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The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. [ISSUER] [Issuer’s registration number, legal address, phone number, fax number, homepage address] [Issuer’s logo] [PROSPECTUS]1/[OFFER DOCUMENT] FOR EUR [●] [PUBLIC]/[NON PUBLIC] OFFERING BOND ISSUE Type of securities Bonds ISIN Code [●] Number of securities [●] Nominal Value [●] EUR Total Nominal Value of the Issue [●] EUR Interest Rate [●]% Maturity Date [DD.MM.YYYY.] [Issuing Agent] [Company’s name] Approved by: [name of management institution], [type of document], [date of document], [number of document] [YEAR] The template differentiates between the Full prospetus that must be drawn purusant to EU law and Short prospectus that can be drawn purusant to Regulation of the Minister for Finance. If some elements are not required in the Short prospectus, these are indicated with an according footnote. 1 1 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. TABLE OF CONTENTS 1. USED DEFINITIONS AND ABBREVIATIONS ................................................................... 3 2. PERSONS RESPONSIBLE ................................................................................................ 6 [3. SUMMARY ........................................................................................................................... 7 4. RISK FACTORS...................................................................................................................... 13 5. BONDS ................................................................................................................................. 16 6. TERMS OF THE OFFER ......................................................................................................... 22 7. ISSUER ................................................................................................................................. 24 8. ADDITIONAL INFORMATION .............................................................................................. 31 [9. DOCUMENTS ON DISPLAY ................................................................................................. 32 ANNEX A FINANCIAL CHARASTERICS OF THE ISSUER ............................................................ 33 2 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 1. USED DEFINITIONS AND ABBREVIATIONS2 Business Day shall mean a day on which credit institutions are generally open for business in the Republic of Estonia. Bond shall mean a debt security representing the Issuer’s [secured] and unsubordinated debt obligation that is being issued and is redeemable in accordance with the Issue terms and also the [Prospectus]/[Offer Document]. The Bond is registered in the ECSD and held intangibly in the Investor’s securities account. [Collateral shall mean the [Type of pledge] set in favour of the Investors by Collateral Agreement(s).] [Collateral Agent shall mean [Company Name], [registration number], [legal address], [phone number] who holds the [Collateral] in favour of the Investors and performs other assignments stipulated in the issue terms] Euro and EUR shall mean the single currency of the participating Member States in accordance with the legislation of the European Community relating to Economic and Monetary Union. Event of Default shall mean, in respect of the Issuer, that it (a) is declared to be insolvent and an administrator has been appointed; (b) fails to make any payments in accordance with the Issue Terms and the respective payment is due for more than 5 (five) Business Days, (c) submits application for its liquidation, (d)[description of other obstacles]. ECSD shall mean the Estonian Central Securities Depository that is maintained and operated by AS Eesti Väärtpaberikeskus. [Guarantor shall mean [Company Name], [registration number], [legal address], [phone number].] [Guarantee shall mean a guarantee issued by the Guarantor on or prior to the Issue Date pursuant to the terms and conditions of the Guarantee agreement No. [●] deemed as collateral for [all the obligations arising from the Bonds]/[amount and volume of Bonds covered by the guarantee].] Interest shall mean the interest on the Bonds calculated in accordance with Clause 5.4. Interest Calculation Date shall mean [●] the Business Day before Interest Payment Date. On Interest Calculation Date the ECSD, after request of the Issuer, shall set the list of Bond holders who are eligible for Interest or Redemption payment. 2 This list is not exhaustive and should be drafted based on actual need. 3 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. Interest Payment Date shall mean [[date], [date],] [date] [and] [date] [of each year] or, to the extent such day is not Business Day, the next Business Day following such date. The first Interest Payment Date for the Bonds shall be [date] and the last Interest Payment Date shall be the relevant Redemption Date. Interest Period shall mean (i) in respect of the first Interest Period, the period from (and including) the Issue Date to (but excluding) the first Interest Payment Date, and (ii) in respect of subsequent Interest Periods, the period from (and including) an Interest Payment Date to (but excluding) the next succeeding Interest Payment Date (or a shorter period if relevant). Interest Rate shall mean [[●] per cent, per annum]. Investor shall mean the person registered in the register maintained by the ECSD as owner of the Bond. Issue shall mean the aggregated whole of the Bonds granting similar rights, which are issued and will be redeemed under similar conditions pursuant to the procedure established in Issue Terms and with the identical ISIN code [this Prospectus]/[Offer Document]. ISIN Code shall mean International Security Identification Number, which ECSD provides to the Bond. Issue Date shall mean the date when the Bonds are transferred to the securities or nominee account of the Investor and is [●]. Issuer shall mean [company Name], [registration number], [legal address], [phone number], [fax number], [homepage address]. [Issue Terms shall mean terms for the bond issue and any other documents regarded as part of the Issue terms.] [Issuing Agent shall mean [Company Name], [registration number], [legal address], [phone number] acting as issue agent and paying agent of the Bonds for and on behalf of the Issuer, mediating the issue-related payments. The Issuing Agent also acts as a mediator of the information and documents between the Issuer and the Investors and shall perform other duties provided in the Issue Terms.] Maturity Date shall mean [DD.MM.YYYY.], on which the Issuer shall redeem all the Bonds issued under this [Prospectus]/[Offer Document]. Nominal Value shall mean the face value of a single Bond, which is EUR [●]. [Prospectus shall mean this document.] Potential Investor shall mean a private individual or legal entity who has according to the terms of the Prospectus or Offer Document expressed the interest in purchasing the Bond or any other person who is not an Investor according to these terms. 