Eesti Vabariigi siseriiklike võlakirjade programmi tingimuste kinnitamine ja võlakohustuste võtmiseks volituse andmine

KÄSKKIRI

Eesti Vabariigi siseriiklike võlakirjade

programmi tingimuste kinnitamine ja

võlakohustuste võtmiseks volituse andmine

Vabariigi Valitsuse seaduse § 49 lõike 1 punkti 1, riigieelarve seaduse § 70 lõigete 2 ja 3 ning

Vabariigi Valitsuse 22. detsembri 2011. a määruse nr 177 „Rahandusministeeriumi

põhimäärus“ § 9 punktide 4 ja 26 alusel ning kooskõlas riigieelarve seaduse § 69 lõikega 2

ning Vabariigi Valitsuse 21. märtsi 2014. a määruse nr 44 „Riigi rahavoo juhtimise ja

stabiliseerimisreservi haldamise põhimõtted“ § 4 lõike 2 punktiga 2 ja lõikega 4 ning § 12

lõike 2 punktidega 2 ja 3:

1. Kiita heaks Eesti Vabariigi siseriiklike võlakirjade programm (edaspidi programm)

alljärgnevatel ja käesolevale käskkirjale lisatud võlakirjatingimustes (Lisa 1 Terms and

Conditions of the Bond Programme) kirjeldatud põhitingimustel:

Programmi nimetus: Eesti Vabariigi siseriiklike võlakirjade programm

(Republic of Estonia Domestic Bond Programme)

Programmi eesmärk: Eesti Vabariigi riigi üldise või

eriotstarbelise/erakorralise rahastamise vajaduse

katmine

Programmi kogumaht: Ilma summalise ülempiirita

Riigi poolt tegelikult võetud võlakohustuste, sh

programmi raames võetud võlakohustuste jääk ei tohi

ühelgi ajahetkel ületada riigieelarve seaduse § 69

lõikes 2 nimetatud piirmäära.

Programmi tähtaeg: Tähtajatu

2. Volitan:

1) Sven Kirsipuu –asekantsler,

2) Janno Luurmees – riigikassa osakonna juhataja,

a) programmi raames emiteeritavate võlakirjade registreerimisel Eesti väärtpaberite

registris, tegema kõiki toiminguid punktis 1 nimetatud võlakirjade registreerimiseks Eesti

väärtpaberite registris, sealhulgas volitama Nasdaq CSD SE Eesti filiaali tegema

erinevaid toiminguid seoses punktis 1 nimetatud ja Eesti väärtpaberite registris

03.07.2024

nr 79

registreeritud võlakirjadega, ning allkirjastama ja esitama punktis 1 nimetatud võlakirjade

Eesti väärtpaberite registris registreerimiseks ning registreeringuga seoses riigi nimel

kinnitusi, lepinguid ja muid dokumente;

b) sõltuvalt võimalustest, otstarbekusest, vajadusest ja nõudlusest, korraldama punktis 1

nimetatud võlakirjade avalikku pakkumist Eestis, sealhulgas tegema kõiki toiminguid

punktis 1 nimetatud võlakirjade arvelduse tehniliseks korraldamiseks, ning sõlmima

lepinguid ja andma korraldusi Nasdaq CSD SE Eesti filiaalile ja/või kommertspankadele

(kui Nadsaq CSD SE Eesti filiaal ei paku avaliku pakkumise arveldamise teenust)

ulatuses, mis on vajalik avaliku pakkumise arveldamiseks;

c) tegema kõiki toiminguid punktis 1 nimetatud võlakirjade Nasdaq Tallinn Balti

võlakirjade nimekirjas noteerimiseks ja kauplemisele võtmiseks, sealhulgas allkirjastama

ja esitama punktis 1 nimetatud võlakirjade noteerimiseks ja kauplemise võtmiseks ning

sellega seoses riigi nimel taotlusi, kinnitusi, lepinguid ja muid dokumente;

d) ostma punktis 1 nimetatud emiteeritud võlakirju riskide ja kulude juhtimise eesmärgil

enne tähtaega tagasi;

e) andma ja esitama käesoleva käskkirja punktis 1 nimetatud programmi dokumentide

alusel ja punktis 2 nimetatud toimingutega seoses riigi nimel kinnitusi, instruktsioone

ning allkirjastama lepinguid, volitusi ja muid dokumente.

3. Käesoleva käskkirja punktis 0 antud volitus kehtib kuni programmi kehtivuse

lõppemiseni või kuni selle tagasivõtmiseni või lõppemiseni muul alusel (sh volitatud

isikute ametist lahkumisel).

(allkirjastatud digitaalselt)

Mart Võrklaev

rahandusminister

Lisad:

Lisa Terms and Conditions of the Bond Programme

COVER PAGE

REPUBLIC OF ESTONIA

DOMESTIC BOND PROGRAMME

2

CONTENTS

1. DEFINITIONS ............................................................................................................................... 4

2. GENERAL PROVISIONS ......................................................................................................... 10

3. FORM, DENOMINATION, CURRENCY ............................................................................... 10

4. TITLE, TRANSFER, DELIVERY AND TRANSFERABILITY ........................................... 10

5. STATUS ....................................................................................................................................... 11

6. FIXED RATE BOND PROVISIONS ........................................................................................ 11

7. FLOATING RATE BOND PROVISIONS ............................................................................... 12

8. ZERO COUPON BOND PROVISIONS ................................................................................... 13

9. REDEMPTION AND PURCHASE ........................................................................................... 13

10. PAYMENTS ................................................................................................................................. 14

11. TAXATION ................................................................................................................................. 15

12. EVENTS OF DEFAULT ............................................................................................................ 15

13. PAYING AGENTS ...................................................................................................................... 16

14. MEETINGS OF BONDHOLDERS AND MODIFICATION ................................................. 16

15. FURTHER ISSUES ..................................................................................................................... 16

16. NOTICES ..................................................................................................................................... 16

17. GOVERNING LAW AND JURISDICTION ............................................................................ 17

ANNEX 1 - FORM OF FINAL TERMS ........................................................................................... 18

ANNEX 2 – PROVISIONS FOR MEETING OF BONDHOLDERS ............................................. 22

3

PROGRAMME SUMMARY

Issuer The Republic of Estonia

Dealers Initially AS LHV Pank and Swedbank AS, as may be amended

from time to time

Paying Agent As specified in the Final Terms

Programme size and currency Unlimited/ EUR

Programme term Indefinite

Form Dematerialised book-entry form registered securities

Status Unsecured and unsubordinated debt obligations

Governing law Estonian law

Register Estonian Register of Securities

4

TERMS AND CONDITIONS OF THE BOND PROGRAMME

The Republic of Estonia, has established a bond programme (“Programme”) with an unlimited

amount, but at all times subject to the maximum permitted balance of the debt obligations of

the Republic of Estonia determined each year by the state budget on terms and conditions

established by the Estonian State Budget Act (in Estonian: riigieelarve seadus) and the

Regulation of the Government of Estonia No 44 "The principles of managing the state's cash

flows and administering the stabilisation reserve" as first adopted on 21 March 2014 and as

amended from time to time.

This document applicable to the Programme contains the terms and conditions of the bonds (the

“Bonds” and the “Terms”) issued under the Programme, which are subject to the final terms

for each tranche of such Bonds (“Final Terms”). The relevant final terms in relation to any

tranches of Bonds, as the case may be, will specify specific terms and conditions which shall,

to the extent so specified or to the extent inconsistent with these Terms, replace and modify the

following Terms for the purposes of such Bonds. The relevant Final Terms will be attached to

each such tranche. A copy of the Final Terms will be available through the Issuer’s website

(https://fin.ee/en/long-term-debt).

References in these Terms to the Bonds are to the Bonds of the relevant series (“Series”).

1. DEFINITIONS

In these Terms the following expressions have the following meanings, whereas additional

expressions have been defined in other parts of these Terms, where clearly marked so:

“Accrual Yield” has the meaning given in the relevant Final Terms.

“Agency Agreement” means paying agency agreement as may be concluded

between the Issuer and the Paying Agent in relation to the

Bonds and regulating terms and conditions of provision of

paying agency service.

“Base Rate” means the rate as specified in the relevant Final Terms.

“Bond” means a debt obligation issued in accordance with these

Terms and Final Terms.

“Bondholder” means each Person who is a registered holder of a Securities

Account where Bonds are registered or each Person whose

Bonds are registered on a nominee account.

“Business Day” Target Settlement Day and any day on which commercial

banks settle payments.

“Business Day Convention” means the first following day that is a Business Day unless

that day falls in the next calendar month, in which case it

means the first preceding day that is a Business Day.

“Custodian” means any bank or other financial institution of recognised

standing authorised to engage in securities custody business

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with which the Bondholder maintains a securities account in

respect of the Bonds.

“Day Count Fraction” means, in respect of the calculation of an amount for any

period of time, such day count fraction as may be specified

in these Terms or the relevant Final Terms.

“Dealers” has the meaning given in the relevant Final Terms.

“Determination Date” means a date for determining the Rate of Interest for the

following Interest Period as specified in the relevant Final

Terms.

“DVP” means delivery versus payment settlement method, where

the money and securities move between the investors at the

same time.

“€STR” means in respect of any Target Settlement Day, a reference

rate equal to the daily euro short-term rate ("€STR") for

such Target Settlement Day as provided by the European

Central Bank as the administrator of €STR (or any successor

administrator of such rate) on the website of the European

Central Bank (or, if no longer published on its website, as

otherwise published by it or provided by it to authorised

distributors and as then published on the Relevant Screen

Page or, if the Relevant Screen Page is unavailable, as

otherwise published by such authorised distributors) on the

Target Settlement Day immediately following such Target

Settlement Day (in each case, at the time specified by, or

determined in accordance with, the applicable methodology,

policies or guidelines, of the European Central Bank or the

successor administrator of such rate).

“EUR” means the lawful currency of Estonia.

“EURIBOR” EURIBOR means:

(a) the euro interbank offered rate administered by

the European Money Markets Institute (or any

other person which takes over the administration

of that rate) (“Screen Rate”). If such page or

service ceases to be available, the Issuer (or

Paying Agent, in case Paying Agent has been

appointed in relation to the Bonds) may specify

another page or service displaying the relevant

rate after consultation with the Bondholders;

(b) (if no Screen Rate referred to in item (a) above

is available for the relevant period) the rate

(rounded to the same number of decimal places

as the two relevant Screen Rates) which results

from interpolating on a linear basis between: (i)

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the applicable Screen Rate for the longest period

(for which that Screen Rate is available) which

is less than the relevant period; and (ii) the

applicable Screen Rate for the shortest period

(for which that Screen Rate is available) which

exceeds the relevant period, (“Interpolated

Screen Rate”); or

(c) (if no Screen Rate referred to in item (a) above

is available for the relevant period and it is not

possible to calculate an Interpolated Screen Rate

referred to in item (b) above), the rate with

which the Screen Rate is replaced by majority of

Estonian commercial banks as the new market

practice, as determined by the Issuer (or Paying

Agent, in case Paying Agent has been appointed

in relation to the Bonds), on the Determination

Date for euro and for a period equal in length to

the applicable EURIBOR Tenor and, if that rate

is less than zero, the rate shall be deemed to be

zero.

“EURIBOR Tenor” means the tenor of EURIBOR used to calculate applicable

Rate of Interest as specified in the relevant Final Terms.

“Final Redemption Date” means the date of ordinary redemption of the Series of

Bonds as specified in the relevant Final Terms.

“Final Terms” means the final terms applicable to the Bonds of each

Tranche as set out in the Final Terms.

“Fixed Rate Bonds” means Bond in relation to which fixed interest will be

payable on the Interest Payment Date(s) as specified in the

relevant Final Terms.

“Fixed Rate Bond

Provisions”

means Bond provisions applicable solely to the Fixed Rate

Bonds.

“Floating Rate Bonds” means Bonds which will bear interest at a rate determined

on the basis of a Reference Rate which will be added to the

Base Rate as specified in the relevant Final Terms.

“Floating Rate Bond

Provisions”

means Bond provisions applicable solely to the Bonds with

floating Rate of Interest as specified in the relevant Final

Terms.

“FOP” means free of payment settlement method, where only the

securities move, and the money is transferred later or not at

all.

7

“Interest Payment Date” means the date or dates as specified in the relevant Final

Terms or, to the extent such day is not a Business Day, the

first Business Day following such day.

“Interest Period” means each period beginning on (but excluding) the Issue

Date or any Interest Payment Date and ending on (and

including) the next succeeding Interest Payment Date (or a

shorter period if relevant).

