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

CLIFFORD CHANCE LLP

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EXECUTION VERSION

THE REPUBLIC OF ESTONIA

EURO MEDIUM TERM NOTE PROGRAMME

DEED OF COVENANT

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THIS DEED OF COVENANT is made on 19 October 2023

___________________________________

BY

(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF FINANCE (the "Issuer")

IN FAVOUR OF

(2) THE ACCOUNTHOLDERS (as defined below); and

(3) THE PERSONS for the time being and from time to time registered as holders of the Notes referred to below (the "Noteholders" and, together with the Accountholders (as defined below), the "Beneficiaries").

WHEREAS

(A) The Issuer has established a Euro Medium Term Note Programme (the "Programme") for the issuance of notes (the "Notes"), in connection with which it has entered into a dealer agreement dated 19 October 2023 (as amended and restated from time to time, the "Dealer Agreement") and an issue and paying agency agreement dated 19 October 2023 (as amended and restated from time to time, the "Agency Agreement").

(B) The Issuer has made applications to the Irish Stock Exchange plc, trading as Euronext Dublin for Notes issued under the Programme to be admitted to listing on the official list of Euronext Dublin and for the Notes issued under the Programme to be admitted to trading on the regulated market of Euronext Dublin. The regulated market of Euronext Dublin is a regulated market for the purposes of Directive 2014/65/EU (as amended). Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.

(C) In connection with the Programme, the Issuer has prepared an offering circular dated 19 October 2023 (as such may be supplemented, updated or replaced from time to time, the "Offering Circular").

(D) Notes issued under the Programme will be issued pursuant to the Offering Circular describing the Programme and the relevant Pricing Supplement in respect of the particular Tranche of Notes.

(E) Notes issued under the Programme will be issued in registered form and may be in the form of one or more global note certificates ("Global Note Certificates").

(F) The Issuer wishes to constitute the Notes by deed poll and to make arrangements for the protection of the interests of Accountholders in certain circumstances.

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NOW THIS DEED OF COVENANT WITNESSES as follows:

1. INTERPRETATION

1.1 Definitions

All terms and expressions which have defined meanings in the Conditions or the Agency Agreement shall have the same meanings in this Deed of Covenant except where the context requires otherwise or unless otherwise stated. In addition, in this Deed of Covenant the following expressions have the following meanings:

"Accountholder" means any accountholder or participant with a Clearing System which at the Determination Date has credited to its securities account with such Clearing System one or more Entries in respect of a Global Note Certificate, except for either Clearing System in its capacity as an accountholder of the other Clearing System;

"Clearing System" means each of Euroclear Bank SA/NV, Clearstream Banking S.A. and any other clearing system specified in the relevant Pricing Supplement;

"Conditions" means the terms and conditions set out in the Offering Circular except that, in relation to any particular Tranche of Notes, it means the Conditions (as defined in the Offering Circular) as supplemented, amended and/or replaced by the relevant Pricing Supplement, and any reference to a numbered Condition shall be construed accordingly;

"Determination Date" means, in relation to any Global Note Certificate, the date on which such Global Note Certificate becomes void in accordance with its terms;

"Direct Rights" means the rights referred to in Clause 3 (Direct Rights - Creation);

"Entry" means, in relation to a Global Note Certificate, any entry which is made in the securities account of any Accountholder with a Clearing System in respect of Notes represented by such Global Note Certificate;

"Holder" means a person in whose name a Note is registered in the Register or, in the case of joint holders, the first named thereof; and

"Principal Amount" means, in respect of any Entry, the aggregate principal amount of the Notes to which such Entry relates.

1.2 Clauses

Any reference in this Deed of Covenant to a Clause is, unless otherwise stated, to a clause hereof.

1.3 Other agreements

All references in this Deed of Covenant to an agreement, instrument or other document (including the Offering Circular, the Dealer Agreement and the Agency Agreement) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time. In addition, in the context of any particular Tranche of Notes, each reference in this Deed

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of Covenant to the Offering Circular shall be construed as a reference to the Offering Circular as supplemented and/or amended by the relevant Pricing Supplement.

1.4 Legislation

Any reference in this Deed of Covenant to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.5 Headings

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Deed of Covenant.

1.6 Benefit of Deed of Covenant

Any Notes issued under the Programme on or after the date of this Deed of Covenant (other than any Notes issued so as to be consolidated and form a single Series with the Notes of any Series issued up to and including the date of this Deed of Covenant) shall have the benefit of this Deed of Covenant but shall not have the benefit of any subsequent deed of covenant relating to the Programme (unless expressly so provided in any such subsequent deed).

2. THE NOTES

The Issuer hereby constitutes the Notes and covenants in favour of each Noteholder that it will duly perform and comply with the obligations expressed to be undertaken by it in each Note Certificate and in the Conditions (and for this purpose any reference in the Conditions to any obligation or payment under or in respect of the Notes shall be construed to include a reference to any obligation or payment under or pursuant to this provision).

3. DIRECT RIGHTS

Creation

If any Global Note Certificate representing all or part of a Tranche of Notes becomes void in accordance with its terms, each Accountholder shall have against the Issuer all rights ("Direct Rights") which such Accountholder would have had in respect of the Notes if, immediately before the Determination Date in relation to that Global Note Certificate, it had been the Holder of an Individual Note Certificate of that Tranche, duly executed, authenticated and issued, in an aggregate principal amount equal to the Principal Amount of such Accountholder's Entries relating to the Global Note Certificate and a duly completed, executed and authenticated Individual Note Certificate had been issued to such Accountholder in respect of such holding, including (without limitation) the right to receive all payments due at any time in respect of the Notes represented by such Individual Note Certificate as if such Individual Note Certificate had (where required by the Conditions) been duly presented and (where required by the Conditions) surrendered on the due date in accordance with the Conditions. Anything which might prevent the issuance of Definitive Notes or an Individual Note Certificates in an aggregate principal amount equal to the Principal

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Amount of any Entry of any Accountholder shall be disregarded for the purposes of this Clause 3, but without prejudice to its effectiveness for any other purpose.

3.1 No Further Action

No further action shall be required on the part of the Issuer or any other person:

3.1.1 Direct Rights: for the Accountholders to enjoy the Direct Rights; or

3.1.2 Benefit of the Conditions: for each Accountholder to have the benefit of the Conditions as if they had been incorporated mutatis mutandis into this Deed of Covenant,

provided, however, that nothing herein shall entitle any Accountholder to receive any payment in which has already been made in accordance with the terms of a Global Note Certificate.

4. EVIDENCE

4.1 Records

The records of the Clearing Systems shall be conclusive as to the identity of the Accountholders and the respective amounts of Notes credited to their securities accounts and a statement issued by a Clearing System setting out:

4.1.1 the name of the Accountholder in respect of which it is issued; and

4.1.2 the Principal Amount of any Entry credited to the securities account of such Accountholder with such Clearing System on any date,

shall be conclusive evidence for all purposes of this Deed of Covenant.

4.2 Determination Date

If a Clearing System determines the Determination Date, such determination shall be binding on the Issuer and all Accountholders with such Clearing System.

5. DEPOSIT OF DEED OF COVENANT

This Deed of Covenant shall be deposited with and held by the Fiscal Agent for so long as the Programme remains in effect and thereafter until the date on which all the obligations of the Issuer under or in respect of the Notes (including, without limitation, its obligations under this Deed of Covenant) have been discharged in full. The Issuer hereby acknowledges the right of every Beneficiary to the production of this Deed of Covenant.

6. STAMP DUTIES

The Issuer shall pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the execution and delivery of this Deed of Covenant, and shall indemnify each Beneficiary against any claim, demand, action, liability, damages, cost,

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loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur or which may be made against it as a result or arising out of or in relation to any failure to pay or delay in paying any of the same.

7. BENEFIT OF DEED OF COVENANT

7.1 Deed Poll

This Deed of Covenant shall take effect as a deed poll for the benefit of the Beneficiaries from time to time.

7.2 Benefit

This Deed of Covenant shall enure to the benefit of each Beneficiary and its (and any subsequent successors and assigns), each of which shall be entitled severally to enforce this Deed of Covenant against the Issuer.

7.3 Assignment

The Issuer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Deed of Covenant. Each Beneficiary shall be entitled to assign all or any rights and benefits hereunder.

8. PARTIAL INVALIDITY

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby.

9. NOTICES

9.1 Address for Notices

All notices and other communications to the Issuer hereunder shall be made in writing (by letter or email) and shall be sent to the Issuer at:

Ministry of Finance of Estonia 1, Suur-Ameerika Street 10122 Tallinn Estonia Email: [email protected]

Attention: State Treasury

or to such other address or email or for the attention of such other person or department as the Issuer has notified to the Noteholders in the manner prescribed for the giving of notices in connection with the Notes.

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9.2 Effectiveness

Every notice or other communication sent in accordance with Clause 9.1 (Address for Notices) shall be effective upon receipt by the Issuer provided, however, that any such notice or other communication which would otherwise take effect after 4.00pm on any particular day shall not take effect until 10.00am on the immediately succeeding business day in the place of the Issuer.

10. GOVERNING LAW AND ARBITRATION

10.1 Governing law

This Deed of Covenant (including a dispute relating to its existence, validity or termination) and any non-contractual obligation or other matter arising out of or in connection with this Deed of Covenant shall be governed, and construed in accordance with, by English law. The governing law of this Clause 10 (Governing Law and Arbitration) shall also be the substantive law of England.

10.2 Arbitration

Any dispute, claim difference or controversy arising out of or in connection with this Deed of Covenant (including any dispute relating to its existence, validity or termination, or any non-contractual obligation or other matter arising out of or in connection with it) (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration ("LCIA") (the "Rules"), which Rules (as amended from time to time) are incorporated by reference into this Clause 10.2 (Arbitration). For these purposes:

10.2.1 any Request for Arbitration (as defined in the Rules) may be served by delivery to the process agent in accordance with Clause 10.3 (Service of process);

10.2.2 the seat, or legal place of arbitration, shall be London, England where all hearings and meetings shall be held, unless the parties agree otherwise;

10.2.3 there shall be three arbitrators, each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. The claimant(s) and the respondent(s) shall nominate an arbitrator respectively. If one party fails to appoint an arbitrator within 30 days of receiving notice of the appointment of an arbitrator by the other party, then that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall be the chairman of the tribunal, shall be nominated by the two party-nominated arbitrators. If he is not chosen and appointed within fifteen (15) days of the last of their appointments, he shall be appointed by the LCIA;

10.2.4 the language of the arbitration shall be English;

10.2.5 any award of the tribunal shall be binding from the day it is made, and the parties to this Deed of Covenant hereby waive any right to refer any question of law and any right of appeal on the law and/or merits to any court;

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10.2.6 it is agreed that the arbitrators shall have no authority to award exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under the relevant applicable law, the parties hereby waive their right, if any, to recover such damages;

10.2.7 this arbitration Clause 10.2 including its validity and scope, shall be governed by English law;

10.2.8 nothing in this Clause 10.2 shall be construed as preventing any party to this Deed of Covenant from seeking conservatory or similar interim relief in any court of competent jurisdiction; and

10.2.9 the parties agree that the arbitration and any facts, documents, awards or other information related to the arbitration or the dispute, controversy or claim to which it relates shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of the other party, unless such disclosure is required to comply with any legal or regulatory requirement.

10.3 Service of process

For the purposes of any court proceedings commenced in support of, or in relation to, arbitral proceedings brought under this Clause 10 (Governing Law and Arbitration), the Issuer agrees that service of process may be effected on it by delivering or posting that process to the Embassy of the Republic of Estonia in London at 44 Queen's Gate Terrace, South Kensington, London SW7 5PJ and agrees that, if for any reason service of process by such means is not possible, it will appoint a third party agent for service of process in England. Nothing in this paragraph shall affect the right of any party to serve process in any other manner permitted by law.

10.4 Waiver of immunity and consent to enforcement

10.4.1 To the extent that the Issuer may in any jurisdiction claim for itself or its revenues, assets or properties ("Sovereign Assets") immunities from suit, execution, attachment (whether in aid of execution, before award or otherwise) in all cases related to the Notes, and to the extent that in any such jurisdiction there may be attributed to itself or its Sovereign Assets such immunity (whether or not claimed), the Issuer hereby irrevocably agrees for the benefit of the Noteholders not to claim and confirms that any such immunity is or has been irrevocably waived to the fullest extent permitted by the laws of such jurisdiction. For the avoidance of doubt, the Issuer submits to the jurisdiction of any arbitral body constituted in accordance with Clause 10.2 (Arbitration), the courts at the legal seat of arbitration in the matters related to the arbitral proceedings and court proceedings in any jurisdiction relating to the enforcement of an arbitral award.