4 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. Purchase Offer shall mean an irrevocable written application submitted by Investor to the [Issuer]/[Issuing Agent] in accordance with the Issue Terms. [Relevant Market shall mean the regulated market Nasdaq Tallinn by NASDAQ OMX Tallinn AS, registration number 10359206, legal address Tartu mnt 2, Tallinn, Harju maakond, 10145, Estonia.] Subscription Period shall mean [period of time for placing the Purchase Offers]. 5 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 2. PERSONS RESPONSIBLE The Issuer represented by its Board: _________________ _________________ [Chairman of the Board] [Member of the Board] [Name, Surname] [Name, Surname] _________________ _________________ [Member of the Board] [Member of the Board] [Name, Surname] [Name, Surname] shall be responsible for the authenticity and completeness of all the data presented in this [Prospectus]/[ Offer Document]. The signatories certify that they have taken all reasonable care to ensure that such is the case, the information contained in this [Prospectus]/[ Offer Document] is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. 6 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. [3. SUMMARY 3 Section A - Introduction and warnings Respective element of the summary and/or the disclosure requirement Information A.1 — This summary should be read as introduction to the Prospectus; Warning to the Investors and Potential Investors — any decision to invest in the Bonds should be based on consideration of the Prospectus as a whole by the Investor; — where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff Investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; — civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid Investors when considering whether to invest in the Bonds. Section B — Issuer and any guarantor B.1 The legal and commercial name of the Issuer [Company Name] B.2 The domicile and legal form of the Issuer, the legislation under which the Issuer operates and its country of incorporation [legal address of the Issuer] [legal form of the Issuer], legal status – legal person The Issuer is registered in the [Commercial Register of the Republic of Estonia] / [other authority], [country of incorporation] with registration No. [number] The main legislative acts under which the Issuer operates: - [The Commercial Code]; - [Central Part of the Economic Activities Act]; Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 3 7 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. - [other legislative acts] B.4b The most significant recent trends affecting the Issuer and the industries in which it operates [description] or the statement that [No such events or trends have occurred, which would affect the Issuer and industries in which it operates.] B.5 The Issuer’s participation in a group of companies [description of the group and the Issuer’s position within the group.] or the statement that [The Issuer is not part of a group.] B.9 A profit forecast or estimate There has not been made a profit forecast or estimate. B.10 Qualifications in the audit report on the historical financial information [description] or the statement that [The audit report does not contain any qualifications.] B.12 Selected historical key financial information and any changes to it since the date of the last published audited financial statements [The balance sheets of the Issuer for the years [YYYY.], [YYYY.] and [YYYY.]] [The profit or loss statements of the Issuer for the years [YYYY.], [YYYY.] and [YYYY.]] [The statements of cash flows of the Issuer for the years [YYYY.], [YYYY.] and [YYYY.]] [The statement of the Issuer’s equity for the years [YYYY.], [YYYY.] and [YYYY.]] The above financial statements are extracts from the audited financial statements for the years [YYYY.], [YYYY.] and [YYYY.] [There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements or description of any material adverse change.] or [description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information] B.13 Events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer’s [description] or the statement that [There is no information of any recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer’s 8 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. solvency solvency.] The statement on independency upon other entities within the group [Not applicable because the Issuer is not part of a group.] B.15 The Issuer’s principal activities [description on the basis of the information provided in Clauses 7.4. and 7.5.] B.16 Control over the Issuer [●] % of the Issuer are [directly]/[indirectly] [owned] / [controlled] by [Company Name, registration number] or [Name, Surname, ID No.], [..] B.17 Credit ratings [Description of credit ratings assigned to the Issuer] or [the statement that here are no credit ratings assigned to the Issuer] B.14 or the statement that [The Issuer is dependent upon other entities within the group.] Section C — Securities C.1 Type and the class of the securities, ISIN The Bonds are a coupon debt securities, representing the Issuer's [unsecured]/[secured] debt obligation. The ESCD holds recordkeeping of the Bonds. The Bonds are registered with the ISIN Code: [●]. C.2 Currency of the Bonds EUR C.5 Restrictions on the free transferability of the Bonds The Bonds are freely transferable and encumberable. C.8 Description of the rights and their limitations attached to the Bonds The Interest Rate is [[●] per cent. per annum]. C.9 Interest Payment Date [is]/[are] [[date], [date],] [date] [and] [date] [..] [of each year] or, to the extent such day is not Business Day, the next Business Day following such date. The first Interest Payment Date for the Bonds shall be [date] and the last Interest Payment Date shall be the relevant Redemption Date. Maturity Date of the Bonds is [DD.MM.YYYY.], on which the Issuer shall redeem all the Bonds. The Bonds shall be redeemed, i.e. the redemption amount shall be paid to the Investors on the Maturity Date, i.e. [DD.MM.YYYY.] 9 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. As the Redemption payment, the Issuer shall pay the total Redemption price of the owned Bonds to the Investor. The Redemption price of the Bond shall be the Nominal Value of the Bond and the unpaid Interest calculated to the same date. The Redemption