“Issue Date” means the date when the Bond is deemed to be issued as

specified in the relevant Final Terms.

“Issue Price" means the price payable for one Bond upon the issue thereof

as specified in the relevant Final Terms.

“Issuer” means the Republic of Estonia (represented by the Ministry

of Finance).

“Issuer Call Option” means a right of the Issuer to redeem the Bonds before the

Final Redemption Date.

“Maximum Rate of Interest” means the upper limit (cap) to the Rate of Interest payable

in relation to Floating Rate Bonds as specified in the relevant

Final Terms.

“Minimum Rate of Interest” Means the lower limit (floor) to the Rate of Interest payable

in relation to Floating Rate Bonds as specified in the relevant

Final Terms.

“Nominal Amount” has the meaning as specified in the relevant Final Terms

“Optional Redemption

Amont (Call)”

means, in respect of any Bond, its nominal amount or such

other amount as may be specified in, or determined in

accordance with, the relevant Final Terms, in case optional

redemption is exercised at the option of the Issuer.

“Optional Redemption

Amount (Put)”

means, in respect of any Bond, its nominal amount or such

other amount as may be specified in, or determined in

accordance with, the relevant Final Terms, in case optional

redemption is exercised at the option of the Bondholder.

“Optional Redemption Date

(Call)”

has the meaning given in the relevant Final Terms.

“Optional Redemption Date

(Put)”

has the meaning given in the relevant Final Terms.

“Paying Agent” has the meaning given in the relevant Final Terms.

“Person” means any individual, company, corporation, firm,

partnership, joint venture, association, organisation, state or

8

agency of a state or other entity, whether or not having

separate legal personality.

“Programme” means the issue of the Bonds in one or several Series in

accordance with these Terms.

“Put Option” means a right of a Bondholder to demand redemption of the

Bonds.

“Put Option Notice” means a notice which must be delivered to the Issuer (or

Paying Agent, in case Paying Agent has been appointed in

relation to the Bonds)by any Bondholder wanting to exercise

a right to redeem a Bond at the option of the Bondholder.

“Rate of Interest” means the rate or rates (expressed as a percentage per

annum) of interest payable in respect of the Bonds specified

in the relevant Final Terms or calculated or determined in

accordance with the provisions of these Terms and/or the

relevant Final Terms.

“Record Date” means the second (2nd) Business Day prior to (i) an Interest

Payment Date, (ii) a Redemption Date, or (iii) a date on

which a payment to the Bondholders is to be made under

Clause 10 (Payments).

“Redemption Date” means the date on which the relevant Bonds are to be

redeemed or purchased back by the Issuer in accordance

with Section 9 (Redemption and Purchase).

“Reference Price” has the meaning given in the relevant Final Terms.

“Reference Rate” means EURIBOR or €STR as specified in the relevant Final

Terms.

“Register” means Estonian Register of Securities operated by Nasdaq

CSD SE (register code 40003242879, registered address

Vaļņu iela 1, Rīga LV-1050, Latvia) Estonian branch

(register code 14306553, registered address Maakri tn 19/1,

10145 Tallinn, Estonia).

“Relevant Screen Page” means the page, section or other part of a particular

information service (including, without limitation, Reuters)

specified as the Relevant Screen Page in the relevant Final

Terms, or such other page, section or other part as may

replace it on that information service or such other

information service, in each case, as may be nominated by

the Person providing or sponsoring the information

appearing there for the purpose of displaying rates or prices

comparable to the Reference Rate.

“Securities Account” means the account for dematerialised securities maintained

by the Register pursuant to the Securities Register

9

Maintenance Act (in Estonian: väärtpaberite registri

pidamise seadus) in which (i) an owner of such security is

directly registered as a holder of the securities account or (ii)

an owner’s holding of securities is registered in the name of

a nominee in a nominee account.

“Series” means a tranche of Bonds, together with any further Tranche

or Tranches of Bonds that, in relation to each other and to

the first Tranche of Bonds, are (i) identical in all respects

except for Issue Price and Issue Date, and (ii) expressed to

be consolidated and form a single series, and includes the

Bonds of any Series and any further issuance of Bonds of

such Series.

“Target Settlement Day” means any day on which T2 real-time gross settlement

system owned and operated by the Eurosystem is open for

the settlement of payments in euro.

“Terms” means these terms.

“Total Aggregate

Outstanding Nominal

Amount”

means the total aggregate Nominal Amount of the Bond on

the Issue Date as reduced by any partial redemption or

purchase of the Bonds by the Issuer in accordance with

Subsection 9.6 of these Terms from time to time.

“Tranche” means a portion of Bonds issued under respective Series

which may differ from the other Tranches within the same

Series by having different Issue Price and Issue Date.

“Webpage” means : https://fin.ee/en/long-term-debt.

“Zero Coupon Bonds” means Bonds that are offered and sold at a discount to their

nominal amount and will not bear interest.

“Zero Coupon Bond

Provisions”

means Bond provisions applicable to the Zero Coupon

Bonds as specified in the relevant Final Terms.

In these Terms:

(d) the word “herein” and similar words refer to these Terms and not to any particular

section or any other subdivision of these Terms;

(e) when reference is made to a number of days, such number shall refer to calendar

days, unless Business Days are specified;

(f) references to the word “include” or “including” (or any similar term) are not to be

construed as implying any limitation and general words introduced by the word

“other” (or any similar term) shall not be given a restrictive meaning by reason of

the fact that they are preceded by words indicating a particular class of acts, matters

or things;

(g) any agreement or instrument is a reference to that agreement or instrument as

supplemented, amended, novated, extended, restated or replaced from time to time;

10

(h) “regulation” includes any regulation, rule or official directive (whether or not

having the force of law) of any governmental, intergovernmental or supranational

body, agency or department;

(i) a provision of law is a reference to that provision as amended or re-enacted; and

(j) a time of day is a reference to Estonian local time (EET and EEST respectively).

2. GENERAL PROVISIONS

2.1. The Issuer has established a Programme for the issuance of Bonds.

2.2. Bonds are issued by the Republic of Estonia acting through the Ministry of Finance

of the Republic of Estonia. Bonds are issued by the Ministry of Finance on behalf of

and in the name of the Republic of Estonia pursuant to the authority granted by the

State Budget Act.

2.3. Bonds issued under the Programme are issued in Series and the Bonds of each Series

will all be subject to identical terms whether as to currency, denomination, interest,

maturity or otherwise. Each Series may comprise one or more Tranches of the Bonds.

The Issue Price and Issue Date may differ from the other Tranches within the same

Series. Each Tranche is subject to a Final Terms which specify and supplement these

Terms. Therefore, the terms and conditions applicable to any particular Tranche of

Bonds are these Terms as supplemented, amended, and/or replaced by the relevant

Final Terms. In the event of any inconsistency between these Terms and the relevant

Final Terms, the relevant Final Terms shall prevail.

2.4. Each Bond will be identified by an ISIN code. Bonds issued within the same Series

will be given the same ISIN code.

2.5. Neither these Terms nor any documents related to offering of the Bonds under the

Programme are or will be registered with the Estonian Financial Supervision and

Resolution Authority (in Estonian: Finantsinspektsioon) and issuances of the Bonds

under the Programme are exempted from the obligation to register and publish a

prospectus in accordance with Article 1(2)(b) of the Regulation (EU) 2017/1129 of

the European Parliament and of the Council of 14 June 2017 on the prospectus to be

published when securities are offered to the public or admitted to trading on a

regulated market, and repealing Directive 2003/71/EC and Subsection 14(2) of the

Securities Market Act (in Estonian: väärtpaberituru seadus).

3. FORM, DENOMINATION, CURRENCY

3.1. Form. The Bonds are issued in dematerialised book-entry form and registered in the

Register. The Bonds are not numbered.

3.2. Denomination. The Bonds will be issued in such denominations as may be specified

in the relevant Final Terms.

3.3. Currency. The Bonds will be denominated in EUR.

4. TITLE, TRANSFER, DELIVERY AND TRANSFERABILITY

4.1. Title. The title to the Bonds passes by making relevant entry in the Register. Title to

the Bonds belongs to the person in whose name the Bonds are registered in the

11

Register or, in case the Bonds are held in a nominee account, to the person whose

Bonds are being held in such nominee account.

4.2. Transfer. The Bonds can be transferred by initiating respective transfers through the

securities accounts with the Register. The title to the Bonds passes by registration of

change of ownership in the Register.

4.3. Delivery. The Issuer organises the registration of the Bonds in the Register and their

deletion from the Register upon the redemption of the Bonds. Only persons who have

securities accounts (whether directly or via a nominee structure) with the Register

can subscribe for or purchase the Bonds.

4.4. Transferability. The Bonds are freely transferable; however, any Bondholder

wishing to transfer the Bonds must ensure that any offering related to such transfer

would not be qualified as an offering that requires the publication of a prospectus

within the meaning of applicable law. Ensuring that any offering of the Bonds does

not require publication of a prospectus under the applicable law is the obligation and

sole liability of the Bondholder. The Register may temporarily block the Bonds on a

Bondholder’s securities account to ensure performance of corporate actions regarding

the Bonds.

4.5. Costs. The issue and transfer of a Bond will be effected without charge by or on

behalf of the Issuer. However, the investors and Bondholders may be obliged to cover

expenses which are related to the opening of securities accounts with respective

service providers, as well as commissions which are charged by such service

providers in relation to the execution of the subscription or transfer instructions of the

Bonds, the holding of the Bonds or any other operations in relation to the Bonds.

5. STATUS

5.1. The Bonds are the direct, unconditional, unsubordinated and unsecured obligations

of the Issuer and rank pari passu, without preference among themselves, with all

other unsecured and unsubordinated liabilities of the Issuer, from time to time

outstanding, provided, however, that the Issuer shall have no obligation to effect

equal or rateable payment(s) at any time with respect to any such other liabilities and,

in particular, shall have no obligation to pay other liabilities (irrespective of the

creditor) at the same time as payment of sums due on the Bonds issued under the

Programme.

5.2. No Bondholder shall be entitled to exercise any right of set-off or counterclaim

against moneys owed by the Issuer in respect of such Bonds.

6. FIXED RATE BOND PROVISIONS

6.1. Application. This Section 6 is applicable to the Bonds for which the Fixed Rate Bond

Provisions are specified in the relevant Final Terms as being applicable.

6.2. Accrual of interest. The Bonds shall bear interest on their Nominal Amount from

the day immediately following the Issue Date (as specified in the Final Terms) to,

and including, the date of any final redemption at the Rate of Interest per annum

specified in the Final Terms. Such interest will be payable in arrear on each Interest

Payment Date as is specified in the relevant Final Terms and on the date of any final

12

redemption, subject to as provided in Section 10 (Payments). Each Bond will cease

to bear interest after the Final Redemption Date.

6.3. Fixed Interest Rate. The amount of interest payable in respect of each Bond for any

Interest Period shall be the fixed coupon amount as calculated in accordance with

Subsection 6.4.

6.4. Calculation of Interest amount. The amount of interest payable in respect of each

Bond shall be calculated by applying the Rate of Interest to the Nominal Amount,

whereas taking into account the applicable Day Count Fraction.

The determination by the Issuer (or Paying Agent, in case Paying Agent has been

appointed in relation to the Bonds) of all amounts of interest for the purposes of this

Section 6 shall, in the absence of manifest error, be final and binding on all parties.

7. FLOATING RATE BOND PROVISIONS

7.1. Application. This Section 7 is applicable to the Bonds only for which the Floating

Rate Bond Provisions are specified in the relevant Final Terms as being applicable.

7.2. Accrual of interest. The Bonds shall bear interest on their Nominal Amount from

the day immediately following the Issue Date (as specified in the Final Terms) to,

and including, the date of any final redemption at the Rate of Interest per annum

specified in the Final Terms. Such interest will be payable in arrear on each Interest

Payment Date as is specified in the relevant Final Terms and on the date of any final

redemption, subject to as provided in Section 10 (Payments). Each Bond will cease

to bear interest after the Final Redemption Date.

7.3. Interest Rate Determination. The Rate of Interest for each Interest Period will,

subject to as provided below, be the Base Rate plus Reference Rate as specified in

the relevant Final Terms.

7.4. Maximum or Minimum Rate of Interest. If any Maximum Rate of Interest or

Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of

Interest shall in no event be greater than the maximum or be less than the minimum

specified.

7.5. Calculation of Interest Rate. The Issuer will, on the Determination Date, calculate

the Rate of Interest applicable in relation to the Bond for the following Interest Period.

