance with its terms;
(iii) the Note has become void or claims in respect of the Note have become prescribed;
(iv) the Note is a Global Note Certificate which has been exchanged for an Individual
Note Certificate pursuant to its provisions; or
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(v) the Note is held by the Issuer, by a department, ministry or agency of the Issuer,
or by a corporation, trust or other legal entity that is controlled by the Issuer or a
department, ministry or agency of the Issuer and, in the case of a Note held by
any such above-mentioned corporation, trust or other legal entity, the holder of
the Note does not have autonomy of decision, where:
(a) the holder of a Note for these purposes is the entity legally entitled to
vote the Note for or against a proposed modification or, if different, the
entity whose consent or instruction is by contract required, directly or
indirectly, for the legally entitled holder to vote the Note for or against a
proposed modification;
(b) a corporation, trust or other legal entity is controlled by the Issuer or by
a department, ministry or agency of the Issuer if the Issuer or any
department, ministry or agency of the Issuer has the power, directly or
indirectly, through the ownership of voting securities or other ownership
interests, by contract or otherwise, to direct the management of, or elect
or appoint a majority of, the board of directors or other persons
performing similar functions in lieu of, or in addition to, the board of
directors of that legal entity; and
(c) the holder of a Note has autonomy of decision if, under applicable law,
rules or regulations and independent of any direct or indirect obligation
the holder may have in relation to the Issuer:
(1) the holder may not, directly or indirectly, take instruction from
the Issuer on how to vote on a proposed modification; or
(2) the holder, in determining how to vote on a proposed
modification, is required to act in accordance with an objective
prudential standard, in the interest of all of its stakeholders or in
the holder's own interest; or
(3) the holder owes a fiduciary or similar duty to vote on a proposed
modification in the interest of one or more persons other than a
person whose holdings of Notes (if that person then held any
Notes) would be deemed to be not outstanding under this
Condition 16A(l).
(m) Outstanding Debt Securities
In determining whether holders of the requisite principal amount of outstanding Debt
Securities of another series have voted in favour of a proposed Cross-Series Modification
or whether a quorum is present at any meeting of the holders of such Debt Securities called
to vote on a proposed Cross-Series Modification, an affected Debt Security will be deemed
to be not outstanding, and may not be voted for or against a proposed Cross-Series
Modification or counted in determining whether a quorum is present, in accordance with
the applicable terms and conditions of that Debt Security.
16B 2022 Collective Action Clause
The provisions of this Condition 16B will apply if "2022 CAC" is specified in the applicable
Pricing Supplement:
(a) General
The Agency Agreement contains provisions for convening meetings of Noteholders of a
Series to consider matters relating to the Notes of such Series, including the modification
of any provision of these Conditions or the provisions of the Agency Agreement. A
meeting of Noteholders may be held electronically in accordance with the procedures set
out in the Agency Agreement. The following is a summary of selected provisions
contained in the Agency Agreement.
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For the purposes of this Condition 16B:
"Cross-Series Modification" means a modification involving (i) the Notes of any Series
or any agreement governing the issuance or administration of the Notes of any Series
(including the Agency Agreement and/or the Deed of Covenant), and (ii) the Debt
Securities of one or more other series or any agreement governing the issuance or
administration of such other Debt Securities;
"Debt Securities" means the Notes of any Series and any other bills, bonds, debentures,
notes or other debt securities issued directly or indirectly, or guaranteed, by the Issuer in
one or more series with an original stated maturity of more than one year, and includes
any such obligation, irrespective of its original stated maturity, that formerly constituted a
component part of a Debt Security;
"holder", in relation to a Note of any Series, means the person in whose name the Note of
such Series is registered in the books and records of the Issuer and/or the Registrar;
"Modification", in relation to the Notes of any Series, means (i) any modification,
amendment, supplement or waiver of the Conditions of the Notes of such Series, (ii) any
conversion, exchange or substitution of the Notes of such Series or (iii) any modification,
amendment, supplement, waiver or substitution of any agreement governing the issuance
or administration of the Notes of such Series (including the Agency Agreement and/or the
Deed of Covenant), and has the same meaning in relation to the Debt Securities of any
other series, save that any of the foregoing references to the Notes of any Series or any
agreement governing the issuance or administration of the Notes of such Series shall be
read as references to such other Debt Securities or any agreement governing the issuance
or administration of such other Debt Securities;
"outstanding", in relation to any Note of a Series, means a Note of such Series that is
outstanding within the meaning of the Condition 16B(u) below and the Agency Agreement
and, in relation to the Debt Securities of any other series, will be determined in accordance
with Condition 16B(v) below and the applicable terms and conditions of that Debt
Security;
"Relevant Series" means, in relation to a proposed Cross-Series Modification, all those
Series of Debt Securities, either specified in the relevant notice for convening a meeting
or specified in connection with the associated draft written resolution or specified in the
relevant notice given in connection with any proposal to be passed as an electronic
consent, which are to be aggregated for voting purposes in connection with that proposed
Cross-Series Modification;
"Reserved Matter", in relation to the Notes of any Series, means any modification of the
terms and conditions of the Notes of such Series or of any agreement governing the
issuance or administration of the Notes of such Series (including the Agency Agreement
and/or the Deed of Covenant) that would:
(a) change the date on which any amount is payable on the Notes of such Series;
(b) reduce any amount, including any overdue amount, payable on the Notes of such
Series;
(c) change the method used to calculate any amount payable on the Notes of such
Series;
(d) reduce the redemption price for the Notes of such Series or change any date on
which the Notes of such Series may be redeemed;
(e) change the place of payment of any amount payable on the Notes of such Series;
(f) change the currency of any amount payable on the Notes of such Series or
impose any condition on or otherwise modify the Issuer's obligation to make
payments on the Notes of such Series;
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(g) change any payment-related circumstance under which the Notes of such Series
may be declared due and payable prior to their stated maturity;
(h) change the seniority or ranking of the Notes of such Series;
(i) change the law governing the Notes of such Series;
(j) change any court to whose jurisdiction the Issuer has submitted or any immunity
waived by the Issuer in relation to any proceedings arising out of or in
connection with the Notes of such Series;
(k) change the principal amount of outstanding Notes of such Series or, in the case
of a Cross-Series Modification, the principal amount of Debt Securities of any
other series required to approve a proposed modification in relation to the Notes
of such Series, the principal amount of outstanding Notes of such Series required
for a quorum to be present, or the rules for determining whether a Note of such
Series is outstanding for these purposes; or
(l) change the definition of a "Reserved Matter", a "Cross-Series Modification",
"Uniformly Applicable" or a "Relevant Series",
and has the same meaning in relation to the Debt Securities of any other Series save that
any of the foregoing references to the Notes or any agreement governing the issuance or
administration of the Notes (including the Agency Agreement and/or the Deed of
Covenant) shall be read as references to such other Debt Securities or any agreement
governing the issuance or administration of such other Debt Securities;
"Series" means, for the purposes of this Condition 16B , a tranche of Debt Securities,
together with any further tranche or tranches of Debt Securities that, in relation to each
other and to the original tranche of Debt Securities, are (i) identical in all respects except
for their date of issuance or first payment date, and (ii) expressed to be consolidated and
form a single series, and includes the Notes of any Series and any further issuance of Notes
of such Series; and
"Uniformly Applicable" means a modification by which holders of Debt Securities of all
Relevant Series are invited to:
(a) exchange, convert or substitute their Debt Securities or amend the terms and
conditions of their Debt Securities on a basis which would have the effect of
reducing the principal amount outstanding by the same proportion under all
Relevant Series;
(b) exchange, convert or substitute their debt securities or amend the terms and
conditions of their Debt Securities on a basis which would have the effect of
extending the respective date on which principal amounts are payable under all
Relevant Series by either the same period or by the same proportion;
(c) exchange, convert or substitute their Debt Securities on the same terms for (x)
the same new instrument or other consideration or (y) a new instrument, new
instruments or other consideration from an identical menu of instruments or
other consideration;
(d) amend the terms and conditions of their Debt Securities such that each Relevant
Series is amended on a basis which would, following implementation of such
amendments, result in the amended Debt Securities having identical provisions
(other than provisions which are necessarily different having regard to different
currency of issuance);
(e) in relation to the following Reserved Matters only, namely the Reserved Matters
set out in any of the sub-paragraphs (e), (g), (h), (i), (j), (k) and (l) of the
definition of "Reserved Matter", amend the same term or terms in the terms and
conditions of their Debt Securities such that each Relevant Series is amended on
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a basis which would, following implementation of such amendments, result in
the amended Debt Securities being the subject of an identical amendment; or
(f) amend the terms and conditions of their Debt Securities such that each Relevant
Series is amended on a basis which would, following implementation of such
amendments, result in one or more interest payment dates being extended by the
same period other than where such an extension results from any extension of
maturity in which case sub-paragraph (b) of this definition of "Uniformly
Applicable" shall apply.