payments of the Bonds shall be paid to the Investors, who according to the ECSD's information are the owners of the Bonds on [date/-s]. The Redemption payments are paid [with intermediation of [the ECSD in accordance with the ECSD’s regulations]/[Issuing Agent]]/[by the Issuer itself]. At any time after the Event of Default has occurred the Investor shall have the rights to submit to the Issuer a notification on immediate Redemption of its Bonds; in such a case the Issuer is obliged to redeem the respective Bonds with paying the Nominal Value of the Bonds and the unpaid Interest calculated to the same. The Issuer may redeem all, but not only some, of the outstanding Bonds in full at any time prior to the Maturity Date at an amount per Bond equal to 100 per cent of the Nominal Value together with accrued, but unpaid Interest, plus additional premium in the amount of [value or method of calculation] per Bond; Redemption shall be made by the Issuer giving not less than fifteen (15) Business Days’ notice. Any such notice is irrevocable [but may, at the Issuer’s discretion, contain one or more conditions precedent]. Upon expiry of such notice and the fulfilment of the conditions precedent (if any), the Issuer is bound to redeem the Bonds in full at the applicable amounts.] C.11 Admission to trading on a regulated market or other facility [The Bonds will not be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets.] [The Issuer plans to apply for admission all the Issued Bonds to trading on the regulated market operated by NASDAQ OMX Tallinn AS (Nasdaq Tallinn). The settlements for the Bonds will be ensured by the ECSD.] C.12 The minimum denomination of an issue The Nominal Value of each Bond is [EUR] [●], the total Nominal Value of the Bonds is [EUR] [●]. The total amount of 10 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. Bonds is [●]. Section D — Risks D.2 The key risks that are specific to the Issuer The main risk factors influencing the financial performance of the Issuer are: credit risk, liquidity risk, [other risks]: (a) Credit risk is a potential loss that may occur in the case of improper fulfilment or non-compliance of the Issuer with the contractual obligations as a result of failure of the Issuer's business operations or other factors; (b) Liquidity risk is defined as the risk of a loss or substantially higher than expected costs due to inability of the Issuer to meet its payment commitments on time; (c) Competition risk [description of competition in the field of activities of the Issuer (e.g. number of market players, market share, etc.] (d) [other risks] D.3 The key risks that are specific to the Bonds Security-specific risks related to the issued Bonds are: market risk (liquidity risk), credit risk, interest rate risk, legislation risk, [other risks]: (a) Market risk - there is no guarantee of sufficient liquidity in the secondary market of the Bonds and the Investor might bear a loss due to not being able to sell the Bonds on the secondary market or having to have to sell them at an unfavourable price; (b) Credit risk - a possibility that future bond issuers with similar profile offer higher yield to attract investors, and as a result of that the yield on the Bonds should have been higher as well; (c) Interest rate risk - besides the activities of the Issuer the developments of financial markets may affect the value of the Bonds and when the interest rates are rising, the value of existing Bonds may go down, and vice versa; (d) Legislation risk - a risk of possible losses due to amendments in legislation, regulations and other legal acts or due to implementation of new legal acts, which may cause additional expenses or reduce return on investment; this risk 11 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. also covers possible changes in applicable tax assessment and withholding procedures; (e) [other risks]. Section E — Offer E.2b Reasons for the offer and use of proceeds (if different from creation of sources of finance and/or hedging certain risks) The purpose of the Bond issue is [description]. E.3 Terms and conditions of the offer Overview of general conditions of the offer. E.4 The interests that are material to the issue including conflicting interests The statement [There is no information of any interests that are material to the issue including conflicting interests.] or Estimated expenses charged to the Investor by the Issuer The Investor shall bear all the expenses related with the purchase and custody of the Bonds in accordance with the price-list of the credit institution or the provider of investment management services used for settlements and custody of the Bonds. The Issuer has no obligation to compensate to the Investor the incurred expenses. Additional expenses may arise due to tax obligations of the residence state of the Investor. The Issuer will withhold tax payments from the Interest payments in accordance with the terms of the Prospectus. E.7 [description of any interests that are material to the issue including conflicting interests.] 12 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 4. RISK FACTORS 4.1. General overview 4.1.1. Risk factors that could influence the value of the Bonds are specific risks related to the issued securities (section 4.2.), to the Issuer (section 4.3.), or other risks (section 4.4.). Besides risk factors outlined in this part of the [Prospectus]/[Issue Terms], other risks influencing the performance of the Bonds may exist and should be considered by a potential Investor before making the investment decision. 4.1.2. The Investor should bear in mind that the repayment of Bonds and the Interest payments [are not guaranteed or collateralised by third parties], [are secured with Collateral], [are secured with the Guarantee]. 