7.6. Publishing Interest Rate. The Issuer will cause each Rate of Interest determined by

it, together with the relevant Interest Payment Date and other relevant information to

be notified to the stock exchange onto which the Bonds have then been admitted to

trading as soon as practicable after such determination, but in any event not later than

on the first day of the relevant Interest Period. Notice thereof shall also promptly be

given to the Bondholders through the Webpage or by way announcement via stock

exchange where the Bonds have been admitted to trading on a regulated market.

7.7. Calculation of Interest amount. The amount of interest payable in respect of each

Bond shall be calculated by applying the Rate of Interest to the Nominal Amount,

whereas taking into account the applicable Day Count Fraction.

The determination by the Issuer (or Paying Agent, in case Paying Agent has been

appointed in relation to the Bonds) of all amounts of interest for the purposes of this

Section 7 shall, in the absence of manifest error, be final and binding on all parties.

13

8. ZERO COUPON BOND PROVISIONS

8.1. Application. This Section 8 is applicable to the Bonds for which the Zero Coupon

Bond Provisions are specified in the relevant Final Terms as being applicable.

8.2. Late payment on Zero Coupon Bonds. If the Redemption Amount payable in

respect of any Zero Coupon Bond is not paid in due time, the Redemption Amount

shall thereafter be an amount equal to the sum of:

(a) the Reference Price;

(b) the sum of the Accrual Yield (compounded annually) being applied to the

Reference Price on the basis of the relevant Day Count Fraction from (and including

the Issue Date to (but excluding) whichever is the earlier of: (i) the day on which

all sums due in respect of such Bond up to that day are received by or on behalf of

the relevant Bondholder; or (ii) in case Paying Agent has been appointed, the day

which is seven days after the Paying Agent has notified the Bondholders that it has

received all sums due in respect of the Bonds up to such seventh day (except to the

extent that there is any subsequent default in payment).

9. REDEMPTION AND PURCHASE

9.1. Redemption at maturity. Unless previously redeemed, or purchased and cancelled

in accordance with the provisions of this Section 9 and Section 10 (Payments), the

Issuer shall redeem all, but not only some, of the Bonds in full on the Final

Redemption Date (or, to the extent such day is not a Business Day and if permitted

under the Register’s applicable regulations, on the Business Day following from an

application of the Business Day Convention, and otherwise on the first following

Business Day), with an amount per Bond equal to the Nominal Amount together with

accrued but unpaid interest and other amounts payable by the Issuer in relation to the

Bonds.

9.2. Redemption at the option of the Issuer. If Issuer Call Option is specified in the

relevant Final Terms as being applicable, the Bonds may be redeemed at the option

of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any

Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call)

on the Issuer giving not less than 30 nor more than 60 days’ notice to the Bondholders,

or such other period(s) as may be specified in the relevant Final Terms (which notice

shall be irrevocable, but may (at the option of the Issuer) be conditional on one or

more conditions precedent being satisfied, or waived by the Issuer, and shall oblige

the Issuer to redeem the Bonds or, as the case may be, the Bonds specified in such

notice on the relevant Optional Redemption Date (Call) at the applicable amount

specified in the relevant Final Terms (together, if appropriate, with accrued interest

to (but excluding) the relevant Optional Redemption Date (Call))).

9.3. Partial redemption. If the Bonds are to be redeemed in part only on any date in

accordance with Subsection 9.2 (Redemption at the option of the Issuer), the Issuer

shall redeem a portion of the Total Aggregate Outstanding Nominal Amount of the

Bonds at its discretion, subject to applicable laws and regulations. The redemption

amount for each Bond shall be determined based on a pro rata allocation of the Total

Aggregate Outstanding Nominal Amount among all outstanding Bonds to be

redeemed. Any accrued and unpaid interest on the redeemable amount of the Bonds

up to the redemption date shall be paid along with the redemption amount. Such

14

redemption shall not alter the terms or obligations of the remaining outstanding

Bonds.

9.4. Redemption at the option of Bondholders. If the Put Option is specified in the

relevant Final Terms as being applicable, the Issuer shall, at the option of the

Bondholder redeem such Bond on the Optional Redemption Date (Put) specified in

the relevant Put Option Notice at the relevant Optional Redemption Amount (Put)

together with interest (if any) accrued to (but excluding) the relevant Optional

Redemption Date (Put). To exercise such Put Option, the Bondholder must submit a

duly completed Put Option Notice in the form obtainable from the Issuer

accompanied by evidence showing that the relevant Bondholder is the holder of the

relevant Bonds at the time the Put Option Notice is exercised. The Put Option Notice

shall be provided by the Bondholder to the Issuer not less than 30 nor more than 60

days before the relevant Optional Redemption Date (Put) (or such other period(s) as

may be specified in the relevant Final Terms). Evidence showing that the relevant

Bondholder is the holder of the relevant Bonds at the time the Put Option Notice is

exercised may be provided in the form of a certificate issued by the relevant

Custodian or in any other suitable manner. Submitted Put Option Notice may not be

withdrawn without the prior consent of the Issuer.

9.5. No other redemption. The Issuer shall not be entitled to redeem the Bonds otherwise

than as provided in Subsections 9.1 to 9.4 above.

9.6. Purchase. The Issuer may at any time purchase Bonds in the open market or

otherwise at any price.

9.7. Cancellation. All Bonds redeemed or purchased in accordance with this Section 9

will be cancelled and may not be reissued or resold.

10. PAYMENTS

10.1. Eligibility. Any payment or repayment related to the Bonds, or any amount due in

respect of redemption of any Bonds, shall be made to such Person who is registered

as a Bondholder on the Record Date prior to the relevant payment date. Any payment

from the Issuer to the Bondholder under these Terms shall be considered as duly made

as from the moment when the respective amount has been made by a complete

payment of such due amount in euro to the Bondholder (or to Paying Agent, in case

Paying Agent has been appointed in relation to the Bonds).

10.2. Transfer of payment. Any payments will be transferred to the Bondholder (directly

or through its securities account manager) registered with the Register on the Record

Date. Should the Register, due to a delay on behalf of the Issuer or some other

obstacle not related to the Register, not be able to effectuate payments as aforesaid,

the Issuer shall procure that such amounts are paid to the Persons who are registered

as Bondholders on the relevant Record Date as soon as possible after such obstacle

has been removed.

10.3. Delay in making payment. If, due to any obstacle attributable to the Register, the

Issuer cannot make a payment or repayment, such payment or repayment may be

postponed until the obstacle has been removed. For the avoidance of doubt, any such

delay will not be considered as late payment by the Issuer.

10.4. Fees, expenses. The Issuer shall pay any registration fee in connection with the issue

of the Bonds (including fees related to admission of the Bonds to trading on a stock

15

exchange, if applicable), but not in respect of trading in the secondary market. All

payments in respect of the Bonds are subject in all cases to any applicable fiscal or

other laws and regulations in the place of payment, but without prejudice to the

provisions of Section 11 (Taxation).

11. TAXATION

All payments of principal and interest in respect of the Bonds by or on behalf of the

Issuer shall be made free and clear of, and without withholding or deduction for or

on account of, any present or future taxes, duties, assessments or governmental

charges of whatever nature imposed, levied, collected, withheld or assessed by or on

behalf of the Republic of Estonia or any political subdivision thereof or any authority

therein or thereof having power to tax, unless the withholding or deduction of such

taxes, duties, assessments, or governmental charges is required by law (e.g.,

withholding tax at the rate of 20 percent (as of 01.01.2025 22 percent) as may be

amended from time to time will be levied on the taxable interest payments made by

the Issuer to Estonian resident natural person Bondholders). In that event, the

Bondholders will not be entitled to receive grossed-up amounts to compensate for

such withholding or deduction, nor be reimbursed for the amount of any shortfall.

12. EVENTS OF DEFAULT

12.1. Events of Default. If any of the following events occurs and is continuing:

(a) non-payment: the Issuer fails to pay any amount of principal in respect of the Bonds

within 30 days of the due date for payment thereof, or fails to pay any amount of

interest in respect of the Bonds within 30 days of the due date for payment thereof;

or

(b) breach of other obligations: the Issuer defaults in the performance or observance of

any of its other obligations under or in respect of the Bonds (except in case where

the failure is incapable of remedy when no continuation or notice as is hereinafter

mentioned will be required) the failure continues for the period of 60 days following

the service by any Bondholder to the Issuer of notice requiring the same to be

remedied,

then the Bondholders of at least 25 per cent. in the Total Aggregate Outstanding

Nominal Amount of the Bonds may, by notice in writing to the Issuer, declare all

the Bonds to be immediately due and payable, whereupon they shall become

immediately due and payable at their Nominal Amount together with accrued

interest without further action or formality. The Issuer shall make notice of any such

declaration promptly available to all other Bondholders either by publishing it on

the Webpage or by way announcement via stock exchange where the Bonds have

been admitted to trading.

12.2. Withdrawal. If the Issuer receives notice in writing from Bondholders of at least 50

per cent. in Total Aggregate Outstanding Nominal Amount of the Bonds to the effect

that the Event of Default or Events of Default giving rise to any above mentioned

declaration of acceleration is or are cured following any such declaration and that

such Bondholders wish the relevant declaration to be withdrawn, the Issuer shall give

notice thereof to all other Bondholders, whereupon the relevant declaration shall be

16

withdrawn and shall have no further effect. No such withdrawal shall affect any other

or any subsequent Event of Default or any right of any Bondholder in relation thereto.

13. PAYING AGENTS

13.1. The Issuer shall have a sole discretion to appoint a Paying Agent in relation to the

Bonds. In case a Paying Agent is appointed in relation to the Bonds, this is specified

in the relevant Final Terms.

13.2. In acting under the Agency Agreement and in connection with the Bonds the Paying

Agent(s) act solely as agent(s) of the Issuer and do not assume any obligations

towards or relationship of agency for or with any of the Bondholders.

13.3. The Issuer reserves the right at any time to vary or terminate the appointment of any

Paying Agent and to appoint a successor agent.

13.4. Notice of any change in any of the Paying Agents shall promptly be given to the

Bondholders.

14. MEETINGS OF BONDHOLDERS AND MODIFICATION

14.1. Circumstances may arise that call for requesting Bondholders’ written or electronic

consent by the Issuer to consider the modification or waiver of the Terms (incl. Final

Terms), whereas any modification of these Terms (incl. Final Terms) may only be

made as proposed by the Issuer. A meeting of Bondholders may be held

electronically.

14.2. The procedure regarding meetings of the Bondholders (including holding the meeting

electronically) has been set out in the Annex 2 to these Terms.

15. FURTHER ISSUES

The Issuer may from time to time, without the consent of the Bondholders, create and issue

further bonds having the same terms and conditions as the Bonds in all respects (or in all

respects except for the Issue Date and Issue Price) so as to form a single Series with the Bonds.

16. NOTICES

16.1. All notices and documents addressed to the Issuer should be submitted in written

format or in format that can be reproduced in writing, using the following official

contact information of the Issuer:

Attn: State Treasury

Ministry of Finance of the Republic of Estonia

Suur-Ameerika 1, Tallinn 10122 Estonia

[email protected]

16.2. All notices and documents addressed to the Bondholders should be submitted in

written format or in format that can be reproduced in writing and published in the

following manner:

17

(a) in case the Bonds are listed and admitted to trading on a stock exchange – by way

of announcement via stock exchange where the Bonds have been admitted to

trading.

(b) in case of unlisted Bonds - by way of publishing such notice on the Webpage or

sending it by e-mail to the Bondholder at their e-mail address.

16.3. Any such notice will be deemed to have been validly given on the next Business Day

after sending the notice by e-mail (either by the Issuer or Bondholder), on the fourth

Business Day after sending the notice by regular mail (by the Issuer or Bondholder),

and on the same Business Day as publishing the notice through the information

system of the stock exchange (by the Issuer).

17. GOVERNING LAW AND JURISDICTION

17.1. Governing law. These Terms, any Bonds issued under these Terms and any non-

contractual obligations arising out of or in connection therewith, shall be governed

by and construed in accordance with the laws of the Republic of Estonia.

17.2. Jurisdiction. Any dispute or claim arising in relation to these Terms shall be

determined by Estonian courts and the Harju County Court shall be the court of first

instance.

18

ANNEX 1 - FORM OF FINAL TERMS

The Final Terms in respect of each Tranche of Series of Bonds will be substantially in the

following form, duly supplemented (if necessary), amended (if necessary) and completed to

reflect the particular terms of the relevant Bonds and their issue. Text in this section appearing

in italics does not form part of the Final Terms but denoted directions for completing the Final

Terms.

