KÄSKKIRI
03.07.2024 nr 79
Eesti Vabariigi siseriiklike 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 siseriiklike võlakirjade programm (edaspidi programm)
alljärgnevatel ja käesolevale käskkirjale lisatud võlakirjatingimustes (Lisa 1 Terms and
Conditions of the Bond Programme) kirjeldatud põhitingimustel:
Programmi nimetus: Eesti Vabariigi siseriiklike võlakirjade programm
(Republic of Estonia Domestic Bond 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) 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;
b) 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;
c) tegema kõiki toiminguid punktis 1 nimetatud võlakirjade 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;
d) ostma punktis 1 nimetatud emiteeritud võlakirju riskide ja kulude juhtimise eesmärgil
enne tähtaega tagasi;
e) 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 Terms and Conditions of the Bond Programme
COVER PAGE
REPUBLIC OF ESTONIA
DOMESTIC BOND PROGRAMME
CONTENTS
1. DEFINITIONS............................................................................................................................... 4
2. GENERAL PROVISIONS ......................................................................................................... 10
3. FORM, DENOMINATION, CURRENCY ............................................................................... 10
4. TITLE, TRANSFER, DELIVERY AND TRANSFERABILITY ........................................... 10
5. STATUS ....................................................................................................................................... 11
6. FIXED RATE BOND PROVISIONS ........................................................................................ 11
7. FLOATING RATE BOND PROVISIONS ............................................................................... 12
8. ZERO COUPON BOND PROVISIONS ................................................................................... 13
9. REDEMPTION AND PURCHASE ........................................................................................... 13
10. PAYMENTS................................................................................................................................. 14
11. TAXATION ................................................................................................................................. 15
12. EVENTS OF DEFAULT ............................................................................................................ 15
13. PAYING AGENTS ...................................................................................................................... 16
14. MEETINGS OF BONDHOLDERS AND MODIFICATION ................................................. 16
15. FURTHER ISSUES ..................................................................................................................... 16
16. NOTICES ..................................................................................................................................... 16
17. GOVERNING LAW AND JURISDICTION ............................................................................ 17
ANNEX 1 - FORM OF FINAL TERMS ........................................................................................... 18
ANNEX 2 – PROVISIONS FOR MEETING OF BONDHOLDERS ............................................. 22
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PROGRAMME SUMMARY
Issuer The Republic of Estonia
Dealers Initially AS LHV Pank and Swedbank AS, as may be amended
from time to time
Paying Agent As specified in the Final Terms
Programme size and currency Unlimited/ EUR
Programme term Indefinite
Form Dematerialised book-entry form registered securities
Status Unsecured and unsubordinated debt obligations
Governing law Estonian law
Register Estonian Register of Securities
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TERMS AND CONDITIONS OF THE BOND PROGRAMME
The Republic of Estonia, has established a bond programme (“Programme”) with an unlimited
amount, but at all times subject to the maximum permitted balance of the debt obligations of
the Republic of Estonia determined each year by the state budget on terms and conditions
established by the Estonian State Budget Act (in Estonian: riigieelarve seadus) and the
Regulation of the Government of Estonia No 44 "The principles of managing the state's cash
flows and administering the stabilisation reserve" as first adopted on 21 March 2014 and as
amended from time to time.
This document applicable to the Programme contains the terms and conditions of the bonds (the
“Bonds” and the “Terms”) issued under the Programme, which are subject to the final terms
for each tranche of such Bonds (“Final Terms”). The relevant final terms in relation to any
tranches of Bonds, as the case may be, will specify specific terms and conditions which shall,
to the extent so specified or to the extent inconsistent with these Terms, replace and modify the
following Terms for the purposes of such Bonds. The relevant Final Terms will be attached to
each such tranche. A copy of the Final Terms will be available through the Issuer’s website
(https://fin.ee/en/long-term-debt).
References in these Terms to the Bonds are to the Bonds of the relevant series (“Series”).
1. DEFINITIONS
In these Terms the following expressions have the following meanings, whereas additional
expressions have been defined in other parts of these Terms, where clearly marked so:
“Accrual Yield” has the meaning given in the relevant Final Terms.
“Agency Agreement” means paying agency agreement as may be concluded
between the Issuer and the Paying Agent in relation to the
Bonds and regulating terms and conditions of provision of
paying agency service.
“Base Rate” means the rate as specified in the relevant Final Terms.
“Bond” means a debt obligation issued in accordance with these
Terms and Final Terms.
“Bondholder” means each Person who is a registered holder of a Securities
Account where Bonds are registered or each Person whose
Bonds are registered on a nominee account.
“Business Day” Target Settlement Day and any day on which commercial
banks settle payments.
“Business Day Convention” means the first following day that is a Business Day unless
that day falls in the next calendar month, in which case it
means the first preceding day that is a Business Day.
“Custodian” means any bank or other financial institution of recognised
standing authorised to engage in securities custody business
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with which the Bondholder maintains a securities account in
respect of the Bonds.
“Day Count Fraction” means, in respect of the calculation of an amount for any
period of time, such day count fraction as may be specified
in these Terms or the relevant Final Terms.
“Dealers” has the meaning given in the relevant Final Terms.
“Determination Date” means a date for determining the Rate of Interest for the
following Interest Period as specified in the relevant Final
Terms.
“DVP” means delivery versus payment settlement method, where
the money and securities move between the investors at the
same time.
“€STR” means in respect of any Target Settlement Day, 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).
“EUR” means the lawful currency of Estonia.
“EURIBOR” EURIBOR means:
(a) the euro interbank offered rate administered by
the European Money Markets Institute (or any
other person which takes over the administration
of that rate) (“Screen Rate”). If such page or
service ceases to be available, the Issuer (or
Paying Agent, in case Paying Agent has been
appointed in relation to the Bonds) may specify
another page or service displaying the relevant
rate after consultation with the Bondholders;
(b) (if no Screen Rate referred to in item (a) above
is available for the relevant period) the rate
(rounded to the same number of decimal places
as the two relevant Screen Rates) which results
from interpolating on a linear basis between: (i)
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the applicable Screen Rate for the longest period
(for which that Screen Rate is available) which
is less than the relevant period; and (ii) the
applicable Screen Rate for the shortest period
(for which that Screen Rate is available) which
exceeds the relevant period, (“Interpolated
Screen Rate”); or
(c) (if no Screen Rate referred to in item (a) above
is available for the relevant period and it is not
possible to calculate an Interpolated Screen Rate
referred to in item (b) above), the rate with
which the Screen Rate is replaced by majority of
Estonian commercial banks as the new market
practice, as determined by the Issuer (or Paying
Agent, in case Paying Agent has been appointed
in relation to the Bonds), on the Determination
Date for euro and for a period equal in length to
the applicable EURIBOR Tenor and, if that rate
is less than zero, the rate shall be deemed to be
zero.