(b) Convening Meetings of Noteholders
A meeting of Noteholders of a Series:
(i) may be convened by the Issuer at any time; and
(ii) will be convened by the Issuer if an Event of Default in relation to the Notes of
such Series has occurred and is continuing and a meeting is requested in writing
by the holders of not less than 10 per cent. of the aggregate principal amount of
the Notes of such Series then outstanding.
Any such meeting may be conducted by electronic means or by other means customary at
the time, and may not necessarily require two or more persons to be physically present in
the same location.
(n) Quorum
(i) The quorum at any meeting at which Noteholders of any Series will vote on a
proposed Modification to, or a proposed Modification of:
(A) a Reserved Matter under Condition 16B(p) below will be one or more
persons present or represented at the meeting and holding not less than
66 2/3 per cent. of the aggregate principal amount of the Notes of such
Series then outstanding; and
(B) a matter other than a Reserved Matter under Condition 16B(o) below will
be one or more persons present or represented at the meeting and holding
not less than 50 per cent. of the aggregate principal amount of the Notes
of such Series then outstanding.
(ii) Where a meeting is subject to a quorum pursuant sub-paragraph (i) above, if such
quorum is not present within thirty minutes of the time appointed for a meeting,
the meeting may be adjourned for a period of not more than 42 days and not less
than 14 days as determined by the appointed chair of the meeting. The quorum
for any such adjourned meeting will be one or more persons present or
represented at the meeting and holding:
(A) not less than 66 2/3 per cent. of the aggregate principal amount of the
Notes of such Series then outstanding in the case of a proposed Reserved
Matter modification voted under Condition 16B(p) below; and
(B) not less than 25 per cent. of the aggregate principal amount of the Notes
of such Series then outstanding in the case of a non-Reserved Matter
modification voted under Condition 16B(o) below.
The provisions of this Condition 16B(c) shall not apply in relation to any Cross-Series
Modification voted pursuant to Condition 16B(f).
(o) Non-Reserved Matters
The terms and conditions of the Notes of a Series and any agreement governing the
issuance or administration of the Notes of a Series (including the Agency Agreement or
10268981377-v17 - 68 - 70-41063249
the Deed of Covenant) may be modified in relation to any matter other than a Reserved
Matter with the consent of the Issuer and:
(i) the affirmative vote of a holder or holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called and quorate meeting of Noteholders of such Series; or
(ii) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Notes of such Series.
(p) Reserved Matters
Except as provided by Condition 16B(f) below, the terms and conditions of the Notes of
a Series and any agreement governing the issuance or administration of the Notes of a
Series (including the Agency Agreement and/or the Deed of Covenant) may be modified
in relation to a Reserved Matter with the consent of the Issuer and:
(i) the affirmative vote of a holder or holders of not less than 75 per cent. of the
aggregate principal amount of the outstanding Notes of such Series represented
at a duly called and quorate meeting of Noteholders of such Series; or
(ii) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, a holder or holders of not less than 66 2/3 per cent.
of the aggregate principal amount of the Notes of such Series then outstanding.
(q) Cross-Series Modifications
Reserved Matters: in the case of a Cross-Series Modification, the terms and conditions of
the Notes of a Series and Debt Securities of any other Relevant Series, and any agreement
governing the issuance or administration of the Notes of a Series (including the Agency
Agreement and/or the Deed of Covenant) or any other Relevant Series, may be modified
in relation to a Reserved Matter with the consent of the Issuer and:
(i) the affirmative vote of holders of not less than 66 2/3 per cent. of the aggregate
principal amount of the outstanding Debt Securities of all Relevant Series (taken
in the aggregate); or
(ii) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of not less than 66 2/3 per cent. of the
aggregate principal amount of the outstanding Debt Securities of all Relevant
Series (taken in the aggregate).
A separate meeting will be called and held, or a separate written resolution signed, or a
separate approval requested by way of electronic consent, in relation to the proposed
modification of the Notes of a Series and the proposed modification of each other Relevant
Securities.
Non-Reserved Matters: in the case of a Cross-Series Modification, the terms and
conditions of the Notes of a Series and Debt Securities of any other Relevant Series, and
any agreement governing the issuance or administration of the Notes of a Series (including
the Agency Agreement and/or the Deed of Covenant) or any other Relevant Series, may
be modified in relation to any matter other than a Reserved Matter with the consent of the
Issuer and:
(i) the affirmative vote of holders of more than 50 per cent. of the aggregate principal
amount of the outstanding Debt Securities of all Relevant Series (taken in the
aggregate); or
(iii) a written resolution signed by or on behalf of, or the approval of a resolution by
way of electronic consent of, the holders of more than 50 per cent. of the aggregate
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principal amount of the outstanding Debt Securities of all the Relevant Series
(taken in the aggregate).
A separate meeting will be called and held, or a separate written resolution signed, or a
separate approval requested by way of electronic consent, in relation to the proposed
modification of the Notes of a Series and the proposed modification of each other Relevant
Securities.
Additional provisions relating to Reserved Matters: in the case of a Cross-Series
Modification in relation to a Reserved Matter, the following additional provisions shall
apply:
(i) such Cross-Series Modification must be Uniformly Applicable;
(ii) any reference to amending the terms and conditions of Debt Securities in the
definition of Uniformly Applicable shall extend to any agreement governing the
issuance or administration thereof (including the Agency Agreement and/or the
Deed of Covenant);
(iv) in order for any Cross-Series Modification under sub-paragraph (b) of the
definition of Uniformly Applicable to be regarded as extending principal amounts
by the same proportion, the result of (y) divided by (x) (rounded to two decimal
places) shall be the same for each Relevant Series, where: (x) is the original
residual maturity under a Relevant Series in effect immediately prior to the
proposed effective date of such exchange, conversion, substitution or amendment
(ignoring any acceleration thereof), expressed as a number of days; and (y) is the
residual maturity thereof in effect immediately following such proposed effective
date, expressed as a number of days;
(v) where no menu of options is offered, any such Cross-Series Modification under
sub-paragraph (c) or (d) of the definition of Uniformly Applicable will not be
considered Uniformly Applicable if, in the case of sub-paragraph (c) of such
definition, each exchanging, converting or substituting holder of Debt Securities
of any Relevant Series, or in the case of sub-paragraph (d) of such definition, each
amending holder of Debt Securities of any Relevant Series, is not offered the same
amount of consideration per amount of principal, the same amount of
consideration per amount of interest accrued but unpaid and the same amount of
consideration per amount of past due interest, respectively, as that offered, in the
case of sub-paragraph (c) of such definition, to each other exchanging, converting
or substituting holder of Debt Securities of any Relevant Series, or in the case of
sub-paragraph (d) of such definition, to each other amending holder of Debt
Securities of any Relevant Series;
(vi) where a menu of options is offered, any such Cross-Series Modification under
sub-paragraph (c) or (d) of the definition of Uniformly Applicable will not be
considered Uniformly Applicable if, in the case of sub-paragraph (c) of such
definition, each exchanging, converting or substituting holder of Debt Securities
of any Relevant Series, or in the case of sub-paragraph (d) of such definition, each
amending holder of Debt Securities of any Relevant Series, is not offered the same
amount of consideration per amount of principal, the same amount of
consideration per amount of interest accrued but unpaid and the same amount of
consideration per amount of past due interest, respectively, as that offered, in the
case of sub-paragraph (c) of such definition to each other exchanging, converting
or substituting holder of Debt Securities of any Relevant Series, or in the case of
sub-paragraph (d) of such definition, to each other amending holder of Debt
Securities of any Relevant Series electing the same option under such menu of
options; and
(vii) where a Cross-Series Modification falling within sub-paragraph (a) or (b) of the
definition of Uniformly Applicable is combined with a Cross-Series Modification
falling within sub-paragraph (f) of that definition, those modifications will not be
10268981377-v17 - 70 - 70-41063249
regarded as being Uniformly Applicable unless the requirement described in sub-
paragraph (iv) above is satisfied in relation to those combined modifications.
(r) Written Resolutions
A "written resolution" is a resolution in writing signed by or on behalf of holders of the
requisite majority of the Notes of a Series and will be valid for all purposes as if it was a
resolution passed at a meeting of Noteholders of such Series duly convened and held in
accordance with these provisions. A written resolution may be set out in one or more
documents in like form each signed by or on behalf of one or more Noteholders of such
Series.
(s) Binding Effect
A resolution duly passed at a meeting of holders duly convened and held in accordance
with these provisions, and a written resolution duly signed by the requisite majority of
Noteholders of any Series, will be binding on all Noteholders of such Series, whether or
not the holder was present at the meeting, voted for or against the resolution or signed the
written resolution.
(t) Manifest Error, Technical Amendments, etc.
Notwithstanding anything to the contrary herein, the terms and conditions of the Notes of
a Series and any agreement governing the issuance or administration of the Notes of a
Series (including the Agency Agreement and/or the Deed of Covenant) may be modified
by the Issuer without the consent of Noteholders of such Series:
(i) to correct a manifest error or cure an ambiguity; or
(ii) if the modification is of a formal or technical nature or for the benefit of
Noteholders of such Series.
