| Dokumendiregister | Rahandusministeerium |
| Viit | 7-1.2/80-1 |
| Registreeritud | 21.07.2026 |
| Sünkroonitud | 22.07.2026 |
| Liik | Leping |
| Funktsioon | 7 RIIGI FINANTSVARADE JA -KOHUSTUSTE HALDAMINE |
| Sari | 7-1.2 Eesti Vabariigi poolt võetud finantskohustuste (laenude, võlakirjade ja garantiide) lepingud jm dokumendid (Arhiiviväärtuslik) |
| Toimik | 7-1.2/2026 |
| Juurdepääsupiirang | Avalik |
| Adressaat | |
| Saabumis/saatmisviis | |
| Vastutaja | Janno Luurmees (Rahandusministeerium, Kantsleri vastutusvaldkond, Eelarvepoliitika valdkond, Riigikassa osakond) |
| Originaal | Ava uues aknas |
| Taotle dokumendi eemaldamist või parandamist |
Execution Version
_____ May 2026
THE REPUBLIC OF ESTONIA
DEED POLL
5
3178620933 19
THIS DEED POLL is made on May 2026 by:
(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF
FINANCE (the “Issuer”)
in favour of
(2) THE ACCOUNTHOLDERS (as defined below); and
(3) THE PERSONS for the time being and from time to time registered as
holders of the Notes referred to below (the "Noteholders" and, together
with the Accountholders, the "Beneficiaries").
WHEREAS:
(A) On 10 June 2020, the Issuer issued EUR1,500,000,000 0.125 per cent.
Notes due 2030 (the “2030 Notes”). The terms and conditions of the 2030
Notes are scheduled to the agency agreement between the Issuer and
Citibank, N.A., London Branch, among others, dated 10 June 2020 (the
“2030 Notes Terms and Conditions”).
(B) On 12 October 2022, the Issuer issued EUR1,000,000,000 4.000 per cent.
Notes due 2032. On 13 June 2023, the Issuer issued EUR500,000,000 4.000
per cent. Notes due 2032 (to be consolidated and form a single series with
the EUR1,000,000,000 4.000 per cent. Notes due 2032 issued on 12
October 2022) (together, the “2032 Notes”). The terms and conditions of
the 2032 Notes are scheduled to the agency agreement between the Issuer
and Citibank, N.A., London Branch, among others, dated 12 October 2022
(the “2032 Notes Terms and Conditions”).
(C) On 20 October 2023, the Issuer established a Euro Medium Term Note
Programme (the “EMTN Programme”), pursuant to which it issued
EUR1,000,000,000 3.25 per cent. Notes due 2034 on 17 January 2024 and
EUR500,000,000 3.25 per cent. Notes due 2034 on 28 October 2025 (to be
consolidated and form a single series with the EUR1,000,000,000 3.25 per
cent. Notes due 2034 issued on 17 January 2024) (together, the “2034
Notes” and, together with the 2030 Notes, the 2032 Notes and any future
notes to be issued under the EMTN Programme, the “Notes”). The terms
and conditions of the 2034 Notes are scheduled to the agency agreement
between the Issuer and Citibank, N.A., London Branch, among others, dated
20 October 2023 (the “2034 Notes Terms and Conditions” and, together
with the 2030 Notes Terms and Conditions and the 2032 Notes Terms and
Conditions, the “Existing Conditions”).
(D) On the date hereof, the Issuer has established a further note programme
pursuant to which notes will be governed by Estonian law and registered in
Nasdaq CSD SE (the “New Programme”).
(E) Pursuant to the terms of the Existing Conditions, any notes issued under the
New Programme (“New Notes”) will (i) be excluded from the definition of
“External Indebtedness” used in the status conditions of the Existing
Conditions and (ii) be excluded from the definition of “Relevant
5
3178620933 29
Indebtedness” used in the negative pledge conditions and cross-acceleration
provisions of the Existing Conditions.
(F) In order to provide the Beneficiaries with assurance that the protections
otherwise afforded to them by Existing Conditions will not be diminished by
the issuance of any New Notes, the Issuer now enters into this Deed Poll
and gives the undertakings set out herein directly in favour of the
Beneficiaries.
IT IS DECLARED as follows:
1. Interpretation
Definitions
1.1 All terms and expressions which have defined meanings in the Existing
Conditions shall have the same meanings in this Deed Poll except where the
context requires otherwise or unless otherwise stated. In addition, in this
Deed Poll the following expressions have the following meanings:
Accountholder means any accountholder or participant with a Clearing
System which at any relevant time has credited to its securities account with
such Clearing System one or more entries in respect of a Global Note
Certificate representing the Notes, except for either Clearing System in its
capacity as an accountholder of the other Clearing System.
Clearing System means each of Euroclear Bank SA/NV and Clearstream
Banking S.A.