“EURIBOR Tenor” means the tenor of EURIBOR used to calculate applicable
Rate of Interest as specified in the relevant Final Terms.
“Final Redemption Date” means the date of ordinary redemption of the Series of
Bonds as specified in the relevant Final Terms.
“Final Terms” means the final terms applicable to the Bonds of each
Tranche as set out in the Final Terms.
“Fixed Rate Bonds” means Bond in relation to which fixed interest will be
payable on the Interest Payment Date(s) as specified in the
relevant Final Terms.
“Fixed Rate Bond means Bond provisions applicable solely to the Fixed Rate
Provisions” Bonds.
“Floating Rate Bonds” means Bonds which will bear interest at a rate determined
on the basis of a Reference Rate which will be added to the
Base Rate as specified in the relevant Final Terms.
“Floating Rate Bond means Bond provisions applicable solely to the Bonds with
Provisions” floating Rate of Interest as specified in the relevant Final
Terms.
“FOP” means free of payment settlement method, where only the
securities move, and the money is transferred later or not at
all.
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“Interest Payment Date” means the date or dates as specified in the relevant Final
Terms or, to the extent such day is not a Business Day, the
first Business Day following such day.
“Interest Period” means each period beginning on (but excluding) the Issue
Date or any Interest Payment Date and ending on (and
including) the next succeeding Interest Payment Date (or a
shorter period if relevant).
“Issue Date” means the date when the Bond is deemed to be issued as
specified in the relevant Final Terms.
means the price payable for one Bond upon the issue thereof
“Issue Price"
as specified in the relevant Final Terms.
“Issuer” means the Republic of Estonia (represented by the Ministry
of Finance).
“Issuer Call Option” means a right of the Issuer to redeem the Bonds before the
Final Redemption Date.
“Maximum Rate of Interest” means the upper limit (cap) to the Rate of Interest payable
in relation to Floating Rate Bonds as specified in the relevant
Final Terms.
“Minimum Rate of Interest” Means the lower limit (floor) to the Rate of Interest payable
in relation to Floating Rate Bonds as specified in the relevant
Final Terms.
“Nominal Amount” has the meaning as specified in the relevant Final Terms
“Optional Redemption means, in respect of any Bond, its nominal amount or such
Amont (Call)” other amount as may be specified in, or determined in
accordance with, the relevant Final Terms, in case optional
redemption is exercised at the option of the Issuer.
“Optional Redemption means, in respect of any Bond, its nominal amount or such
Amount (Put)” other amount as may be specified in, or determined in
accordance with, the relevant Final Terms, in case optional
redemption is exercised at the option of the Bondholder.
“Optional Redemption Date has the meaning given in the relevant Final Terms.
(Call)”
“Optional Redemption Date has the meaning given in the relevant Final Terms.
(Put)”
“Paying Agent” has the meaning given in the relevant Final Terms.
“Person” means any individual, company, corporation, firm,
partnership, joint venture, association, organisation, state or
7
agency of a state or other entity, whether or not having
separate legal personality.
“Programme” means the issue of the Bonds in one or several Series in
accordance with these Terms.
“Put Option” means a right of a Bondholder to demand redemption of the
Bonds.
“Put Option Notice” means a notice which must be delivered to the Issuer (or
Paying Agent, in case Paying Agent has been appointed in
relation to the Bonds)by any Bondholder wanting to exercise
a right to redeem a Bond at the option of the Bondholder.
“Rate of Interest” means the rate or rates (expressed as a percentage per
annum) of interest payable in respect of the Bonds specified
in the relevant Final Terms or calculated or determined in
accordance with the provisions of these Terms and/or the
relevant Final Terms.
“Record Date” means the second (2nd) Business Day prior to (i) an Interest
Payment Date, (ii) a Redemption Date, or (iii) a date on
which a payment to the Bondholders is to be made under
Clause 10 (Payments).
“Redemption Date” means the date on which the relevant Bonds are to be
redeemed or purchased back by the Issuer in accordance
with Section 9 (Redemption and Purchase).
“Reference Price” has the meaning given in the relevant Final Terms.
“Reference Rate” means EURIBOR or €STR as specified in the relevant Final
Terms.
“Register” means Estonian Register of Securities operated by Nasdaq
CSD SE (register code 40003242879, registered address
Vaļņu iela 1, Rīga LV-1050, Latvia) Estonian branch
(register code 14306553, registered address Maakri tn 19/1,
10145 Tallinn, Estonia).
“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 Final
Terms, 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.
“Securities Account” means the account for dematerialised securities maintained
by the Register pursuant to the Securities Register
8
Maintenance Act (in Estonian: väärtpaberite registri
pidamise seadus) in which (i) an owner of such security is
directly registered as a holder of the securities account or (ii)
an owner’s holding of securities is registered in the name of
a nominee in a nominee account.
“Series” means a tranche of Bonds, together with any further Tranche
or Tranches of Bonds that, in relation to each other and to
the first Tranche of Bonds, are (i) identical in all respects
except for Issue Price and Issue Date, and (ii) expressed to
be consolidated and form a single series, and includes the
Bonds of any Series and any further issuance of Bonds of
such Series.
“Target Settlement Day” means any day on which T2 real-time gross settlement
system owned and operated by the Eurosystem is open for
the settlement of payments in euro.
“Terms” means these terms.
“Total Aggregate means the total aggregate Nominal Amount of the Bond on
Outstanding Nominal the Issue Date as reduced by any partial redemption or
Amount” purchase of the Bonds by the Issuer in accordance with
Subsection 9.6 of these Terms from time to time.
“Tranche” means a portion of Bonds issued under respective Series
which may differ from the other Tranches within the same
Series by having different Issue Price and Issue Date.
“Webpage” means : https://fin.ee/en/long-term-debt.
“Zero Coupon Bonds” means Bonds that are offered and sold at a discount to their
nominal amount and will not bear interest.
“Zero Coupon Bond means Bond provisions applicable to the Zero Coupon
Provisions” Bonds as specified in the relevant Final Terms.
In these Terms:
(d) the word “herein” and similar words refer to these Terms and not to any particular
section or any other subdivision of these Terms;
(e) when reference is made to a number of days, such number shall refer to calendar
days, unless Business Days are specified;
(f) references to the word “include” or “including” (or any similar term) are not to be
construed as implying any limitation and general words introduced by the word
“other” (or any similar term) shall not be given a restrictive meaning by reason of
the fact that they are preceded by words indicating a particular class of acts, matters
or things;
(g) any agreement or instrument is a reference to that agreement or instrument as
supplemented, amended, novated, extended, restated or replaced from time to time;
9
(h) “regulation” includes any regulation, rule or official directive (whether or not
having the force of law) of any governmental, intergovernmental or supranational
body, agency or department;
(i) a provision of law is a reference to that provision as amended or re-enacted; and
(j) a time of day is a reference to Estonian local time (EET and EEST respectively).