10.4.2 To the extent that the Issuer or any of its Sovereign Assets may be entitled in any jurisdiction to any immunity from set-off or any similar right or remedy, and to the extent that there shall be attributed, in any jurisdiction, such an immunity, the Issuer hereby irrevocably agrees not to claim and confirms that any such immunity is or has been irrevocably waived to the fullest extent

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permitted by the laws of such jurisdiction with respect to any claim, suit, action, proceeding, right or remedy arising out of or in connection with the Notes.

10.4.3 The Issuer further irrevocably consents to the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any Sovereign Assets whatsoever of any order, award or judgment, made or given in connection with any Dispute.

10.4.4 The waiver of immunity by the Issuer herein shall not constitute a waiver of immunity in relation to:

(i) present or future "premises of the mission" as defined in the Vienna Convention on Diplomatic Relations signed in 1961;

(ii) "consular premises" as defined in the Vienna Convention on Consular Relations signed in 1963;

(iii) any other property or assets used solely or mainly for official non- commercial state purposes in the Republic of Estonia or elsewhere;

(iv) military property or military assets of the Republic of Estonia related thereto; or

(v) any non-transferable national assets and national assets with priority importance as defined in or in accordance with applicable Estonian laws. It is acknowledged that there is no specific law in Estonia governing the waiving of immunity by the Issuer. Further, in accordance with the Code of Enforcement Procedure, assets or things in restricted commerce which the Republic of Estonia or local government need for the performance of public duties or the enforcement of which would be contrary to public interest, shall not be subject to enforcement.

10.5 Consolidation of disputes

10.5.1 In this sub-clause:

"Consolidation Order" means an order by a Tribunal that a Primary Dispute and a Linked Dispute be consolidated and heard as one dispute in the same arbitral proceedings.

"Linked Agreement" means the Notes, Global Note Certificate, Deed of Covenant, Agency Agreement, Dealer Agreement, Subscription Agreement and any other agreement entered into in connection with the issue of the Notes.

"Linked Dispute" means any Dispute and/or any dispute, claim, difference or controversy arising out of or in connection with any Linked Agreement (including any dispute relating to its existence, validity or termination or any non-contractual obligation or other matter arising out of or in connection with it), in which a Request for Arbitration is served after a Request for Arbitration has been served in respect of a Primary Dispute.

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"Primary Dispute" means any Dispute and/or any dispute, claim, difference or controversy arising out of or in connection with any Linked Agreement (including any dispute relating to its existence, validity or termination or any non-contractual obligation or other matter arising out of or in connection with it) in which a Request for Arbitration has been served before a Request for Arbitration is served in relation to a Linked Dispute.

"Tribunal" means any arbitral tribunal appointed under this Deed of Covenant or any Linked Agreement.

10.5.2 If any Linked Dispute raises issues of fact and/or law which are substantially the same as or similar to issues raised in any Primary Dispute then, notwithstanding that a Tribunal may already have been agreed or appointed in respect of the Linked Dispute, any party (the "Notifying Party") to both the Primary Dispute and the Linked Dispute (the "Notified Disputes") may apply, by service of a written notice (a "Consolidation Notice") in accordance with this Clause, to the Tribunal appointed in relation to the Primary Dispute for a Consolidation Order.

10.5.3 The Notifying Party must serve the Consolidation Notice on all parties to the Notified Disputes, and on any arbitrators already appointed or agreed in connection with any Notified Dispute.

10.5.4 The Tribunal appointed in relation to the Primary Dispute may make a Consolidation Order on hearing an application brought under sub-clause 10.5.2 above if it considers it just, equitable and procedurally efficient to do so and that no party to either the Primary Dispute or the Linked Dispute would be materially prejudiced as a result of such consolidation. In determining whether to make a Consolidation Order, the Tribunal must take account of:

(a) the likelihood and consequences of inconsistent decisions if consolidation is not ordered;

(b) any fault on the part of the party seeking consolidation to make a timely application; and

(c) the likely consequences of consolidation in terms of cost and time.

10.5.5 If the Tribunal appointed in respect of the Primary Dispute makes a Consolidation Order:

(a) it will immediately, to the exclusion of the other Tribunal appointed in a Linked Dispute, have jurisdiction to resolve finally the Notified Disputes;

(b) it must order that notice of the Consolidation Order and its effect be given immediately to any arbitrators already appointed in relation to the Linked Dispute and to all parties to the Notified Disputes;

(c) any appointment of an arbitrator in relation to the Linked Dispute before the date of the Consolidation Order will terminate immediately and that

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arbitrator will be deemed to be functus officio. The termination is without prejudice to:

(i) the validity of any act done, or order made, by that arbitrator or by the court in support of that arbitration before his appointment is terminated;

(ii) his entitlement to be paid his proper fees and disbursements; and

(iii) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision;

(d) it may also give any other directions it considers appropriate to:

(i) give effect to the Consolidation Order and make provisions for any costs which may result from it (including costs in any arbitration terminated as a result of the Consolidation Order); and

(ii) ensure the proper organisation of the arbitration proceedings and the proper formulation and resolution of the issues between the parties;

(e) If a Tribunal appointed in respect of the Primary Dispute arising under a Linked Agreement makes a Consolidation Order which confers on that Tribunal jurisdiction to resolve a Linked Dispute arising under this Deed of Covenant, that Consolidation Order and the award of that Tribunal will bind the parties to the Linked Dispute arising under this Deed of Covenant.

(f) For the avoidance of doubt, where a Tribunal is appointed under this Deed of Covenant or any Linked Agreement, the whole of its award (including any part relating to a Linked Dispute) is deemed for the purposes of the New York Convention on the Recognition and Enforcement of Arbitral Awards 1958 to be contemplated by this Deed of Covenant and that Linked Agreement.

(g) Each of the Issuer and the Joint Lead Managers hereby waives any right to object to the validity and/or enforceability of any arbitral award made by a Tribunal following the grant of a Consolidation Order on the basis that such award was made in arbitral proceedings which were consolidated under this Clause 10.5 or in accordance with an equivalent provision under another Linked Agreement.

10.5.6 Should the Tribunal appointed in relation to the Primary Dispute decline appointment in respect of the Linked Dispute, any rights to submit a Linked Dispute arising under this Deed of Covenant to separate arbitration proceedings under Clause 10.2 (Arbitration) shall be unaffected.

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11. MODIFICATION

The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of this Deed of Covenant. Any such modification may be made by supplemental deed poll if sanctioned by an Extraordinary Resolution and shall be binding on all Beneficiaries.

Project Limestone – Deed of Covenant – Signature Pages

IN WITNESS whereof this Deed of Covenant has been executed by the Issuer and is intended to be and is hereby delivered on the date first before written.

EXECUTED as a deed ) ) ) ) ) by the ) MINISTER OF FINANCE of ) The Republic of Estonia ) as attorney for ) THE REPUBLIC OF ESTONIA ) acting through its ) MINISTRY OF FINANCE )

KÄSKKIRI

Eesti Vabariigi pikaajaliste võlakirjade

programmi tingimuste kinnitamine ja

võlakohustuste võtmiseks volituse andmine

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

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

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

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

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

lõike 2 punktidega 2 ja 3:

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

alljärgnevatel ja käesolevale käskkirjale lisatud pakkumisdokumendis (Lisa 1 Republic of

Estonia Euro Medium Term Note Programme Offering Circular), turustamislepingus

(Lisa 2 Dealer Agreement), agendilepingus (Lisa 3 Agency Agreement) ja kokkuleppes

(Lisa 4 Deed of Covenant) kirjeldatud põhitingimustel:

Programmi nimetus: Eesti Vabariigi pikaajaliste võlakirjade programm

(Republic of Estonia Euro Medium Term Note

Programme)

Programmi eesmärk: Eesti Vabariigi riigi üldise või

eriotstarbelise/erakorralise rahastamise vajaduse

katmine

Programmi kogumaht: Ilma summalise ülempiirita

Riigi poolt tegelikult võetud võlakohustuste, sh

programmi raames võetud võlakohustuste jääk ei tohi

ühelgi ajahetkel ületada riigieelarve seaduse § 69

lõikes 2 nimetatud piirmäära.

Programmi tähtaeg: Tähtajatu

2. Volitan:

1) Sven Kirsipuu –asekantsler,

2) Janno Luurmees – riigikassa osakonna juhataja,

a) tegema kõiki toiminguid punktis 1 nimetatud võlakirju esindava globaalse

registreeritud võlakirja (Global Note) Euroclear Bank SA/NV ja Clearstream Banking

S.A. juures registreerimiseks, sealhulgas volitama Euroclear Bank SA/NV’d ja

Clearstream Banking S.A.’d tegema erinevaid toiminguid seoses punktis 1 nimetatud

19.10.2023

nr 159

võlakirju esindava globaalse registreeritud võlakirjaga, ning allkirjastama ja esitama

punktis 1 nimetatud võlakirju esindava globaalse registreeritud võlakirja Euroclear Bank

SA/NV ja Clearstream Banking S.A. juures registreerimiseks ning registreeringuga

seoses riigi nimel kinnitusi, lepinguid ja muid dokumente;

b) programmi raames emiteeritavate võlakirjade registreerimisel Eesti väärtpaberite

registris, tegema kõiki toiminguid punktis 1 nimetatud võlakirjade registreerimiseks Eesti

väärtpaberite registris, sealhulgas volitama Nasdaq CSD SE Eesti filiaali tegema

erinevaid toiminguid seoses punktis 1 nimetatud ja Eesti väärtpaberite registris

registreeritud võlakirjadega, ning allkirjastama ja esitama punktis 1 nimetatud võlakirjade

Eesti väärtpaberite registris registreerimiseks ning registreeringuga seoses riigi nimel

kinnitusi, lepinguid ja muid dokumente;

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

nimetatud võlakirjade avalikku pakkumist Eestis, sealhulgas tegema kõiki toiminguid

punktis 1 nimetatud võlakirjade arvelduse tehniliseks korraldamiseks, ning sõlmima

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

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

ulatuses, mis on vajalik avaliku pakkumise arveldamiseks;

d) tegema kõiki toiminguid punktis 1 nimetatud võlakirjade Euronext Dublini ametlikus

nimekirjas ja/või Nasdaq Tallinn Balti võlakirjade nimekirjas noteerimiseks ja

kauplemisele võtmiseks, sealhulgas allkirjastama ja esitama punktis 1 nimetatud

võlakirjade noteerimiseks ja kauplemise võtmiseks ning sellega seoses riigi nimel

taotlusi, kinnitusi, lepinguid ja muid dokumente;

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

enne tähtaega tagasi;

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

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

ning allkirjastama lepinguid, volitusi ja muid dokumente.

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

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

isikute ametist lahkumisel).