Final Terms dated [●]

THE REPUBLIC OF ESTONIA

Issue of [Aggregated Nominal Amount of (Tranche of) Series] [Title of Bonds]

under the Bond Programme of the Republic of Estonia dated [●]

This documents constitutes the Final Terms relating to the issue of the Bonds described herein

and must be read in conjunction with the Bond Programme dated [●]. Terms used herein shall

have the same meaning as stipulated in the Bond Programme.

Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the

numbering should remain as set out below, even if “Not Applicable” is indicated for

individual paragraphs or sub-paragraphs.

1. Issuer: The Republic of Estonia

2. Paying Agent: [ ]

3. [(i)] Series Number:

[(ii)] Tranche Number:

[ ]

[ ]

4. Specified currency: EUR

5. Nominal Amount:

[(i)] Series:

[(ii)] Tranche:

[ ]

[ ]

6. Issue Price: [ ]

7. Issue Date:

[ ]

8. Final Redemption Date: [ ]

9. Interest Basis: [[ ]%. Fixed Rate]

[[specify Base Rate] + EURIBOR / €STR].

Floating Rate]

[Zero Coupon]

(See points 16, 17, 18 below)

19

10. Redemption/Payment Basis: [Redemption at par] / [other]

11. Issuer Call Option [ ]

[(further particulars specified below)]

12. Bondholder Put Option [ ]

[(further particulars specified below)]

13. Status of the Bonds: Unsecured/Unsubordinated

14. Date of approval for the issuance

of the Bonds

[ ]

15. Listing: [Application has been made for the Bonds to be

admitted to trading on the Official List of the

Nasdaq Tallinn Stock Exchange].

[The Bonds will not be listed on stock

exchange].

PROVISIONS RELATED TO INTEREST (IF ANY) PAYABLE

16. Fixed Rate Bond Provision [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-

paragraphs of this paragraph)

Rate of Interest:

[●] per cent. per annum payable [annually /

semi-annually / quarterly / monthly] in arrear on

each Interest Payment Date

Interest Payment Date(s): [●] in each year

Day Count Fraction: [30/360 / Actual/Actual / other]

Other terms relating to the method

of calculating interest for Fixed

Rate Bonds:

[Not Applicable / [●]]

17. Floating Rate Bond Provision [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-

paragraphs of this paragraph)

Interest Period(s) [ ]

Interest Payment Date(s): [●] in each year

Day Count Fraction: [30/360 / Actual/Actual / other]

Party responsible for calculating

the Interest Rate:

[Issuer / [●]]

20

Determination Date: [ ]

Base Rate: [ ]per cent. per annum

Reference Rate: [EURIBOR / €STR]

EURIBOR Tenor: [[1W/1M/3M/6M/1Y/other] / Not Applicable]

Minimum Rate of Interest: [[ ]per cent. per annum / Not Applicable]

Maximum Rate of Interest: [[ ]per cent. per annum / Not Applicable]

18. Zero Coupon Bond Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-

paragraphs of this paragraph)

Accrual Yield: [ ]per cent. per annum

Reference Price: [ ]

Any other formula/basis of

determining amount payable

[ ]

PROVISIONS RELATED TO REDEMPTION

19. Call Option [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-

paragraphs of this paragraph)

Optional Redemption Date(s) [ ]

Optional Redemption Amount(s)

per one Bond:

[ ]

If redeemable in part:

- Minimum Redemption

Amount

- Maximum Redemption

Amount

[ ]

[ ]

Notice period (if other than as set

out in Section 9 of the Bond

Programme):

[ ]

20. Put Option [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-

paragraphs of this paragraph)

Optional Redemption Date(s) [ ]

21

Optional Redemption Amount(s)

per one Bond:

[ ]

Notice period (if other than as set

out in Section 9 of the Bond

Programme):

[ ]

OTHER

21. Names of Dealers: [ ]

22. ISIN code: [ ]

23. Delivery: [FOP/DVP]

24. Collective Action Clause: [2012 CAC] / [2022 CAC]

Signed on behalf of

THE REPUBLIC OF ESTONIA,

ACTING THROUGH THE MINISTRY OF FINANCE

_____________________

[name]

[position]

22

ANNEX 2 – PROVISIONS FOR MEETING OF BONDHOLDERS

PART I

The provisions of this Part I apply to issuances of Bonds where Collective Action Clause "2012

CAC" is specified in the applicable Final Terms.

1. General Definitions

For the purposes of Part I of this Annex:

"Cross-Series Modification" means a modification involving (i) the Bonds of any

Series or any agreement governing the issuance or administration of the Bonds of any

Series, and (ii) the Debt Securities of one or more other Series or any agreement

governing the issuance or administration of such other Debt Securities;

"Debt Securities" means the Bonds of any Series and any other bills, bonds, debentures,

notes or other debt securities issued directly or indirectly, or guaranteed, by the Issuer

in one or more series with an original stated maturity of more than one year, and includes

any such obligation, irrespective of its original stated maturity, that formerly constituted

a component part of a Debt Security;

"electronic platform" means any form of telephony or electronic platform or facility

and includes, without limitation, telephone and video conference call and application

technology systems;

"holder", in relation to a Bonds of any Series, means the person who is a registered

holder of a Securities Account where Bonds are registered or each Person whose Bonds

are registered on a nominee account and in relation to any other debt security means the

person the Issuer is entitled to treat as the legal holder of the debt security under the law

governing that debt security;

"meeting" means a meeting convened pursuant to Part I of this Annex by the Issuer

and whether held as a physical meeting or as a virtual meeting;

"modification" in relation to the Bonds means any modification, amendment,

supplement or waiver of the terms and conditions of the Bonds or any agreement

governing the issuance or administration of the Bonds, and has the same meaning in

relation to the Debt Securities of any other series save that any of the foregoing

references to the Bonds or any agreement governing the issuance or administration of

the Bonds shall be read as references to such other Debt Securities or any agreement

governing the issuance or administration of such other Debt Securities;

"outstanding" in relation to any Bond of a Series, means a Bond of such Series that is

outstanding within the meaning of the paragraph 2.7 below and, in relation to the Debt

Securities of any other Series, will be determined in accordance with paragraph 2.8

below and the applicable terms and conditions of that Debt Security;

"physical meeting" means any meeting attended by persons present in person at the

physical location specified in the notice of such meeting;

"Record Date", in relation to any proposed modification, means the date fixed by the

Issuer for determining the holders of Bonds of a Series and, in the case of a Cross-Series

23

Modification, the holders of Debt Securities of each other series that are entitled to vote

on or sign a written resolution in relation to the proposed modification;

"Reserved Matter", in relation to the Bonds of any Series, means any modification of

the terms and conditions of the Bonds of such Series or of any agreement governing the

issuance or administration of the Bonds of such Series that would:

(a) change the date on which any amount is payable on the Bonds of such Series;

(b) reduce any amount, including any overdue amount, payable on the Bonds of

such Series;

(c) change the method used to calculate any amount payable on the Bonds of such

Series;

(d) reduce the redemption price for the Bonds of such series or change any date on

which the Bonds of such Series may be redeemed;

(e) change the currency or place of payment of any amount payable on the Bonds

of such Series;

(f) impose any condition on, or otherwise modify, the Issuer's obligation to make

payments on the Bonds of such Series;

(g) change any payment-related circumstance under which the Bonds of such Series

may be declared due and payable prior to their stated maturity;

(h) change the seniority or ranking of the Bonds of such Series;

(i) change the law governing the Bonds of such Series;

(j) change any court to whose jurisdiction the Issuer has submitted or any immunity

waived by the Issuer in relation to legal proceedings arising out of, or in

connection with, the Bonds of such Series;

(k) change the principal amount of outstanding Bonds of such Series or, in the case

of a Cross-Series Modification, the principal amount of Debt Securities of any

other series required to approve a proposed modification in relation to the Bonds

of such Series, the principal amount of outstanding Bonds of such Series

required for a quorum to be present, or the rules for determining whether a Bond

of such Series is outstanding for these purposes; or

(l) change the definition of a Reserved Matter,

and has the same meaning in relation to the Debt Securities of any other series, save that

any of the foregoing references to the Bonds or any agreement governing the issuance

or administration of the Bonds shall be read as references to such other Debt Securities

or any agreement governing the issuance or administration of such other Debt

Securities;

"Series" means a tranche of Debt Securities, together with any further tranche or

tranches of Debt Securities that, in relation to each other and to the original tranche of

24

Debt Securities, are (i) identical in all respects except for their date of issuance or first

payment date, and (ii) expressed to be consolidated and form a single series, and

includes the Bonds of any Series and any further issuances of Bonds of such Series;

"virtual meeting" means any meeting held via an electronic platform;

"written resolution" has the meaning given to it in paragraph 4.8; and

"Zero Coupon Obligation" means a Debt Security that does not expressly provide for

the accrual of interest, and includes the former component parts of a Debt Security that

did expressly provide for the accrual of interest if that component part does not itself

expressly provide for the accrual of interest.

References in this Part I of Annex 2 to a numbered paragraph or paragraphs are to the

paragraphs contained in this Part I of Annex 2. The terms with capital letters that have

not been defined in this Part I of Annex 2, but used in this part, shall have the meaning

as defined in the Terms.

2. Modification of Bonds

2.1 Reserved Matter Modification

The Terms and any agreement governing the issuance or administration of the Bonds of

any Series may be modified in relation to a Reserved Matter with the consent of the

Issuer and:

2.1.1 the affirmative vote of a holder or holders of not less than 75 per cent. of the

aggregate principal amount of the outstanding Bonds of such Series represented

at a duly called meeting of Bondholders of such Series; or

2.1.2 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, a holder or holders of not less than 66 2/3 per cent.

of the aggregate principal amount of the Bonds of such Series then outstanding.

2.2 Cross-Series Modification

In the case of a Cross-Series Modification, the Terms of Bond of a Series and Debt

Securities of any other series, and any agreement governing the issuance or

administration of the Bonds of a Series or Debt Securities of such other series, may be

modified in relation to a Reserved Matter with the consent of the Issuer and:

2.2.1 the affirmative vote of not less than 75 per cent. of the aggregate principal

amount of the outstanding Debt Securities represented at separate duly called

and quorate meetings of the holders of the Debt Securities of all the series (taken

in the aggregate) that would be affected by the proposal and/or proposed

modification; or

2.2.2 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, the holders of not less than 66 2/3 per cent. of the

aggregate principal amount of the outstanding Debt Securities of all the series

(taken in the aggregate) that would be affected by the proposal and/or proposed

modification,

25

and

2.2.3 the affirmative vote of more than 66 2/3 per cent. of the aggregate principal

amount of the outstanding Debt Securities represented at separate duly called

and quorate meetings of the holders of each series of Debt Securities (taken

individually) that would be affected by the proposal and/or proposed

modification; or

2.2.4 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, the holders of more than 50 per cent. of the

aggregate principal amount of the then outstanding Debt Securities of each series

(taken individually) that would be affected by the proposed modification.

A separate meeting will be called and held, or a separate written resolution signed, or a

separate approval requested by way of electronic consent, in relation to the proposed

modification of the Bonds of a Series and the proposed modification of each other

affected series of Debt Securities.

2.3 Proposed Cross-Series Modification

A proposed Cross-Series Modification may include one or more proposed alternative

modifications of the terms and conditions of each affected series of Debt Securities or

of any agreement governing the issuance or administration of any affected series of Debt

Securities, provided that all such proposed alternative modifications are addressed to,

and may be accepted by, any holder of any Debt Security of any affected series.

2.4 Partial Cross-Series Modification

If a proposed Cross-Series Modification is not approved in relation to a Reserved Matter

in accordance with paragraph 2.2, but would have been so approved if the proposed

modification had involved only the Bonds of a Series and one or more, but less than all,

of the other series of Debt Securities affected by the proposed modification, that Cross-

Series Modification will be deemed to have been approved, notwithstanding paragraph

2.2, in relation to the Bonds of such Series and Debt Securities of each other series

whose modification would have been approved in accordance with paragraph 2.2 if the

proposed modification had involved only the Bonds of such Series and Debt Securities

of such other series, provided that:

2.4.1 prior to the Record Date for the proposed Cross-Series Modification, the Issuer

has publicly notified holders of the Bonds of such Series and other affected Debt

Securities of the conditions under which the proposed Cross-Series Modification

will be deemed to have been approved if it is approved in the manner described

above in relation to the Bonds of such Series and some but not all of the other

affected series of Debt Securities; and

2.4.2 those conditions are satisfied in connection with the proposed Cross-Series

Modification.