The Issuer will publish the details of any modification of the Notes of a Series made
pursuant to this Condition 16B(t) within ten days of the modification becoming legally
effective.
In addition, pursuant to Condition 7(e) (Interest – Floating Rate Notes reference SOFR)
and 7(n) (Benchmark Replacement (Independent Adviser)), certain changes may be made
to the interest calculation provisions of the Floating Rate Notes in the circumstances and
as otherwise set out in such Condition, without the requirement for consent of the
Noteholders.
(u) Outstanding Notes
In determining how many Notes are outstanding or whether holders of the requisite
principal amount of outstanding Notes of a Series have voted in favour of a proposed
modification or whether a quorum is present at any meeting of Noteholders of a Series
called to vote on a proposed modification, a Note of a Series will be deemed to be not
outstanding, and may not be voted for or against a proposed modification or counted in
determining whether a quorum is present, if, on the record date for the proposed
modification:
(i) the Note has previously been cancelled or delivered for cancellation or held for
reissuance but not reissued;
(ii) the Note has previously been called for redemption in accordance with its terms
or previously become due and payable at maturity or otherwise and the Issuer has
previously satisfied its obligation to make all payments due in respect of the Note
in accordance with its terms;
(iii) the Note has become void or claims in respect of the Note have become prescribed;
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(iv) the Note is a Global Note Certificate which has been exchanged for a Individual
Note Certificate pursuant to its provisions; or
(v) the Note is held by the Issuer, by a department, ministry or agency of the Issuer,
or by a corporation, trust or other legal entity that is controlled by the Issuer or a
department, ministry or agency of the Issuer and, in the case of a Note held by
any such above-mentioned corporation, trust or other legal entity, the holder of
the Note does not have autonomy of decision, where:
(A) the holder of a Note for these purposes is the entity legally entitled to
vote the Note for or against a proposed modification or, if different, the
entity whose consent or instruction is by contract required, directly or
indirectly, for the legally entitled holder to vote the Note for or against a
proposed modification; and
(B) a corporation, trust or other legal entity is controlled by the Issuer or by
a department, ministry or agency of the Issuer if the Issuer or any
department, ministry or agency of the Issuer has the power, directly or
indirectly, through the ownership of voting securities or other ownership
interests, by contract or otherwise, to direct the management of, or elect
or appoint a majority of, the board of directors or other persons
performing similar functions in lieu of, or in addition to, the board of
directors of that legal entity.
For the purposes of this sub-paragraph (v), the holder of a Note has "autonomy of
decision" if, under applicable law, rules or regulations and independent of any
direct or indirect obligation the holder may have in relation to the Issuer:
(A) the holder may not, directly or indirectly, take instruction from the Issuer
on how to vote on a proposed modification; or
(C) the holder, in determining how to vote on a proposed modification, is
required to act in accordance with an objective prudential standard, in the
interest of all of its stakeholders or in the holder's own interest; or
(D) the holder owes a fiduciary or similar duty to vote on a proposed
modification in the interest of one or more persons other than a person
whose holdings of Notes (if that person then held any Notes) would be
deemed to be not outstanding under this Condition 16B(u).
(v) Outstanding Debt Securities
In determining whether holders of the requisite principal amount of outstanding Debt
Securities of another series have voted in favour of a proposed Cross-Series Modification
or whether a quorum is present at any meeting of the holders of such Debt Securities called
to vote on a proposed Cross-Series Modification, an affected Debt Security will be deemed
to be not outstanding, and may not be voted for or against a proposed Cross-Series
Modification or counted in determining whether a quorum is present, in accordance with
the applicable terms and conditions of that Debt Security.
17. Further Issues
The Issuer may from time to time, without the consent of the Noteholders, create and issue further
notes having the same terms and conditions as the Notes in all respects (or in all respects except
for the first payment of interest) so as to form a single series with the Notes.
18. Notices
(a) Notices to the Holders of Notes shall be sent to them by first class mail (or its equivalent) or (if
posted to an overseas address) by airmail at their respective addresses on the Register and, if the
Notes are admitted to trading on Euronext Dublin and it is a requirement of applicable law or
regulations, a leading newspaper having general circulation in Ireland or published on the website
10268981377-v17 - 72 - 70-41063249
of Euronext Dublin (https://direct.euronext.com/#/rispublication) or in either case, if such
publication is not practicable, in a leading English language daily newspaper having general
circulation in Europe. Any such notice shall be deemed to have been given on the fourth day after
the date of mailing.
19. Currency Indemnity
If any sum due from the Issuer in respect of the Notes or any order or judgment given or made in
relation thereto has to be converted from the currency (the "first currency") in which the same is
payable under these Conditions or such order or judgment into another currency (the "second
currency") for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining
an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or
made in relation to the Notes, the Issuer shall indemnify each Noteholder, on the written demand
of such Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of
the Fiscal Agent, against any loss suffered as a result of any discrepancy between (i) the rate of
exchange used for such purpose to convert the sum in question from the first currency into the
second currency and (ii) the rate or rates of exchange at which such Noteholder may in the ordinary
course of business purchase the first currency with the second currency upon receipt of a sum paid
to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.
This indemnity constitutes a separate and independent obligation of the Issuer and shall give rise
to a separate and independent cause of action.
20. Rounding
For the purposes of any calculations referred to in these Conditions (unless otherwise specified in
these Conditions or the relevant Pricing Supplement), (a) all percentages resulting from such
calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollar
amounts used in or resulting from such calculations will be rounded to the nearest cent (with one
half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such
calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all
amounts denominated in any other currency used in or resulting from such calculations will be
rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.
21. Governing Law and Arbitration
(a) Governing law: The Notes (including a dispute relating to their existence, validity or
termination) and any non-contractual obligation or other matter arising out of or in
connection with the Notes shall be governed by, and construed in accordance with, English
law. The governing law of this Condition 21 (Governing Law and Arbitration) shall also
be the substantive law of England.
(b) Arbitration: Any dispute, claim, difference or controversy arising out of or in connection
with the Notes (including any dispute relating to their existence, validity or termination,
or any non-contractual obligation or other matter arising out of or in connection with the
Notes) (a "Dispute") shall be referred to and finally resolved by arbitration under the
Arbitration Rules of the London Court of International Arbitration ("LCIA") (the "Rules"),
which Rules (as amended from time to time) are incorporated by reference into this
Condition 21(b) (Arbitration). For these purposes:
(i) any Request for Arbitration (as defined in the Rules) may be served by delivery
to the process agent in accordance with Condition 21(c) (Service of Process);
(ii) the seat, or legal place of arbitration, shall be London, England where all hearings
and meetings shall be held, unless the parties agree otherwise;
(iii) there shall be three arbitrators, each of whom shall be disinterested in the
arbitration, shall have no connection with any party thereto and shall be an
attorney experienced in international securities transactions. The claimant(s) and
the respondent(s) shall nominate an arbitrator respectively. If one party fails to
appoint an arbitrator within 30 days of receiving notice of the appointment of an
10268981377-v17 - 73 - 70-41063249
arbitrator by the other party, then that arbitrator shall be appointed by the LCIA.
The third arbitrator, who shall be the chairman of the tribunal, shall be nominated
by the two party-nominated arbitrators. If he is not chosen and appointed within
fifteen (15) days of the last of their appointments, he shall be appointed by the
LCIA;
(iv) the language of the arbitration shall be English;
(v) any award of the tribunal shall be binding from the day it is made, and the parties
to this Agreement hereby waive any right to refer any question of law and any
right of appeal on the law and/or merits to any court;
(vi) the arbitrators shall have no authority to award exemplary or punitive damages of
any type under any circumstances whether or not such damages may be available
under the relevant applicable law, the parties will waive their right, if any, to
recover such damages;
(vii) this arbitration Condition 21(b) including its validity and scope, shall be governed
by English law;
(viii) nothing in this Condition 21(b) shall be construed as preventing any party from
seeking conservatory or similar interim relief in any court of competent
jurisdiction; and
(ix) the arbitration and any facts, documents, awards or other information related to
the arbitration or the dispute, controversy or claim to which it relates shall be kept
strictly confidential and shall not be disclosed to any third party without the
express written consent of the other party, unless such disclosure is required to
comply with any legal or regulatory requirement.
(c) Service of Process: For the purposes of any court proceedings commenced in support of,
or in relation to, arbitral proceedings brought under this Condition 21 (Governing Law and
Arbitration), the Issuer agrees that service of process may be effected on it by delivering
or posting that process to the Embassy of the Republic of Estonia in London at 44 Queen's
Gate Terrace, South Kensington, London SW7 5PJ and agrees that, if for any reason
service of process by such means is not possible, it will appoint a third party agent for
service of process in England. Nothing in this paragraph shall affect the right of any party
to serve process in any other manner permitted by law.