(allkirjastatud digitaalselt)

Mart Võrklaev

rahandusminister

Lisad:

Lisa 1 Republic of Estonia Euro Medium Term Note Programme, Offering Circular

Lisa 2 Dealer Agreement between the Republic of Estonia as Issuer and Barclays Bank

Ireland Plc and Citigroup Global Markets Europe AG as Arrangers and Dealers

Lisa 3 Issue and Paying Agency Agreement between the Republic of Estonia as Issuer and

Citibank Europe PLC as Registrar and Citibank, N.A., London branch as Fiscal Agent,

Transfer Agent and Paying Agent

Lisa 4 Deed of Covenant, the Republic of Estonia Euro Medium Term Note Programme

CLIFFORD CHANCE LLP

10268978857-v17 70-41063249

Draft date: 18 October 2023

THE REPUBLIC OF ESTONIA

EURO MEDIUM TERM NOTE PROGRAMME

ISSUE AND PAYING AGENCY AGREEMENT

10268978857-v17 70-41063249

CONTENTS

Clause Page

1. Interpretation ..................................................................................................................... 1

2. Appointment of the Agents ............................................................................................... 6

3. The Notes .......................................................................................................................... 7

4. Issuance of Notes ............................................................................................................... 8

5. Transfers of Notes ........................................................................................................... 11

6. Replacement Notes .......................................................................................................... 12

7. Payments to the Fiscal Agent .......................................................................................... 13

8. Payments to Noteholders ................................................................................................. 14

9. Miscellaneous Duties of the Agents ................................................................................ 17

10. Early Redemption and Exercise of Options .................................................................... 20

11. Appointment and Duties of the Calculation Agent ......................................................... 22

12. Fees and Expenses ........................................................................................................... 23

13. Terms of Appointment .................................................................................................... 24

14. Changes in Agents ........................................................................................................... 26

15. Notices ............................................................................................................................. 30

16. Governing Law and Arbitration ...................................................................................... 31

17. Contractual Recognition of Bail-In ................................................................................. 35

18. Modification .................................................................................................................... 36

19. Counterparts .................................................................................................................... 36

20. Rights of Third Parties .................................................................................................... 37

21. Entire Agreement ............................................................................................................ 37

Schedule 1 Duties under the Issuer-ICSDs Agreement ........................................................... 38

Schedule 2 Provisions For Meetings of Noteholders ............................................................... 39

Schedule 3 The Specified Offices of the Agents ..................................................................... 70

Schedule 4 Form of Calculation Agent Appointment Letter ................................................... 72

Schedule 5 Form of Put Option Notice .................................................................................... 75

Schedule 6 Form Put Option Notice ........................................................................................ 78

Schedule 7 Form of Put Option Receipt .................................................................................. 81

Schedule 8 Regulations Concerning Transfers and Registration of Notes .............................. 82

Schedule 9 ................................................................................................................................ 84

Part A Form of Global Note Certificate ................................................................................... 84

Part B Form of Individual Note Certificate ............................................................................. 91

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THIS AGREEMENT is made on [date]

___________________________________

BETWEEN:

(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF

FINANCE (the "Issuer");

(2) CITIBANK EUROPE PLC as registrar (the "Registrar");

(3) CITIBANK, N.A., LONDON BRANCH as fiscal agent (the "Fiscal Agent");

(4) CITIBANK, N.A., LONDON BRANCH as transfer agent (the "Transfer Agent");

and

(5) CITIBANK, N.A., LONDON BRANCH as paying agent (together with the Fiscal

Agent, the "Paying Agents").

WHEREAS:

(A) The Issuer has established a Euro Medium Term Note Programme (the "Programme")

for the issuance of notes (the "Notes"), in connection with which they have entered into

a dealer agreement dated [date] (the "Dealer Agreement").

(B) The Notes will be constituted by a deed of covenant dated [date] (the "Deed of

Covenant") entered into by the Issuer.

(C) The Issuer has made applications to the Irish Stock Exchange plc trading as Euronext

Dublin for Notes issued under the Programme to be admitted to listing on the official

list of Euronext Dublin (the "Official List") and for the Notes issued under the

Programme to be admitted to trading on the regulated market of Euronext Dublin. The

regulated market of Euronext Dublin is a regulated market for the purposes of Directive

2014/65/EU (as amended, "MiFID II"). Notes may also be issued on the basis that they

will not be admitted to listing, trading and/or quotation by any competent authority,

stock exchange and/or quotation system or that they will be admitted to listing, trading

and/or quotation by such other or further competent authorities, stock exchanges and/or

quotation systems as may be agreed with the Issuer.

(D) The Issuer and the Agents (as defined below) wish to record certain arrangements which

they have made in relation to the Notes to be issued under the Programme.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

All terms and expressions which have defined meanings in the Conditions shall have

the same meanings in this Agreement except where the context requires otherwise or

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unless otherwise stated. In addition, in this Agreement the following expressions have

the following meanings:

"Agents" means the Paying Agents, the Registrar, the Transfer Agents and any

Calculation Agent and "Agent" means any one of the Agents;

"Applicable Law" means any applicable provision of law or regulation and shall be

deemed to include (i) any rule or practice of any competent regulatory, prosecuting, tax

or governmental authority in any jurisdiction (each an "Authority") by which any Party

is bound or with which it is accustomed to comply; (ii) any agreement between any

Authorities; and (iii) any agreement between any Authority and any Party that is

customarily entered into by institutions of a similar nature;

"Calculation Agent" means, in relation to any Series of Notes, the institution appointed

as calculation agent for the purposes of such Notes and named as such in the relevant

Pricing Supplement in the case of the Fiscal Agent, pursuant to Clause 11 (Appointment

and duties of the Calculation Agent), in the case of a Dealer, pursuant to

clause 8(Calculation Agent) of the Dealer Agreement and, in the case of any other

institution pursuant to a letter of appointment in, or substantially in, the form set out in

Schedule 4 (Form of Calculation Agent Appointment Letter) and, in any case, any

successor to such institution in its capacity as such;

"Client Money Rules" means the FCA Rules in relation to client money and its

distribution from time to time;

"Code" means the US Internal Revenue Code of 1986, as amended;

"Clearstream, Luxembourg" means Clearstream Banking S.A.;

"Commissionaire Account" means an account with either Euroclear or Clearstream,

Luxembourg, the terms of which include a third-party beneficiary clause ("stipulation

pour autrui") with the Issuer as the third-party beneficiary;

"Common Safekeeper" means an ICSD in its capacity as common safekeeper or a

person nominated by the ICSDs to perform the role of common safekeeper;

"Common Service Provider" means a person nominated by the ICSDs to perform the

role of common service provider;

"Conditions" has the meaning given in the Offering Circular except that, in relation to

any particular Tranche of Notes, it means the Conditions as supplemented, amended

and/or replaced by the relevant Pricing Supplement, and any reference to a numbered

Condition shall be construed accordingly;

"EUR" or "Euro" means the single currency introduced at the start of the third stage of

the European economic and monetary union, and as defined in Article 2 of Council

Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended;

"Euroclear" means Euroclear Bank SA/NV;

"FATCA Withholding" means any withholding or deduction required pursuant to an

agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to

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sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any

official interpretations thereof, or any law implementing an intergovernmental

approach thereto;

"FCA" means the Financial Conduct Authority or any regulatory authority that may

succeed it as a United Kingdom regulator;

"FCA Rules" means the rules established by the FCA in the FCA's handbook of rules

and guidance from time to time;

"Global Note Certificate" means a Global Note Certificate substantially in the form

set out in Schedule 9 (Form of Global Note Certificate);

"ICSD DVP Syndicated New Issues Process" means the Delivery Versus Payment

(DVP) Syndicated New Issues process within the ICSDs introduced in March 2022;

"ICSDs" means Clearstream, Luxembourg and Euroclear and/or, in relation to any

Tranche of Notes, any other clearing system as may be specified in the relevant Pricing

Supplement;

"Individual Note Certificate" means an unrestricted or a restricted individual Note

substantially in the form set out in Schedule 9 (Form of Individual Note Certificate);

"Issuer-ICSDs Agreement" means the agreement entered into between the Issuer and

Euroclear and Clearstream, Luxembourg with respect to the settlement in Euroclear and

Clearstream, Luxembourg of Note Certificates to be held under the NSS;

"Local Banking Day" means a day (other than a Saturday or a Sunday) on which

commercial banks are open for general business (including dealings in foreign

exchange and foreign currency deposits) in the city in which the Fiscal Agent has its

Specified Office;

"Local Time" means the time in the city in which the Fiscal Agent has its Specified

Office;

"London Banking Day" means a day (other than a Saturday or a Sunday) on which

commercial banks are open for business (including dealings in foreign exchange and

foreign currency deposits) in London;

"Master Global Note Certificate" means a Global Note Certificate which is complete

except that it requires:

(a) a copy of the Pricing Supplement in respect of the Tranche of Notes to which it

will relate to be attached thereto;

(b) completion by the Fiscal Agent, on behalf of the Issuer, as to the details of the

Tranche of Notes to which it will relate; and

(c) authentication by or on behalf of the Registrar;

"Note Certificate" means a Global Note Certificate and/or an Individual Note

Certificate;

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"NSS" or "New Safekeeping Structure" means a structure where a Note which is

registered in the name of a Common Safekeeper (or its nominee) for Euroclear and/or

Clearstream, Luxembourg and the relevant Global Note Certificate will be deposited

on or about the issue date with the Common Safekeeper for Euroclear and/or

Clearstream, Luxembourg;

"Offering Circular" means the offering circular prepared in connection with the

Programme, as the same may be amended or supplemented from time to time;

"Paying Agent", "Fiscal Agent", "Registrar" and "Transfer Agent" include any

successors thereto appointed from time to time in accordance with Clause 13 (Terms of

Appointment) and "Paying Agent" means any one of the Paying Agents;

"Put Option Notice" means a notice of exercise relating to the put option contained in

Condition 9(e) (Redemption at the option of Noteholders), substantially in the form set

out in Schedule 5 (Form of Put Option Notice) or such other form as may from time to

time be agreed between the Issuer and the Fiscal Agent and distributed to each Paying

Agent;

"Put Option Receipt" means a receipt delivered by a Paying Agent in relation to a

Definitive Note or an Individual Note Certificate which is the subject of a Put Option

Notice, substantially in the form set out in Schedule 7 (Form of Put Option Receipt) or

such other form as may from time to time be agreed between the Issuer and the Fiscal

Agent and distributed to each Paying Agent;

"Register" has the meaning set out in Clause 5 (Transfer of Notes);

"Regulations" means the regulations concerning the transfer of Notes as the same may

from time to time be promulgated by the Issuer and approved by the Registrar (the

initial regulations being set out in Schedule 8 (Regulations Concerning Transfers and

Registration of Notes);

"Relevant Agreement" means an agreement (whether oral or in writing) between the

Issuer and any Dealer(s) for the issue by the Issuer and the subscription by such

Dealer(s) (or on such other basis as may be agreed between the Issuer and the relevant

Dealer(s) at the relevant time) of any Notes;

"Replacement Agent" means the Fiscal Agent or in respect of any Tranche of Notes,

the Agent named as such in the relevant Pricing Supplement;

"Required Agent" means any Paying Agent (which may be the Fiscal Agent) or

Transfer Agent (which expression shall include, for the purposes of this definition only,

the Registrar) which is the sole remaining Paying Agent or (as the case may be) Transfer

Agent with its Specified Office in any city where a listing authority, stock exchange

and/or quotation system by which the Notes are admitted to listing, trading and/or

quotation requires there to be a Paying Agent, or, as the case may be Transfer Agent;

"Specified Office" means, in relation to any Agent:

(a) the office specified against its name in Schedule 3 (Specified Offices of the

Agents); or

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(b) such other office as such Agent may specify in accordance with Clause 14.8

(Changes in Specified Offices);

"Successor" means, in relation to any person, an assignee or successor in title of such

person who, under the applicable law, has assumed the rights and obligations of such

person under this Agreement or to which under such laws the same have been

transferred; and

"Tax" means any present or future taxes, duties, withholdings, deductions, liabilities,

assessments or governmental charges of whatever nature imposed, levied, collected,

withheld or assessed by or on behalf of any Authority having power to tax.

1.2 Meaning of outstanding

For the purposes of this Agreement and the Conditions (but without prejudice to its

status for any other purpose), a Note shall be considered to be "outstanding" unless one

or more of the following events has occurred:

1.2.1 Redeemed or purchased: it has been redeemed in full, or purchased under

Condition 9(i) (Redemption and Purchase - Purchase), and in either case has

been cancelled in accordance with Condition 9(j) (Redemption and Purchase

Cancellation);

1.2.2 Due date: the due date for its redemption in full has occurred and all sums due

in respect of such Note (including all accrued interest) have been received by

the Fiscal Agent and remain available for payment against presentation and

surrender of the relevant Note;

1.2.3 Void: all claims for principal and interest in respect of such Note have become

void under Condition 13 (Prescription); or

1.2.4 Meetings: for the purposes of Schedule 2 (Provisions for Meetings of the

Noteholders) only, it is held by, or by any person for the benefit of, the Issuer.

1.3 Records

Any reference in this Agreement to the records of an ICSD shall be to the records that

each of the ICSDs holds for its customers which reflect the amount of such customers'

interests in the Notes (but excluding any interest in any Notes of one ICSD shown in

the records of another ICSD).

1.4 Clauses and Schedules

Any reference in this Agreement to a Clause or a sub-clause or a Schedule is, unless

otherwise stated, to a clause or a sub-clause hereof or a schedule hereto.

1.5 Principal and interest

In this Agreement, any reference to principal or interest includes any additional

amounts payable in relation thereto under the Conditions.

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1.6 Other agreements

All references in this Agreement to an agreement, instrument or other document

(including the Dealer Agreement, the Deed of Covenant, the Offering Circular or any

part thereof) shall be construed as a reference to that agreement, instrument or other

document as the same may be amended, supplemented, replaced or novated from time

to time. In addition, in the context of any particular Tranche of Notes, each reference

in this Agreement to the Offering Circular shall be construed as a reference to the

Offering Circular as supplemented and/or amended by the relevant Pricing Supplement.