2.5 Non-Reserved Matter Modification

26

The Terms of the Bonds of a Series and any agreement governing the issuance or

administration of the Bonds of a Series may be modified in relation to any matter other

than a Reserved Matter with the consent of the Issuer and:

2.5.1 the affirmative vote of a holder or holders of more than 50 per cent. of the

aggregate principal amount of the outstanding Bonds of such Series represented

at a duly called and quorate meeting of Bondholders of such Series; or

2.5.2 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, a holder or holders of more than 50 per cent. of the

aggregate principal amount of the outstanding Bonds of such Series.

2.6 Zero-Coupon Obligations

2.6.1 In determining whether a proposed modification has been approved by the

requisite principal amount of Bonds of a Series and Debt Securities of one or

more other Series if the modification involves a Zero Coupon Obligations, the

principal amount of each such Zero Coupon Obligation will be equal to its

nominal amount or, if its stated maturity date has not yet occurred, to the present

value of its nominal amount;

2.6.2 For purposes of paragraph 2.6.1 above, the present value of a Zero Coupon

Obligation is determined by discounting the nominal amount (or, if applicable,

the adjusted nominal amount) of that Zero Coupon Obligation from its stated

maturity date to the Record Date at the specified discount rate using the

applicable market day-count convention, where the specified discount rate is the

yield to maturity of that Zero Coupon Obligation at issuance or, if more than one

tranche of that Zero Coupon Obligation has been issued, the yield to maturity of

that Zero Coupon Obligation at the arithmetic average of all the issue prices of

all the Zero Coupon Obligations of that series of Zero Coupon Obligations

weighted by their nominal amounts.

2.7 Outstanding Bonds

In determining how many Bonds are outstanding or whether holders of the requisite

principal amount of outstanding Bonds of a Series have voted in favour of a proposed

modification or whether a quorum is present at any meeting of Bondholders of a Series

called to vote on a proposed modification, a Bond of a Series will be deemed to be not

outstanding, and may not be voted for or against a proposed modification or counted in

determining whether a quorum is present, if, on the Record Date for the proposed

modification:

2.7.1 the Bond has previously been cancelled;

2.7.2 the Bonds has previously been called for redemption in accordance with its terms

or previously become due and payable at maturity or otherwise and the Issuer

has previously satisfied its obligation to make all payments due in respect of the

Bond in accordance with its terms;

2.7.3 the Bond has become void or claims in respect of the Bond have become

prescribed;

27

2.7.4 the Bond is held by the Issuer, by a department, ministry or agency of the Issuer,

or by a corporation, trust or other legal entity that is controlled by the Issuer or

a department, ministry or agency of the Issuer and, in the case of a Bond held by

any such above-mentioned corporation, trust or other legal entity, the holder of

the Bond does not have autonomy of decision, where:

(i) the holder of a Bond for these purposes is the entity legally entitled to

vote the Bond for or against a proposed modification or, if different, the

entity whose consent or instruction is by contract required, directly or

indirectly, for the legally entitled holder to vote the Bond for or against

a proposed modification;

(ii) a corporation, trust or other legal entity is controlled by the Issuer or by

a department, ministry or agency of the Issuer if the Issuer or any

department, ministry or agency of the Issuer has the power, directly or

indirectly, through the ownership of voting securities or other ownership

interests, by contract or otherwise, to direct the management of, or elect

or appoint a majority of, the board of directors or other persons

performing similar functions in lieu of, or in addition to, the board of

directors of that legal entity; and

(iii) the holder of a Bond has autonomy of decision if, under applicable law,

rules or regulations and independent of any direct or indirect obligation

the holder may have in relation to the Issuer:

(A) the holder may not, directly or indirectly, take instruction from

the Issuer on how to vote on a proposed modification; or

(B) the holder, in determining how to vote on a proposed

modification, is required to act in accordance with an objective

prudential standard, in the interest of all of its stakeholders or in

the holder's own interest; or

(C) the holder owes a fiduciary or similar duty to vote on a proposed

modification in the interest of one or more persons other than a

person whose holdings of Bonds (if that person then held any

Bonds) would be deemed to be not outstanding under this

paragraph 2.7.

2.8 Outstanding Debt Securities

In determining whether holders of the requisite principal amount of outstanding Debt

Securities of another series have voted in favour of a proposed Cross-Series

Modification or whether a quorum is present at any meeting of the holders of such Debt

Securities called to vote on a proposed Cross-Series Modification, an affected Debt

Security will be deemed to be not outstanding, and may not be voted for or against a

proposed Cross-Series Modification or counted in determining whether a quorum is

present, in accordance with the applicable terms and conditions of that Debt Security.

2.9 Entities having autonomy of decision

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For transparency purposes, the Issuer will publish, promptly following the Issuer's

formal announcement of any proposed modification of the Bonds of any Series, but in

no event less than 10 days prior to the Record Date for the proposed modification, a list

identifying each corporation, trust or other legal entity that, for purposes of paragraph

2.7.4:

2.9.1 is then controlled by the Issuer or by a department, ministry or agency of the

Issuer;

2.9.2 has, in response to an enquiry from the Issuer, reported to the Issuer that it is

then the holder of one or more Bonds; and

2.9.3 does not have autonomy of decision in respect of its holdings of the relevant

Bonds.

2.10 Exchange and Conversion

Any duly approved modification of the Terms of the Bonds of a Series may be

implemented by means of a mandatory exchange or conversion of the Bonds of such

Series for new Debt Securities containing the modified terms and conditions if the

proposed exchange or conversion is notified to Bondholders of such Series prior to the

Record Date for the proposed modification. Any conversion or exchange undertaken to

implement a duly approved modification will be binding on all Bondholders of such

Series.

3. Tabulation Agent

3.1 Appointment and Responsibility

The Issuer will appoint a person (the "Tabulation Agent") to calculate whether a

proposed modification has been approved by the requisite principal amount of

outstanding Bonds of a Series and, in the case of a Cross-Series Modification, by the

requisite principal amount of outstanding Debt Securities of each affected series of Debt

Securities. In the case of a Cross-Series Modification, the same person will be appointed

as the Tabulation Agent for the proposed modification of the Bonds of a Series and each

other affected series of Debt Securities.

3.2 Certificate

The Issuer will provide to the Tabulation Agent and publish, prior to the date of any

meeting called to vote on a proposed modification or the date fixed by the Issuer for the

signing of a written resolution in relation to a proposed modification, a certificate:

3.2.1 listing the total principal amount of Bonds of the relevant Series and, in the case

of a Cross-Series Modification, Debt Securities of each other affected series

outstanding on the Record Date for purposes of paragraph 2.7;

3.2.2 specifying the total principal amount of Bonds of the relevant Series and, in the

case of a Cross-Series Modification, Debt Securities of each other affected series

that are deemed under paragraph 2.7.4 to be not outstanding on the Record Date;

and

29

3.2.3 identifying the holders of the Bonds of the relevant Series and, in the case of a

Cross-Series Modification, Debt Securities of each other affected series, referred

to in paragraph 3.2.2, determined, if applicable, in accordance with the

provisions of paragraph 2.6.

3.3 Reliance

The Tabulation Agent may rely on any information contained in the certificate provided

by the Issuer, and that information will be conclusive and binding on the Issuer and the

Bondholders of the relevant Series unless:

3.3.1 an affected Bondholder of such Series delivers a substantiated written objection

to the Issuer in relation to the certificate before the vote on a proposed

modification or the signing of a written resolution in relation to a proposed

modification; and

3.3.2 that written objection, if sustained, would affect the outcome of the vote taken

or the written resolution signed in relation to the proposed modification.

In the event a substantiated written objection is timely delivered, any information relied

on by the Tabulation Agent will nonetheless be conclusive and binding on the Issuer

and affected Bondholders of such Series if:

(a) the objection is subsequently withdrawn;

(b) the Bondholder of such series that delivered the objection does not commence

legal action in respect of the objection before a court of competent jurisdiction

within 15 days of the publication of the results of the vote taken or the written

resolution signed in relation to the proposed modification; or

(c) a court of competent jurisdiction subsequently rules either that the objection is

not substantiated or would not in any event have affected the outcome of the

vote taken or the written resolution signed in relation to the proposed

modification.

3.4 Publication

The Issuer will arrange for the publication of the results of the calculations made by the

Tabulation Agent in relation to a proposed modification promptly following the meeting

called to consider that modification or, if applicable, the date fixed by the Issuer for

signing a written resolution in respect of that modification.

4. Bondholder Meetings; Written Resolutions

4.1 General

The provisions set out below, and any additional rules adopted and published by the

Issuer, will, to the extent consistent with the provisions set out below, apply to any

meeting of Bondholders of any Series called to vote on a proposed modification and to

any written resolution adopted in connection with a proposed modification. Any action

contemplated in this paragraph 4 to be taken by the Issuer may instead be taken by an

agent acting on behalf of the Issuer.

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4.2 Convening Meetings

A meeting of Bondholders of a Series:

4.2.1 may be convened by the Issuer at any time; and

4.2.2 will be convened by the Issuer if an Event of Default in relation to the Bonds

has occurred and is continuing and a meeting is requested in writing by the

holders of not less than 10 per cent. of the aggregate principal amount of the

Bonds of the relevant Series then outstanding.

4.3 Notice of Meetings

The notice convening a meeting of Bondholders of a Series will be published by the

Issuer at least 21 days prior to the date of the meeting or, in the case of an adjourned

meeting, at least 14 days prior to the date of the adjourned meeting. The notice will:

4.3.1 state the time, date and venue of the meeting (or the details of the electronic

platform to be used in the case of a virtual meeting). With respect to a virtual

meeting, each such notice shall set out such other and further details as are

required under paragraph 6;

4.3.2 set out the agenda and quorum for, and the text of any resolutions proposed to

be adopted at, the meeting;

4.3.3 specify the Record Date for the meeting, being not more than five Business Days

before the date of the meeting, and the documents required to be produced by a

Bondholder in order to be entitled to participate in the meeting;

4.3.4 include the form of instrument to be used to appoint a proxy to act on a

Bondholder’s behalf;

4.3.5 set out any additional rules adopted by the Issuer for the convening and holding

of the meeting and, if applicable, the conditions under which a Cross-Series

Modification will be deemed to have been satisfied if it is approved as to some

but not all of the affected series of Debt Securities; and

4.3.6 identify the person appointed as the Tabulation Agent for any proposed

modification to be voted on at the meeting.

4.4 Cancellation of meeting

A meeting that has been validly convened in accordance with paragraph 4.2, may be

cancelled by the person who convened such meeting by giving at least seven days' notice

(exclusive of the day on which the notice is given and of the day of the meeting) to the

Bondholders. Any meeting cancelled in accordance with this paragraph 4.4 shall be

deemed not to have been convened.

4.5 Chair

The chair of any meeting of Bondholders of a Series will be appointed:

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4.5.1 by the Issuer; or

4.5.2 if the Issuer fails to appoint a chair or the person nominated by the Issuer is not

present at the meeting, by holders of more than 50 per cent. of the aggregate

principal amount of the Bonds of the relevant Series then outstanding

represented at the meeting.

4.6 Quorum

No business will be transacted at any meeting in the absence of a quorum other than the

choosing of a chair if one has not been appointed by the Issuer. The quorum at any

meeting at which Bondholders of any Series will vote on a proposed modification to, or

a proposed modification of:

4.6.1 a Reserved Matter will be one or more persons present or represented at the

meeting and holding not less than 66 2/3 per cent. of the aggregate principal

amount of the Bonds of such Series then outstanding; and

4.6.2 a matter other than a Reserved Matter will be one or more persons present or

represented at the meeting and holding not less than 50 per cent. of the aggregate

principal amount of the Bonds of such Series then outstanding.

4.7 Adjourned Meetings

Where a meeting is subject to a quorum pursuant to paragraph 4.6, if a quorum is not

present within 30 minutes of the time appointed for a meeting, the meeting may be

adjourned for a period of not more than 42 days and not less than 14 days as determined

by the chair of the meeting. The quorum for any adjourned meeting will be one or more

persons present and holding:

4.7.1 not less than 66 2/3 per cent. of the aggregate principal amount of the Bonds of

the relevant Series then outstanding in the case of a proposed Reserved Matter

modification; and

4.7.2 not less than 25 per cent. of the aggregate principal amount of the Bonds of the

relevant Series then outstanding in the case of a non-Reserved Matter

modification.