(d) Waiver of immunity and consent to enforcement:
To the extent that the Issuer may in any jurisdiction claim for itself or its revenues, assets
or properties ("Sovereign Assets") immunities from suit, execution, attachment (whether
in aid of execution, before award or otherwise), in all cases related to the Notes, and to the
extent that in any such jurisdiction there may be attributed to itself or its Sovereign Assets
such immunity (whether or not claimed), the Issuer hereby irrevocably agrees for the
benefit of the Noteholders not to claim and confirms that any such immunity is or has been
irrevocably waived to the fullest extent permitted by the laws of such jurisdiction. For the
avoidance of doubt, the Issuer submits to the jurisdiction of any arbitral body constituted
in accordance with Condition 21(b) (Arbitration), the courts at the legal seat of arbitration
in the matters related to the arbitral proceedings and court proceedings in any jurisdiction
relating to the enforcement of an arbitral award.
To the extent that the Issuer or any of its Sovereign Assets may be entitled in any
jurisdiction to any immunity from set-off or any similar right or remedy, and to the extent
that there shall be attributed, in any jurisdiction, such an immunity, the Issuer hereby
irrevocably agrees not to claim and confirms that any such immunity is or has been
irrevocably waived to the fullest extent permitted by the laws of such jurisdiction with
respect to any claim, suit, action, proceeding, right or remedy arising out of or in
connection with the Notes.
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The Issuer further irrevocably consents to the giving of any relief or the issue of any
process, including, without limitation, the making, enforcement or execution against any
Sovereign Assets whatsoever of any order, award or judgment, made or given in
connection with any Dispute.
The waiver of immunity by the Issuer herein shall not constitute a waiver of immunity in
relation to: (i) present or future "premises of the mission" as defined in the Vienna
Convention on Diplomatic Relations signed in 1961; (ii) "consular premises" as defined
in the Vienna Convention on Consular Relations signed in 1963; (iii) any other property
or assets used solely or mainly for official non-commercial state purposes in the Republic
of Estonia or elsewhere; (iv) military property or military assets of the Republic of Estonia
related thereto; or (v) any non-transferable national assets and national assets with priority
importance as defined in or in accordance with applicable Estonian laws. It is
acknowledged that there is no specific law in Estonia governing the waiving of immunity
by the Issuer. Further, in accordance with the Code of Enforcement Procedure, assets or
things in restricted commerce which the Republic of Estonia or local government need for
the performance of public duties or the enforcement of which would be contrary to public
interest, shall not be subject to enforcement.
(e) Consolidation of Disputes:
(i) In this Sub-clause:
"Consolidation Order" means an order by a Tribunal that a Primary Dispute and
a Linked Dispute be consolidated and heard as one dispute in the same arbitral
proceedings.
"Linked Agreement" means the relevant Notes, the Global Note Certificate, the
Deed of Covenant, the Agency Agreement, the Subscription Agreement and any
other agreement entered into in connection with the issue of the Notes.
"Linked Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement (including
any dispute relating to its existence, validity or termination or any non-contractual
obligation or other matter arising out of or in connection with it), in which a
Request for Arbitration is served after a Request for Arbitration has been served
in respect of a Primary Dispute.
"Primary Dispute" means any Dispute and/or any dispute, claim, difference or
controversy arising out of or in connection with any Linked Agreement (including
any dispute relating to its existence, validity or termination or any non-contractual
obligation or other matter arising out of or in connection with it) in which a
Request for Arbitration has been served before a Request for Arbitration is served
in relation to a Linked Dispute.
"Tribunal" means any arbitral tribunal appointed under the relevant Notes or any
Linked Agreement.
(ii) If any Linked Dispute raises issues of fact and/or law which are substantially the
same as or similar to issues raised in any Primary Dispute then, notwithstanding
that a Tribunal may already have been agreed or appointed in respect of the
Linked Dispute, any party (the "Notifying Party") to both the Primary Dispute
and the Linked Dispute (the "Notified Disputes") may apply, by service of a
written notice (a "Consolidation Notice") in accordance with this Condition, to
the Tribunal appointed in relation to the Primary Dispute for a Consolidation
Order.
(iii) The Notifying Party must serve the Consolidation Notice on all parties to the
Notified Disputes, and on any arbitrators already appointed or agreed in
connection with any Notified Dispute.
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(iv) The Tribunal appointed in relation to the Primary Dispute may make a
Consolidation Order on hearing an application brought under sub-Condition
21(e)(ii) above if it considers it just, equitable and procedurally efficient to do so
and that no party to either the Primary Dispute or the Linked Dispute would be
materially prejudiced as a result. In determining whether to make a Consolidation
Order, the Tribunal must take account of:
(A) the likelihood and consequences of inconsistent decisions if
consolidation is not ordered;
(B) any fault on the part of the party seeking consolidation to make a timely
application; and
(C) the likely consequences of consolidation in terms of cost and time.
(v) If the Tribunal appointed in respect of the Primary Dispute makes a Consolidation
Order:
(A) it will immediately, to the exclusion of the other Tribunal appointed in a
Linked Dispute, have jurisdiction to resolve finally the Notified Disputes;
(B) it must order that notice of the Consolidation Order and its effect be given
immediately to any arbitrators already appointed in relation to the Linked
Dispute and to all parties to the Notified Disputes;
(C) any appointment of an arbitrator in relation to the Linked Dispute before
the date of the Consolidation Order will terminate immediately and that
arbitrator will be deemed to be functus officio. The termination is without
prejudice to:
(1) the validity of any act done or order made by that arbitrator or
by the court in support of that arbitration before his appointment
is terminated;
(2) his entitlement to be paid his proper fees and disbursements; and
(3) the date when any claim or defence was raised for the purpose
of applying any limitation bar or any similar rule or provision;
(D) it may also give any other directions it considers appropriate to:
(1) give effect to the Consolidation Order and make provisions for
any costs which may result from it (including costs in any
arbitration terminated as a result of the Consolidation Order);
and
(2) ensure the proper organisation of the arbitration proceedings and
the proper formulation and resolution of the issues between the
parties.
(E) If a Tribunal appointed in respect of the Primary Dispute arising under a
Linked Agreement makes a Consolidation Order which confers on that
Tribunal jurisdiction to resolve a Linked Dispute arising under the Notes,
that Consolidation Order and the award of that Tribunal will bind the
parties to the Linked Dispute arising under the relevant Notes.
(F) For the avoidance of doubt, where a Tribunal is appointed under the
relevant Notes or any Linked Agreement, the whole of its award
(including any part relating to a Linked Dispute) is deemed for the
purposes of the New York Convention on the Recognition and
Enforcement of Arbitral Awards 1958 to be contemplated by the Notes
and that Linked Agreement.
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(G) Each of the Issuer and the Noteholders hereby waives any right to object
to the validity and/or enforceability of any arbitral award made by a
Tribunal following the grant of a Consolidation Order on the basis that
such award was made in arbitral proceedings which were consolidated
under this paragraph or in accordance with an equivalent provision under
another Linked Agreement.
(vi) Should the Tribunal appointed in relation to the Primary Dispute decline
appointment in respect of the Linked Dispute, any rights to submit a Linked
Dispute arising under the relevant Notes to separate arbitration proceedings under
Condition 21(b) (Arbitration) shall be unaffected.
10268981377-v17 - 77 - 70-41063249
FORM OF PRICING SUPPLEMENT
[EU MIFID II product governance / Professional investors and ECPs only target market – Solely for
the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect
of the [Notes] has led to the conclusion that: (i) the target market for the [Notes] is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and
(ii) all channels for distribution of the [Notes] to eligible counterparties and professional clients are
appropriate. [Consider any negative target market.] Any [person subsequently offering, selling or
recommending the Notes (a "distributor")] should take into consideration the manufacturer['s/s'] target
market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own
target market assessment in respect of the [Notes] (by either adopting or refining the manufacturer['s/s']
target market assessment) and determining appropriate distribution channels.]
[UK MIFIR product governance / Professional investors and ECPs only target market – Solely for
the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties,
as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. [Consider any negative target market].
Any person subsequently offering, selling or recommending the Notes (a "distributor")]/[distributor]
should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and
determining appropriate distribution channels.]
[Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations
pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001, as modified or
amended from time to time (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons
(as defined in Section 309A of the SFA) that the Notes are ["prescribed capital markets products"]/[capital
markets products other than "prescribed capital markets products"] (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018).]
Pricing Supplement dated [•]
The Republic of Estonia
Issue of [Aggregate Principal Amount of Tranche] [Title of Notes]
Legal entity identifier (LEI): 254900EIG0O7C6C9R437
under its
Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Offering Circular dated 19 October 2023 [and the supplemental Offering
Circular dated [•] ([together, ]the "Offering Circular "). This document must be read in conjunction with
the Offering Circular in order to obtain all the relevant information.