1.7 Legislation

Any reference in this Agreement to any legislation (whether primary legislation or

regulations or other subsidiary legislation made pursuant to primary legislation) shall

be construed as a reference to such statute, provision, statutory instrument, order or

regulation as the same may have been, or may from time to time be, amended or re-

enacted.

1.8 Headings

Headings and sub-headings are for ease of reference only and shall not affect the

construction of this Agreement.

2. APPOINTMENT OF THE AGENTS

2.1 Appointment

The Issuer appoints each of the Agents at their respective Specified Offices as their

agent in relation to the Notes for the purposes specified in this Agreement and in the

Conditions and all matters incidental thereto.

2.2 Acceptance of appointment

Each of the Agents accepts its appointment as agent of the Issuer in relation to the Notes

and shall perform all matters expressed to be performed by it in, and otherwise comply

with, the Conditions and the provisions of this Agreement and shall take all such action

as may be incidental thereto.

2.3 Several Obligations

The obligations of the Agents are several and not joint.

2.4 Issuer's Representations to the Agent

The Issuer hereby represents and warrants to each of the Agents that:

2.4.1 it has the power and authority to sign and to perform its obligations under this

Agreement;

2.4.2 this Agreement is duly authorised and signed and is its legal, valid and binding

obligation;

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2.4.3 any consent, authorisation or instruction required in connection with the

execution and performance of this Agreement has been provided by any relevant

third party;

2.4.4 any act required by any relevant governmental or other authority to be done in

connection with its execution and performance of this Agreement has been or

will be done (and will be renewed if necessary); and

2.4.5 its performance of this Agreement will not violate or breach any applicable law,

regulation, contract or other requirement.

3. THE NOTES

3.1 Global Note Certificates

The Global Note Certificates shall:

3.1.1 Form: be in substantially the form set out in Schedule 9 (Form of Global Note

Certificates) but with such modifications, amendments and additions as the

Relevant Dealer, the Issuer and the Registrar shall have agreed;

3.1.2 Conditions: have the Conditions attached thereto or incorporated by reference

therein;

3.1.3 Pricing Supplement: have the relevant Pricing Supplement attached thereto;

and

3.1.4 Executed and authenticated: be executed by or on behalf of the Issuer or shall

be a duplicate of the relevant Master Global Note Certificate supplied by the

Issuer under Clause 4.2 (Master Global Notes) and, in any case, shall be

authenticated by or on behalf of the Registrar; and

3.1.5 Effectuated: in the case of a Global Note Certificate to be held under the New

Safe Keeping Structure, be effectuated by or on behalf of the Common

Safekeeper.

3.2 Individual Note Certificates

Each Unrestricted Individual Note Certificates shall:

3.2.1 Form: be in substantially the form set out in Schedule 9 (Form of Individual

Note Certificate) but with such modifications, amendments and additions as the

Relevant Dealer, the Issuer and the Registrar shall have agreed;

3.2.2 Serial number: have a unique serial number enfaced thereon;

3.2.3 Conditions: have the Conditions and the relevant Pricing Supplement (or

relevant parts thereof) endorsed thereon, or attached thereto or incorporated by

reference therein; and

3.2.4 Executed and authenticated: be executed manually or in facsimile by or on

behalf of the Issuer and authenticated by or on behalf of the Registrar.

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3.3 Manual signatures

Each Master Global Note Certificate will be signed manually by or on behalf of the

Issuer. A Master Global Note Certificate may be used provided that the person(s) whose

signature(s) appear thereon were/was an authorised signatory/ies at the date of signing

such Master Global Note Certificate notwithstanding that any such person may, for any

reason (including death), have ceased to be such authorised signatory at the time of the

creation and issue of the relevant Tranche or the issue and delivery of the relevant Note.

3.4 Notification

The Issuer shall promptly notify the Fiscal Agent in writing of any change in the names

of the person or persons whose signatures are to be used.

4. ISSUANCE OF NOTES

4.1 Issuance procedure

Unless otherwise agreed, upon the conclusion of any Relevant Agreement, the Issuer

shall, as soon as reasonably practicable but in any event, not later than 5.00 p.m. (Local

time) on the second Local Banking Day prior to the proposed Issue Date:

4.1.1 Confirmation of terms: confirm by email to the Fiscal Agent and Registrar

(copied to the Fiscal Agent), all such information as the Fiscal Agent or the

Registrar may reasonably require to carry out their functions under this

Agreement and in particular, whether customary eurobond or medium term note

settlement and payment procedures will apply to the relevant Tranche or Series,

as the case may be, and (if one or more Master Global Note Certificates are to

be used), such details as are necessary to enable it to complete a duplicate of

each relevant Master Global Note Certificate and (if medium term note

settlement and payment procedures are to apply) the account of the Issuer to

which payment should be made;

4.1.2 Pricing Supplement: deliver a copy, duly executed, of the Pricing Supplement

in relation to the relevant Tranche or Series, as the case may be, to the Fiscal

Agent, or, as the case may be, the Registrar (copied to the Fiscal Agent); and

4.1.3 Global Note Certificates: unless one or more Master Global Note Certificates

are to be used and the Issuer shall have provided such documents to the

Registrar pursuant to Clause 4.2 (Master Global Notes), ensure that there is

delivered to the Registrar an appropriate Global Note Certificate (in

unauthenticated (and, if applicable, uneffectuated) form but executed on behalf

of the Issuer and otherwise complete) in relation to each relevant Tranche.

4.2 Master Global Notes

The Issuer may, at its option, deliver from time to time to the Registrar, a stock of

Master Global Note Certificates.

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4.3 Authentication, effectuation and delivery of Global Notes

Immediately before the issue of any Global Note Certificate, the Registrar (or an agent

on its behalf), shall authenticate it. Following authentication of any Global Note

Certificate, the Registrar shall:

4.3.1 Medium term note settlement procedures: in the case of a Tranche or Series, as

the case may be, of Notes which is not syndicated among two or more Dealers

but which is intended to be cleared through a clearing system, on the Local

Banking Day immediately preceding its Issue Date deliver each relevant Global

Note Certificate to the relevant depositary for Euroclear and/or Clearstream,

Luxembourg (which in the case of a Global Note Certificate to be held under

the NSS shall be a specified Common Safekeeper) or to the relevant depositary

for such other clearing system as shall have been agreed between the Issuer and

the Registrar and:

(a) instruct the clearing systems to whom (or to whose depositary or

Common Safekeeper) each relevant Global Note Certificate has been

delivered, to credit the underlying Notes represented by such Global

Note to the securities account(s) at such clearing systems that have been

notified to the Registrar by the Issuer, on a delivery against payment

basis or, if specifically agreed between them, on a delivery free of

payment basis; and

(b) in the case of a Global Note Certificate to be held under the NSS instruct

the Common Safekeeper to effectuate the Global Note Certificate

(provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal

Agent shall effectuate the Global Note Certificate);

4.3.2 Eurobond settlement procedures: in the case of a Tranche or Series, as the case

may be, of Notes which is syndicated among two or more Dealers, at or about

the time on the Issue Date specified in the Relevant Agreement deliver each

relevant Global Note Certificate to the common depositary or specified

Common Safekeeper of Euroclear or Clearstream, Luxembourg, as the case may

be;

4.3.3 Other settlement procedures: otherwise, at such time, on such date, deliver each

relevant Global Note Certificate to such person and in such place as may have

been agreed between the Issuer and the Fiscal Agent or, as the case may be, the

Registrar (provided that in the case of a Global Note Certificate to be held under

the NSS it must be delivered to a specified Common Safekeeper together with

instructions to the Common Safekeeper to effectuate the Global Note

Certificate).

4.4 Repayment of advance

If the Fiscal Agent should pay an amount (an "advance") to the Issuer in the belief that

a payment has been or will be received from a Dealer, and if such payment is not

received by the Fiscal Agent on the date that the Fiscal Agent pays the Issuer, the Issuer

shall forthwith repay the advance (unless prior to such repayment the payment is

received from the Dealer) and shall pay interest on such amount which shall accrue (as

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well after as before judgment) on the basis of a year of 365 days (366 days in the case

of a leap year) in the case of an advance paid in sterling or 360 days in the case of an

advance paid in any other currency and, in either case, the actual number of days

elapsed from the date of payment of such advance until the earlier of (i) repayment of

the advance or (ii) receipt by the Fiscal Agent of the payment from the Dealer, and at

the rate per annum which is the rate specified by the Fiscal Agent as reflecting its cost

of funds for the time being in relation to the unpaid amount.

4.5 Delivery of Individual Note Certificates

The Issuer shall, in relation to each Tranche of Notes which is represented by a Global

Note Certificate which is due to be exchanged for Individual Note Certificates in

accordance with its terms, ensure that there is delivered to the Registrar not less than

ten Local Banking Days before the relevant Global Note Certificate becomes

exchangeable therefor, the Individual Note Certificates, as the case may be, (in

unauthenticated form but executed by the Issuer and otherwise complete) in relation

thereto. The Registrar, as the case may be, shall authenticate and deliver such Individual

Note Certificates in accordance with the terms hereof and of the relevant Global Note

Certificate.

4.6 Duties of Fiscal Agent, Registrar and Replacement Agent

Each of the Fiscal Agent, Registrar and the Replacement Agent shall hold in safe

custody all unauthenticated Global Note Certificates or Individual Note Certificates

delivered to it in accordance with this Clause 4 and Clause 6 (Replacement Notes) and

shall ensure that they (or, in the case of Master Global Note Certificates, copies thereof)

are authenticated, effectuated (if applicable) and delivered only in accordance with the

terms hereof, of the Conditions and, if applicable, the relevant Note. The Issuer shall

ensure that each of the Fiscal Agent, Registrar and the Replacement Agent holds

sufficient Note Certificates or Coupons to fulfil its respective obligations under this

Clause 4 and Clause 6 (Replacement Notes) and each of the Fiscal Agent, Registrar and

the Replacement Agent undertakes to notify the Issuer if it holds insufficient Notes

Certificates for such purposes.

4.7 Authority to authenticate and effectuate

Each of the Fiscal Agent, the Registrar and the Replacement Agent is authorised by the

Issuer to authenticate and, if applicable, effectuate such Global Note Certificates and

Individual Notes as may be required to be authenticated or, as the case may be,

effectuated hereunder by the signature of any of their respective officers or any other

person duly authorised for the purpose by the Fiscal Agent, Registrar or (as the case

may be) the Replacement Agent.

4.8 Exchange of Global Note Certificate for Individual Note Certificates

If a Global Note Certificate becomes exchangeable for Individual Note Certificates in

accordance with its terms, the Registrar shall authenticate and deliver to each person

designated by a Clearing System an Individual Note Certificate in accordance with the

terms of this Agreement and the Global Note Certificate.

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4.9 Changes in Dealers

The Issuer undertakes to notify the Fiscal Agent and the Registrar of any changes in the

identity of the Dealers appointed generally in respect of the Programme and the Fiscal

Agent agrees to notify the other Agents thereof as soon as reasonably practicable

thereafter.

4.10 Election of Common Safekeeper

The Issuer hereby authorises and instructs the Fiscal Agent to elect Euroclear or

Clearstream, Luxembourg to be Common Safekeeper for each issue of a Global Note

Certificate to be held under the NSS in relation to which one of Euroclear or

Clearstream, Luxembourg must be Common Safekeeper. From time to time, the Issuer

and the Fiscal Agent may agree to vary this election. The Issuer acknowledges that in

connection with the election of either of Euroclear or Clearstream, Luxembourg as

Common Safekeeper any such election is subject to the right of Euroclear or

Clearstream, Luxembourg to jointly determine that the other shall act as Common

Safekeeper in relation to any such issue and agrees that no liability shall attach to the

Fiscal Agent in respect of any such election made by it.

5. TRANSFERS OF NOTES

5.1 Maintenance of the Register

The Registrar shall maintain in relation to the Notes a register (the "Register"), which

shall be kept at its Specified Office in accordance with the Conditions and be made

available by the Registrar to the Issuer and the other Agents for inspection and for the

taking of copies or extracts therefrom at all reasonable times during normal business

hours. The Register shall show the aggregate principal amount, serial numbers and

dates of issue of Note Certificates, the names and addresses of the initial Holders thereof

and the dates of all transfers to, and the names and addresses of, all subsequent Holders

thereof, all cancellations of Note Certificates and all replacements of Note Certificates

and, in the case of each Series of Notes represented on issue by one or more Global

Note Certificates, the aggregate principal amount from time to time of Notes

represented by each such Global Note Certificate.