4.8 Written Resolutions

A written resolution signed by or on behalf of holders of the requisite majority of the

Bonds of a Series will be valid for all purposes as if it was a resolution passed at a

meeting of Bondholders of such Series duly convened and held in accordance with these

provisions. A written resolution may be set out in one or more documents in like form

each signed by or on behalf of one or more Bondholders of such Series.

4.9 Entitlement to Vote

Any person who is a holder of an outstanding Bond of a Series on the Record Date for

a proposed modification, and any person duly appointed as a proxy by a holder of an

outstanding Bond of a Series on the Record Date for a proposed modification, will be

32

entitled to vote on the proposed modification at a meeting of Bondholders of such Series

and to sign a written resolution with respect to the proposed modification.

4.10 Voting

Every proposed modification will be submitted to a vote of the holders of outstanding

Bonds of the relevant Series represented at a duly called meeting or to a vote of the

holders of all outstanding Bonds of the relevant Series by means of a written resolution

without the need for a meeting. A holder may cast votes on each proposed modification

equal in number to the principal amount of the holder's outstanding Bonds of such

Series.

For these purposes of a Cross-Series Modification involving a Zero Coupon Obligation,

the principal amount of each such Zero Coupon Obligation will be determined in

accordance with paragraph 2.6.2.

4.11 Proxies

Each holder of an outstanding Bond may, by an instrument in writing executed on behalf

of the holder and delivered to the Issuer not less than 48 hours before the time fixed for

a meeting of Bondholders or the signing of a written resolution, appoint any person (a

“proxy”) to act on the holder's behalf in connection with any meeting of Bondholders

at which the holder is entitled to vote or the signing of any written resolution that the

holder is entitled to sign. Appointment of a proxy pursuant to any form other than the

form enclosed with the notice of the meeting will not be valid for these purposes.

4.12 Legal Effect and Revocation of a Proxy

A proxy duly appointed in accordance with the above provisions will, subject to

paragraph 2.7 and for so long as that appointment remains in force, be deemed to be

(and the person who appointed that proxy will be deemed not to be) the holder of the

Bonds to which that appointment relates, and any vote cast by a proxy will be valid,

notwithstanding the prior revocation or amendment of the appointment of that proxy,

unless the Issuer has received notice or has otherwise been informed of the revocation

or amendment at least 48 hours before the time fixed for the commencement of the

meeting at which the proxy intends to cast its vote or, if applicable, the signing of a

written resolution.

4.13 Binding Effect

A resolution duly passed at a meeting of holders convened and held in accordance with

these provisions, and a written resolution duly signed by the requisite majority of

Bondholders of a Series, will be binding on all Bondholders of such Series, whether or

not the holder was present at the meeting, voted for or against the resolution or signed

the written resolution.

4.14 Manifest Error, Technical Amendments, etc.

Notwithstanding anything to the contrary herein, the terms and conditions of the Bonds

of a Series and any agreement governing the issuance or administration of the Bonds of

a Series may be modified by the Issuer without the consent of Bondholders of such

Series:

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4.14.1 to correct a manifest error or cure an ambiguity; or

4.14.2 if the modification is of a formal or technical nature or for the benefit of

Bondholders of such Series.

The Issuer will publish the details of any modification of the Bonds of a Series made

pursuant to this paragraph 4.14 within 10 days of the modification becoming legally

effective.

4.15 Publication

The Issuer will, without undue delay, publish all duly adopted resolutions and written

resolutions.

5. Publication

5.1 Notices and Other Matters

The Issuer will publish all notices and other matters required to be published pursuant

to the above provisions in accordance with the Terms of the Bonds:

5.1.1 on the Webpage;

5.1.2 through Nasdaq CSD (provided that Nasdaq CSD enables such communication);

and

5.1.3 in such other places, including in the Issuer’s official gazette, and in such other

manner as may be required by applicable law or regulation.

6. Additional provisions applicable to Virtual Meetings

6.1 The Issuer may decide to hold a virtual meeting and, in such case, shall provide details

of the means for Bondholders or their proxies or representatives to attend and participate

in the meeting, including the electronic platform to be used.

6.2 The Issuer or the chair may make any arrangement and impose any requirement or

restriction as is necessary to ensure the identification of those entitled to take part in the

virtual meeting and the security of the electronic platform. All documentation that is

required to be passed between persons present at the virtual meeting (in whatever

capacity) shall be communicated by email or by other means chosen by the Issuer.

6.3 All resolutions put to a virtual meeting shall be voted on by a poll in accordance with

paragraph 4.10 above and such poll votes may be cast by such means as the Issuer

considers appropriate for the purposes of the virtual meeting.

6.4 Persons seeking to attend or participate in a virtual meeting shall be responsible for

ensuring that they have access to the facilities (including, without limitation, IT systems,

equipment and connectivity) which are necessary to enable them to do so.

6.5 In determining whether persons are attending or participating in a virtual meeting, it is

immaterial whether any two or more members attending it are in the same physical

location as each other or how they are able to communicate with each other.

34

6.6 The Issuer may make whatever arrangements it considers appropriate to enable those

attending a virtual meeting to exercise their rights to speak or vote at it.

6.7 A person is able to exercise the right to speak at a virtual meeting when that person is

in a position to communicate to all those attending the meeting, during the meeting, as

contemplated by the relevant provisions of Part I of this Annex.

6.8 A person is able to exercise the right to vote at a virtual meeting when:

6.9.1 that person is able to vote, during the meeting, on resolutions put to the vote at

the meeting; and

6.9.2 that person's vote can be taken into account in determining whether or not such

resolutions are passed at the same time as the votes of all the other persons

attending the meeting who are entitled to vote at such meeting.

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PART II

The provisions of this Part II apply to issuances of Bonds where Collective Action Clause "2022

CAC" is specified in the applicable Final Terms.

1. General Definitions

For the purposes of Part II of this Annex:

(a) “Cross-Series Modification” means a modification involving (i) the Bonds of any

Series or any agreement governing the issuance or administration of the Bonds of

any Series, and (ii) the Debt Securities of one or more other Series or any agreement

governing the issuance or administration of such other Debt Securities;

(b) "Debt Securities" means the Bonds of any Series and any other bills, bonds,

debentures, notes or other debt securities issued directly or indirectly, or

guaranteed, by the Issuer in one or more series with an original stated maturity of

more than one year, and includes any such obligation, irrespective of its original

stated maturity, that formerly constituted a component part of a Debt Security;

(c) "holder", in relation to a Bonds of any Series, means the person who is a registered

holder of a Securities Account where Bonds are registered or each Person whose

Bonds are registered on a nominee account and in relation to any other debt security

means the person the Issuer is entitled to treat as the legal holder of the debt security

under the law governing that debt security;

(d) "modification” in relation to the Bonds of any Series, means (i) any modification,

amendment, supplement or waiver of the Terms (incl. Final Terms) of the Bonds of

such Series, (ii) any conversion, exchange or substitution of the Bonds of such

Series or (iii) any modification, amendment, supplement, waiver or substitution of

any agreement governing the issuance or administration of the Bonds of such

Series, and has the same meaning in relation to the Debt Securities of any other

series, save that any of the foregoing references to the Bonds of any Series or any

agreement governing the issuance or administration of the Bonds of such Series

shall be read as references to such other Debt Securities or any agreement governing

the issuance or administration of such other Debt Securities;

(e) "outstanding", in relation to any Bond of a Series, means a Bond of such Series

that is outstanding within the meaning of the paragraph 2.7 below and, in relation

to the Debt Securities of any other Series, will be determined in accordance with

paragraph 2.8 below and the applicable terms and conditions of that Debt Security;

(f) "Relevant Series" means, in relation to a proposed Cross-Series Modification, all

those Series of Debt Securities, either specified in the relevant notice for convening

a meeting or specified in connection with the associated draft written resolution or

specified in the relevant notice given in connection with any proposal to be passed

as an electronic consent, which are to be aggregated for voting purposes in

connection with that proposed Cross-Series Modification;

(g) "Reserved Matter", in relation to the Bonds of any Series, means any modification

of the terms and conditions of the Bonds of such Series or of any agreement

governing the issuance or administration of the Bonds of such Series that would:

(i) change the date on which any amount is payable on the Bonds of such Series;

36

(ii) reduce any amount, including any overdue amount, payable on the Bonds of such

Series;

(iii) change the method used to calculate any amount payable on the Bonds of such

Series;

(iv) reduce the redemption price for the Bonds of such Series or change any date on

which the Bonds of such Series may be redeemed;

(v) change the place of payment of any amount payable on the Bonds of such Series;

(vi) change the currency of any amount payable on the Bonds of such Series or

impose any condition on or otherwise modify the Issuer's obligation to make

payments on the Bonds of such Series;

(vii) change any payment-related circumstance under which the Bonds of such Series

may be declared due and payable prior to their stated maturity;

(viii) change the seniority or ranking of the Bonds of such Series;

(ix) change the law governing the Bonds of such Series;

(x) change the principal amount of outstanding Bonds of such Series or, in the case

of a Cross-Series Modification, the principal amount of Debt Securities of any

other Series required to approve a proposed modification in relation to the Bonds

of such Series, the principal amount of outstanding Bonds of such Series required

for a quorum to be present, or the rules for determining whether a Bond of such

Series is outstanding for these purposes; or

(xi) change the definition of a "Reserved Matter", a "Cross-Series Modification",

"Uniformly Applicable" or a "Relevant Series",

and has the same meaning in relation to the Debt Securities of any other Series

save that any of the foregoing references to the Bonds or any agreement

governing the issuance or administration of the Bonds shall be read as references

to such other Debt Securities or any agreement governing the issuance or

administration of such other Debt Securities;

(h) "Series" means, for the purposes of this Annex, a tranche of Debt Securities,

together with any further tranche or tranches of Debt Securities that, in relation to

each other and to the original tranche of Debt Securities, are (i) identical in all

respects except for their date of issuance or first payment date, and (ii) expressed to

be consolidated and form a single series, and includes the Bonds of any Series and

any further issuance of Bonds of such Series;

(i) "Uniformly Applicable" means a modification by which holders of Debt Securities

of all Relevant Series are invited to:

(i) exchange, convert or substitute their Debt Securities or amend the terms and

conditions of their Debt Securities on a basis which would have the effect of

reducing the principal amount outstanding by the same proportion under all

Relevant Series;

(ii) exchange, convert or substitute their debt securities or amend the terms and

conditions of their Debt Securities on a basis which would have the effect of

extending the respective date on which principal amounts are payable under all

Relevant Series by either the same period or by the same proportion;

37

(iii) exchange, convert or substitute their Debt Securities on the same terms for (i)

the same new instrument or other consideration or (ii) a new instrument, new

instruments or other consideration from an identical menu of instruments or

other consideration;

(iv) amend the terms and conditions of their Debt Securities such that each Relevant

Series is amended on a basis which would, following implementation of such

amendments, result in the amended Debt Securities having identical provisions

(other than provisions which are necessarily different having regard to different

currency of issuance);

(v) in relation to the following Reserved Matters only, namely the Reserved Matters

set out in any of the sub-paragraphs (v), (vii), (viii), (ix), (x) and (xi) of the

definition of "Reserved Matter", amend the same term or terms in the terms and

conditions of their Debt Securities such that each Relevant Series is amended on

a basis which would, following implementation of such amendments, result in

the amended Debt Securities being the subject of an identical amendment; or

(vi) amend the terms and conditions of their Debt Securities such that each Relevant

Series is amended on a basis which would, following implementation of such

amendments, result in one or more interest payment dates being extended by the

same period other than where such an extension results from any extension of

maturity in which case sub-paragraph (ii) of this definition of "Uniformly

Applicable" shall apply.

(j) "electronic platform" means any form of telephony or electronic platform or

facility and includes, without limitation, telephone and video conference call and

application technology systems;

(k) "meeting" means a meeting convened pursuant to Part II of this Annex by the

Issuer and whether held as a physical meeting or as a virtual meeting;

(l) "physical meeting" means any meeting attended by persons present in person at

the physical location specified in the notice of such meeting;

(m) "Record Date", for the purposes of this Annex and in relation to any proposed

modification, means the date fixed by the Issuer for determining the holders of

Bonds of a Series and, in the case of a Cross-Series Modification, the holders of

Debt Securities of each other Series that are entitled to vote on or sign a written

resolution in relation to the proposed modification;

(n) "virtual meeting" means any meeting held via an electronic platform;

(o) "written resolution" means a resolution signed by or on behalf of holders of the

requisite majority of the Bonds of a Series and it will be valid for all purposes as if

it was a resolution passed at a meeting of Bondholders of such Series duly convened

and held in accordance with these provisions. A written resolution may be set out

in one or more documents in like form each signed by or on behalf of one or more

Bondholders of such Series; and

(p) "Zero Coupon Obligation" means a Debt Security that does not expressly provide

for the accrual of interest, and includes the former component parts of a Debt

Security that did expressly provide for the accrual of interest if that component part

does not itself expressly provide for the accrual of interest.