The following alternative language applies if the first tranche of an issue which is being increased was
issued under a Offering Circular with an earlier date and the relevant terms and conditions from that
Offering Circular with an earlier date were incorporated by reference in this Offering Circular.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Offering Circular dated [original date]. This document save in respect of the
Conditions, must be read in conjunction with the Offering Circular dated [current date] [and the
supplemental Offering Circular dated [date]] ([together,] the "Offering Circular ") in order to obtain all
the relevant information. The Conditions are incorporated by reference in the Offering Circular.
10268981377-v17 - 78 - 70-41063249
The Offering Circular has been published at [•].
In accordance with the EU Prospectus Regulation, no prospectus is required in connection with the issuance
of the Notes described herein.
Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering
should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs (in which
case the sub-paragraphs of the paragraphs which are not applicable can be deleted). Italics denote
guidance for completing the Pricing Supplement.
1. (i) Issuer: The Republic of Estonia, acting through the
Ministry of Finance
2. (i) Series Number: [•]
(ii) Tranche Number: [•]
[(iii) Date on which the Notes [Not Applicable/The Notes shall be
become fungible: consolidated, form a single series and be
interchangeable for trading purposes with
the [•] on the Issue Date.
3. Specified Currency or Currencies: [•]
4. Aggregate Principal Amount: [•]
[(i)] [Series]: [•]
[(ii) Tranche: [•]]
5. Issue Price: [•] per cent. of the Aggregate Principal
Amount [plus accrued interest from [•]
6. (i) Specified Denominations: [•] [and integral multiples of [•] in excess
thereof up to and including [•].]
(ii) Calculation Amount: [•]
7. (i) Issue Date: [•]
(ii) Interest Commencement Date: [[•]/Issue Date/Not Applicable] ]
8. Maturity Date: [Specify date or (for Floating Rate Notes)
Interest Payment Date falling in or nearest
to the relevant month and year]
9. Interest Basis: [[•] per cent. Fixed Rate]
[•][•] [EURIBOR / SONIA / SONIA
Compounded Index / SOFR / SOFR
Compounded Index / €STR] +/– [•] per cent.
Floating Rate]
[Zero Coupon]
(see paragraph [14/15/16] below)
10. Redemption/Payment Basis: Subject to any purchase and cancellation or
early redemption, the Notes will be
redeemed on the Maturity Date at [•]/[100]
per cent. of their principal amount.
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11. Change of Interest or [Specify the date when any fixed to floating
Redemption/Payment Basis: rate change occurs or refer to paragraphs
14 and 15 below and identify there/Not
Applicable]
12. Put/Call Options: [Investor Put]
[Issuer Call Option]
[Clean-up Call Option]
[See paragraph [17/18/19/20] below]
13. Status of the Notes: Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Rate[(s)] of Interest: [•] per cent. per annum payable [annually /
semi-annually / quarterly / monthly] in
arrear on each Interest Payment Date
(ii) Interest Payment Date(s): [•] in each year
(iii) Fixed Coupon Amount[(s)]: [•] per Calculation Amount
(iv) Fixed Coupon Amount for a [•] per Calculation Amount, payable on the
short or long Interest Period Interest Payment Date falling [in/on] [•]
("Broken Amount(s)")
(v) Day Count Fraction: [30/360 / Actual/Actual (ICMA/ISDA) /
other]
(vi) Other terms relating to the [Not Applicable/ [•]]
method of calculating interest
for Fixed Rate Notes:
15. Floating Rate Note Provisions [Applicable/Not Applicable]
(If not applicable delete the remaining
sub-paragraphs of this paragraph)
(i) Specified Period: [•]
(ii) Specified Interest Payment [•]
Dates:
(iii) First Interest Payment Date: [•]
(iv) Business Day Convention: [Floating Rate Convention/Following
Business Day Convention/ Modified
Following Business Day Convention/
Preceding Business Day Convention]
(v) Additional Business Centre(s): [Not Applicable / [•]]
(vii) Party responsible for [•] shall be the Calculation Agent
calculating the Rate(s) of
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Interest and/or Interest
Amount(s):
(viii) Screen Rate Determination: [Applicable/Not Applicable] (If not
applicable delete the remaining sub-
paragraphs of this paragraph)
Reference Rate: [•][•] [EURIBOR / SONIA / SOFR / €STR
/ SONIA Compounded Index / SOFR
Compounded Index]
Observation Method: [Lag / Observation Shift]
Lag Period: [5 / [ ] TARGET Settlement Days/U.S.
Government Securities Business
Days/London Banking Days/Not
Applicable]
Observation Shift Period: [5 / [ ] TARGET Settlement Days/U.S.
Government Securities Business
Days/London Banking Days /Not
Applicable]
(NB: A minimum of 5 should be specified for
the Lag Period or Observation Shift Period,
unless otherwise agreed with the
Calculation Agent)
D: [360/365/[ ]] / [Not Applicable]
Index Determination [Applicable/Not Applicable]
SONIA Compounded [Applicable/Not Applicable]
Index
SOFR Compounded [Applicable/Not Applicable]
Index
Relevant Decimal Place [ ] [5] (unless otherwise specified in the
Pricing Supplement, it should be the fifth
decimal place)
Relevant Number of [ ] [5] (unless otherwise specified in the
Index Days Pricing Supplement, the Relevant Number
shall be 5)
Interest Determination [The first Business Day in the relevant
Date(s): Interest Period]/ (select where Interest
Determination Date has the meaning
specified in Condition 7(d), 7(e) or 7(f)) [•]
[London Banking Days / U.S. Government
Securities Business Days / TARGET
Settlement Days] prior to each Interest
Payment Date]
Relevant Screen Page: [•]
Relevant Time: [•]
Relevant Financial [•]
Centre:
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(x) [Linear interpolation Not Applicable/Applicable – the Rate of
Interest for the [long/short] [first/last]
Interest Period shall be calculated using
Linear Interpolation (specify for each short
or long interest period)]
(xi) Margin(s): [+/-][•] per cent. per annum
(xii) Minimum Rate of Interest: [The Minimum Rate of Interest shall not be
less than zero] / [The Minimum Rate of
Interest shall not be less than [•] per cent. per
annum]
(xiii) Maximum Rate of Interest: [•] per cent. per annum
(xiv) Day Count Fraction: [•]
16. Zero Coupon Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Accrual Yield: [•] per cent. per annum
(ii) Reference Price: [•]
(iii) Day Count Fraction in relation [30/360 / Actual/Actual (ICMA/ISDA) /
to Early Redemption Amount: other]
PROVISIONS RELATING TO REDEMPTION
17. Issuer Call Option [Applicable/Not Applicable]
(i) Optional Redemption Date(s): [•]
(ii) Optional Redemption [[•] per Calculation Amount] / [Make-whole
Amount(s) of each Note: Redemption Price]
[(in the case of the Optional Redemption
Dates falling on [•]/[in the period from and
including [date]]
[(iii) Make Whole Redemption [Applicable/Not Applicable]
Price:
(If not applicable delete the remaining sub
paragraphs(a) – (f) of this paragraph)]
[(a) Reference Bond: [Insert applicable Reference Bond]]
[(b) Quotation Time: [•]]
[(c) Redemption Margin: [•] per cent.]
[(e) Par Redemption Date: [•]/Not Applicable]]
(iii) Redemption in part: [Applicable/Not Applicable]
(a) Minimum Redemption [•] per Calculation Amount
Amount:
(b) Maximum Redemption [•] per Calculation Amount
Amount
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(iv) Notice period: [•]
18. Put Option [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Optional Redemption Date(s): [•]
(ii) Optional Redemption [•] per Calculation Amount
Amount(s) of each Note and
method, if any, of calculation
of such amount(s):
(iii) Notice period: [•]
19. Clean-up Call Option [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Clean-up Call Threshold: [[•] per cent. / As set out in Condition 9(d)
(Clean-up Call)]
(ii) Optional Redemption Amount [•]
(Clean-up Call):
(iii) Notice period (if different from [Not less than [•] nor more than [•] days] /
the Conditions) [Not Applicable – in line with Condition
9(d) (Clean-up Call)]
20. Final Redemption Amount of each [•] per Calculation Amount
Note
21. Early Redemption Amount
Early Redemption Amount(s) per [Not Applicable] / [•]
Calculation Amount payable on
event of default or other early
redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes: Registered Notes:
Global Note Certificate exchangeable for
Individual Note Certificates on [[•] days'
notice/at any time/in the limited
circumstances described in the Global Note
Certificate]
23. New Safekeeping Structure: [Yes] [No]
24. Additional Financial Centre(s) or [Not Applicable]/[give details].
other special provisions relating to
payment dates: (Note that this paragraph relates to the date
of payment, and not the end dates of interest
periods for the purposes of calculating the
amount of interest, to which sub-paragraph
15(v) relates)
25. Collective Action Clause: [2012 CAC] / [2022 CAC]
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10268981377-v17 - 84 - 70-41063249
Signed on behalf of
THE REPUBLIC OF ESTONIA,
ACTING THROUGH THE MINISTRY OF FINANCE:
By: ............................................