5.2 Registration of Transfers in the Register

The Registrar shall receive requests for the transfer of Notes in accordance with the

Conditions and the Regulations and shall make the necessary entries in the Register.

5.3 Transfer Agent to receive requests for Transfers of Notes

The Transfer Agent shall receive requests for the transfer of Notes in accordance with

the Conditions and the Regulations and assist, if required, in the issue of new Note

Certificates to give effect to such transfers and, in particular, upon any such request

being duly made, shall promptly notify the Registrar of:

5.3.1 the aggregate principal amount of the Notes to be transferred;

5.3.2 the name(s) and addresses to be entered on the Register of the Holder(s) of the

new Note Certificates to be issued in order to give effect to such transfer; and

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5.3.3 the place and manner of delivery of the new Note Certificates to be delivered in

respect of such transfer,

and shall forward the Note Certificates relating to the Notes to be transferred (with the

relevant form(s) of transfer duly completed) to the Registrar with such notification.

6. REPLACEMENT NOTES

6.1 Delivery of replacements

Subject to receipt of sufficient Global Note Certificates and Individual Note Certificates

in accordance with Clause 4.6 (Duties of Fiscal Agent, Registrar and Replacement

Agent), the Replacement Agent shall, upon and in accordance with the instructions

(which instructions may, without limitation, include terms as to the payment of

expenses and as to evidence, security and indemnity) of the Issuer but not otherwise,

authenticate (if necessary) and deliver a Global Note Certificate or Individual Note

Certificate as the case may be, as a replacement for any of the same which has been

mutilated or defaced or which has or has been alleged to have been destroyed, stolen or

lost provided, however, that:

6.1.1 Surrender or destruction: no Global Note Certificate or Individual Note

Certificate as the case may be, shall be delivered as a replacement for any of the

same which has been mutilated or defaced otherwise than against surrender of

the same or, in the case of a Global Note Certificate to be held under the NSS,

appropriate confirmation of destruction from the Common Safekeeper; and

6.1.2 Effectuation: any replacement Global Note Certificate to be held under the NSS

shall be delivered to the Common Safekeeper together with instructions to

effectuate it.

The Replacement Agent shall not issue a replacement for any of the same until the

applicant has furnished the Replacement Agent with such evidence and indemnity as

the Issuer and/or the Replacement Agent may reasonably require and has paid such

costs and expenses as may be incurred in connection with such replacement.

6.2 Replacements to be numbered

Each replacement Global Note Certificate or Individual Note Certificate delivered

hereunder shall bear a unique certificate or (as the case may be) serial number.

6.3 Cancellation of mutilated or defaced Notes

The Replacement Agent shall cancel each mutilated or defaced Global Note Certificate

or Individual Note Certificate surrendered to it and in respect of which a replacement

has been delivered.

6.4 Notification

The Replacement Agent shall upon request notify the Issuer and the other Agents of the

delivery by it in accordance herewith of any replacement Global Note Certificate or

Individual Note Certificate specifying the serial number thereof and the certificate or

(as the case may be) serial number (if any and if known) of the Note which it replaces

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and confirming (if such be the case) that the Note which it replaces has been cancelled

and (if such is the case) destroyed in accordance with Clause 6.5 (Destruction).

6.5 Destruction

Unless the Issuer instructs otherwise, the Replacement Agent shall destroy each

mutilated or defaced Global Note Certificate or Individual Note Certificate surrendered

to and cancelled by it and in respect of which a replacement has been delivered and

shall upon request furnish the Issuer with a certificate as to such destruction specifying

the certificate of the Global Note Certificate or Individual Note Certificates, so

destroyed. In the case of a Global Note Certificate to be held under the NSS which has

been destroyed by the Common Safekeeper, the Replacement Agent shall upon request

furnish the Issuer with a copy of the confirmation of destruction received by it from the

Common Safekeeper.

7. PAYMENTS TO THE FISCAL AGENT

7.1 Issuer to pay Fiscal Agent

In order to provide for the payment of principal and interest in respect of the Notes as

the same becomes due and payable, the Issuer shall pay to the Fiscal Agent, on or before

the date on which such payment becomes due, an amount equal to the amount of

principal and/or (as the case may be) interest falling due in respect of the Notes on such

date in same day, freely transferable immediately available, cleared funds.

7.2 Manner and time of payment

Each amount payable by the Issuer under Clause 7.1 (Issuer to pay Fiscal Agent) shall

be paid unconditionally by credit transfer in the currency in which the Notes of the

relevant Series are denominated or, if different, payable and in immediately available,

freely transferable, cleared funds not later than 10.00 a.m. (Local Time) on the relevant

day to such account with such bank as the Fiscal Agent may from time to time by notice

to the Issuer have specified for the purpose or by such other time as Fiscal Agent shall

determine in its absolute discretion and notify to the Issuer. The Issuer shall, before

10.00 a.m. (Local Time) on the second Local Banking Day before the due date of each

payment by it under Clause 7.1 (Issuer to pay Fiscal Agent), procure that the bank

effecting payment for it confirms by tested telex or authenticated SWIFT message to

the Fiscal Agent the payment instructions relating to such payment. If the Fiscal Agent

determines in its absolute discretion that payment in accordance with this Clause 7.2 is

required to be made earlier, it will provide the Issuer with no less than 21 days prior

notice in writing of such requirement.

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7.3 Issuer right to redirect

In the event that the Issuer determines in its sole discretion that any deduction or

withholding for or on account of any Tax will be required by Applicable Law in

connection with any payment due to any of the Paying Agents on any Notes, then the

Issuer will be entitled to redirect or reorganise any such payment in any way that it sees

fit in order that the payment may be made without such deduction or withholding

provided that, any such redirected or reorganised payment is made through a recognised

institution of international standing and otherwise made in accordance with this

Agreement. The Issuer will promptly notify the Paying Agents of any such redirection

or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or

withholding which is deemed to be required by Applicable Law for the purposes of this

Clause 7.3 (Issuer right to redirect).

7.4 Exclusion of liens and interest

Each Agent shall be entitled to deal with any amount paid to it in the same manner as

other amounts paid to it as a banker by its customers provided, however, that:

7.4.1 Liens: it shall not exercise against the Issuer any lien, right of set-off or similar

claim in respect thereof; and

7.4.2 Interest: it shall not be liable to any person for interest thereon.

No monies held by any Agent need be segregated except as required by law. Each Agent

holds all money as banker and not as trustee and as a result such money will not be held

in accordance with the Client Money Rules.

7.5 Application by Fiscal Agent

The Fiscal Agent shall apply each amount paid to it hereunder in accordance with

Clause 8 (Payments to Noteholders) and shall not be obliged to repay any such amount

unless the claim for the relevant payment becomes void under Condition 13

(Prescription) or otherwise ceases in accordance with the Conditions, in which event it

shall refund at the written request of the Issuer such portion of such amount as relates

to such payment by paying the same by credit transfer to such account with such bank

as the Issuer has by notice to the Fiscal Agent specified for the purpose.

7.6 Failure to confirm payment instructions

If the Fiscal Agent has not by 10.00 a.m. (Local Time) on the due date of any payment

received the full amount payable under Clause 7.1 (Issuer to pay Fiscal Agent), it shall

as soon as reasonably practicable notify the Issuer and the Paying Agents thereof. If the

Fiscal Agent subsequently receives such payment of the amount due, it shall as soon as

reasonably practicable notify the Issuer and the Paying Agents thereof.

8. PAYMENTS TO NOTEHOLDERS

8.1 Payments by Paying Agents

Each Paying Agent acting through its respective Specified Office shall make payments

of interest or, as the case may be, principal in respect of Notes in accordance with the

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Conditions applicable thereto (and the terms of the relevant Global Note Certificate)

provided, however, that:

8.1.1 Replacements: if any Global Note Certificate or Individual Note Certificate is

presented or surrendered for payment to any Paying Agent and such Paying

Agent has delivered a replacement therefor or has been notified that the same

has been replaced, such Paying Agent shall as soon as reasonably practicable

notify the Issuer of such presentation or surrender and shall not make payment

against the same until it is so instructed by the Issuer and has received the

amount to be so paid;

8.1.2 No obligation: a Paying Agent shall not be obliged (but shall be entitled) to

make payments of principal or interest in respect of the Notes, if:

(a) in the case of the Fiscal Agent, it has not received the full amount of any

payment due to it under Clause 7.1 (Issuer to pay Fiscal Agent) in same

day, freely transferable, immediately available, cleared funds; or

(b) in the case of any other Paying Agent

it has been notified in accordance with Clause 7.6 (Failure to confirm

payment instructions) that confirmation of the relevant payment

instructions has not been received, unless it is subsequently notified that

confirmation of such payment instructions has been received

8.1.3 Cancellation: each Paying Agent shall cancel or procure the cancellation of

each Global Note Certificate or Individual Note Certificate against surrender of

which it has made full payment and shall deliver or procure the delivery of each

Global Note Certificate or Individual Note Certificate so cancelled to the

Registrar;

8.1.4 Withholding taxes: notwithstanding any other provision of this Agreement, each

Paying Agent shall be entitled to make a deduction or withholding from any

payment which it makes under this Agreement and the Notes for or on account

of any Tax, if and only to the extent so required by Applicable Law, in which

event such Paying Agent shall make such payment after such deduction or

withholding has been made and shall account to the relevant Authorities within

the time allowed for the amount so withheld or deducted or, at its option, shall

reasonably promptly after making such payment return to the Issuer the amount

so deducted or withheld, in which case, the Issuer shall so account to the

relevant Authority for such amount. For the avoidance of doubt, FATCA

Withholding is a deduction or withholding which is deemed to be required by

Applicable Law for the purposes of this Clause 8.1.4.

8.1.5 Notice of possible withholding under FATCA: The Issuer shall notify each

Paying Agent in the event that it determines that any payment to be made by a

Paying Agent under this Agreement and the Notes is a payment which could be

subject to FATCA Withholding if such payment were made to a recipient that

is generally unable to receive payments free from FATCA Withholding, and the

extent to which the relevant payment is so treated, provided, however, that the

Issuer's obligation under this sub-clause 8.1.5 shall apply only to the extent that

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such payments are so treated by virtue of characteristics of the Issuer, this

Agreement, the Notes or all three. The Issuer, as a sovereign state, has a non-

reporting FATCA status at the time of signing of this Agreement, therefore the

Issuer and its representative in connection with this Agreement and the Notes

do not and will not collect information on the identity or taxation position of

Noteholders.

8.2 Exclusion of liens and commissions

No Paying Agent shall exercise any lien, right of set-off or similar claim against any

person to whom it makes any payment under Clause 8.1 (Payments by Paying Agents)

in respect thereof, nor shall any commission or expense be charged by it to any such

person in respect thereof.

8.3 Reimbursement by Fiscal Agent

If a Paying Agent other than the Fiscal Agent makes any payment in accordance with

Clause 8.1 (Payments by Paying Agents):

8.3.1 Notification: it shall notify the Fiscal Agent and, in the case of a Global Note

Certificate or an Individual Note Certificate, the Registrar of the amount so paid

by it, the certificate or serial number (if any) of the Global Note Certificate or

Individual Note Certificate against presentation or surrender of which payment

of principal or interest was made; and

8.3.2 Payment: subject to and to the extent of compliance by the Issuer with

Clause 7.1 (Issuer to pay Fiscal Agent) (whether or not at the due time), the

Fiscal Agent shall pay to such Paying Agent out of the funds received by it

under Clause 7.1 (Issuer to pay Fiscal Agent), by credit transfer in immediately

available, freely transferable, immediately available, cleared funds to such

account with such bank as such Paying Agent may by notice to the Fiscal Agent

have specified for the purpose, an amount equal to the amount so paid by such

Paying Agent.

8.4 Appropriation by Fiscal Agent

If the Fiscal Agent makes any payment in accordance with Clause 8.1 (Payments by

Paying Agents), it shall be entitled to appropriate for its own account out of the funds

received by it under Clause 7.1 (Issuer to pay Fiscal Agent) an amount equal to the

amount so paid by it.