1.2 Clauses
Any reference in this Deed Poll to a Clause is, unless otherwise stated, to a
clause hereof.
2. Undertakings of the Issuer
2.1 So long as any Notes remain outstanding, the Issuer irrevocably undertakes
to each Beneficiary that, notwithstanding the terms of the Existing
Conditions:
2.1.1 for the purpose of Condition 1(b) (Status of the Notes) of the 2030 Notes
Terms and Conditions, Condition 1(b) (Status of the Notes) of the 2032
Notes Terms and Conditions, Condition 4 (Status) of the 2034 Notes Terms
and Conditions and any future issuance under the EMTN Programme where
the relevant terms and conditions contain equivalent provisions, any New
Notes shall be deemed to be included in the definition of “External
Indebtedness” and any New Notes will therefore rank pari passu with all
other unsecured External Indebtedness of the Issuer, from time to time
outstanding;
2.1.2 for the purpose of Condition 3 (Negative Pledge) of the 2030 Notes Terms
and Conditions, Condition 3 (Negative Pledge) of the 2032 Notes Terms and
Conditions, Condition 5 (Negative Pledge) of the 2034 Notes Terms and
Conditions and any future issuance under the EMTN Programme where the
3178620933 39
relevant terms and conditions contain equivalent provisions, any New Notes
shall be deemed to be included in the definition of “Relevant Indebtedness”
and will not benefit from any security without equal and rateable security
being afforded to the Notes; and
2.1.3 for the purpose of Condition 8(c) (Events of Default) of the 2030 Notes
Terms and Conditions, Condition 8(c) (Events of Default) of the 2032 Notes
Terms and Conditions, Condition 12(iii) (Events of Default) of the 2034
Notes Terms and Conditions and any future issuance under the EMTN
Programme where the relevant terms and conditions contain equivalent
provisions, any New Notes shall be deemed to be included in the definition
of “Relevant Indebtedness” and therefore included within the cross-
acceleration event of default.
2.2 The undertakings in Clause 2.1 are supplemental to, and do not otherwise
limit, qualify or restrict, the obligations of the Issuer under the Existing
Conditions. For the avoidance of doubt, the Issuer may continue to issue
other instruments (which are not New Notes) registered on the Nasdaq CSD
SE.
3. Deposit of Deed Poll
This Deed Poll shall be deposited with and held by Citibank, N.A., London
Branch until the date on which all the obligations of the Issuer under or in
respect of the Notes have been discharged in full. The Issuer hereby
acknowledges the right of every Beneficiary to the production of this Deed
Poll.
4. Benefit of Deed Poll
4.1 This Deed Poll shall take effect as a deed poll for the benefit of the
Beneficiaries from time to time.
4.2 This Deed Poll shall enure to the benefit of each Beneficiary and its (and any
subsequent) successors and assigns, each of which shall be entitled
severally to enforce this Deed Poll against the Issuer.
4.3 The Issuer shall not be entitled to assign or transfer all or any of its rights,
benefits and obligations under this Deed Poll. Each Beneficiary shall be
entitled to assign all or any of its rights and benefits hereunder without
restriction.
5. Partial Invalidity
If at any time any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the laws of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
3178620933 49
legality, validity or enforceability of such provision under the laws of any
other jurisdiction shall in any way be affected or impaired thereby.
6. Governing law
This Deed Poll (including a dispute relating to its existence, validity or
termination) and any non-contractual obligation or other matter arising out
of or in connection with this Deed Poll shall be governed by, and construed
in accordance with, English law. The governing law of Clauses 5 to 9 shall
also be the substantive law of England.
7. Arbitration
Any dispute, claim, difference or controversy arising out of or in connection
with this Deed Poll (including any dispute relating to its existence, validity
or termination, or any non-contractual obligation or other matter arising out
of or in connection with it) (a "Dispute") shall be referred to and finally
resolved by arbitration under the Arbitration Rules of the London Court of
International Arbitration ("LCIA") (the "Rules"), which Rules (as amended
from time to time) are incorporated by reference into this Clause 7
(Arbitration). For these purposes:
7.1 any Request for Arbitration (as defined in the Rules) may be served by
delivery to the process agent in accordance with Clause 8 (Service of
process);
7.2 the seat, or legal place of arbitration, shall be London, England where all
hearings and meetings shall be held, unless the parties agree otherwise;
7.3 there shall be three arbitrators, each of whom shall be disinterested in the
arbitration, shall have no connection with any party thereto and shall be an
attorney experienced in international securities transactions. The
claimant(s) and the respondent(s) shall nominate an arbitrator respectively.