4.2. Security-specific risks 4.2.1. Security-specific risks related to the issued Bonds could be outlined as follows: (a) Market risk alias liquidity risk should be evaluated by the Investor considering that there is no guarantee of sufficient liquidity in the secondary market of the Bonds and the Investor might bear a loss due to not being able to sell the Bonds on the secondary market or having to have to sell them at an unfavourable price; (b) As a credit risk, the Investor should assess specific credit risks associated with the Issuer as well as general credit risk of the Bonds. As a general credit risk, a possibility should be considered that future bond issuers with similar profile offer higher yield to attract investors, and as a result of that the yield on the Bonds should have been higher as well; (c) Interest rate risk should be assessed by the Investor considering that besides the activities of the Issuer the developments of financial markets may affect the value of the Bonds and when the interest rates are rising, the value of existing Bonds may go down, and vice versa; (d) Legislation risk is a risk of possible losses due to amendments in legislation, regulations and other legal acts or due to implementation of new legal acts, which may cause additional expenses or reduce return on investment; this risk also covers possible changes in applicable tax assessment and withholding procedures. (e) [other risks]: 4.3. Risks related to the Issuer 4.3.1. The risks described below may negatively affect the Issuer and, at the extreme, may cause the Issuer's insolvency and default on the Bonds. The main risk factors influencing the financial performance of the Issuer are: 13 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. (a) Credit risk is a potential loss that may occur in the case of improper fulfilment or noncompliance of the Issuer with the contractual obligations as a result of failure of the Issuer's business operations or other factors. As a specific credit risk, events that undermine the creditworthiness of the Issuer should be considered; (b) Liquidity risk is defined as the risk of a loss or substantially higher than expected costs due to inability of the Issuer to meet its payment commitments on time; (c) Competition risk [description of competition in the field of activities of the Issuer (e.g. number of market players, market share, etc.] [(d) Dependence on key employees [description of whether the Issuer is dependent on its management/key employees and how the Issuer resolves it (e.g. golden handcuffs)].] [(e) Risk of ownership concentration/change of control [if the Issuer is controlled by a majority shareholder, such control should be described and the Investors shall be warned that principal shareholder has the ability to influence the Issuer’s business, and if circumstances were to arise where the interests of the principal shareholder conflict with the interests of the Investors, the Investors could be disadvantaged by any such conflict, as the principal shareholder could take actions contrary to the Investors’ interests].] [(f) Reputation risk [description of whether the shift in the Issuer’s reputation might affect its business].] [(g) Operational risk presents the possibility to incur losses due to the impact of inadequate or unsuccessful internal processes, activities by personnel, systems, or external circumstances.] [(h) other risks]. 4.4. Other risks 4.4.1. Other potential risks: (a) Country risk or political risk - a risk that in the country or area, where the Issuer is active, goes through major (political) changes or events occur, as a result of which there is a risk that the Issuer may lose all or part of his/her investments in this country or area, or that the investments made in this country or area lose all or part of their value. As country or political risks, radical changes in economic and legal environment (e.g. nationalising certain objects), social or domestic policy crises (e.g. riots), etc. should be considered; (b) Systemic risk - a risk of (mainly) technical failures in the systems of the ECSD, [the Relevant Market] credit institution or similar institutions may cause loss to the Investor due to unfulfilled or delayed transactions or incorrectly carried out transactions; (c) Risk of external attacks - a loss that may arise from illegal behaviour of clients, counterparties or other persons who act for the purpose of personal gain (attack, fraud); 14 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. (d) Counterparty risk - a risk that the Investor bears losses due to a counterparty's failure to duly meet his/her obligations arising from a certain securities' trade; [(e) other risks]. 15 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 5. BONDS 5.1. Interest of natural and legal persons involved in the issue 5.1.1. [The statement: [There is no information of any interests that are material to the issue including conflicting interests.] or [description of any interests that are material to the issue, including conflicting interests, detailing the persons involved and the nature of the interest]. 5.2. The purpose of the Bond issue and use of funds 5.2.1. The purpose of the Bond issue is [reason/[hedging certain risks: list of risks]/[other purpose: description]. 5.2.2. The net income generated from the Bonds issue will be used for [detailed information]. [5.2.3. The estimated total expenses of the issue are EUR [●].] [5.2.4. The estimated net amount of the proceeds of EUR [●] generated from the Bonds will be used observing the following order of priority:4 (a) [purpose]; (b) [purpose]; (c)[..].] [5.2.5. The Investor should be aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, thus the additional amount of EUR [●] will be financed by means of [description].] 5.3. Basic Information 5.3.1. The Bond is a coupon debt security, representing the Issuer's [unsecured]/[secured] monetary obligation, arising under, issued and redeemed in accordance with this [Prospectus]/[Offer document] and Issue terms. 5.3.2. The Bonds are denominated in EUR and each Bond is constituted by the Issue terms. 5.3.3. The Nominal Value of a Bond is EUR [●]. The total nominal value of the Issue is EUR [●]. The total amount of Bonds is [value]. 5.3.4. The Bonds are registered with the ESCD. 5.3.5. The Bonds are registered with the ISIN Code: [●]. Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 4 16 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 5.3.6. The Bond issue is made in accordance and in full compliance with the Securities Market Act, Commercial Code, Law of Obligations Act, Law of Property Act, [The Regulation of the Minister of Finance on specific requirements towards the prospectuses of the securities], other applicable legislation of the Republic of Estonia, and [regulations of the Relevant Market] 5.3.7. The disputes related to the Bonds shall be resolved by the competent courts of the Republic of Estonia in accordance with the applicable legislation. [5.3.8. If obligations of the Investor pursuant to this [Prospectus]/[Offer Document] or Issue terms are breached the Investor may exercise all rights arising from a relevant law and terms of the Bonds.] 5.4. Interest Rate 5.4.1. Each Bond carries the Interest at the Interest Rate from (and including) the Issue Date up to (but excluding) the relevant Redemption Date. 5.4.2. The Interest accrues during an Interest Period. Payment of the Interest in respect of the Bonds shall be made to the Investors on each Interest Payment Date for the preceding Interest Period. 