38

References in this Part II of Annex 2 to a numbered paragraph or paragraphs are to the

paragraphs contained in this Part II of Annex 2. The terms with capital letters that have

not been defined in this Part II of Annex 2, but used in this part, shall have the meaning

as defined in the Terms.

2. Modification of Bonds

2.1 Reserved Matter Modification

The Terms and any agreement governing the issuance or administration of the Bonds of

any Series may be modified in relation to a Reserved Matter with the consent of the

Issuer and:

2.1.1 the affirmative vote of a holder or holders of not less than 75 per cent. of the

aggregate principal amount of the outstanding Bonds of such Series represented

at a duly called meeting of Bondholders of such Series; or

2.1.2 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, a holder or holders of not less than 66 2/3 per cent.

of the aggregate principal amount of the Bonds of such Series then outstanding.

2.2 Cross-Series Modification (Reserved Matters)

In the case of a Cross-Series Modification, the Terms of the Bonds of a Series and Debt

Securities of any other Relevant Series, and any agreement governing the issuance or

administration of the Bonds of a Series or any other Relevant Series, may be modified

in relation to a Reserved Matter with the consent of the Issuer and:

2.2.1 the affirmative vote of holders of not less than 66 2/3 per cent. of the aggregate

principal amount of the outstanding Debt Securities of all Relevant Series (taken

in the aggregate); or

2.2.2 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, the holders of not less than 66 2/3 per cent. of the

aggregate principal amount of the outstanding Debt Securities of all Relevant

Series (taken in the aggregate).

A separate meeting will be called and held, or a separate written resolution signed, or a

separate approval requested by way of an electronic consent, in relation to the proposed

modification of the Bonds of a Series and the proposed modification of each other

Relevant Series.

2.3 Additional provisions relating to Reserved Matters (Cross-Series Modifications)

In the case of a Cross-Series Modification in relation to a Reserved Matter, the following

additional provisions shall apply:

2.3.1 such Cross-Series Modification must be Uniformly Applicable;

2.3.2 any reference to amending the terms and conditions of Debt Securities in the

definition of Uniformly Applicable shall extend to any agreement governing the

issuance or administration thereof;

39

2.3.3 in order for any Cross-Series Modification under sub-paragraph (ii) of the

definition of Uniformly Applicable to be regarded as extending principal

amounts by the same proportion, the result of (y) divided by (x) (rounded to two

decimal places) shall be the same for each Relevant Series, where: (x) is the

original residual maturity under a Relevant Series in effect immediately prior to

the proposed effective date of such exchange, conversion, substitution or

amendment (ignoring any acceleration thereof), expressed as a number of days;

and (y) is the residual maturity thereof in effect immediately following such

proposed effective date, expressed as a number of days;

2.3.4 where no menu of options is offered, any such Cross-Series Modification under

sub-paragraph (iii) or (iv) of the definition of Uniformly Applicable will not be

considered Uniformly Applicable if, in the case of sub-paragraph (iii) of such

definition, each exchanging, converting or substituting holder of Debt Securities

of any Relevant Series, or in the case of sub-paragraph (iv) of such definition,

each amending holder of Debt Securities of any Relevant Series, is not offered

the same amount of consideration per amount of principal, the same amount of

consideration per amount of interest accrued but unpaid and the same amount of

consideration per amount of past due interest, respectively, as that offered, in the

case of sub-paragraph (iii) of such definition, to each other exchanging,

converting or substituting holder of Debt Securities of any Relevant Series, or

in the case of sub-paragraph (iv) of such definition, to each other amending

holder of Debt Securities of any Relevant Series;

2.3.5 where a menu of options is offered, any such Cross-Series Modification under

sub-paragraph (iii) or (iv) of the definition of Uniformly Applicable will not be

considered Uniformly Applicable if, in the case of sub-paragraph (iii) of such

definition, each exchanging, converting or substituting holder of Debt Securities

of any Relevant Series, or in the case of sub-paragraph (iv) of such definition,

each amending holder of Debt Securities of any Relevant Series, is not offered

the same amount of consideration per amount of principal, the same amount of

consideration per amount of interest accrued but unpaid and the same amount of

consideration per amount of past due interest, respectively, as that offered, in the

case of sub-paragraph (iii) of such definition to each other exchanging,

converting or substituting holder of Debt Securities of any Relevant Series, or

in the case of sub-paragraph (iv) of such definition, to each other amending

holder of Debt Securities of any Relevant Series electing the same option under

such menu of options; and

2.3.6 where a Cross-Series Modification falling within sub-paragraph (i) or (ii) of the

definition of Uniformly Applicable is combined with a Cross-Series

Modification falling within sub-paragraph (vi) of that definition, those

modifications will not be regarded as being Uniformly Applicable unless the

requirement described in sub-paragraph 2.3.4 above is satisfied in relation to

those combined modifications.

2.4 Non-Reserved Matter Modification

The Terms of the Bonds of a Series and any agreement governing the issuance or

administration of the Bonds of a Series may be modified in relation to any matter other

than a Reserved Matter with the consent of the Issuer and:

40

2.4.1 the affirmative vote of a holder or holders of more than 50 per cent. of the

aggregate principal amount of the outstanding Bonds of such Series represented

at a duly called meeting of Bondholders of such Series; or

2.4.2 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, a holder or holders of more than 50 per cent. of the

aggregate principal amount of the outstanding Bonds of such Series.

2.5 Cross-Series Modification (Non-Reserved Matters)

In the case of a Cross-Series Modification, the Terms of the Bonds of a Series and Debt

Securities of any other Relevant Series, and any agreement governing the issuance or

administration of the Bonds or any other Relevant Series, may be modified in relation

to any matter other than a Reserved Matter with the consent of the Issuer and:

2.5.1 the affirmative vote of holder of more than 50 per cent. of the aggregate principal

amount of the outstanding Debt Securities of all Relevant Series (taken in the

aggregate); or

2.5.2 a written resolution signed by or on behalf of, or the approval of a resolution by

way of electronic consent of, the holders of more than 50 per cent. of the

aggregate principal amount of the outstanding Debt Securities of all Relevant

Series (taken in the aggregate).

A separate meeting will be called and held, or a separate written resolution signed, or a

separate approval requested by way of an electronic consent, in relation to the proposed

modification of the Bonds of a Series and the proposed modification of each other

Relevant Series.

2.6 Zero-Coupon Obligations

2.6.1. In determining whether a proposed modification has been approved by the

requisite principal amount of Bonds of a Series and Debt Securities of one or

more other Series if the modification involves a Zero Coupon Obligations, the

principal amount of each such Zero Coupon Obligation will be equal to its

nominal amount or, if its stated maturity date has not yet occurred, to the present

value of its nominal amount;

2.6.2 For purposes of paragraph 2.6.1 above, the present value of a Zero Coupon

Obligation is determined by discounting the nominal amount (or, if applicable,

the adjusted nominal amount) of that Zero Coupon Obligation from its stated

maturity date to the Record Date at the specified discount rate using the

applicable market day-count convention, where the specified discount rate is the

yield to maturity of that Zero Coupon Obligation at issuance or, if more than one

tranche of that Zero Coupon Obligation has been issued, the yield to maturity of

that Zero Coupon Obligation at the arithmetic average of all the issue prices of

all the Zero Coupon Obligations of that series of Zero Coupon Obligations

weighted by their nominal amounts.

2.7 Outstanding Bonds

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In determining how many Bonds are outstanding or whether holders of the requisite

principal amount of outstanding Bonds of a Series have voted in favour of a proposed

modification or whether a quorum (whether or not required) is present at any meeting

of Bondholders of a Series called to vote on a proposed modification, a Bond of a Series

will be deemed to be not outstanding, and may not be voted for or against a proposed

modification or counted in determining whether a quorum is present, if, on the Record

Date for the proposed modification:

2.7.1 the Bond has previously been cancelled;

2.7.2 the Bond has previously been called for redemption in accordance with its terms

or previously become due and payable at maturity or otherwise and the Issuer

has previously satisfied its obligation to make all payments due in respect of the

Bond in accordance with its terms;

2.7.3 the Bond has become void or claims in respect of the Bond have become

prescribed;

2.7.4 the Bond is held by the Issuer, by a department, ministry or agency of the Issuer,

or by a corporation, trust or other legal entity that is controlled by the Issuer or

a department, ministry or agency of the Issuer and, in the case of a Bond held by

any such above-mentioned corporation, trust or other legal entity, the holder of

the Bond does not have autonomy of decision, where:

(i) the holder of a Bonds for these purposes is the entity legally entitled to

vote the Bond for or against a proposed modification or, if different, the

entity whose consent or instruction is by contract required, directly or

indirectly, for the legally entitled holder to vote the Bond for or against

a proposed modification; and

(ii) a corporation, trust or other legal entity is controlled by the Issuer or by

a department, ministry or agency of the Issuer if the Issuer or any

department, ministry or agency of the Issuer has the power, directly or

indirectly, through the ownership of voting securities or other ownership

interests, by contract or otherwise, to direct the management of, or elect

or appoint a majority of, the board of directors or other persons

performing similar functions in lieu of, or in addition to, the board of

directors of that legal entity.

For the purposes of this paragraph 2.7.4, the holder of a Bond has autonomy of decision

if, under applicable law, rules or regulations and independent of any direct or indirect

obligation the holder may have in relation to the Issuer:

(a) the holder may not, directly or indirectly, take instruction from the Issuer on how

to vote on a proposed modification; or

(b) the holder, in determining how to vote on a proposed modification, is required

to act in accordance with an objective prudential standard, in the interest of all

of its stakeholders or in the holder's own interest; or

(c) the holder owes a fiduciary or similar duty to vote on a proposed modification

in the interest of one or more persons other than a person whose holdings of

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Bonds (if that person then held any Bonds) would be deemed to be not

outstanding under this paragraph 2.7.

2.8 Outstanding Debt Securities

In determining whether holders of the requisite principal amount of outstanding Debt

Securities of another series have voted in favour of a proposed Cross-Series

Modification or whether a quorum is present at any meeting of the holders of such Debt

Securities called to vote on a proposed Cross-Series Modification, an affected Debt

Security will be deemed to be not outstanding, and may not be voted for or against a

proposed Cross-Series Modification or counted in determining whether a quorum is

present, in accordance with the applicable terms and conditions of that Debt Security.

2.9 Entities having autonomy of decision

For transparency purposes, the Issuer will publish, promptly following the Issuer's

formal announcement of any proposed modification of the Bonds of any Series, but in

no event less than 10 days prior to the Record Date for the proposed modification, a list

identifying each corporation, trust or other legal entity that, for purposes of paragraph

2.7.4:

2.9.1 is then controlled by the Issuer or by a department, ministry or agency of the

Issuer;

2.9.2 has, in response to an enquiry from the Issuer, reported to the Issuer that it is

then the holder of one or more Bonds; and

2.9.3 does not have autonomy of decision in respect of its holdings of the relevant

Bonds.

2.10 Exchange and Conversion

Any duly approved modification of the Terms of the Bonds of a Series may be

implemented by means of a mandatory exchange or conversion of the Bonds of such

Series for new Debt Securities containing the modified terms and conditions if the

proposed exchange or conversion is notified to Bondholders of such Series prior to the

Record Date for the proposed modification. Any conversion or exchange undertaken to

implement a duly approved modification will be binding on all Bondholders of such

Series.

3. Tabulation Agent

3.1 Appointment and Responsibility

The Issuer will appoint a person (the "Tabulation Agent") to calculate whether a

proposed modification has been approved by the requisite principal amount of

outstanding Bonds of a Series and, in the case of a Cross-Series Modification, by the

requisite principal amount of outstanding Debt Securities of the Relevant Series. In the

case of a Cross-Series Modification, the same person will be appointed as the Tabulation

Agent for the proposed modification of the Bonds of a Series and each other Relevant

Series.