8.5 Reimbursement by Issuer

Subject to sub-clauses 8.1.1 and 8.1.2 (Payments by Paying Agents) if any Paying

Agent makes a payment in respect of Notes at a time at which the Fiscal Agent has not

received the full amount of the relevant payment due to it under Clause 7.1 (Issuer to

pay Fiscal Agent), and the Fiscal Agent is not able out of the funds received by it under

Clause 7.1 (Issuer to pay Fiscal Agent) to reimburse such Paying Agent therefor

(whether by payment under Clause 8.3 (Reimbursement by the Fiscal Agent) or

appropriation under Clause 8.4 (Appropriation by the Fiscal Agent)), the Issuer shall

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from time to time on demand pay to the Fiscal Agent for the account of such Paying

Agent:

8.5.1 Unfunded amount: the amount so paid out by such Paying Agent and not so

reimbursed to it; and

8.5.2 Funding cost: interest on such amount from the date on which such Paying

Agent made such payment until the date of reimbursement of such amount;

provided, however, that any payment made under sub-clause 8.5 ((Reimbursement by

Issuer - Unfunded amount) shall satisfy pro tanto the Issuer's obligations under

Clause 7.1 (Issuer to pay Fiscal Agent).

8.6 Interest

Interest shall accrue for the purpose of sub-clause 8.5.2 ((Reimbursement by Issuer -

Funding cost) (as well after as before judgment) on the basis of a year of 365 days (366

days in the case of a leap year) in the case of an amount paid in sterling or 360 days in

the case of an amount paid in any other currency and, in either case, the actual number

of days elapsed and at the rate per annum which is the aggregate of one per cent. per

annum and the rate per annum specified by the Fiscal Agent as reflecting its cost of

funds for the time being in relation to the unpaid amount.

8.7 Partial payments

If at any time and for any reason a Paying Agent makes a partial payment in respect of

any Global Note Certificate or Individual Note Certificate presented or surrendered for

payment to or to the order of that Paying Agent, such Paying Agent shall:

8.7.1 Endorsement: in the case of a Global Note Certificate or Individual Note

Certificate endorse thereon a statement indicating the amount and date of such

payment; and

8.7.2 ICSDs' records: in the case of a Global Note Certificate to hold under the NSS,

instruct Euroclear or Clearstream, Luxembourg (in accordance with the

provisions of Schedule 1 (Duties under the Issuer-ICSDs Agreement)) to make

appropriate entries in their respective records to reflect such partial payments.

9. MISCELLANEOUS DUTIES OF THE AGENTS

9.1 Records

The Registrar shall:

9.1.1 Records: maintain records of all documents received by it in connection with

its duties hereunder and shall make such records available for inspection at all

reasonable times by the Issuer and the other Agents and, in particular, the

Registrar shall separately in respect of each Series of Notes, maintain a record

of, all Note Certificates delivered hereunder and of their redemption, payment,

exchange, cancellation, mutilation, defacement, alleged destruction, theft or

loss or replacement;

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9.1.2 Certifications: separately in respect of each Series of Notes, maintain a record

of all certifications received by it in accordance with Clause 9.3 (Cancellation);

and

9.1.3 Inspection: make such records available for inspection at all reasonable times

during normal business hours by the Issuer and the other Agents, each stock

exchange (if any) on which the Notes are then listed and each relevant clearing

system.

9.2 Information from Paying Agents

The Paying Agents shall make available to the Fiscal Agent and the Registrar such

information as may reasonably be required for:

9.2.1 the maintenance of the records referred to in Clause 9.1 (Records); and

9.2.2 the Fiscal Agent and the Registrar to perform the duties set out in Schedule 1

(Duties under the Issuer-ICSDs Agreement).

9.3 Cancellation

If the Issuer purchases any Notes that are to be cancelled in accordance with the

Conditions, the Issuer shall immediately notify the Registrar of the principal amount of

those Notes it has purchased, procure their cancellation and send them (if represented

by and Individual Note Certificate) to the Fiscal Agent.

If the Issuer purchases any of its Notes for cancellation by the Fiscal Agent, the Issuer

shall provide the Fiscal Agent instructions in the form agreed to by the Fiscal Agent

confirming the details of the Notes to be purchased. The Issuer shall provide the

instructions to the Fiscal Agent no later than two (2) Business Days prior to the date on

which the Notes are intended to be purchased and cancelled. Once the Notes have been

received by the Fiscal Agent, it will request the immediate cancellation of the Notes.

9.4 Notes Certificates in issue

As soon as reasonably practicable (and in any event within three months) after each

date on which Notes fall due for redemption, the Registrar shall upon request notify the

Issuer of the serial numbers and principal amount of any Note Certificates against

surrender of which payment has been made and of the serial numbers and principal

amount of any Note Certificates (and the names and addresses of the Holders thereof)

which have not yet been surrendered for payment.

9.5 Destruction

The Registrar:

9.5.1 Cancelled Notes: may destroy each Global Note Certificate or Individual Note

Certificate cancelled by it (or cancelled by another Paying Agent or

Replacement Agent and delivered to it) in accordance with Clause 6.3

(Cancellation of mutilated or defaced Notes) or sub-clause 8.1.3 (Payments by

Paying Agents - Cancellation) or Clause 9.3 (Cancellation), in which case it

shall upon request furnish the Issuer with a certificate as to such destruction

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distinguishing between the Notes of each Series and specifying the certificate

or serial numbers of the Global Note Certificate and Individual Note Certificates

in numerical sequence so destroyed;

9.5.2 Destruction by Common Safekeeper: may instruct the Common Safekeeper to

destroy each Global Note Certificate to be held under the NSS in accordance

with Clause 8.1 (Payments by Paying Agents) in which case, upon receipt of

confirmation of destruction from the Common Safekeeper, the Fiscal Agent

shall upon request, furnish the Issuer with a copy of such confirmation; and

9.5.3 Notes electronically delivered to the Common Safekeeper: where it has

delivered any authenticated Global Note Certificate to a Common Safekeeper

for effectuation using electronic means, is authorised and instructed to destroy

the authenticated Global Note Certificate retained by it following its receipt of

confirmation from the Common Safekeeper that the relevant Global Note

Certificate has been effectuated.

9.6 Forms of Proxy and Block Voting Instructions

The Registrar (or such other agent or tabulation agent appointed by the Issuer for such

purposes) shall, at the request of the Holder of any Registered Note held in a clearing

system, issue Forms of Proxy and Block Voting Instructions in a form and manner

which comply with the provisions of Schedule 2 (Provisions for Meetings of

Noteholders) (except that it shall not be required to issue the same less than forty-eight

hours before the time fixed for any Meeting therein provided for and shall perform and

comply with the provisions of Schedule 2 (Provisions for Meetings of Noteholders).

The Registrar (or such other agent as applicable) shall keep a full record of Forms of

Proxy and Block Voting Instructions issued by it and will give to the Issuer not less

than twenty-four hours before the time appointed for any Meeting or adjourned Meeting

full particulars of all Forms of Proxy and Block Voting Instructions issued by it in

respect of such meeting or adjourned Meeting.

9.7 Provision of documents

9.7.1 The Issuer or, in relation to sub-clause (b) (Documents for inspection) below,

shall provide to the Fiscal Agent (for distribution among the Paying Agents)

and the Registrar:

(a) Specimens: at the same time as it is required to deliver any Definitive

Notes pursuant to Clause 4.5 (Delivery of Definitive Notes or Individual

Note Certificates), specimens of such Notes;

(b) Documents for inspection: sufficient copies of all documents required

to be available for inspection as provided in the Offering Circular or, in

relation to any Notes, the Conditions; and

9.7.2 The Registrar shall provide the Fiscal Agent with all such information as the

Fiscal Agent may reasonably require in order to perform the obligations set out

in Clause 9.10 (Notifications and Filings) hereof.

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9.8 Documents available for inspection

Each of the Paying Agents and the Registrar shall make available for inspection or

collection during normal business hours by a Noteholder upon request at all reasonable

times at its Specified Office such documents as may be specified as so available at the

specified office of such agent in the Offering Circular or, in relation to any Notes, the

Conditions, or as may be required by any listing authority, stock exchange and/or

quotation system by which any Notes may from time to time be admitted to listing,

trading and/or quotation. The same documents may be provided by email to a

Noteholder following their prior written request to the relevant Agent and provision of

proof of holding and identity (in a form satisfactory to the relevant Agent).

9.9 Forwarding of notices

The Fiscal Agent or as the case may be, the Registrar shall promptly notify the Issuer

of any notice delivered to it declaring any Note due and payable by reason of an Event

of Default or requiring any breach of any provision of this Agreement or the Conditions

applicable to any Tranche of Notes to be remedied.

9.10 Notifications and filings

The Fiscal Agent shall (on behalf of the Issuer) make all necessary notifications and

filings as may be required from time to time in relation to the issue, purchase and

redemption of Notes by all applicable laws, regulations and guidelines and, in particular

but without limitation, those promulgated by, Japanese governmental or regulatory

authorities, in the case of Notes denominated in Japanese Yen and the Bank of England,

in the case of Notes denominated as Sterling. Save as aforesaid, the Issuer shall be

solely responsible for ensuring that each Note to be issued or other transactions to be

effected hereunder shall comply with all applicable laws and regulations of any

governmental or other regulatory authority and that all necessary consents and

approvals of, notifications to and registrations and filings with, any such authority in

connection therewith are effected, obtained and maintained in full force and effect.

9.11 Publication of notices

The Fiscal Agent, or as the case may be, the Registrar shall, upon and in accordance

with the instructions of the Issuer but not otherwise, arrange for the publication in

accordance with the Conditions of any notice which is to be given to the Holders of any

Notes and shall supply a copy thereof to each other Agent.

9.12 Issuer-ICSDs Agreement

The Fiscal Agent and Registrar shall comply with the provisions set out in Schedule 1

(Duties under the Issuer-ICSDs Agreement).

10. EARLY REDEMPTION AND EXERCISE OF OPTIONS

10.1 Exercise of call or other option

If the Issuer intends (other than consequent upon an Event of Default) to redeem all or

any of the Notes prior to their stated maturity date or to exercise any other option under

the Conditions, it shall, not less than 5 business days prior to the latest date for the

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publication of the notice of redemption or of exercise of such option required to be

given to the Holders of any Notes, give notice of such intention to the Fiscal Agent and

the Registrar stating the date on which such Notes are to be redeemed or such option is

to be exercised.

10.2 Exercise of put option

Each Paying Agent shall make available to Noteholders during the period specified in

Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option

Notices forms of Put Option Notice upon request during usual business hours at its

Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option

Notice (and the Individual Note Certificates in the case of a Put Option relating to

Individual Note Certificates) in accordance with Condition 9(e) (Redemption at the

option of Noteholders) such Paying Agent shall notify the Issuer and (in the case of a

Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the

certificate or serial numbers (if any) and principal amount of the Notes in respect of

which the Put Option, is exercised. Any such Paying Agent with which an Individual

Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the

depositing Noteholder and shall hold such Individual Note Certificate on behalf of the

depositing Noteholder (but shall not, save as provided below or in the Conditions,

release it) until the Optional Redemption Date (Put), when it shall present such

Individual Note Certificate to itself for payment of the redemption moneys therefor and

interest (if any) accrued to such date in accordance with the Conditions and Clause 8

(Payments to Noteholders) and pay such amounts in accordance with the directions of

the Noteholder contained in the Put Option Notice; provided, however, that if, prior to

the Optional Redemption Date (Put), such Notes evidenced by such Individual Note

Certificate become immediately due and payable or upon due presentation of such

Individual Note Certificate payment of such redemption moneys is improperly withheld

or refused, the relevant Paying Agent shall mail notification thereof to the depositing

Noteholder at such address as may have been given by such Noteholder in the relevant

Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its

Specified Office for collection by the depositing Noteholder against surrender of the

relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such

Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address

as may have been given by such Noteholder in the relevant Put Option Notice. While

Notes are held in global form the Paying Agent shall be notified of the exercise of the

put option contained in Condition 9(e) (Redemption at the option of Noteholders),

within the period specified in the Conditions for the deposit of the relevant Note, in

accordance with the applicable rules and regulations of Euroclear, Clearstream,

Luxembourg and/or any other relevant clearing system as the case may be. Any Paying

Agent so notified shall make payment of the relevant redemption moneys and interest

accrued to the Optional Redemption Date (Put) in accordance with the Conditions,

Clause 8 (Payments to Noteholders) and the terms of the Global Note Certificate, as the

case may be.

10.3 Details of exercise

At the end of any applicable period for the exercise of such option or, as the case may

be, not later than 3 days after the latest date for the exercise of such option in relation

to a particular date, each Paying Agent shall promptly notify the Registrar of the

principal amount of the Notes in respect of which such option has been exercised with

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it together with their certificate or, as the case may be, serial numbers and the Registrar

shall promptly notify such details to the Issuer.