5.4.3. [Interest (yield) shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each and, in the case of an incomplete month, the actual number of days elapsed (30/360-days basis).] / [Interest (yield) shall be calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/360-days basis).] / [Interest (yield) shall be calculated on the “actual/actual ICMA” basis as specified by the International Capital Market Association.] / [other method]. [FORMULA] 5.4.4. If the Issuer fails to pay any amount payable by it on its due date, default interest shall accrue on the overdue amount from (and including) the due date up to (but excluding) the date of actual payment at a rate which is [●] ([in words]) percentage points higher than the Interest Rate. Accrued default interest shall not be capitalised. No default interest shall accrue where the failure to pay was solely attributable to [the Issuing Agent], [the ECSD], in which case the Interest Rate shall apply instead. 5.4.5. If the Issuer fails to pay the Interest on the due Payment Date, the Investor shall have the right to submit a respective claim to the Issuer regarding the Interest not earlier than after five Business Days from the respective Payment Date. 5.4.6. The Interest is paid [with intermediation of [the ECSD in accordance with the ECSD’s regulations]/[Issuing Agent]]/[by the Issuer itself]. 5.4.7. The Interest Rate is fixed, thus, a calculation agent is not used. 17 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 5.5. Redemption 5.5.1. The Bonds shall be redeemed, i.e. the redemption amount shall be paid to the investors as a lump sum on the Maturity Date, i.e. [DD.MM.YYYY.]. If the Maturity Date is a holiday, the Issuer will make Redemption Payments on the first Business Day after the holiday according to the terms stated in this section. If the nearest Business Day after the holiday falls in the next month, Redemption Payments will be made on the Business Day preceding the holiday. 5.5.2. As the Redemption payment, the Issuer shall pay the total Redemption price of the owned Bonds to the Investor. The Redemption price of the Bond shall be the Nominal Value of the Bond and the unpaid Interest. 5.5.3. The Redemption payments of the Bonds shall be paid to the Investors who according to the ECSD's information, are the owners of the Bonds on [date/-s]. 5.5.4. The Redemption payments are paid [with intermediation of Issuing Agent]]/[by the Issuer itself]. 5.5.5. At any time after the Event of Default has occurred the Investor shall have the rights to submit to the Issuer a notification on immediate Redemption of its Bonds; in such a case the Issuer is obliged to redeem the respective Bonds with paying the nominal value of the Bonds and the unpaid Interest calculated. [5.5.6. The Issuer may redeem all, but not only some, of the outstanding Bonds in full at any time prior to the Maturity Date at an amount per Bond equal to 100 per cent of the nominal value together with accrued, but unpaid Interest, plus additional premium in the amount of [value or method of calculation] per Bond. [5.5.7. Redemption in accordance with clause 5.5.6. shall be made by the Issuer giving not less than fifteen (15) Business Days’ notice. Any such notice is irrevocable [but may, at the Issuer’s discretion, contain one or more conditions precedent]. Upon expiry of such notice and the fulfilment of the conditions precedent (if any), the Issuer is bound to redeem the Bonds in full at the applicable amounts.] [5.5.8. The Investor [has the right / does not have the right] to demand early Redemption of the Nominal Value on [DD.MM.YYYY].] 5.6. Rights arising out of Bonds 5.6.1. The issued Bonds are freely transferable and encumberable. The Bonds are nonconvertible into the equity of the Issuer. 5.6.2. The Investor shall have the rights to receive Interests Payments and Redemption payments in accordance with this [Prospectus]/[ Offer document] as well as other respective rights in accordance with the applicable legislative acts and this [Prospectus]/[ Offer document]. 18 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 5.6.3. The Issuer shall disclose all the information related to the Bonds in accordance with the applicable legislation [and regulations of the Relevant Market]. 5.6.4. Within the framework of the Bond issue described in this [Prospectus]/[ Offer document], rights of the Investors to establish and/or authorize an organization/person to represent interests of all or a part of the Investors are not contemplated, but on the other hand these are not restricted. [5.6.5. description of representation of Investors.] [5.6.6. The Bonds rank pari passu with other unsecured obligations of the Issuer.] [5.7. Collateral of Bonds5 [5.7.1. The issued Bonds are secured by the pledge of [the [total assets] and/or [shares]] of the Issuer [and other company, e.g. if the Issuer is a part of a group company], [as well as future components of [these assets] and [shares in the case of the capital increase]] pursuant to the terms and conditions of the Collateral Agreement(s)]. 5.7.2. The Collateral Agent holds the pledge on behalf of the Investors and is entitled to dispose the pledge for the benefit of the Investors pursuant to the terms of the Collateral Agent Agreement No. [●] and its amendments thereof. If the Collateral Agent sells the pledge, it is entitled to a commission fee in the amount of [●%] of the proceeds, but not less than EUR [●]] 5.7.3. The Investors are entitled to access the [Collateral Agreement] in accordance with Clause 9 of this [Prospectus]/[Offer Document].] [5.8. Guarantee of the Bonds 5.8.1. The issued Bonds are guaranteed by the Guarantor [as the principal debtor (the Issuer)] pursuant to the terms and conditions of the Guarantee Agreement No. [●]] set as a collateral. Obligations of the Issuer from [All bonds]/[amount of volume of Bonds] are guaranteed. 5.8.2. The Investors are entitled to access the Guarantee Agreement in accordance with Clause 9 of the [Prospectus]/[Issue Terms]. 5.9. Taxation of income derived from the Bonds 5.9.1. For tax purposes, an individual shall be considered a resident of the Republic of Estonia where: (a) it permanently resides in the Republic of Estonia, or Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 5 19 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. (b) it stays in the Republic of Estonia for more than 183 days within any 12-month period, or (c) it is a citizen of the Republic of Estonia employed abroad by the Republic of Estonia government as a member of the Diplomatic Services Department. 5.9.2. If an individual does not meet the criteria indicated in clause 5.9.1., it shall not be considered a resident of the Republic of Estonia for tax purposes. 