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3.2 Certificate

The Issuer will provide to the Tabulation Agent and publish, prior to the date of any

meeting called to vote on a proposed modification or the date fixed by the Issuer for the

signing of a written resolution in relation to a proposed modification, a certificate:

3.2.1 listing the total principal amount of Bonds of the relevant Series and, in the case

of a Cross-Series Modification, Debt Securities of each other Relevant Series

outstanding on the Record Date for purposes of paragraph 2.7;

3.2.2 specifying the total principal amount of Bonds of the relevant Series and, in the

case of a Cross-Series Modification, Debt Securities of each other Relevant

Series that are deemed under paragraph 2.7.4 to be not outstanding on the Record

Date; and

3.2.3 identifying the holders of the Bonds of the relevant Series and, in the case of a

Cross-Series Modification, Debt Securities of each other Relevant Series,

referred to in paragraph 3.2.2

determined, if applicable, in accordance with the provisions of paragraph 2.6.

3.3 Reliance

The Tabulation Agent may rely on any information contained in the certificate provided

by the Issuer, and that information will be conclusive and binding on the Issuer and the

Bondholders of the relevant Series unless:

3.3.1 an affected Bondholders of such Series delivers a substantiated written objection

to the Issuer in relation to the certificate before the vote on a proposed

modification or the signing of a written resolution in relation to a proposed

modification; and

3.3.2 that written objection, if sustained, would affect the outcome of the vote taken

or the written resolution signed in relation to the proposed modification.

In the event a substantiated written objection is timely delivered, any information relied

on by the Tabulation Agent will nonetheless be conclusive and binding on the Issuer

and affected Bondholders of such Series if:

(a) the objection is subsequently withdrawn;

(b) the Bondholder of such series that delivered the objection does not commence

legal action in respect of the objection before a court of competent jurisdiction

within 15 days of the publication of the results of the vote taken or the written

resolution signed in relation to the proposed modification; or

(c) a court of competent jurisdiction subsequently rules either that the objection is

not substantiated or would not in any event have affected the outcome of the

vote taken or the written resolution signed in relation to the proposed

modification.

3.4 Publication

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The Issuer will arrange for the publication of the results of the calculations made by the

Tabulation Agent in relation to a proposed modification promptly following the meeting

called to consider that modification or, if applicable, the date fixed by the Issuer for

signing a written resolution in respect of that modification.

3.5 No Liability

All notifications, opinions, determinations, certificates, calculations quotations and

decisions expressed, made or obtained for the purposes of this paragraph 3 by the

Tabulation Agent will (in the absence of manifest error) be binding on the Issuer and

the Bondholders and (subject as aforesaid) no liability to any such person will attach to

the Tabulation Agent in connection with the exercise or non-exercise by it of its powers,

duties and discretions for such purposes.

4. Bondholder Meetings; Written Resolutions

4.1 General

The provisions set out below, and any additional rules adopted and published by the

Issuer, will, to the extent consistent with the provisions set out below, apply to any

meeting of Bondholders of any Series called to vote on a proposed modification and to

any written resolution adopted in connection with a proposed modification. Any action

contemplated in this paragraph 4 to be taken by the Issuer may instead be taken by an

agent acting on behalf of the Issuer.

4.2 Convening Meetings

A meeting of Bondholders of a Series:

4.2.1 may be convened by the Issuer at any time; and

4.2.2 will be convened by the Issuer if an Event of Default in relation to the Bonds

has occurred and is continuing and a meeting is requested in writing by the

holders of not less than 10 per cent. of the aggregate principal amount of the

Bonds of the relevant Series then outstanding.

4.3 Notice of Meetings

The notice convening a meeting of Bondholders of a Series will be published by the

Issuer at least 21 days prior to the date of the meeting or, in the case of an adjourned

meeting, at least 14 days prior to the date of the adjourned meeting. The notice will:

4.3.1 state the time, date and venue of the meeting (or the details of the electronic

platform to be used in the case of a virtual meeting). With respect to a virtual

meeting, each such notice shall set out such other and further details as are

required under paragraph 6;

4.3.2 set out the agenda and quorum (if any) for, and the text of any resolutions

proposed to be adopted at, the meeting;

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4.3.3 specify the Record Date for the meeting, being not more than five Business Days

before the date of the meeting, and the documents required to be produced by a

Bondholder in order to be entitled to participate in the meeting;

4.3.4 state whether paragraph 2.2 (Cross-Series Modification (Reserved Matter)) or

2.5 (Cross-Series Modification (Non-Reserved Matter)) shall apply and, if

relevant, in relation to which other series of Debt Securities it applies;

4.3.5 state if the proposed modification relates to two or more series of Debt Securities

issued by it and contemplates aggregation in more than one group of debt

securities and, if so, a description of the proposed treatment of each such group

of Debt Securities;

4.3.6 include the form of instrument to be used to appoint a proxy to act on a

Bondholder’s behalf;

4.3.7 set out any additional rules adopted by the Issuer for the convening and holding

of the meeting; and

4.3.8 identify the person appointed as the Tabulation Agent for any proposed

modification to be voted on at the meeting.

4.4 Cancellation of meeting

A meeting that has been validly convened in accordance with paragraph 4.2, may be

cancelled by the person who convened such meeting by giving at least seven days' notice

(exclusive of the day on which the notice is given and of the day of the meeting) to the

Bondholders. Any meeting cancelled in accordance with this paragraph 4.4 shall be

deemed not to have been convened.

4.5 Chair

The chair of any meeting of Bondholders of a Series will be appointed:

4.5.1 by the Issuer; or

4.5.2 if the Issuer fails to appoint a chair or the person nominated by the Issuer is not

present at the meeting, by holders of more than 50 per cent. of the aggregate

principal amount of the Bonds of the relevant Series then outstanding

represented at the meeting.

4.6 Quorum

No business will be transacted at any meeting in the absence of a quorum other than the

choosing of a chair if one has not been appointed by the Issuer. The quorum at any

meeting at which Bondholders of any Series will vote on a proposed modification to, or

a proposed modification of:

4.6.1 a Reserved Matter under paragraph 2.1 will be one or more persons present or

represented at the meeting and holding not less than 66 2/3 per cent. of the

aggregate principal amount of the Bonds of such Series then outstanding; and

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4.6.2 a matter other than a Reserved Matter under paragraph 2.4 will be one or more

persons present or represented at the meeting and holding not less than 50 per

cent. of the aggregate principal amount of the Bonds of such Series then

outstanding.

This paragraph 4.6 shall not apply in relation to any Cross-Series Modification voted

pursuant to paragraphs 2.2 or 2.5.

4.7 Adjourned Meetings

Where a meeting is subject to a quorum pursuant to paragraph 4.6, if a quorum is not

present within 30 minutes of the time appointed for a meeting, the meeting may be

adjourned for a period of not more than 42 days and not less than 14 days as determined

by the chair of the meeting. The quorum for any adjourned meeting will be one or more

persons present and holding:

4.7.1 not less than 66 2/3 per cent. of the aggregate principal amount of the Bonds of

the relevant Series then outstanding in the case of a proposed Reserved Matter

modification voted under paragraph 2.1; and

4.7.2 not less than 25 per cent. of the aggregate principal amount of the Bonds of the

relevant Series then outstanding in the case of a non-Reserved Matter

modification voted under paragraph 2.4.

This paragraph 4.7 shall not apply in relation to any Cross-Series Modification voted

pursuant to paragraphs 2.2 or 2.5.

4.8 Written Resolutions

A written resolution signed by or on behalf of holders of the requisite majority of the

Bonds of a Series will be valid for all purposes as if it was a resolution passed at a

meeting of Bondholders of such Series duly convened and held in accordance with these

provisions. A written resolution may be set out in one or more documents in like form

each signed by or on behalf of one or more Bondholders of such Series.

4.9 Entitlement to Vote

Any person who is a holder of an outstanding Bond of a Series on the Record Date for

a proposed modification, and any person duly appointed as a proxy by a holder of an

outstanding Bond of a Series on the Record Date for a proposed modification, will be

entitled to vote on the proposed modification at a meeting of Bondholders of such Series

and to sign a written resolution with respect to the proposed modification.

4.10 Voting

Every proposed modification will be submitted to a vote of the holders of outstanding

Bonds of the relevant Series represented at a duly called meeting or to a vote of the

holders of all outstanding Bonds of the relevant Series by means of a written resolution

without the need for a meeting. A holder may cast votes on each proposed modification

equal in number to the principal amount of the holder's outstanding Bonds of such

Series.

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For these purposes in the case of a Cross-Series Modification involving a Zero Coupon

Obligation, the principal amount of each such Zero Coupon Obligation will be

determined in accordance with paragraph 2.6.2; and

4.11 Proxies

A holder of a Bond may, by an instrument in writing executed by or on behalf of the

holder and delivered to the Issuer at least 48 hours before the time fixed for a meeting,

appoint any person (a "proxy") to act on his behalf in connection with that meeting. A

proxy need not be a Bondholder. Appointment of a proxy pursuant to any form other

than the form enclosed with the notice of the meeting will not be valid for these

purposes.

4.12 Legal Effect and Revocation of a Proxy

A proxy duly appointed in accordance with the above provisions will, subject to

paragraph 2.7 and for so long as that appointment remains in force, be deemed to be

(and the person who appointed that proxy will be deemed not to be) the holder of the

Bonds to which that appointment relates, and any vote cast by a proxy will be valid,

notwithstanding the prior revocation or amendment of the appointment of that proxy,

unless the Issuer has received notice or has otherwise been informed of the revocation

or amendment at least 48 hours before the time fixed for the commencement of the

meeting at which the proxy intends to cast its vote or, if applicable, the signing of a

written resolution.

4.13 Binding Effect

A resolution duly passed at a meeting of holders convened and held in accordance with

these provisions, and a written resolution duly signed by the requisite majority of

Bondholders of a Series, will be binding on all Bondholders of such Series, whether or

not the holder was present at the meeting, voted for or against the resolution or signed

the written resolution.

4.14 Manifest Error, Technical Amendments, etc.

Notwithstanding anything to the contrary herein, the terms and conditions of the Bonds

of a Series and any agreement governing the issuance or administration of the Bonds of

a Series may be modified by the Issuer without the consent of Bondholders of such

Series:

4.14.1 to correct a manifest error or cure an ambiguity; or

4.14.2 if the modification is of a formal or technical nature or for the benefit of

Bondholders of such Series.

The Issuer will publish the details of any modification of the Bonds of a Series made

pursuant to this paragraph 4.14 within 10 days of the modification becoming legally

effective.

4.15 Publication

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The Issuer will, without undue delay, publish all duly adopted resolutions and written

resolutions.

5. Publication

5.1 Notices and Other Matters

The Issuer will publish all notices and other matters required to be published pursuant

to the above provisions in accordance with the Terms of the Bonds:

5.1.1 on the Webpage;

5.1.2 through Nasdaq CSD (provided that Nasdaq CSD enables such communication);

5.1.3 in such other places, including in the Issuer's official gazette, and in such other

manner as may be required by applicable law or regulation.

6. Additional provisions applicable to Virtual Meetings

6.1 The Issuer may decide to hold a virtual meeting and, in such case, shall provide details

of the means for Bondholders or their proxies or representatives to attend and participate

in the meeting, including the electronic platform to be used.

6.2 The Issuer or the chair may make any arrangement and impose any requirement or

restriction as is necessary to ensure the identification of those entitled to take part in the

virtual meeting and the security of the electronic platform. All documentation that is

required to be passed between persons present at the virtual meeting (in whatever

capacity) shall be communicated by email or by other means chosen by the Issuer.

6.3 All resolutions put to a virtual meeting shall be voted on by a poll in accordance with

paragraph 4.10 above and such poll votes may be cast by such means as the Issuer

considers appropriate for the purposes of the virtual meeting.

6.4 Persons seeking to attend or participate in a virtual meeting shall be responsible for

ensuring that they have access to the facilities (including, without limitation, IT systems,

equipment and connectivity) which are necessary to enable them to do so.

6.5 In determining whether persons are attending or participating in a virtual meeting, it is

immaterial whether any two or more members attending it are in the same physical

location as each other or how they are able to communicate with each other.

6.7 The Issuer may make whatever arrangements they consider appropriate to enable those

attending a virtual meeting to exercise their rights to speak or vote at it.

6.8 A person is able to exercise the right to speak at a virtual meeting when that person is

in a position to communicate to all those attending the meeting, during the meeting, as

contemplated by the relevant provisions of Part II of this Annex.

6.9 A person is able to exercise the right to vote at a virtual meeting when:

6.9.1 that person is able to vote, during the meeting, on resolutions put to the vote at

the meeting; and

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6.9.2 that person's vote can be taken into account in determining whether or not such

resolutions are passed at the same time as the votes of all the other persons

attending the meeting who are entitled to vote at such meeting.