2. GENERAL PROVISIONS
2.1. The Issuer has established a Programme for the issuance of Bonds.
2.2. Bonds are issued by the Republic of Estonia acting through the Ministry of Finance
of the Republic of Estonia. Bonds are issued by the Ministry of Finance on behalf of
and in the name of the Republic of Estonia pursuant to the authority granted by the
State Budget Act.
2.3. Bonds issued under the Programme are issued in Series and the Bonds of each Series
will all be subject to identical terms whether as to currency, denomination, interest,
maturity or otherwise. Each Series may comprise one or more Tranches of the Bonds.
The Issue Price and Issue Date may differ from the other Tranches within the same
Series. Each Tranche is subject to a Final Terms which specify and supplement these
Terms. Therefore, the terms and conditions applicable to any particular Tranche of
Bonds are these Terms as supplemented, amended, and/or replaced by the relevant
Final Terms. In the event of any inconsistency between these Terms and the relevant
Final Terms, the relevant Final Terms shall prevail.
2.4. Each Bond will be identified by an ISIN code. Bonds issued within the same Series
will be given the same ISIN code.
2.5. Neither these Terms nor any documents related to offering of the Bonds under the
Programme are or will be registered with the Estonian Financial Supervision and
Resolution Authority (in Estonian: Finantsinspektsioon) and issuances of the Bonds
under the Programme are exempted from the obligation to register and publish a
prospectus in accordance with Article 1(2)(b) of the Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on a
regulated market, and repealing Directive 2003/71/EC and Subsection 14(2) of the
Securities Market Act (in Estonian: väärtpaberituru seadus).
3. FORM, DENOMINATION, CURRENCY
3.1. Form. The Bonds are issued in dematerialised book-entry form and registered in the
Register. The Bonds are not numbered.
3.2. Denomination. The Bonds will be issued in such denominations as may be specified
in the relevant Final Terms.
3.3. Currency. The Bonds will be denominated in EUR.
4. TITLE, TRANSFER, DEL IVERY AND TRANSFERAB ILITY
4.1. Title. The title to the Bonds passes by making relevant entry in the Register. Title to
the Bonds belongs to the person in whose name the Bonds are registered in the
10
Register or, in case the Bonds are held in a nominee account, to the person whose
Bonds are being held in such nominee account.
4.2. Transfer. The Bonds can be transferred by initiating respective transfers through the
securities accounts with the Register. The title to the Bonds passes by registration of
change of ownership in the Register.
4.3. Delivery. The Issuer organises the registration of the Bonds in the Register and their
deletion from the Register upon the redemption of the Bonds. Only persons who have
securities accounts (whether directly or via a nominee structure) with the Register
can subscribe for or purchase the Bonds.
4.4. Transferability. The Bonds are freely transferable; however, any Bondholder
wishing to transfer the Bonds must ensure that any offering related to such transfer
would not be qualified as an offering that requires the publication of a prospectus
within the meaning of applicable law. Ensuring that any offering of the Bonds does
not require publication of a prospectus under the applicable law is the obligation and
sole liability of the Bondholder. The Register may temporarily block the Bonds on a
Bondholder’s securities account to ensure performance of corporate actions regarding
the Bonds.
4.5. Costs. The issue and transfer of a Bond will be effected without charge by or on
behalf of the Issuer. However, the investors and Bondholders may be obliged to cover
expenses which are related to the opening of securities accounts with respective
service providers, as well as commissions which are charged by such service
providers in relation to the execution of the subscription or transfer instructions of the
Bonds, the holding of the Bonds or any other operations in relation to the Bonds.
5. STATUS
5.1. The Bonds are the direct, unconditional, unsubordinated and unsecured obligations
of the Issuer and rank pari passu, without preference among themselves, with all
other unsecured and unsubordinated liabilities 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 liabilities and,
in particular, shall have no obligation to pay other liabilities (irrespective of the
creditor) at the same time as payment of sums due on the Bonds issued under the
Programme.
5.2. No Bondholder shall be entitled to exercise any right of set-off or counterclaim
against moneys owed by the Issuer in respect of such Bonds.
6. FIXED RATE BOND PROVISIONS
6.1. Application. This Section 6 is applicable to the Bonds for which the Fixed Rate Bond
Provisions are specified in the relevant Final Terms as being applicable.
6.2. Accrual of interest. The Bonds shall bear interest on their Nominal Amount from
the day immediately following the Issue Date (as specified in the Final Terms) to,
and including, the date of any final redemption at the Rate of Interest per annum
specified in the Final Terms. Such interest will be payable in arrear on each Interest
Payment Date as is specified in the relevant Final Terms and on the date of any final
11
redemption, subject to as provided in Section 10 (Payments). Each Bond will cease
to bear interest after the Final Redemption Date.
6.3. Fixed Interest Rate. The amount of interest payable in respect of each Bond for any
Interest Period shall be the fixed coupon amount as calculated in accordance with
Subsection 6.4.
6.4. Calculation of Interest amount. The amount of interest payable in respect of each
Bond shall be calculated by applying the Rate of Interest to the Nominal Amount,
whereas taking into account the applicable Day Count Fraction.
The determination by the Issuer (or Paying Agent, in case Paying Agent has been
appointed in relation to the Bonds) of all amounts of interest for the purposes of this
Section 6 shall, in the absence of manifest error, be final and binding on all parties.
7. FLOATING RATE BOND P ROVISIONS
7.1. Application. This Section 7 is applicable to the Bonds only for which the Floating
Rate Bond Provisions are specified in the relevant Final Terms as being applicable.
7.2. Accrual of interest. The Bonds shall bear interest on their Nominal Amount from
the day immediately following the Issue Date (as specified in the Final Terms) to,
and including, the date of any final redemption at the Rate of Interest per annum
specified in the Final Terms. Such interest will be payable in arrear on each Interest
Payment Date as is specified in the relevant Final Terms and on the date of any final
redemption, subject to as provided in Section 10 (Payments). Each Bond will cease
to bear interest after the Final Redemption Date.
7.3. Interest Rate Determination. The Rate of Interest for each Interest Period will,
subject to as provided below, be the Base Rate plus Reference Rate as specified in
the relevant Final Terms.
7.4. Maximum or Minimum Rate of Interest. If any Maximum Rate of Interest or
Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of
Interest shall in no event be greater than the maximum or be less than the minimum
specified.
7.5. Calculation of Interest Rate. The Issuer will, on the Determination Date, calculate
the Rate of Interest applicable in relation to the Bond for the following Interest Period.
7.6. Publishing Interest Rate. The Issuer will cause each Rate of Interest determined by
it, together with the relevant Interest Payment Date and other relevant information to
be notified to the stock exchange onto which the Bonds have then been admitted to
trading as soon as practicable after such determination, but in any event not later than
on the first day of the relevant Interest Period. Notice thereof shall also promptly be
given to the Bondholders through the Webpage or by way announcement via stock
exchange where the Bonds have been admitted to trading on a regulated market.