5.9.3. A legal entity shall be considered a resident of the Republic of Estonia for tax purposes where it is or should have been established and registered in the Republic of Estonia pursuant to the provisions of the Republic of Estonia legal acts. 5.9.4. Other legal entities shall be considered non-residents of the Republic of Estonia for tax purposes. 5.9.5. If there is a tax treaty made with the residence country of a non-resident, the tax reliefs set in the treaty shall be complied with. 5.9.6. Tax amount Interest Income Tax rate for Withholding of the tax tax rate income from alienation of the Bonds Residents: Individuals 20% 20/06% Legal entities 0% 0% Individuals 10%/5%7 8 Legal entities 0%/0% Tax on Interest Income is withheld by the payer of income. - Non residents: Tax on Interest Income is withheld by the payer of income Interest payer – the tax will be No income tax will apply for legal persons profit. Income tax rate of 5% shall be applicable only in cases, if the imposition of reduced tax rate is stated by the tax treaty between Estonia and the respective country and, if the beneficiary of the payment before the disbursement of interest submitted to the Issuer the certificate of the residence – application for tax relief. 8 Non-resident may be obliged to pay income tax in its country of residence. 6 7 20 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. deducted at the moment of interest payment 5.9.7. The Issuer shall be responsible for withholding and payment of taxes in compliance with the procedures and amount stated in the Republic of Estonia legal acts. 5.9.8. Notice. The information provided in this [Prospectus]/[Offer Document] shall not be treated as legal or tax advice; tax rates and payment conditions may change during the period from approval of this [Prospectus]/[Offer Document] until the Maturity Date. 9 Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 9 21 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 6. TERMS OF THE OFFER 6.1. Primary placement 6.1.1. The Bonds are offered for subscription in a minimum amount of [EUR] [●] by way of a [public offering]/ [private placement]. The Subscription period shall commence [DD.MM.YYYY] and shall end on [DD.MM.YYYY]. The Bonds are only offered within the EU. 6.1.2. The minimum amount of the Purchase Offer is EUR [●] or [●]. 6.1.3. To submit a Purchase Offer, the Investor must have a securities account, opened with a credit institution registered in Estonia in its own name or in the name of its nominee. 6.1.4. The Purchase Offers for Bonds shall be submitted in the format set forth by the Issuer. 6.1.5. The Purchase Offer shall be drawn up in writing and the Investor shall submit original to the [Issuing Agent] / [Issuer]. The Purchase Offer must contain the following information: (a) the Investor’s name, identification or registry code and contact data (name of contact person, address, e-mail, telephone and facsimile numbers); (b) the securities account and current account numbers of the Investor; (c) the date of the Purchase Offer; (d) the amount of subscribed Bonds; (e) the amount of Purchase Offer, i.e. the total Nominal Value of the Bonds to be subscribed by the Investor; (f) the Investor’s or its representative’s signature. 6.1.6. Investors have the right to submit several Purchase Offers during the Subscription Period. All the Investor’s Purchase Offers will be aggregated and considered as one order. [Purchase Offers are irrevocable / revocable.] 6.1.7. By submitting the Purchase Offer, the Investor and (in case the Bonds are later transferred) by acquiring the Bonds, the acquiring Investor, represents and warrants the following: (a) the contact details and address of the Investor are correct, and the Investor waives any claims arising from a failure to receive a notice or document, if such notice or document has been sent to the address of the Investor indicated in the Purchase Offer; (b) the Investor has understood and consents to the [Prospectus]/[Offer Document]; (c) the Investor has assessed and understood the risks that relate to the acquisition of the Bonds; 22 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. [(d) the Investor has understood and consents to the circumstance that the Bonds are secured solely by the pledge established in the interest of Investors and in favour of the Collateral Agent;] [(e) the Investor has understood and consents to the circumstance that the Collateral Agent will not be liable for any loss sustained by the Investor, unless the Collateral Agent is culpable for the loss due to intent or gross negligence.] 6.1.8. Purchase Offers shall be submitted during the Subscription Period. 6.1.9. A Purchase Offer is considered valid if submitted in time and if drawn up in accordance with the [Prospectus]/ [Offer Document]. 6.1.10. The [Issuing Agent]/[Issuer] shall submit a confirmation to each Investor evidencing the satisfaction or rejection of the Purchase Offer submitted by the Investor. 6.1.11. Confirmation is drawn up electronically and the [Issuing Agent]/[Issuer] forwards the confirmation to the e-mail address provided by the Investor in the Purchase Offer. 6.1.12. Upon partial or complete satisfaction of the Purchase Offer, the [Issuing Agent]/[Issuer] shall state at least the following information in the Confirmation: (a) the amount of Bonds allocated to the Investor; (b) the issue price of the Bonds allocated to the Investor. 6.1.13. Upon rejection of the Investor’s Purchase Offer, the [Issuing Agent]/[Issuer] shall indicate the reasons for such rejection in the confirmation. 6.2. Issue price 6.2.1. The issue price for each Bond shall be its Nominal Value. 6.3. Payment of issue price and delivery of Bonds 6.3.1. The issue price shall be fully paid by the Investor within [●] from submission of the Purchase Offer. 6.3.2. The issue price shall be paid by money transfer to [●]. [6.3.3. Settlement of the Bonds will be executed as delivery versus payment (DVP) transactions.] 6.3.4. The Bonds are delivered by the [Issue Agent]/ [Issuer] to the Investor’s securities account indicated in the Purchase Offer on the Issue Date. 6.3.5. Information on the primary placement results will be published [on the Issuer’s Internet page: [homepage address]]/[description of other way of publication] without delay as of the completion of the final settlements. 23 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. [6.4. Cancellation of the placement 6.4.1. Within 10 (ten) Business Days from the finishing date of the Subscription Period, the Issuer will consider the results of the Bonds placement. If the total number of the Bonds subscribed is less than the total number of Bonds of the Issue, the Issuer has the right to declare the Issue completed in the actual subscribed amount, reduce the amount of issued Bonds defined or cancel the placement.]10 [6.5. Admission to the regulated market 6.5.1. The Issuer intends to apply for the bonds to be admitted to trading on the regulated market operated by Nasdaq Tallinn (Respective market). 