If one party fails to appoint an arbitrator within 30 days of receiving notice
of the appointment of an arbitrator by the other party, then that arbitrator
shall be appointed by the LCIA. The third arbitrator, who shall be the
chairman of the tribunal, shall be nominated by the two party-nominated
arbitrators. If he is not chosen and appointed within fifteen (15) days of the
last of their appointments, he shall be appointed by the LCIA;
7.4 the language of the arbitration shall be English;
7.5 any award of the tribunal shall be binding from the day it is made, and the
parties to this Deed Poll hereby waive any right to refer any question of law
and any right of appeal on the law and/or merits to any court;
7.6 it is agreed that the arbitrators shall have no authority to award exemplary
or punitive damages of any type under any circumstances whether or not
3178620933 59
such damages may be available under the relevant applicable law, the
parties hereby waive their right, if any, to recover such damages;
7.7 this arbitration Clause 7 including its validity and scope, shall be governed
by English law;
7.8 nothing in this Clause 7 shall be construed as preventing any party to this
Deed Poll from seeking conservatory or similar interim relief in any court of
competent jurisdiction; and
7.9 the parties agree that the arbitration and any facts, documents, awards or
other information related to the arbitration or the dispute, controversy or
claim to which it relates shall be kept strictly confidential and shall not be
disclosed to any third party without the express written consent of the other
party, unless such disclosure is required to comply with any legal or
regulatory requirement.
8. Service of process
8.1 For the purposes of any court proceedings commenced in support of, or in
relation to, arbitral proceedings brought under Clause 7 (Arbitration), the
Issuer agrees that service of process may be effected on it by delivering or
posting that process to the Embassy of the Republic of Estonia in London at
44 Queen's Gate Terrace, South Kensington, London SW7 5PJ and agrees
that, if for any reason service of process by such means is not possible, it
will appoint a third party agent for service of process in England. Nothing in
this paragraph shall affect the right of any party to serve process in any
other manner permitted by law.
9. Waiver of immunity and consent to enforcement
9.1 To the extent that the Issuer may in any jurisdiction claim for itself or its
revenues, assets or properties ("Sovereign Assets") immunities from suit,
execution, attachment (whether in aid of execution, before award or
otherwise) in all cases related to the Notes, and to the extent that in any
such jurisdiction there may be attributed to itself or its Sovereign Assets
such immunity (whether or not claimed), the Issuer hereby irrevocably
agrees for the benefit of the Noteholders not to claim and confirms that any
such immunity is or has been irrevocably waived to the fullest extent
permitted by the laws of such jurisdiction. For the avoidance of doubt, the
Issuer submits to the jurisdiction of any arbitral body constituted in
accordance with Clause 7 (Arbitration), the courts at the legal seat of
arbitration in the matters related to the arbitral proceedings and court
proceedings in any jurisdiction relating to the enforcement of an arbitral
award.
9.2 To the extent that the Issuer or any of its Sovereign Assets may be entitled
in any jurisdiction to any immunity from set-off or any similar right or
remedy, and to the extent that there shall be attributed, in any jurisdiction,
such an immunity, the Issuer hereby irrevocably agrees not to claim and
confirms that any such immunity is or has been irrevocably waived to the
fullest extent permitted by the laws of such jurisdiction with respect to any
3178620933 69
claim, suit, action, proceeding, right or remedy arising out of or in
connection with the Notes.
9.3 The Issuer further irrevocably consents to the giving of any relief or the
issue of any process, including, without limitation, the making, enforcement
or execution against any Sovereign Assets whatsoever of any order, award
or judgment, made or given in connection with any Dispute.
9.4 The waiver of immunity by the Issuer herein shall not constitute a waiver of
immunity in relation to:
9.4.1 present or future "premises of the mission" as defined in the Vienna
Convention on Diplomatic Relations signed in 1961;
9.4.2 "consular premises" as defined in the Vienna Convention on Consular
Relations signed in 1963;
9.4.3 any other property or assets used solely or mainly for official non-
commercial state purposes in the Republic of Estonia or elsewhere;
9.4.4 military property or military assets of the Republic of Estonia related
thereto; or
9.4.5 any non-transferable national assets and national assets with priority
importance as defined in or in accordance with applicable Estonian laws. It
is acknowledged that there is no specific law in Estonia governing the
waiving of immunity by the Issuer. Further, in accordance with the Code of
Enforcement Procedure, assets or things in restricted commerce which the
Republic of Estonia or local government need for the performance of public
duties or the enforcement of which would be contrary to public interest, shall
not be subject to enforcement.
10. Consolidation of disputes
10.1 In this clause:
"Consolidation Order" means an order by a Tribunal that a Primary
Dispute and a Linked Dispute be consolidated and heard as one dispute in
the same arbitral proceedings.
"Linked Agreement" means the Notes, Global Note Certificate, Deed Poll,
Agency Agreement, Dealer Agreement, Subscription Agreement and any
other agreement entered into in connection with the issue of the Notes.