7.7. Calculation of Interest amount. The amount of interest payable in respect of each
Bond shall be calculated by applying the Rate of Interest to the Nominal Amount,
whereas taking into account the applicable Day Count Fraction.
The determination by the Issuer (or Paying Agent, in case Paying Agent has been
appointed in relation to the Bonds) of all amounts of interest for the purposes of this
Section 7 shall, in the absence of manifest error, be final and binding on all parties.
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8. ZERO COUPON BOND PRO VISIONS
8.1. Application. This Section 8 is applicable to the Bonds for which the Zero Coupon
Bond Provisions are specified in the relevant Final Terms as being applicable.
8.2. Late payment on Zero Coupon Bonds. If the Redemption Amount payable in
respect of any Zero Coupon Bond is not paid in due time, the Redemption Amount
shall thereafter be an amount equal to the sum of:
(a) the Reference Price;
(b) the sum 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 Bond up to that day are received by or on behalf of
the relevant Bondholder; or (ii) in case Paying Agent has been appointed, the day
which is seven days after the Paying Agent has notified the Bondholders that it has
received all sums due in respect of the Bonds up to such seventh day (except to the
extent that there is any subsequent default in payment).
9. REDEMPTION AND PURCH ASE
9.1. Redemption at maturity. Unless previously redeemed, or purchased and cancelled
in accordance with the provisions of this Section 9 and Section 10 (Payments), the
Issuer shall redeem all, but not only some, of the Bonds in full on the Final
Redemption Date (or, to the extent such day is not a Business Day and if permitted
under the Register’s applicable regulations, on the Business Day following from an
application of the Business Day Convention, and otherwise on the first following
Business Day), with an amount per Bond equal to the Nominal Amount together with
accrued but unpaid interest and other amounts payable by the Issuer in relation to the
Bonds.
9.2. Redemption at the option of the Issuer. If Issuer Call Option is specified in the
relevant Final Terms as being applicable, the Bonds may be redeemed at the option
of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any
Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call)
on the Issuer giving not less than 30 nor more than 60 days’ notice to the Bondholders,
or such other period(s) as may be specified in the relevant Final Terms (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 Bonds or, as the case may be, the Bonds specified in such
notice on the relevant Optional Redemption Date (Call) at the applicable amount
specified in the relevant Final Terms (together, if appropriate, with accrued interest
to (but excluding) the relevant Optional Redemption Date (Call))).
9.3. Partial redemption. If the Bonds are to be redeemed in part only on any date in
accordance with Subsection 9.2 (Redemption at the option of the Issuer), the Issuer
shall redeem a portion of the Total Aggregate Outstanding Nominal Amount of the
Bonds at its discretion, subject to applicable laws and regulations. The redemption
amount for each Bond shall be determined based on a pro rata allocation of the Total
Aggregate Outstanding Nominal Amount among all outstanding Bonds to be
redeemed. Any accrued and unpaid interest on the redeemable amount of the Bonds
up to the redemption date shall be paid along with the redemption amount. Such
13
redemption shall not alter the terms or obligations of the remaining outstanding
Bonds.
9.4. Redemption at the option of Bondholders. If the Put Option is specified in the
relevant Final Terms as being applicable, the Issuer shall, at the option of the
Bondholder redeem such Bond 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 (but excluding) the relevant Optional
Redemption Date (Put). To exercise such Put Option, the Bondholder must submit a
duly completed Put Option Notice in the form obtainable from the Issuer
accompanied by evidence showing that the relevant Bondholder is the holder of the
relevant Bonds at the time the Put Option Notice is exercised. The Put Option Notice
shall be provided by the Bondholder to the Issuer 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 Final Terms). Evidence showing that the relevant
Bondholder is the holder of the relevant Bonds at the time the Put Option Notice is
exercised may be provided in the form of a certificate issued by the relevant
Custodian or in any other suitable manner. Submitted Put Option Notice may not be
withdrawn without the prior consent of the Issuer.
9.5. No other redemption. The Issuer shall not be entitled to redeem the Bonds otherwise
than as provided in Subsections 9.1 to 9.4 above.
9.6. Purchase. The Issuer may at any time purchase Bonds in the open market or
otherwise at any price.
9.7. Cancellation. All Bonds redeemed or purchased in accordance with this Section 9
will be cancelled and may not be reissued or resold.
10. PAYMENTS
10.1. Eligibility. Any payment or repayment related to the Bonds, or any amount due in
respect of redemption of any Bonds, shall be made to such Person who is registered
as a Bondholder on the Record Date prior to the relevant payment date. Any payment
from the Issuer to the Bondholder under these Terms shall be considered as duly made
as from the moment when the respective amount has been made by a complete
payment of such due amount in euro to the Bondholder (or to Paying Agent, in case
Paying Agent has been appointed in relation to the Bonds).
10.2. Transfer of payment. Any payments will be transferred to the Bondholder (directly
or through its securities account manager) registered with the Register on the Record
Date. Should the Register, due to a delay on behalf of the Issuer or some other
obstacle not related to the Register, not be able to effectuate payments as aforesaid,
the Issuer shall procure that such amounts are paid to the Persons who are registered
as Bondholders on the relevant Record Date as soon as possible after such obstacle
has been removed.
10.3. Delay in making payment. If, due to any obstacle attributable to the Register, the
Issuer cannot make a payment or repayment, such payment or repayment may be
postponed until the obstacle has been removed. For the avoidance of doubt, any such
delay will not be considered as late payment by the Issuer.
10.4. Fees, expenses. The Issuer shall pay any registration fee in connection with the issue
of the Bonds (including fees related to admission of the Bonds to trading on a stock
14
exchange, if applicable), but not in respect of trading in the secondary market. All
payments in respect of the Bonds 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 Section 11 (Taxation).
11. TAXATION
All payments of principal and interest in respect of the Bonds 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 (e.g.,
withholding tax at the rate of 20 percent (as of 01.01.2025 22 percent) as may be
amended from time to time will be levied on the taxable interest payments made by
the Issuer to Estonian resident natural person Bondholders). In that event, the
Bondholders will not be entitled to receive grossed-up amounts to compensate for
such withholding or deduction, nor be reimbursed for the amount of any shortfall.