11. APPOINTMENT AND DUTIES OF THE CALCULATION AGENT

11.1 Appointment

The Issuer appoints the Fiscal Agent at its specified office as Calculation Agent in

relation to each Series of Floating Rate Notes in respect of which it is named as such in

the relevant Pricing Supplement for the purposes specified in this Agreement and in the

Conditions.

11.2 Acceptance of appointment

The Fiscal Agent accepts its appointment as Calculation Agent in relation to each Series

of Floating Rate Notes in respect of which it agrees to be named as such in the relevant

Pricing Supplement and shall perform all matters expressed to be performed by it in,

and otherwise comply with, the Conditions and the provisions of this Agreement. The

Fiscal Agent acknowledges and agrees that it shall be named in the relevant Pricing

Supplement as Calculation Agent in respect of each Series of Floating Rate Notes

unless the Dealer (or one of the Dealers) through whom such Notes are issued has

agreed with the Issuer to act as Calculation Agent or the Issuer otherwise agrees to

appoint another institution as Calculation Agent.

11.3 Calculations and determinations

The Calculation Agent shall in respect of each Series of Notes in relation to which it is

appointed as such:

11.3.1 Determinations: obtain such quotes and rates and/or make such determinations,

calculations, adjustments, notifications and publications as may be required to

be made by it by the Conditions at the times and otherwise in accordance with

the Conditions; and

11.3.2 Records: maintain a record of all quotations obtained by it and of all amounts,

rates and other items determined or calculated by it and make such records

available for inspection at all reasonable times during normal business hours by

the Issuer and the Agents.

Notwithstanding anything included in the Offering Circular, ISDA Definitions,

Conditions or any applicable Pricing Supplement or any other transaction document

(the "Transaction Documents"), the Issuer agrees that the Fiscal Agent, the

Calculation Agent or Citibank, N.A., London Branch will have no obligation to exercise

any discretion (including, but not limited to, determinations of alternative or substitute

benchmarks, successor reference rates, screen pages, interest adjustment

factors/fractions or spreads, market disruptions, benchmark amendment conforming

changes, selection and polling of reference banks) and to the extent the Transaction

Documents for any series of Notes requires the Fiscal Agent, the Calculation Agent or

Citibank, N.A., London Branch to exercise any such discretions and/or make such

determinations, such references shall be construed as the Issuer or its financial advisor

or alternate agent appointed by the Issuer exercising or procuring the exercise of such

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discretions and/or determinations and/or actions and not the Fiscal Agent, the

Calculation Agent or Citibank, N.A., London Branch and any such discretion shall

instead (unless an alternative method for determination is specified by any entity other

than the Fiscal Agent, Calculation Agent or Citibank, N.A., London Branch in the

Conditions) be exercised by the Issuer (following consultation with any such

independent advisers as it deems necessary).

11.4 Notifications to the Issuer

Notwithstanding any other provisions of Condition 7 in the Offering Circular, if in the

Calculation Agent’s opinion there is any uncertainty between two or more alternative

courses of action in making any determination or calculation under Condition 7 in the

Offering Circular, the Calculation Agent shall promptly notify the Issuer thereof and

the Issuer shall direct the Calculation Agent in writing as to which alternative course of

action to adopt. If the Calculation Agent is not promptly provided with such direction,

or is otherwise unable to make such calculation or determinations for any reason, it

shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to

make such calculation or determination and shall not incur any liability for not doing

so.

11.5 Amendments to the Benchmark

The Fiscal Agent and the Agents shall not be obliged to effect any Benchmark

Amendment if in the sole opinion of the relevant Agent doing so would impose more

onerous obligations upon it or expose it to any additional duties, responsibilities or

liabilities or reduce or amend the protective provisions afforded to the relevant Agent

in the Conditions and/or this Agreement in any way.

12. FEES AND EXPENSES

12.1 Fees

The Issuer shall pay to the Agents such fees as may have been agreed between the Issuer

and the Fiscal Agent and recorded in a letter dated 12 September 2023 from the Fiscal

Agent to the Issuer in respect of the services of the Agents hereunder (plus any

applicable value added tax).

12.2 Front-end expenses

The Issuer shall on demand reimburse the Fiscal Agent and each other Agent for all

properly incurred expenses (including, without limitation, legal fees and any

publication, advertising, communication, courier, postage and other out-of-pocket

expenses) incurred in connection with its services hereunder (plus any applicable value

added tax), other than such costs and expenses as are separately agreed to be reimbursed

out of the fees payable under Clause 12.1 (Fees). The expenses referred to in the

previous sentence shall include any costs or charges incurred by the relevant Agent in

carrying out instructions to clear and/or settle transfers of securities under this

Agreement (including cash penalty charges that may be incurred under Article 7 of the

Central Securities Depositaries Regulation (EU) No 909/2014 if a settlement fail occurs

due to the Issuer's failure to deliver any required securities or cash or other action or

omission by the Issuer).

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12.3 Taxes

The Issuer shall pay all stamp, registration and other taxes and duties (including any

interest and penalties thereon or in connection therewith) which may be payable upon

or in connection with the execution and delivery of this Agreement and any letters of

appointment under which any Agent is appointed as agent hereunder, and the Issuer

shall indemnify each Agent on demand against any claim, demand, action, liability,

damages, cost, loss or expense (including, without limitation, legal fees and any

applicable value added tax) which it may incur or which may be made against it as a

result or arising out of or in relation to any failure to pay or delay in paying any of the

same. All payments by the Issuer under this Clause 12.3 or Clause 13.3 (Indemnity in

favour of the Agents) shall be made free and clear of, and without withholding or

deduction for, any taxes, duties, assessments or governmental charges of whatsoever

nature imposed, levied, collected, withheld or assessed by the Republic of Estonia or

any political subdivision or any authority thereof or therein having power to tax, unless

such withholding or deduction is required by law. In that event, the Issuer shall pay

such additional amounts as will result in the receipt by the relevant Agent of such

amounts as would have been received by it if no such withholding or deduction had

been required.

13. TERMS OF APPOINTMENT

13.1 Rights and Powers

Each of the Paying Agents, the Registrar, the Transfer Agents, the Replacement Agents

and (in the case of sub-clauses 13.1.4 (Rights and Powers - Genuine documents), 13.1.6

(Lawyers) and 13.1.7 (Rights and Powers - Expense or liability) each Calculation

Agent) may, in connection with its services hereunder:

13.1.1 Absolute owner: except as ordered by a court of competent jurisdiction or as

required by law and notwithstanding any notice of ownership, trust or any other

interest therein, any writing thereon or any notice of any previous loss or theft

thereof, but subject to sub-clause 8.1.1 (Payments by Paying Agents -

Replacements), treat the Holder of any Note as the absolute owner thereof and

make payments thereon accordingly;

13.1.2 Correct terms: assume that the terms of each Global Note Certificate or

Individual Note Certificate as issued are correct;

13.1.3 Determination by Issuer: refer any question relating to the ownership of any

Global Note Certificate or Individual Note Certificate or the adequacy or

sufficiency of any evidence supplied in connection with the replacement of any

of the same to the Issuer for determination by the Issuer and rely upon any

determination so made;

13.1.4 Genuine documents: rely upon and shall be protected against liability for acting

on the terms of any notice, communication or other document believed by it

(acting in good faith) to be genuine from the proper party and shall be entitled

to refrain from acting, without liability, if conflicting, unclear or equivocal

instructions have been received or in order to comply with any Applicable Law;

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13.1.5 Other transactions: Any of the Agents, their officers, directors or employees

may become the owner of, or acquire any interest in, Notes with the same rights

that it or he would have if the Paying Agent concerned were not appointed under

this Agreement, and may engage or be interested in any financial or other

transaction with the Issuer, and may act on, or as depositary, trustee or agent

for, any committee or body of holders of Notes or other obligations of the Issuer,

as freely as if the Paying Agent were not appointed under this Agreement.

13.1.6 Lawyers: engage and pay (at the expense of the Issuer) for the advice or services

of any lawyers or other experts whose advice or services it considers necessary

and rely upon any advice so obtained (and such Paying Agent, Registrar,

Transfer Agent, Replacement Agent or, as the case may be, such Calculation

Agent shall be protected and shall incur no liability as against the Issuer in

respect of any action taken, or suffered to be taken, in accordance with such

advice and in good faith); and

13.1.7 Expense or liability: treat itself as being released from any obligation to take

any action hereunder which it reasonably expects will result in any expense or

liability to it, the payment of which within a reasonable time is not, in its

reasonable opinion, assured to it.

13.2 Extent of Duties

Each Agent shall only be obliged to perform such duties and only such duties as set out

herein and shall have no implied duties or obligations. No Agent shall:

13.2.1 Fiduciary duty: be under any fiduciary duty or other obligation towards or have

any relationship of agency or trust for or with any person other than the Issuer;

or

13.2.2 Enforceability of any Notes: be responsible for or liable in respect of the

legality, validity or enforceability of any Global Note Certificate or Individual

Note Certificate or any act or omission of any other person (including, without

limitation, any other Agent).

13.3 Indemnity in favour of the Agents

The Issuer shall indemnify each Agent against any claim, demand, action, liability,

damages, cost, loss (excluding lost profits) or expense (including, without limitation,

properly incurred legal fees and any applicable value added tax) which it incurs, other

than such costs and expenses as are separately agreed to be reimbursed out of the fees

payable under Clause 12.1 (Fees) and otherwise than by reason of its own gross

negligence, wilful misconduct or wilful default or fraud, as a result or arising out of or

in relation to its acting as the agent of the Issuer in relation to the Notes. The indemnity

contained in this Clause 13.3 shall survive the termination or expiry of this Agreement.

13.4 Indemnity in favour of the Issuer

Each Agent shall severally indemnify the Issuer against any claim, demand, action,

liability, damages, cost, loss or expense (including, without limitation, legal fees

properly incurred and any applicable value added tax) which it properly incurs as a

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result of the gross negligence or wilful default or fraud of such Agent or of its officers,

directors or employees. Except in the case of gross negligence, wilful misconduct or

wilful default or fraud, no Agent shall be liable either for any act or omission under this

Agreement, or if any Note shall be lost, stolen, destroyed or damaged. Notwithstanding

the foregoing, under no circumstances will the Agents be liable to the Issuer or any

other party to this Agreement for any consequential loss (including, without limitation,

loss of business, goodwill, opportunity or profit) or any special or punitive damages of

any kind whatsoever; in each case however caused or arising and whether or not

foreseeable, even if advised of the possibility of such loss or damage. This indemnity

shall survive the termination or expiry of the Agreement.

13.5 Mutual undertaking regarding information reporting and collection obligations

Each Party shall, within [ten] business days of a written request by another Party, supply

to that other Party such forms, documentation and other information relating to it, its

operations, or the Notes as that other Party reasonably requests for the purposes of that

other Party's compliance with Applicable Law and shall notify the relevant other Party

reasonably promptly in the event that it becomes aware that any of the forms,

documentation or other information provided by such Party is (or becomes) inaccurate

in any material respect; provided, however, that no Party shall be required to provide

any forms, documentation or other information pursuant to this Clause 13.5 (Mutual

undertaking regarding information reporting and collection obligations) to the extent

that: (i) any such form, documentation or other information (or the information required

to be provided on such form or documentation) is not reasonably available to such Party

and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would

or might in the reasonable opinion of such Party constitute a breach of any: (a)

Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this

Clause 13.5 (Mutual undertaking regarding information reporting and collection

obligations), “Applicable Law” shall be deemed to include (i) any rule or practice of

any Authority by which any Party is bound or with which it is accustomed to comply;

(ii) any agreement between any Authorities; and (iii) any agreement between any

Authority and any Party that is customarily entered into by institutions of a similar

nature.

13.6 Illegality disclaimer

Notwithstanding anything else herein contained, each Agent may refrain without

liability from doing anything that would or might in its opinion be contrary to any law

of any state or jurisdiction (including but not limited to, the European Union, the United

States of America or, in each case, any jurisdiction forming a part of it and England &

Wales) or any directive or regulation of any agency of any such state or jurisdiction and

may without liability do anything which is, in its opinion, necessary to comply with any

such law, directive or regulation.