"Linked Dispute" means any Dispute and/or any dispute, claim, difference
or controversy arising out of or in connection with any Linked Agreement
(including any dispute relating to its existence, validity or termination or any
non-contractual obligation or other matter arising out of or in connection
with it), in which a Request for Arbitration is served after a Request for
Arbitration has been served in respect of a Primary Dispute.
"Primary Dispute" means any Dispute and/or any dispute, claim,
difference or controversy arising out of or in connection with any Linked
Agreement (including any dispute relating to its existence, validity or
termination or any non-contractual obligation or other matter arising out of
or in connection with it) in which a Request for Arbitration has been served
before a Request for Arbitration is served in relation to a Linked Dispute.
3178620933 79
"Tribunal" means any arbitral tribunal appointed under this Deed Poll or
any Linked Agreement.
10.2 If any Linked Dispute raises issues of fact and/or law which are substantially
the same as or similar to issues raised in any Primary Dispute then,
notwithstanding that a Tribunal may already have been agreed or appointed
in respect of the Linked Dispute, any party (the "Notifying Party") to both
the Primary Dispute and the Linked Dispute (the "Notified Disputes") may
apply, by service of a written notice (a "Consolidation Notice") in
accordance with this Clause, to the Tribunal appointed in relation to the
Primary Dispute for a Consolidation Order.
10.3 The Notifying Party must serve the Consolidation Notice on all parties to the
Notified Disputes, and on any arbitrators already appointed or agreed in
connection with any Notified Dispute.
10.4 The Tribunal appointed in relation to the Primary Dispute may make a
Consolidation Order on hearing an application brought under Clause 10.2
above if it considers it just, equitable and procedurally efficient to do so and
that no party to either the Primary Dispute or the Linked Dispute would be
materially prejudiced as a result of such consolidation. In determining
whether to make a Consolidation Order, the Tribunal must take account of:
10.4.1 the likelihood and consequences of inconsistent decisions if consolidation is
not ordered;
10.4.2 any fault on the part of the party seeking consolidation to make a timely
application; and
10.4.3 the likely consequences of consolidation in terms of cost and time.
10.5 If the Tribunal appointed in respect of the Primary Dispute makes a
Consolidation Order:
10.5.1 it will immediately, to the exclusion of the other Tribunal appointed in a
Linked Dispute, have jurisdiction to resolve finally the Notified Disputes;
10.5.2 it must order that notice of the Consolidation Order and its effect be given
immediately to any arbitrators already appointed in relation to the Linked
Dispute and to all parties to the Notified Disputes;
10.5.3 any appointment of an arbitrator in relation to the Linked Dispute before the
date of the Consolidation Order will terminate immediately and that
arbitrator will be deemed to be functus officio. The termination is without
prejudice to:
(a) the validity of any act done, or order made, by that arbitrator or by
the court in support of that arbitration before his appointment is
terminated;
(b) his entitlement to be paid his proper fees and disbursements; and
(c) the date when any claim or defence was raised for the purpose of
applying any limitation bar or any similar rule or provision;
3178620933 89
10.5.4 it may also give any other directions it considers appropriate to:
(a) give effect to the Consolidation Order and make provisions for any
costs which may result from it (including costs in any arbitration
terminated as a result of the Consolidation Order); and
(b) ensure the proper organisation of the arbitration proceedings and the
proper formulation and resolution of the issues between the parties;
10.5.5 If a Tribunal appointed in respect of the Primary Dispute arising under a
Linked Agreement makes a Consolidation Order which confers on that
Tribunal jurisdiction to resolve a Linked Dispute arising under this Deed Poll,
that Consolidation Order and the award of that Tribunal will bind the parties
to the Linked Dispute arising under this Deed Poll.
10.5.6 For the avoidance of doubt, where a Tribunal is appointed under this Deed
Poll or any Linked Agreement, the whole of its award (including any part
relating to a Linked Dispute) is deemed for the purposes of the New York
Convention on the Recognition and Enforcement of Arbitral Awards 1958 to
be contemplated by this Deed Poll and that Linked Agreement.
10.5.7 Each of the Issuer and the Joint Lead Managers hereby waives any right to
object to the validity and/or enforceability of any arbitral award made by a
Tribunal following the grant of a Consolidation Order on the basis that such
award was made in arbitral proceedings which were consolidated under this
Clause 10 or in accordance with an equivalent provision under another
Linked Agreement.
10.6 Should the Tribunal appointed in relation to the Primary Dispute decline
appointment in respect of the Linked Dispute, any rights to submit a Linked
Dispute arising under this Deed Poll to separate arbitration proceedings
under Clause 7 (Arbitration) shall be unaffected.
| Nimi | K.p. | Δ | Viit | Tüüp | Org | Osapooled |
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