12. EVENTS OF DEFAULT
12.1. Events of Default. If any of the following events occurs and is continuing:
(a) non-payment: the Issuer fails to pay any amount of principal in respect of the Bonds
within 30 days of the due date for payment thereof, or fails to pay any amount of
interest in respect of the Bonds within 30 days of the due date for payment thereof;
or
(b) breach of other obligations: the Issuer defaults in the performance or observance of
any of its other obligations under or in respect of the Bonds (except in 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 following
the service by any Bondholder to the Issuer of notice requiring the same to be
remedied,
then the Bondholders of at least 25 per cent. in the Total Aggregate Outstanding
Nominal Amount of the Bonds may, by notice in writing to the Issuer, declare all
the Bonds to be immediately due and payable, whereupon they shall become
immediately due and payable at their Nominal Amount together with accrued
interest without further action or formality. The Issuer shall make notice of any such
declaration promptly available to all other Bondholders either by publishing it on
the Webpage or by way announcement via stock exchange where the Bonds have
been admitted to trading.
12.2. Withdrawal. If the Issuer receives notice in writing from Bondholders of at least 50
per cent. in Total Aggregate Outstanding Nominal Amount of the Bonds 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 Bondholders wish the relevant declaration to be withdrawn, the Issuer shall give
notice thereof to all other Bondholders, whereupon the relevant declaration shall be
15
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 Bondholder in relation thereto.
13. PAYING AGENTS
13.1. The Issuer shall have a sole discretion to appoint a Paying Agent in relation to the
Bonds. In case a Paying Agent is appointed in relation to the Bonds, this is specified
in the relevant Final Terms.
13.2. In acting under the Agency Agreement and in connection with the Bonds the Paying
Agent(s) act solely as agent(s) of the Issuer and do not assume any obligations
towards or relationship of agency for or with any of the Bondholders.
13.3. The Issuer reserves the right at any time to vary or terminate the appointment of any
Paying Agent and to appoint a successor agent.
13.4. Notice of any change in any of the Paying Agents shall promptly be given to the
Bondholders.
14. MEETINGS OF BONDHOLDERS AND MODIFICATION
14.1. Circumstances may arise that call for requesting Bondholders’ written or electronic
consent by the Issuer to consider the modification or waiver of the Terms (incl. Final
Terms), whereas any modification of these Terms (incl. Final Terms) may only be
made as proposed by the Issuer. A meeting of Bondholders may be held
electronically.
14.2. The procedure regarding meetings of the Bondholders (including holding the meeting
electronically) has been set out in the Annex 2 to these Terms.
15. FURTHER ISSUES
The Issuer may from time to time, without the consent of the Bondholders, create and issue
further bonds having the same terms and conditions as the Bonds in all respects (or in all
respects except for the Issue Date and Issue Price) so as to form a single Series with the Bonds.
16. NOTICES
16.1. All notices and documents addressed to the Issuer should be submitted in written
format or in format that can be reproduced in writing, using the following official
contact information of the Issuer:
Attn: State Treasury
Ministry of Finance of the Republic of Estonia
Suur-Ameerika 1, Tallinn 10122 Estonia
[email protected]
16.2. All notices and documents addressed to the Bondholders should be submitted in
written format or in format that can be reproduced in writing and published in the
following manner:
16
(a) in case the Bonds are listed and admitted to trading on a stock exchange – by way
of announcement via stock exchange where the Bonds have been admitted to
trading.
(b) in case of unlisted Bonds - by way of publishing such notice on the Webpage or
sending it by e-mail to the Bondholder at their e-mail address.
16.3. Any such notice will be deemed to have been validly given on the next Business Day
after sending the notice by e-mail (either by the Issuer or Bondholder), on the fourth
Business Day after sending the notice by regular mail (by the Issuer or Bondholder),
and on the same Business Day as publishing the notice through the information
system of the stock exchange (by the Issuer).
17. GOVERNING LAW AND JU RISDICTION
17.1. Governing law. These Terms, any Bonds issued under these Terms and any non-
contractual obligations arising out of or in connection therewith, shall be governed
by and construed in accordance with the laws of the Republic of Estonia.
17.2. Jurisdiction. Any dispute or claim arising in relation to these Terms shall be
determined by Estonian courts and the Harju County Court shall be the court of first
instance.
17
ANNEX 1 - FORM OF FINAL TERMS
The Final Terms in respect of each Tranche of Series of Bonds will be substantially in the
following form, duly supplemented (if necessary), amended (if necessary) and completed to
reflect the particular terms of the relevant Bonds and their issue. Text in this section appearing
in italics does not form part of the Final Terms but denoted directions for completing the Final
Terms.
Final Terms dated [●]
THE REPUBLIC OF ESTONIA
Issue of [Aggregated Nominal Amount of (Tranche of) Series] [Title of Bonds]
under the Bond Programme of the Republic of Estonia dated [●]
This documents constitutes the Final Terms relating to the issue of the Bonds described herein
and must be read in conjunction with the Bond Programme dated [●]. Terms used herein shall
have the same meaning as stipulated in the Bond Programme.
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 or sub-paragraphs.
1. Issuer: The Republic of Estonia
2. Paying Agent: [ ]
3. [(i)] Series Number: [ ]
[(ii)] Tranche Number: [ ]
4. Specified currency: EUR
5. Nominal Amount:
[(i)] Series: [ ]
[(ii)] Tranche: [ ]
6. Issue Price: [ ]
7. Issue Date: [ ]
8. Final Redemption Date: [ ]
9. Interest Basis: [[ ]%. Fixed Rate]
[[specify Base Rate] + EURIBOR / €STR].
Floating Rate]
[Zero Coupon]
(See points 16, 17, 18 below)
18
10. Redemption/Payment Basis: [Redemption at par] / [other]
11. Issuer Call Option [ ]
[(further particulars specified below)]
12. Bondholder Put Option [ ]
[(further particulars specified below)]
13. Status of the Bonds: Unsecured/Unsubordinated
14. Date of approval for the issuance [ ]
of the Bonds
15. Listing: [Application has been made for the Bonds to be
admitted to trading on the Official List of the
Nasdaq Tallinn Stock Exchange].
[The Bonds will not be listed on stock
exchange].