6.5.2. The Issuer undertakes to cover all costs and expenses required for including the Bonds in the Respective Market on the terms and according to the procedure stipulated by this Prospectus and the applicable legislation. 6.5.3. The Bonds will be available for trading after the decision on admission them to the regulated market adopted by the Listing and Surveillance Committee of the Respective Market. 7. ISSUER 7.1. General Information about the Issuer Company name: [Company name] Place of registration: [Place] Date of registration: [Date] Unified registration number: [Number] Office address: [Address] Contact details: [Phone number, fax number, e-mail address, homepage] Legal address: [Address] Legal form: [Legal form of the Issuer] Applicable legislation: [Commercial Code]; [General Part of the Civil Code Act], [other legislation applicable to the operations of the Issuer] Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 10 24 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. [7.2. Organizational structure of the Issuer 7.2.1. [Description of the group and of the Issuer's position (if the Issuer is part of a group)]. 7.2.2. [Clear statement together with an explanation of the dependence (If the issuer is dependent upon other entities within the group)].] 7.3. Sworn auditor11 7.3.1. The financial statements and financial information of the Issuer added to the [Prospectus]/[Offer Document] have been audited by [Name, Surname, business address, No. of certificate]/[Company name, registration number, date of registration, legal address, No. of licence, issuing institution, validity term of the licence, Name, Surname of the responsible auditor, No. of certificate]. The sworn auditor is a member of the Estonian Board of Auditors. [7.3.2. The sworn auditor [has refused to provide a report for financial information included in the annual report]/[provided a report for financial information included in the annual report containing reservations] due to [reason]. [7.3.3. The sworn auditor [has resigned] / [has been removed]/[ has not been re-appointed] during the period covered by the historical financial information due to [reason]. [7.4. Selected financial information12 7.4.1. The information included in the present section of the Prospectus is extracted from the financial statements of the Issuer prepared in accordance with the international financial reporting standards (IFRS) and audited by the sworn auditor. Full versions of the financial statements are available in the Appendix A of the present Prospectus. 7.4.2. The balance sheets of the Issuer for the years [YYYY], [YYYY] and [YYYY]. [Table No. [●]] 7.4.3. The profit or loss statements of the Issuer for the years [YYYY], [YYYY] and [YYYY].13 [Table No. [●]] 7.4.4. The statements of cash flows of the Issuer for the years [YYYY], [YYYY] and [YYYY]. [Table No. [●]] 7.4.5. The statement of the Issuer’s equity Not required entirely (see Section 9 (1) 1 of the relevant Regulation) if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 12 If the prospectus is based on the Decree of the Minister of Finance of 09.01.2006, only the information from the last financial year is required in the following sections. 13 Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 11 25 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. for the years [YYYY], [YYYY] and [YYYY].14 [Table No. [●]]] 7.5. The main areas of the Issuer’s business activities [Description of the Issuer’s principal activities stating the main categories of products sold and/or services provided; and an indication of any significant new products and/or activities]. 7.6. The main markets in which the Issuer operates [A brief description of the principal markets in which the Issuer competes; the basis for any statements made by the Issuer regarding its competitive position]. 7.7. Significant changes and trend information 7.7.1. [Description of the significant events which have affected operations of the Issuer during the last reporting year; information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for at least the current financial year]. 7.7.2. [There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements.] / [Details of this material adverse change (in the event that the Issuer is unable to make the statement above]. [7.7.3. [description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.]] 7.8. IP rights [Description of patents and licences or other relevant intellectual property obtained/owned by the Issuer/required for its operations]. 7.9. Significant contracts and material contracts 7.9.1. [Description of contracts concluded by the Issuer which have or may have substantial impact to its operations]. 7.9.2. [Summary of all material contracts that are not entered into in the ordinary course of the Issuer's business, which could result in any group member being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligation to security holders in respect of the securities being issued]. Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 14 26 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 7.10. Encumbrances and limitations of operations [Description of encumbrances and limitations which have affected or may affect operations of the Issuer]. 7.11. Legal and arbitration proceedings [The Issuer has not been involved in any legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or group's financial position or profitability.]/[Description of any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or group's financial position or profitability.] 7.12. Substantial investments 7.12.1. [Description of necessary or prospective investments in the Issuer’s business activities; information concerning the Issuer’s principal future investments on which its management bodies have already made firm commitments; information regarding the anticipated sources of funds needed to fulfil commitments referred to]. 7.12.2. [Description of the principal investments made since the date of the last published financial statements]. [7.13. Other securities issued by the Issuer] [Description of securities and essential information]. 