Duly authorised
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PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO
TRADING
(i) Admission to Trading: [Application has been made by the Issuer (or
on its behalf) for the Notes to be admitted to
trading on Euronext Dublin with effect from
[•].] [Application is expected to be made by
the Issuer (or on its behalf) for the Notes to
be admitted to trading on Euronext Dublin
with effect from [•]. [Not Applicable /[•].]
(When documenting a fungible issue need to
indicate that original Notes are already
admitted to trading.)
(ii) Estimate of total expenses [ ]
related to admission to trading:
2. RATINGS The Notes to be issued [have been/are
expected to be] rated:
Ratings: S&P Global Ratings Europe Limited
("S&P"): [AA-]
Moody's Deutschland GmbH ("Moody's"):
[A1]
Fitch Ratings Limited ("Fitch"): [A+]
S&P, Moody's and Fitch are established in
the EEA and registered under Regulation
(EC) No 1060/2009, (the "EU CRA
Regulation"). S&P, Moody's and Fitch
appear on the latest update of the list of
registered credit rating agencies (as of [•])
on the ESMA website. The rating S&P,
Moody's and Fitch have given to the Notes
is endorsed by S&P Global Ratings UK
Limited, Moody's Investor Services Ltd and
Fitch Ratings Ltd respectively, which are
established in the UK and registered under
Regulation (EC) No 1060/2009 as it forms
part of domestic law of the United Kingdom
by virtue of the European Union
(Withdrawal) Act 2018 (the "UK CRA
Regulation").
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE/OFFER
(Need to include a description of any interest, including a conflict of interest, that
is material to the issue/offer, detailing the persons involved and the nature of the
interest. May be satisfied by the inclusion of the statement below:)
[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware,
no person involved in the offer of the Notes has an interest material to the offer.
The [Managers/Dealers] and their affiliates have engaged, and may in the future
engage, in investment banking and/or commercial banking transactions with, and
10268981377-v17 - 86 - 70-41063249
may perform other services for, the Issuer and its affiliates in the ordinary course of
business. (Amend as appropriate if there are other interests)]
(When adding any other description, consideration should be given as to whether
such matters described constitute "significant new factors" and consequently
trigger the need for a supplement to the Offering Circular)
4. [Fixed Rate Notes only – YIELD
Indication of yield: [•]
[The yield is calculated at the Issue Date on
the basis of the Issue Price. It is not an
indication of future yield.]
5. OPERATIONAL INFORMATION
ISIN: [•]
Common Code: [•]
FISN: [[See/[ ], as updated, as set out on] the
website of the Association of National
Numbering Agencies (ANNA) or
alternatively sourced from the responsible
National Numbering Agency that assigned
the ISIN / Not Applicable / Not Available]
CFI: [[See/[ ], as updated, as set out on] the
website of the Association of National
Numbering Agencies (ANNA) or
alternatively sourced from the responsible
National Numbering Agency that assigned
the ISIN / Not Applicable / Not Available]
(If the CFI and/or FISN is not required,
it/they should be specified to be "Not
Applicable")
Any clearing system(s) other than [Not Applicable / give name(s) and
Euroclear and Clearstream, number(s)]
Luxembourg and the relevant
identification number(s):
Delivery: Delivery [against/free of] payment
Names and addresses of additional
Paying Agent(s) (if any):
Relevant Benchmark[s]: [[specify benchmark] is provided by
[administrator legal name]][repeat as
necessary]. As at the date hereof,
[[administrator legal name][appears]/[does
not appear]][repeat as necessary] in the
register of administrators and benchmarks
established and maintained by ESMA
pursuant to Article 36 (Register of
administrators and benchmarks) of the EU
Benchmarks Regulation]/[As far as the
Issuer is aware, as at the date hereof,
[specify benchmark] does not fall within the
scope of the EU Benchmarks Regulation]/
[As far as the Issuer is aware, the transitional
10268981377-v17 - 87 - 70-41063249
provisions in Article 51 of Regulation (EU)
2016/1011, as amended apply, such that
[name of administrator] is not currently
required to obtain authorisation/registration
(or, if located outside the European Union,
recognition, endorsement or equivalence)]/
[Not Applicable]
[Intended to be held in a manner [Yes. Note that the designation "yes"
which would allow Eurosystem simply means that the Notes are intended
eligibility: upon issue to be deposited with one of
Euroclear and Clearstream, Luxembourg as
common safekeeper[, and registered in the
name of a nominee of one of Euroclear and
Clearstream, Luxembourg acting as
common safekeeper] [include this text for
registered notes held under the NSS
structure] and does not necessarily mean
that the Notes will be recognised as eligible
collateral for Eurosystem monetary policy
and intra day credit operations by the
Eurosystem either upon issue or at any or all
times during their life. Such recognition
will depend upon the ECB being satisfied
that Eurosystem eligibility criteria have
been met.] /
[No. Whilst the designation is specified as
"no" at the date of these Pricing
Supplement, should the Eurosystem
eligibility criteria be amended in the future
such that the Notes are capable of meeting
them the Notes may then be deposited with
one of Euroclear and Clearstream,
Luxembourg as common safekeeper. Note
that this does not necessarily mean that the
Notes will then be recognised as eligible
collateral for Eurosystem monetary policy
and intraday credit operations by the
Eurosystem at any time during their life.
Such recognition will depend upon the ECB
being satisfied that Eurosystem eligibility
criteria have been met.]
[Not Applicable]
6. DISTRIBUTION
(i) Method of Distribution: [Syndicated/Non-syndicated]
[Not Applicable/give names]
(ii) If syndicated: [Not Applicable/give names]
(A) Names of Dealers
(B) Stabilisation Manager(s), if [Not Applicable/give names]
any:
(iii) If non-syndicated, name of
Dealer:
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(iv) U.S. Selling Restrictions: Reg S Compliance Category 1
7. REASONS FOR THE OFFER
AND ESTIMATED NET
AMOUNT OF PROCEEDS
Reasons for the offer: [See "Use of Proceeds" in Offering
Circular]
Estimated net proceeds: [ ]
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USE OF PROCEEDS
Unless a specific use of proceeds is specified in the relevant Pricing Supplement, the net proceeds of each
issue of the Notes will be used by the Republic of Estonia for general budgetary purposes.
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SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM
Clearing System Accountholders
References in the Terms and Conditions of the Notes to "Noteholder" are references to the person in whose
name such Global Note Certificate is for the time being registered in the Register which, or so long as the
Global Note Certificate is held by or on behalf of a depositary or a common depositary or a common
safekeeper for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, will
be that depositary or common depositary or common safekeeper or a nominee for that depositary or
common depositary or common safekeeper.
Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or any other
relevant clearing system as being entitled to an interest in a Global Note Certificate (each an
"Accountholder") must look solely to Euroclear and/or Clearstream, Luxembourg and/or such other
relevant clearing system (as the case may be) for such Accountholder's share of each payment made by the
Issuer to the holder of such Global Note Certificate and in relation to all other rights arising under such
Global Note Certificate. The extent to which, and the manner in which, Accountholders may exercise any
rights arising under a Global Note Certificate will be determined by the respective rules and procedures of
Euroclear and Clearstream, Luxembourg and any other relevant clearing system from time to time. For so
long as the relevant Notes are represented by a Global Note Certificate, Accountholders shall have no claim
directly against the Issuer in respect of payments due under the Notes and such obligations of the Issuer
will be discharged by payment to the holder of such Global Note Certificate.
Conditions applicable to Global Note Certificates
Each Global Note Certificate will contain provisions which modify the Terms and Conditions of the Notes
as they apply to the Global Note Certificate. The following is a summary of certain of those provisions:
Payments: All payments in respect of the Global Note Certificate which, according to the Terms and
Conditions of the Notes, require presentation and/or surrender of a Global Note Certificate will be made
against presentation and (in the case of payment of principal in full with all interest accrued thereon)
surrender of the Global Note Certificate to or to the order of any Paying Agent and will be effective to
satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion
on which a payment of principal or interest is made in respect of the Global Note Certificate, the Issuer
shall procure that in respect of a classic global note the payment is noted in a schedule thereto and in respect
of an NSS the payment is entered pro rata in the records of Euroclear and Clearstream, Luxembourg and
any other relevant clearing system.
Payment Business Day: In the case of a Global Note Certificate, shall be: if the currency of payment is euro,
any day which is a TARGET Settlement Day and a day on which dealings in foreign currencies may be
carried on in each (if any) Additional Financial Centre; or, if the currency of payment is not euro, any day
which is a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre
of the currency of payment and in each (if any) Additional Financial Centre.
Payment Record Date: Each payment in respect of a Global Note Certificate will be made to the person
shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing
System Business Day before the due date for such payment (the "Record Date") where "Clearing System
Business Day" means a day on which each clearing system for which the Global Note Certificate is being
held is open for business.