PROVISIONS RELATED TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Bond Provision [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
[●] per cent. per annum payable [annually /
Rate of Interest:
semi-annually / quarterly / monthly] in arrear on
each Interest Payment Date
Interest Payment Date(s): [●] in each year
Day Count Fraction: [30/360 / Actual/Actual / other]
Other terms relating to the method [Not Applicable / [●]]
of calculating interest for Fixed
Rate Bonds:
17. Floating Rate Bond Provision [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
Interest Period(s) [ ]
Interest Payment Date(s): [●] in each year
Day Count Fraction: [30/360 / Actual/Actual / other]
Party responsible for calculating [Issuer / [●]]
the Interest Rate:
19
Determination Date: [ ]
Base Rate: [ ]per cent. per annum
Reference Rate: [EURIBOR / €STR]
EURIBOR Tenor: [[1W/1M/3M/6M/1Y/other] / Not Applicable]
Minimum Rate of Interest: [[ ]per cent. per annum / Not Applicable]
Maximum Rate of Interest: [[ ]per cent. per annum / Not Applicable]
18. Zero Coupon Bond Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
Accrual Yield: [ ]per cent. per annum
Reference Price: [ ]
Any other formula/basis of [ ]
determining amount payable
PROVISIONS RELATED TO REDEMPTION
19. Call Option [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
Optional Redemption Date(s) [ ]
Optional Redemption Amount(s) [ ]
per one Bond:
If redeemable in part:
- Minimum Redemption [ ]
Amount
- Maximum Redemption [ ]
Amount
Notice period (if other than as set [ ]
out in Section 9 of the Bond
Programme):
20. Put Option [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
Optional Redemption Date(s) [ ]
20
Optional Redemption Amount(s) [ ]
per one Bond:
Notice period (if other than as set [ ]
out in Section 9 of the Bond
Programme):
OTHER
21. Names of Dealers: [ ]
22. ISIN code: [ ]
23. Delivery: [FOP/DVP]
24. Collective Action Clause: [2012 CAC] / [2022 CAC]
Signed on behalf of
THE REPUBLIC OF ESTONIA,
ACTING THROUGH THE MINISTRY OF FINANCE
_____________________
[name]
[position]
21
ANNEX 2 – PROVISIONS FOR MEETI NG OF BONDHOLDERS
PART I
The provisions of this Part I apply to issuances of Bonds where Collective Action Clause "2012
CAC" is specified in the applicable Final Terms.
1. General Definitions
For the purposes of Part I of this Annex:
"Cross-Series Modification" means a modification involving (i) the Bonds of any
Series or any agreement governing the issuance or administration of the Bonds of any
Series, 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 Bonds 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;
"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", in relation to a Bonds of any Series, means the person who is a registered
holder of a Securities Account where Bonds are registered or each Person whose Bonds
are registered on a nominee account and in relation to any other debt security means the
person the Issuer is entitled to treat as the legal holder of the debt security under the law
governing that debt security;
"meeting" means a meeting convened pursuant to Part I of this Annex by the Issuer
and whether held as a physical meeting or as a virtual meeting;
"modification" in relation to the Bonds means any modification, amendment,
supplement or waiver of the terms and conditions of the Bonds or any agreement
governing the issuance or administration of the Bonds, and has the same meaning in
relation to the Debt Securities of any other series save that any of the foregoing
references to the Bonds or any agreement governing the issuance or administration of
the Bonds 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 Bond of a Series, means a Bond of such Series that is
outstanding within the meaning of the paragraph 2.7 below and, in relation to the Debt
Securities of any other Series, will be determined in accordance with paragraph 2.8
below and the applicable terms and conditions of that Debt Security;
"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 Bonds of a Series and, in the case of a Cross-Series
22
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 Bonds of any Series, means any modification of
the terms and conditions of the Bonds of such Series or of any agreement governing the
issuance or administration of the Bonds of such Series that would:
(a) change the date on which any amount is payable on the Bonds of such Series;
(b) reduce any amount, including any overdue amount, payable on the Bonds of
such Series;
(c) change the method used to calculate any amount payable on the Bonds of such
Series;
(d) reduce the redemption price for the Bonds of such series or change any date on
which the Bonds of such Series may be redeemed;
(e) change the currency or place of payment of any amount payable on the Bonds
of such Series;
(f) impose any condition on, or otherwise modify, the Issuer's obligation to make
payments on the Bonds of such Series;
(g) change any payment-related circumstance under which the Bonds of such Series
may be declared due and payable prior to their stated maturity;
(h) change the seniority or ranking of the Bonds of such Series;
(i) change the law governing the Bonds 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 Bonds of such Series;
(k) change the principal amount of outstanding Bonds 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 Bonds
of such Series, the principal amount of outstanding Bonds of such Series
required for a quorum to be present, or the rules for determining whether a Bond
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 Bonds or any agreement governing the issuance
or administration of the Bonds 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 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
23
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 Bonds of any Series and any further issuances of Bonds 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
expressly provide for the accrual of interest.
References in this Part I of Annex 2 to a numbered paragraph or paragraphs are to the
paragraphs contained in this Part I of Annex 2. The terms with capital letters that have
not been defined in this Part I of Annex 2, but used in this part, shall have the meaning
as defined in the Terms.
2. Modification of Bonds
2.1 Reserved Matter Modification
The Terms and any agreement governing the issuance or administration of the Bonds of
any Series 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 Bonds of such Series represented
at a duly called meeting of Bondholders 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 Bonds of such Series then outstanding.
2.2 Cross-Series Modification
In the case of a Cross-Series Modification, the Terms of Bond of a Series and Debt
Securities of any other series, and any agreement governing the issuance or
administration of the Bonds of a Series 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,
24
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
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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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
25
The Terms of the Bonds of a Series and any agreement governing the issuance or
administration of the Bonds of a 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 a holder or holders of more than 50 per cent. of the
aggregate principal amount of the outstanding Bonds of such Series represented
at a duly called and quorate meeting of Bondholders 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 Bonds of such Series.
2.6 Zero-Coupon Obligations
2.6.1 In determining whether a proposed modification has been approved by the
requisite principal amount of Bonds of a Series and Debt Securities of one or
more other Series if the modification involves a Zero Coupon Obligations, 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;
2.6.2 For purposes of paragraph 2.6.1 above, 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 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.
2.7 Outstanding Bonds
In determining how many Bonds are outstanding or whether holders of the requisite
principal amount of outstanding Bonds of a Series have voted in favour of a proposed
modification or whether a quorum is present at any meeting of Bondholders of a Series
called to vote on a proposed modification, a Bond 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 Bond has previously been cancelled;
2.7.2 the Bonds 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
Bond in accordance with its terms;
2.7.3 the Bond has become void or claims in respect of the Bond have become
prescribed;
26
2.7.4 the Bond 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 Bond held by
any such above-mentioned corporation, trust or other legal entity, the holder of
the Bond does not have autonomy of decision, where:
(i) the holder of a Bond for these purposes is the entity legally entitled to
vote the Bond 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 Bond for or against
a proposed modification;
(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; and
(iii) the holder of a Bond 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 Bonds (if that person then held any
Bonds) 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 Bonds 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
2.7.4:
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 Bonds; and
2.9.3 does not have autonomy of decision in respect of its holdings of the relevant
Bonds.
2.10 Exchange and Conversion
Any duly approved modification of the Terms of the Bonds of a Series may be
implemented by means of a mandatory exchange or conversion of the Bonds of such
Series for new Debt Securities containing the modified terms and conditions if the
proposed exchange or conversion is notified to Bondholders 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 Bondholders 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 2.7.4 to be not outstanding on the Record Date;
and
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3.2.3 identifying the holders of the Bonds 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
Bondholders of the relevant Series unless:
3.3.1 an affected Bondholder 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 Bondholders of such Series if:
(a) the objection is subsequently withdrawn;
(b) the Bondholder 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. Bondholder 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 Bondholders 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 Bondholders 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 Bonds
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
Bonds of the relevant Series then outstanding.