7.14. Management institutions of the Issuer 7.14.1. The Issuer is managed by its Shareholder Meeting in accordance with the Articles of Association of the Issuer and Commercial Code of the Republic of Estonia and by its Management Board consisting of [●] members. The functions of the Management Board are stated in the Articles of Association of the Issuer and in the Commercial Code of the Republic of Estonia. The location of the Management Board is [legal address of the Issuer]. [7.14.2. The Management Board is supervised by the Supervisory Board consisting of [●] members. The functions of the Supervisory Board are stated in the Articles of Association of the Issuer and in the Commercial Law of the Republic of Estonia. Business address of the Supervisory Board is [legal address of the Issuer].] 7.14.3. The composition of the Management Board: Position Name, Surname Activities outside the Issuer’s company 27 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. Chairman of the Management Board [Name, Surname] [Description of activities] [Member of the Management Board] [Name, Surname] [Description of activities] [Member of the Management Board] [Name, Surname] [Description of activities] [Member of the Management Board] [Name, Surname] [Description of activities] [7.14.4. The composition of the Supervisory Board:] Position Name, Surname Activities outside the Issuer’s company Chairman of the Supervisory Board [Name, Surname] [Description of activities] [Deputy Chairman of the Supervisory Board] [Name, Surname] [Description of activities] [Member of the Supervisory Board] [Name, Surname] [Description of activities] [Member of the Supervisory Board] [Name, Surname] [Description of activities] 7.14.5. [Members of the Management Board, [Members of the Supervisory Board] and other leading employees who influence the Issuer’s business activities are not engaged in significant activities beyond the Issuer which could be essential with regard to the Issuer. Such persons have no conflict of interest between their private interests and their duties performed on behalf of the Issuer.] / [Description of potential conflicts of interests between any duties to the Issuer of the persons referred to in clauses 7.8.1, 7.8.2. and their private interests and/or other duties.] [7.15. Management practices 7.15.1. [Information about the Audit Committee of the Issuer established in accordance with Annex IV of the Regulation 809/2004 the of the, including the names of Committee members and a summary of the terms of reference under which the Committee operates.] 7.15.2. [The issuer complies with corporate governance regimes incorporated with the applicable legislation.] / [explanation regarding why the Issuer does not comply with such regime.]] 28 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 7.16. Share capital of the Issuer 7.16.1. The subscribed capital of the Issuer is EUR [●]. 7.16.2. The paid capital of the Issuer is EUR [●]. 7.16.3. The share capital consists of [●] shares. 7.16.4. The nominal value of one share is EUR [●]. 7.16.5. [All the shares are of one category with equal voting rights and rights to receive dividends.] / [The share capital of the Issuer consists of [description of categories of shares]]. 7.17. Shareholders’ structure 7.17.1. Shareholders holding the Issuer’s shares: Company name/Name, Surname Registration number/personal ID number Percentage of shares Number of shares [Company name]/[ Name, Surname] [Registration number]/[ personal ID number] [●]% [●] [Company name]/[ Name, Surname] [Registration number]/[ personal ID number] [●]% [●] [Company name]/[ Name, Surname] [Registration number]/[ personal ID number] [●]% [●] [Company name]/[Name, Surname] [Registration number]/[ personal ID number] [●]% [●] [Company name]/[Name, Surname] [Registration number]/[ personal ID number] [●]% [●] 7.17.2. [Statement whether the Issuer is directly or indirectly owned or controlled and by whom and description of the nature of such control as well as description of the measures in place to ensure that such control is not abused.] 29 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 7.17.3. [Description of any arrangements known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer.] 30 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. 8. ADDITIONAL INFORMATION15 8.1.1. The only official language of the [Prospectus]/[Offer Document] is Estonian. Translation of the [Prospectus]/[Offer Document] in [●], as well as any other languages, is done purely for informative purposes, for the convenience of the Investor. 8.1.2. At present, the Issuer and the issued securities have no credit ratings granted. 8.1.3. The Issuer does not include profit forecasts or estimated profit in this [Prospectus]/[Offer Document]. 8.1.4. This [Prospectus]/[Offer Document] does not include any declaration or an expert report, and no third-party advisors or consultants have participated in its development and preparation of the [Prospectus]/[ Offer Document]. Not required if prospectus draft is based on the Regulation of the Minister for Finance of 09.01.2006 (in guidelines: Short prospectus). 15 31 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. [9. DOCUMENTS ON DISPLAY For the life of the Prospectus the following documents (or copies thereof), where applicable, may be inspected: (a) the Memorandum and Articles of Association of the Issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Issuer's request any part of which is included or referred to in the Prospectus (if any); (c) the historical financial information of the Issuer or, in the case of a group, the historical financial information of the Issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the Prospectus; (d) [Commercial Pledge Agreement No. [●]]/ [Financial Pledge Agreement No. [●]]/ [Collateral Agent Agreement No. [●]]/[Guarantee Agreement No. [●]]/[Pledge Agreement No. [●]]/ The documents may be inspected at the Issuer’s business address [address], during Business Days from [●] a.m. to [●] p.m. [and on the Issuer’s website [address]]. 32 The following template document is an example to give an initial insight how to draft relevant document. This template does not constitute legal document (neither a prospectus, company description nor any other official or legally binding document) and shall not be interpreted so. Please rely on the requirements of applicable laws, rules and regulations when drafting or submitting any required documents or data and keep in mind that the liability for compliance and obligations lays on the issuer. Nasdaq will not warrant or guarantee that the use of guidance of this template will lead to righteousness, acceptance of related documents or data or any other particular outcome or result. Nasdaq will not be liable in respect of usage of these templates which has been resulted any noncompliance, damage, losses or any other negative consequences. ANNEX A FINANCIAL CHARASTERICS OF THE ISSUER 33