Partial exercise of call option: In connection with an exercise of the option contained in Condition 9(b)
(Redemption at the option of the Issuer) in relation to some only of the Notes, the Global Note Certificate
may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions
and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the
rules and procedures of Euroclear and Clearstream, Luxembourg and any other relevant clearing system (to
be reflected in the records of such clearing system as either a pool factor or a reduction in principal amount,
at their discretion).
Exercise of put option: In order to exercise the option contained in Condition 9(e) (Redemption at the
option of Noteholders) the holder of a Global Note Certificate must, within the period specified in the
Conditions for the deposit of the relevant Note give notice of such exercise to the Fiscal Agent, in
10268981377-v17 - 91 - 70-41063249
accordance with the rules and procedures of Euroclear, Clearstream, Luxembourg and/or any other relevant
clearing system, specifying the principal amount of Notes in respect of which such option is being
exercised. Any such notice will be irrevocable and may not be withdrawn.
Notices: Notwithstanding Condition 18 (Notices), while all the Notes are represented by a Global Note
Certificate deposited with a common depositary or common safekeeper for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system, notices to Noteholders may be given by delivery
of the relevant notice to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing
system and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance
with Condition 18 (Notices) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system, except that, for so long as such Notes are admitted to trading on
Euronext Dublin and it is a requirement of applicable law or regulations, such notices shall also be published
in a leading newspaper having general circulation in Ireland or published on the website of Euronext Dublin
(https://direct.euronext.com/#/rispublication).
Calculation of interest: the calculation of any interest amount in respect of any Note which is represented
by a Global Note Certificate will be calculated on the aggregate outstanding nominal amount of the Notes
represented by such Global Note Certificate, as the case may be, and not by reference to the Calculation
Amount.
Similarly, the provisions for meetings of Noteholders in the Agency Agreement contain provisions that
apply while the Notes are represented by a Global Note Certificate.
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DESCRIPTION OF THE REPUBLIC OF ESTONIA
The description of the Issuer is set out in the Investor Presentation which has been incorporated by reference
into this Offering Circular (see "Documents Incorporated by Reference").
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ESTONIAN TAXATION
The following summary describes Estonian tax consequences to Noteholders. It is a general summary and
should not be considered as a comprehensive description of all the tax considerations which may be
relevant to a decision to purchase, own or dispose of the Notes. Special tax treatment may apply to specific
group of persons, entities or investment vehicles (such as investment funds, tax transparent entities).
Purchasers of the Notes should consult with their tax advisers as to the consequences of holding or
transferring Notes under the tax laws of the respective country of which they are resident for tax purposes.
The summary herein regarding taxation is based on the laws in force in Estonia as of the date of this Offering
Circular and are subject to any changes in law occurring after such date, which changes could be made on
a retroactive basis.
Taxation of interest in Estonia
Estonian Resident Noteholders
Pursuant to Article 17 (1) of the Estonian Income Tax Act of 1999 (tulumaksuseadus), as amended (the
"EITA"), Estonian resident natural person Noteholders pay income tax at the rate of 20 per cent 2. Income
tax is charged on all interest received by natural persons who are tax residents in Estonia. Natural persons
pay income tax on an annual basis. The interest income is included in the amount based on which the
general income tax allowance is calculated, meaning the interest income may increase the amount of income
(and respectively decrease the amount of income which is subject to allowance) which is subject to tax.
Estonian resident natural persons can postpone tax liability on interest income if they have acquired the
publicly offered financial asset for money held on an investment account and keep the returns from
investment on the investment account as specified in Article 172 of the EITA. Likewise, individuals who
have decided to accumulate their Estonian mandatory funded pension (II Pillar) via pension investment
account (PIA), can also acquire the publicly offered financial asset through PIA and postpone taxation of
income from such assets (incl. interest from the Notes) until such income is withdrawn from the PIA.
In general, interest income earned by resident legal entities is not subject to income tax upon earning. Such
income is included in their profits and taxed upon distribution of profit pursuant to the respective procedures
either at the reduced corporate income tax rate of 14/86 (profit distributions qualifying as "regular" under
the EITA) or at the standard rate of 20/80 (other taxable profit distributions).3
Non-resident Noteholders
The interest income earned by non-resident Noteholders may be subject to taxation in their country of
residence. Estonia generally does not levy tax on interest income earned by non-resident person or entity.
Individual Note Certificates
Noteholders should be aware that, if Individual Note Certificates are issued, holders of any Individual Note
Certificates, who are natural persons, may be required to present evidence of non-Estonian residency or
other evidence as required by the Issuer, to the Issuer or the Paying Agent, in order for payment of interest
not to be subject to withholding of income tax in Estonia (which, as at the date of this Offering Circular, is
charged at a rate of 20 per cent4).
2
A higher income tax rate of 22% will apply as from 01.01.2025. The current rate of 20% is valid until
31.12.2024.
3
The regular dividend distribution arrangement and the reduced CIT rate of 14/86 rate will be abolished
as of 01.01.2025. Starting from 01.01.2025 all profits of Estonian resident legal entities will be taxed at
the flat CIT rate of 22/78.
4
22% as of 01.01.2025.
10268981377-v17 - 94 - 70-41063249
Taxation of capital gains
Estonian Resident Noteholders
The income earned by Estonian tax resident individuals from the sale or exchange of Notes is taxed as profit
from the transfer or exchange of property which is subject to income tax at the rate of 20 per cent5. A
Noteholder has to declare the income and pay the income tax.
Pursuant to Article 37 (1) of the EITA, a resident individual has the right to deduct certified expenses
directly related to the sale of Notes from the resident's gain or to add such expenses to the resident's loss.
The gain or loss derived from the transfer of Notes is the difference between the acquisition cost and the
sale price of the Notes.
Estonian resident individual Noteholders may postpone the taxation of their income derived from the sale
or exchange of the Notes, by using an investment account specified in Article 17 2 of the EITA for the
purposes of making transactions with the Notes and depositing the proceeds from the transfer of Notes in
the investment account. The moment of taxation of the financial income held in an investment account is
postponed until such income is withdrawn from the investment account (i.e. the amount withdrawn from
the account exceeds the amount which had been previously paid in to the account). Likewise, individuals
who have decided to accumulate their Estonian mandatory funded pension via pension investment account,
can postpone taxation of capital gains from the Notes by acquiring the Notes via the PIA, in which case
taxation will occur only upon withdrawal of pension funds from the PIA.
Income earned by resident legal entities from the sale of Notes is not subject to income tax upon receiving
the income. Such income is included in their profits and taxed upon distribution of profits pursuant to
relevant procedures.
Non-resident Noteholders
Income earned from the sale or exchange of Notes is not subject to income tax in Estonia for non-resident
Noteholders. The income earned by non-resident Noteholders may be subject to taxation in their country
of residence.
Financial Transaction Tax
There is no financial transaction tax or similar taxes or levies in Estonia.
5
22% as of 01.01.2025.
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SUBSCRIPTION AND SALE
Notes may be sold from time to time by the Issuer to any one or more of Barclays Bank Ireland PLC and
Citigroup Global Markets Europe AG (the "Dealers"). The arrangements under which Notes may from
time to time be agreed to be sold by the Issuer to, and subscribed by, Dealers are set out in a Dealer
Agreement dated [•] (as amended or restated from time to time, the "Dealer Agreement") and made
between the Issuer and the Dealers. If in the case of any Tranche of Notes the method of distribution is an
agreement between the Issuer and a single Dealer for that Tranche to be issued by the Issuer and subscribed
by that Dealer, the method of distribution will be described in the relevant Pricing Supplement as "Non-
Syndicated" and the name of that Dealer and any other interest of that Dealer which is material to the issue
of that Tranche beyond the fact of the appointment of that Dealer will be set out in the relevant Pricing
Supplement. If in the case of any Tranche of Notes the method of distribution is an agreement between the
Issuer and more than one Dealer for that Tranche to be issued by the Issuer and subscribed by those Dealers,
the method of distribution will be described in the relevant Pricing Supplement as "Syndicated", the
obligations of those Dealers to subscribe the relevant Notes will be joint and several and the names and
addresses of those Dealers and any other interests of any of those Dealers which is material to the issue of
that Tranche beyond the fact of the appointment of those Dealers (including whether any of those Dealers
has also been appointed to act as Stabilisation Manager in relation to that Tranche) will be set out in the
relevant Pricing Supplement.
Any such agreement will, inter alia, make provision for the form and terms and conditions of the relevant
Notes, the price at which such Notes will be subscribed by the Dealer(s) and the commissions or other
agreed deductibles (if any) payable or allowable by the Issuer in respect of such subscription. The Dealer
Agreement makes provision for the resignation or termination of appointment of existing Dealers and for
the appointment of additional or other Dealers either generally in respect of the Programme or in relation
to a particular Tranche of Notes. Each new Dealer so appointed will be required to represent, warrant and
undertake to the following selling restrictions as part of its appointment.