4.3 Notice of Meetings
The notice convening a meeting of Bondholders 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
Bondholder 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
Bondholder’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) to the
Bondholders. 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 Bondholders of a Series will be appointed:
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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 Bonds 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 Bondholders 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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
Bonds of a Series will be valid for all purposes as if it was a resolution passed at a
meeting of Bondholders 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 Bondholders of such Series.
4.9 Entitlement to Vote
Any person who is a holder of an outstanding Bond 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 Bond of a Series on the Record Date for a proposed modification, will be
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entitled to vote on the proposed modification at a meeting of Bondholders 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
Bonds of the relevant Series represented at a duly called meeting or to a vote of the
holders of all outstanding Bonds of the relevant Series by means of a written resolution
without the 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 Bonds of such
Series.
For these purposes of a Cross-Series Modification involving a Zero Coupon Obligation,
the principal amount of each such Zero Coupon Obligation will be determined in
accordance with paragraph 2.6.2.
4.11 Proxies
Each holder of an outstanding Bond may, by an instrument in writing executed on behalf
of the holder and delivered to the Issuer not less than 48 hours before the time fixed for
a meeting of Bondholders or the signing of a written resolution, appoint any person (a
“proxy”) to act on the holder's behalf in connection with any meeting of Bondholders
at which the holder is entitled to vote or the signing of any written resolution that the
holder is entitled to sign. Appointment of a proxy pursuant to any form other than the
form enclosed with the notice of the meeting will not be valid for these purposes.
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
Bonds 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
Bondholders of a Series, will be binding on all Bondholders 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 Bonds
of a Series and any agreement governing the issuance or administration of the Bonds of
a Series may be modified by the Issuer without the consent of Bondholders of such
Series:
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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
Bondholders of such Series.
The Issuer will publish the details of any modification of the Bonds 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 Terms of the Bonds:
5.1.1 on the Webpage;
5.1.2 through Nasdaq CSD (provided that Nasdaq CSD enables such communication);
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 Bondholders 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 or by other means chosen by the Issuer.
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.
33
6.6 The Issuer may make whatever arrangements it considers appropriate to enable those
attending a virtual meeting to exercise their rights to speak or vote at it.
6.7 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 Part I of this Annex.
6.8 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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PART II
The provisions of this Part II apply to issuances of Bonds where Collective Action Clause "2022
CAC" is specified in the applicable Final Terms.
1. General Definitions
For the purposes of Part II of this Annex:
(a) “Cross-Series Modification” means a modification involving (i) the Bonds of any
Series or any agreement governing the issuance or administration of the Bonds of
any Series, and (ii) the Debt Securities of one or more other Series or any agreement
governing the issuance or administration of such other Debt Securities;
(b) "Debt Securities" means the Bonds 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;
(c) "holder", in relation to a Bonds of any Series, means the person who is a registered
holder of a Securities Account where Bonds are registered or each Person whose
Bonds are registered on a nominee account and in relation to any other debt security
means the person the Issuer is entitled to treat as the legal holder of the debt security
under the law governing that debt security;
(d) "modification” in relation to the Bonds of any Series, means (i) any modification,
amendment, supplement or waiver of the Terms (incl. Final Terms) of the Bonds of
such Series, (ii) any conversion, exchange or substitution of the Bonds of such
Series or (iii) any modification, amendment, supplement, waiver or substitution of
any agreement governing the issuance or administration of the Bonds of such
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 Bonds of any Series or any
agreement governing the issuance or administration of the Bonds 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;
(e) "outstanding", in relation to any Bond of a Series, means a Bond of such Series
that is outstanding within the meaning of the paragraph 2.7 below and, in relation
to the Debt Securities of any other Series, will be determined in accordance with
paragraph 2.8 below and the applicable terms and conditions of that Debt Security;
(f) "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;
(g) "Reserved Matter", in relation to the Bonds of any Series, means any modification
of the terms and conditions of the Bonds of such Series or of any agreement
governing the issuance or administration of the Bonds of such Series that would:
(i) change the date on which any amount is payable on the Bonds of such Series;
35
(ii) reduce any amount, including any overdue amount, payable on the Bonds of such
Series;
(iii) change the method used to calculate any amount payable on the Bonds of such
Series;
(iv) reduce the redemption price for the Bonds of such Series or change any date on
which the Bonds of such Series may be redeemed;
(v) change the place of payment of any amount payable on the Bonds of such Series;
(vi) change the currency of any amount payable on the Bonds of such Series or
impose any condition on or otherwise modify the Issuer's obligation to make
payments on the Bonds of such Series;
(vii) change any payment-related circumstance under which the Bonds of such Series
may be declared due and payable prior to their stated maturity;
(viii) change the seniority or ranking of the Bonds of such Series;
(ix) change the law governing the Bonds of such Series;
(x) change the principal amount of outstanding Bonds 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 Bonds
of such Series, the principal amount of outstanding Bonds of such Series required
for a quorum to be present, or the rules for determining whether a Bond of such
Series is outstanding for these purposes; or
(xi) 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 Bonds or any agreement
governing the issuance or administration of the Bonds shall be read as references
to such other Debt Securities or any agreement governing the issuance or
administration of such other Debt Securities;
(h) "Series" means, for the purposes of this Annex, 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 Bonds of any Series and
any further issuance of Bonds of such Series;
(i) "Uniformly Applicable" means a modification by which holders of Debt Securities
of all Relevant Series are invited to:
(i) 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;
(ii) 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;
36
(iii) exchange, convert or substitute their Debt Securities on the same terms for (i)
the same new instrument or other consideration or (ii) a new instrument, new
instruments or other consideration from an identical menu of instruments or
other consideration;
(iv) 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);
(v) in relation to the following Reserved Matters only, namely the Reserved Matters
set out in any of the sub-paragraphs (v), (vii), (viii), (ix), (x) and (xi) 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
a basis which would, following implementation of such amendments, result in
the amended Debt Securities being the subject of an identical amendment; or
(vi) 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 (ii) of this definition of "Uniformly
Applicable" shall apply.
(j) "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;
(k) "meeting" means a meeting convened pursuant to Part II of this Annex by the
Issuer and whether held as a physical meeting or as a virtual meeting;
(l) "physical meeting" means any meeting attended by persons present in person at
the physical location specified in the notice of such meeting;
(m) "Record Date", for the purposes of this Annex and in relation to any proposed
modification, means the date fixed by the Issuer for determining the holders of
Bonds 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;
(n) "virtual meeting" means any meeting held via an electronic platform;
(o) "written resolution" means a resolution signed by or on behalf of holders of the
requisite majority of the Bonds of a Series and it will be valid for all purposes as if
it was a resolution passed at a meeting of Bondholders 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
Bondholders of such Series; and
(p) "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 expressly provide for the accrual of interest.
37
References in this Part II of Annex 2 to a numbered paragraph or paragraphs are to the
paragraphs contained in this Part II of Annex 2. The terms with capital letters that have
not been defined in this Part II of Annex 2, but used in this part, shall have the meaning
as defined in the Terms.
2. Modification of Bonds
2.1 Reserved Matter Modification
The Terms and any agreement governing the issuance or administration of the Bonds of
any Series 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 Bonds of such Series represented
at a duly called meeting of Bondholders 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 Bonds of such Series then outstanding.
2.2 Cross-Series Modification (Reserved Matters)
In the case of a Cross-Series Modification, the Terms of the Bonds of a Series and Debt
Securities of any other Relevant Series, and any agreement governing the issuance or
administration of the Bonds of a Series 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 Bonds of a Series and the proposed modification of each other
Relevant Series.
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;
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2.3.3 in order for any Cross-Series Modification under sub-paragraph (ii) 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 (iii) or (iv) of the definition of Uniformly Applicable will not be
considered Uniformly Applicable if, in the case of sub-paragraph (iii) of such
definition, each exchanging, converting or substituting holder of Debt Securities
of any Relevant Series, or in the case of sub-paragraph (iv) 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 (iii) 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 (iv) 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 (iii) or (iv) of the definition of Uniformly Applicable will not be
considered Uniformly Applicable if, in the case of sub-paragraph (iii) of such
definition, each exchanging, converting or substituting holder of Debt Securities
of any Relevant Series, or in the case of sub-paragraph (iv) 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 (iii) 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 (iv) 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
2.3.6 where a Cross-Series Modification falling within sub-paragraph (i) or (ii) of the
definition of Uniformly Applicable is combined with a Cross-Series
Modification falling within sub-paragraph (vi) of that definition, those
modifications will not be regarded as being Uniformly Applicable unless the
requirement described in sub-paragraph 2.3.4 above is satisfied in relation to
those combined modifications.
2.4 Non-Reserved Matter Modification
The Terms of the Bonds of a Series and any agreement governing the issuance or
administration of the Bonds of a Series may be modified in relation to any matter other
than a Reserved Matter with the consent of the Issuer and:
39
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 Bonds of such Series represented
at a duly called meeting of Bondholders 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 Bonds of such Series.
2.5 Cross-Series Modification (Non-Reserved Matters)
In the case of a Cross-Series Modification, the Terms of the Bonds of a Series and Debt
Securities of any other Relevant Series, and any agreement governing the issuance or
administration of the Bonds 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 Bonds of a Series and the proposed modification of each other
Relevant Series.
2.6 Zero-Coupon Obligations
2.6.1. In determining whether a proposed modification has been approved by the
requisite principal amount of Bonds of a Series and Debt Securities of one or
more other Series if the modification involves a Zero Coupon Obligations, 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;
2.6.2 For purposes of paragraph 2.6.1 above, 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 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.
2.7 Outstanding Bonds
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In determining how many Bonds are outstanding or whether holders of the requisite
principal amount of outstanding Bonds 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 Bondholders of a Series called to vote on a proposed modification, a Bond 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 Bond has previously been cancelled;
2.7.2 the Bond 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
Bond in accordance with its terms;
2.7.3 the Bond has become void or claims in respect of the Bond have become
prescribed;
2.7.4 the Bond 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 Bond held by
any such above-mentioned corporation, trust or other legal entity, the holder of
the Bond does not have autonomy of decision, where:
(i) the holder of a Bonds for these purposes is the entity legally entitled to
vote the Bond 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 Bond 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 2.7.4, the holder of a Bond 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
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Bonds (if that person then held any Bonds) 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
For transparency purposes, the Issuer will publish, promptly following the Issuer's
formal announcement of any proposed modification of the Bonds 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
2.7.4:
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 Bonds; and
2.9.3 does not have autonomy of decision in respect of its holdings of the relevant
Bonds.
2.10 Exchange and Conversion
Any duly approved modification of the Terms of the Bonds of a Series may be
implemented by means of a mandatory exchange or conversion of the Bonds of such
Series for new Debt Securities containing the modified terms and conditions if the
proposed exchange or conversion is notified to Bondholders 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 Bondholders 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 Bonds 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 Bonds of a Series and each other Relevant
Series.
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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 Bonds 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 Bonds 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 2.7.4 to be not outstanding on the Record
Date; and
3.2.3 identifying the holders of the Bonds 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
Bondholders of the relevant Series unless:
3.3.1 an affected Bondholders 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 Bondholders of such Series if:
(a) the objection is subsequently withdrawn;
(b) the Bondholder 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
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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.
3.5 No Liability
All notifications, opinions, determinations, certificates, calculations quotations and
decisions expressed, made or obtained for the purposes of this paragraph 3 by the
Tabulation Agent will (in the absence of manifest error) be binding on the Issuer and
the Bondholders 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. Bondholder 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 Bondholders 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 Bondholders 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 Bonds
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
Bonds of the relevant Series then outstanding.
4.3 Notice of Meetings
The notice convening a meeting of Bondholders 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
Bondholder 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
Bondholder’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
Bondholders. 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 Bondholders 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 Bonds 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 Bondholders 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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
Bonds of a Series will be valid for all purposes as if it was a resolution passed at a
meeting of Bondholders 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 Bondholders of such Series.
4.9 Entitlement to Vote
Any person who is a holder of an outstanding Bond 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 Bond of a Series on the Record Date for a proposed modification, will be
entitled to vote on the proposed modification at a meeting of Bondholders 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
Bonds of the relevant Series represented at a duly called meeting or to a vote of the
holders of all outstanding Bonds of the relevant Series by means of a written resolution
without the 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 Bonds of such
Series.
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For these purposes in the case of a Cross-Series Modification involving a Zero Coupon
Obligation, the principal amount of each such Zero Coupon Obligation will be
determined in accordance with paragraph 2.6.2; and
4.11 Proxies
A holder of a Bond may, by an instrument in writing executed by or on behalf of the
holder and delivered to the Issuer 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 Bondholder. Appointment of a proxy pursuant to any form other
than the form enclosed with the notice of the meeting will not be valid for these
purposes.
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
Bonds 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
Bondholders of a Series, will be binding on all Bondholders 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 Bonds
of a Series and any agreement governing the issuance or administration of the Bonds of
a Series may be modified by the Issuer without the consent of Bondholders 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
Bondholders of such Series.
The Issuer will publish the details of any modification of the Bonds of a Series made
pursuant to this paragraph 4.14 within 10 days of the modification becoming legally
effective.
4.15 Publication
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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 Terms of the Bonds:
5.1.1 on the Webpage;
5.1.2 through Nasdaq CSD (provided that Nasdaq CSD enables such communication);
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 Bondholders 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 or by other means chosen by the Issuer.
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.
6.7 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 Part II of this Annex.
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
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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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