The relevant Dealers will be entitled in certain circumstances to be released and discharged from their
obligations in respect of a proposed issue of Notes under or pursuant to the Dealer Agreement prior to the
closing of the issue of such Notes, including in the event that certain conditions precedent are not delivered
or met to their satisfaction on or before the issue date of such Notes. In this situation, the issuance of such
Notes may not be completed. Investors will have no rights against the Issuer or the relevant Dealers in
respect of any expense incurred or loss suffered in these circumstances.
United States of America: Regulation S Category 1
The Notes have not been and will not be registered under the Securities Act. Subject to certain exceptions,
Notes may not be offered or sold within the United States. Each of the Dealers has agreed that, except as
permitted by the Dealer Agreement, it will not offer, sell or the Notes within the United States. In addition,
until 40 days after the commencement of any offering, an offer or sale of Notes from that offering within
the United States by any dealer whether or not participating in the offering may violate the registration
requirements of the Securities Act.
Notes issued under the Programme have not been and will not be registered under the Securities Act or with
any securities regulatory authority of any state or other jurisdiction of the United States and are subject to
U.S. tax law requirements. Notes may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each
of the Joint Lead Managers has agreed that, except as permitted by the Subscription Agreement, it will not
offer, sell or deliver the Notes within the United States. In addition, until 40 days after commencement of
the offering, an offer or sale of Notes within the United States by a dealer whether or not participating in
the offering may violate the registration requirements of the Securities Act.
United Kingdom
Each Dealer represents, warrants and undertakes that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom.
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The Republic of Estonia
Each Dealer has represented and agreed that it will not offer or sell any Notes, directly or indirectly, in
Estonia or to or for the benefit of any resident of Estonia (which term as used in this paragraph means any
person resident in Estonia, including any corporation or other entity incorporated under the laws of Estonia),
or to others for re-offering or resale, directly or indirectly, in Estonia or to a resident of Estonia other than
(i) to a qualified investor (as defined in Article 1(4) of the Prospectus Regulation), or (ii) otherwise in
compliance with the Estonian Securities Market Act of 2001 (väärtpaberituruseadus), as amended, and any
other applicable laws or regulations of, or applicable in, Estonia, including the Prospectus Regulation.
Singapore
Each Dealer has acknowledged that this Offering Circular has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed that it
has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription
or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation
for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this
Offering Circular or any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than
(i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 (2020
Revised Edition) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section
274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section
275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer
made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred
to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities
and Securities-based Derivatives Contracts) Regulations 2018.
General
No action has been or will be taken in any jurisdiction by the Republic of Estonia or the Dealers that would,
or is intended to, permit a public offering of the Notes, or possession or distribution of this Offering Circular
or any other offering material, in any country or jurisdiction where action for that purpose is required.
Persons into whose hands this Offering Circular comes are required by the Republic of Estonia and the
Dealers to comply with all applicable laws and regulations in each country or jurisdiction in which they
purchase, offer, sell or deliver Notes or have in their possession, distribute or publish this Offering Circular
or any other offering material relating to Notes issued under the Programme, in all cases at their own
expense.
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GENERAL INFORMATION
1. Authorisation
The creation and issue of Notes under this Programme has been authorised by the Ministry of
Finance of the Republic of Estonia in accordance with the Estonian State Budget Act of 2014
(riigieelarve seadus), as amended, and the Regulation of the Government of Estonia No 44 "The
principles of managing the state's cash flows and administering the stabilisation reserve", dated 21
March 2014, as amended (jointly the "Authorisation"). In accordance with the Authorisation, the
Ministry of Finance is authorised to assume debt obligations for the Republic of Estonia within the
maximum permitted balance of the debt obligations of the state determined each year by the state
budget on terms and conditions established by the above regulation.
2. Litigation
There are no litigation or arbitration proceedings against or affecting the Republic of Estonia or
any of its assets, nor is the Republic of Estonia aware of any pending or threatened proceedings,
which are or might be material in the context of the issue of the Notes.
3. Documents available for inspection
In relation to Notes issued under this Programme, copies of the following documents are available
for inspection or collection by Noteholders during normal business hours upon request at all
reasonable times at the Specified Offices of each of the Paying Agents, the initial Specified Offices
of which are set out below or may be provided by email to a Noteholder following their prior
written request to the relevant Paying Agent and provision of proof of holding and identity (in a
form satisfactory to the relevant Paying Agent):
(a) this Offering Circular;
(b) the Agency Agreement;
(c) the Deed of Covenant; and
(d) the relevant Pricing Supplement.
For the avoidance of doubt, unless specifically incorporated by reference into this Offering Circular,
information contained on the website does not form part of this Offering Circular.
This Offering Circular will be available, in electronic format, on the website of Euronext Dublin
(https://live.euronext.com).
4. Clearing of the Notes
The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The
appropriate common code and the International Securities Identification Number (ISIN) in relation
to the Notes of each Tranche will be specified in the relevant Pricing Supplement. The relevant
Pricing Supplement shall specify any other clearing system as shall have accepted the relevant
Notes for clearance together with any further appropriate information.
5. Notes Having a Maturity of Less than One Year
Where Notes have a maturity of less than one year and either (a) the issue proceeds are received
by the Issuer in the United Kingdom or (b) the activity of issuing the Notes is carried on from an
establishment maintained by the Issuer in the United Kingdom, such Notes must: (i) have a
minimum redemption value of £100,000 (or its equivalent in other currencies) and be issued only
to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or who it is reasonable to
expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes
of their businesses; or (ii) be issued in other circumstances which do not constitute a contravention
of section 19 of the FSMA by the Issuer.
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6. Issue Price and Yield
Notes may be issued at any price. The issue price of each Tranche of Notes to be issued under the
Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in
accordance with prevailing market conditions and the issue price of the relevant Notes or the
method of determining the price and the process for its disclosure will be set out in the applicable
Pricing Supplement. In the case of different Tranches of a Series of Notes, the issue price may
include accrued interest in respect of the period from the interest commencement date of the
relevant Tranche (which may be the issue date of the first Tranche of the Series or, if interest
payment dates have already passed, the most recent interest payment date in respect of the Series)
to the issue date of the relevant Tranche.
7. Conflicts of Interest
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services for the Issuer and
its affiliates in the ordinary course of business. Certain of the Dealers and their affiliates may have
positions, deal or make markets in the Notes issued under the Programme, related derivatives and
reference obligations, including (but not limited to) entering into hedging strategies on behalf of
the Issuer and its affiliates, investor clients, or as principal in order to manage their exposure, their
general market risk, or other trading activities.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may
make or hold a broad array of investments and actively trade debt and equity securities (or related
derivative securities) and financial instruments (including bank loans) for their own account and
for the accounts of their customers. Such investments and securities activities may involve
securities and/or instruments of the Issuer and its affiliates. Certain of the Dealers of their affiliates
that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer
and its affiliates consistent with their customary risk management policies. Typically, such Dealers
and their affiliates would hedge such exposure by entering into transactions which consist of either
the purchase of credit default swaps or the creation of short positions in securities, including
potentially the Notes issued under the Programme. Any such positions could adversely affect
future trading prices of Notes issued under the Programme. The Dealers and their affiliates may
also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they
acquire, long and/or short positions in such securities and instruments.
8. Notes
Notes issued under the Programme will bear a legend to the following effect: "Any United States
person who holds this obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code." The sections referred to in such legend provide that a United States person who holds a
Note will generally not be allowed to deduct any loss realised on the sale, exchange or redemption
of such Note and any gain (which might otherwise be characterised as capital gain) recognised on
such sale, exchange or redemption will be treated as ordinary income.
9. The Legal Entity Identifier
The Legal Entity Identifier (LEI) Code of the Issuer is 254900EIG0O7C6C9R437.
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OFFICE OF THE ISSUER
THE REPUBLIC OF ESTONIA
acting through the Ministry of Finance
1, Suur-Ameerika Street
10122 Tallinn
Estonia
ARRANGERS AND DEALERS
Citigroup Global Markets Europe AG Barclays Bank Ireland PLC
Reuterweg 16 One Molesworth Street
60323 Frankfurt am Main Dublin 2
Germany D02RF29
Ireland
FISCAL AGENT, PAYING AGENT AND TRANSFER AGENT
Citibank, N.A., London Branch
Citigroup Centre, Canary Wharf
London E14 5LB
United Kingdom
REGISTRAR
Citibank Europe plc
1 North Wall Quay
Dublin 1
Ireland
LEGAL ADVISERS
To the Issuer as to English law: To the Issuer as to Estonian law:
Freshfields Bruckhaus Deringer LLP Ellex Raidla Advokaadibüroo OÜ
100 Bishopsgate Roosikrantsi 2
London EC2P 2SR Tallinn 10119
United Kingdom Estonia
To the Dealers as to English law: To the Dealers as to Estonian law:
Clifford Chance LLP Advokaadibüroo SORAINEN AS
10 Upper Bank Street Rotermanni 6
London E14 5JJ Tallinn 10111
United Kingdom Estonia
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