14. CHANGES IN AGENTS

14.1 Resignation

Any Agent may resign its appointment as the agent of the Issuer hereunder and/or in

relation to any Series of Notes upon the expiration of not less than 30 days' notice to

that effect by such Agent to the Issuer (with a copy, in the case of an Agent other than

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the Fiscal Agent, to the Fiscal Agent and in the case of an Agent other than the

Registrar, to the Registrar) provided, however, that:

14.1.1 Payment date: if in relation to any Series of Notes any such resignation which

would otherwise take effect less than 30 days before or after the maturity date

or other date for redemption of such Series or any interest or other payment date

in relation to any such Series it shall not take effect, in relation to such Series

only, until the thirtieth day following such date; and

14.1.2 Successors: in respect of any Series of Notes, in the case of the Fiscal Agent,

the Registrar, the Calculation Agent or the Required Agent, such resignation

shall not be effective until a successor thereto has been appointed by the Issuer

as its agent in relation to such Series of Notes in accordance with Clause 14.4

(Additional and successor agents) or in accordance with Clause 14.5 (Agents

may appoint successors) and notice of such appointment has been given in

accordance with the Conditions.

14.2 Revocation

The Issuer may revoke its appointment of any Agent as its agent hereunder and/or in

relation to any Series of Notes by not less than thirty days' notice to that effect to such

Agent (with a copy, in the case of an Agent other than the Fiscal Agent, to the Fiscal

Agent and in the case of an Agent other than the Registrar, to the Registrar) provided,

however, that in respect of any Series of Notes, in the case of the Fiscal Agent, the

Registrar, the Calculation Agent or any Required Agent, such revocation shall not be

effective until a successor thereto has been appointed by the Issuer as its agent in

relation to such Series of Notes and notice of such appointment has been given in

accordance with the Conditions.

14.3 Automatic termination

The appointment of any Agent shall terminate forthwith if:

14.3.1 Incapacity: such Agent becomes incapable of acting;

14.3.2 Receiver: a secured party takes possession, or a receiver, manager or other

similar officer is appointed, of the whole or any part of the undertaking, assets

and revenues of such Agent;

14.3.3 Insolvency: such Agent admits in writing its insolvency or inability to pay its

debts as they fall due;

14.3.4 Liquidator: an administrator or liquidator of such Agent or the whole or any

part of the undertaking, assets and revenues of such Agent is appointed (or

application for any such appointment is made);

14.3.5 Composition: such Agent takes any action for a readjustment or deferment of

any of its obligations or makes a general assignment or an arrangement or

composition with or for the benefit of its creditors or declares a moratorium in

respect of any of its indebtedness;

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14.3.6 Winding-up: an order is made or an effective resolution is passed for the

winding-up of such Agent; or

14.3.7 Analogous event: any event occurs which has an analogous effect to any of the

foregoing.

If the appointment of the Fiscal Agent, Paying Agent, Transfer Agent, Registrar,

Calculation Agent or any Required Agent is terminated in accordance with this

Clause 14.3, the Issuer shall forthwith appoint a successor in accordance with

Clause 14.4 (Additional and successor agents).

14.4 Additional and successor agents

The Issuer may appoint a successor fiscal agent, registrar or calculation agent and

additional or successor paying agents and transfer agents (any such successor or

additional agent shall be a reputable and experienced financial institution that complies

with the eligibility requirements of the clearing systems) and shall forthwith give notice

of any such appointment to the continuing Agents and the Noteholders, whereupon the

Issuer, the continuing Agents, and the additional or successor fiscal agent, registrar,

calculation agent, paying agent, transfer agent or paying agent shall acquire and become

subject to the same rights and obligations between themselves as if they had entered

into an agreement in the form mutatis mutandis of this Agreement.

14.5 Agents may appoint successors

If the Fiscal Agent, Paying Agent, Transfer Agent, Registrar, Calculation Agent or any

Required Agent gives notice of its resignation in accordance with Clause 14.1

(Resignation) and by the tenth day before the expiry of such notice a successor has not

been duly appointed in accordance with Clause 14.4 (Additional and successor agents),

the Fiscal Agent or (as the case may be), Registrar, Calculation Agent or Required

Agent may itself, following such consultation with the Issuer as is practicable in the

circumstances, appoint as its successor any reputable and experienced financial

institution of good standing and give notice of such appointment to the Issuer and the

remaining Agents, whereupon the Issuer, the remaining Agents and such successor

shall acquire and become subject to the same rights and obligations between themselves

as if they had entered into an agreement in the form mutatis mutandis of this Agreement.

14.6 Release

Upon any resignation or revocation taking effect under Clause 14.1 (Resignation) or

14.2 (Revocation) or any termination taking effect under Clause 14.3 (Automatic

termination), the relevant Agent shall:

14.6.1 Discharge: be released and discharged from its obligations under this

Agreement (save that it shall remain entitled to the benefit of and subject to

Clause 12.3 (Taxes), Clause 13 (Terms of Appointment) and Clause 14

(Changes in Agents));

14.6.2 Fiscal Agent's records: in the case of the Fiscal Agent, deliver to the Issuer and

to its successor a copy, certified as true and up-to-date by an officer or

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authorised signatory of the Fiscal Agent, of the records maintained by it in

accordance with Clause 9.1 (Records); [and]

14.6.3 Calculation Agent's records: in the case of any Calculation Agent, deliver to

the Issuer and its successor a copy, certified as true and up-to-date by an officer

or authorised signatory of such Calculation Agent, of the records maintained by

it in accordance with Clause 11 (Appointment and Duties of the Calculation

Agent); [and]

14.6.4 Registrar's records: in the case of the Registrar, deliver to the Issuer and its

successor a copy, certified as true and up-to-date by an officer or authorised

signatory of the Registrar, of the records maintained by it in accordance with

Clause 5.1 (Maintenance of the Register); [and]

14.6.5 Moneys and papers: as soon as reasonably practicable (upon payment to it of

any amount due to it in accordance with Clause 12 (Fees and Expenses) [or

Clause 13.4 (Indemnity in favour of the Agents)] transfer all moneys and papers

(including any unissued Notes held by it hereunder and any documents held by

it pursuant to Clause 9.8 (Documents available for inspection)) to its successor

and, upon appropriate notice, provide reasonable assistance to its successor for

the discharge of its duties and responsibilities hereunder.

14.7 Merger

Any legal entity into which any Agent is merged or converted or any legal entity

resulting from any merger or conversion to which such Agent is a party or any legal

entity to which any Agent sells all or substantially all of its corporate trust and agency

business shall, to the extent permitted by applicable law, be the successor to such Agent

without any further formality, whereupon the Issuer, the other Agents and such

successor shall acquire and become subject to the same rights and obligations between

themselves as if they had entered into an agreement in the form mutatis mutandis of

this Agreement. Notice of any such merger or conversion shall promptly be given by

such successor to the Issuer, the other Agents and, by the Issuer at its own expense, the

Noteholders.

14.8 Changes in Specified Offices

If any Agent decides to change its Specified Office (which may only be effected within

the same jurisdiction unless the prior written approval of the Issuer has been obtained),

it shall give notice to the Issuer, (with a copy to the other Agents) of the address of the

new Specified Office stating the date on which such change is to take effect, which date

shall be not less than 30 days after the date of such notice. The Issuer shall at its own

expense not less than 14 days prior to the date on which such change is to take effect

(unless the appointment of the relevant Agent is to terminate pursuant to any of the

foregoing provisions of this Clause 14 (Changes in Agents) on or prior to the date of

such change) give notice thereof to the Noteholders.

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15. NOTICES

15.1 Addressees for notices

15.1.1 All notices and communications hereunder shall be made in writing (by letter,

or email), shall be effective upon receipt by the addressee and shall be sent as

follows:

15.1.2 if to the Issuer to it at:

Address: Ministry of Finance of Estonia

1, Surr-Ameerika Street

10122 Tallinn

Estonia

Email: [email protected]

Attention: State Treasury

15.1.3 if to the Fiscal Agent, the Registrar, a Paying Agent or a Transfer Agent to it at

the address or email address specified against its name in Schedule 3 (The

Specified Offices of the Agents)

or, in any case, to such other address or email address or for the attention of such other

person or department as the addressee has by prior notice to the sender specified for the

purpose.

15.2 Effectiveness

All notices and communication sent in accordance with Clause 15.1 (Addresses for

notices) shall take effect, in the case of a letter, at the time of delivery, in the case of an

electronic communication, when the relevant receipt of such communication being read

is given, or where no read receipt is requested by the sender, at the time of sending,

provided, that no delivery failure notification is received by the sender within 24 hours

of sending such communication; provided that any such notice or other communication

which is received (or deemed to take effect in accordance with the foregoing) after

4.00pm (local time) or on a non-business day in the place of receipt shall be deemed to

take effect at 10:00 a.m on the next following business day in such place. Any

communication delivered to any party under this Agreement which is to be sent by

electronic communication will be written legal evidence.

15.3 Notices to Noteholders

Any notice required to be given to Noteholders under this Agreement shall be given in

accordance with the Conditions and at the expense of the Issuer; provided, however,

that, so long as any Notes are represented by the Global Note Certificate, notices to

Noteholders shall be given in accordance with the terms of the Global Note Certificate.

15.4 Notices in English

All notices and other communications hereunder shall be made in the English language

or shall be accompanied by a certified English translation thereof. Any certified English

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translation delivered hereunder shall be certified a true and accurate translation by a

professionally qualified translator or by some other person competent to do so.

16. GOVERNING LAW AND ARBITRATION

16.1 Governing law

This Agreement (including a dispute relating to its existence, validity or termination)

and any non-contractual obligation or other matter arising out of or in connection with

this Agreement shall be governed by, and construed in accordance with, English law.

The governing law of this Clause 16 (Governing Law and Arbitration) shall also be the

substantive law of England.

16.2 Arbitration

Any dispute, claim, difference or controversy arising out of or in connection with this

Agreement (including any dispute relating to its existence, validity or termination, or

any non-contractual obligation or other matter arising out of or in connection with it)

(a "Dispute") shall be referred to and finally resolved by arbitration under the

Arbitration Rules of the London Court of International Arbitration ("LCIA") (the

"Rules"), which Rules (as amended from time to time) are incorporated by reference

into this Clause 16.2 (Arbitration). For these purposes:

16.2.1 any Request for Arbitration (as defined in the Rules) may be served by delivery

to the process agent in accordance with Clause 16.3 (Service of process);

16.2.2 the seat, or legal place of arbitration, shall be London, England where all

hearings and meetings shall be held, unless the parties agree otherwise;

16.2.3 there shall be three arbitrators, each of whom shall be disinterested in the

arbitration, shall have no connection with any party thereto and shall be an

attorney experienced in international securities transactions. The claimant(s)

and the respondent(s) shall nominate an arbitrator respectively. If one party fails

to appoint an arbitrator within 30 days of receiving notice of the appointment of

an arbitrator by the other party, then that arbitrator shall be appointed by the

LCIA. The third arbitrator, who shall be the chairman of the tribunal, shall be

nominated by the two party-nominated arbitrators. If he is not chosen and

appointed within fifteen (15) days of the last of their appointments, he shall be

appointed by the LCIA;

16.2.4 the language of the arbitration shall be English;

16.2.5 any award of the tribunal shall be binding from the day it is made, and the parties

to this Agreement hereby waive any right to refer any question of law and any

right of appeal on the law and/or merits to any court;

16.2.6 it is agreed that the arbitrators shall have no authority to award exemplary or

punitive damages of any type under any circumstances whether or not such

damages may be available under the relevant applicable law, the parties hereby

waive their right, if any, to recover such damages;

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16.2.7 this arbitration Clause 16.2 including its validity and scope, shall be governed

by English law;

16.2.8 nothing in this Clause 16.2 shall be construed as preventing any party to this

Agreement from seeking conservatory or similar interim relief in any court of

competent jurisdiction; and

16.2.9 the parties agree that the arbitration and any facts, documents, awards or other

information related to the arbitration or the dispute, controversy or claim to

which it relates shall be kept strictly confidential and shall not be disclosed to

any third party without the express written consent of the other party, unless

such disclosure is required to comply with any legal or regulatory requirement.

16.3 Service of process

For the purposes of any court proceedings commenced in support of, or in relation to,

arbitral proceedings brought under this Clause 16 (Governing Law and Arbitration),

the Issuer agrees that service of process may be effected on it by delivering or posting

that process to the Embassy of the Republic of Estonia in London at 44 Queen's Gate

Terrace, South Kensington, London SW7 5PJ and agrees that, if for any reason service

of process by such means is not possible, it will appoint a third party agent for service

of process in England. Nothing in this paragraph shall affect the right of any party to

serve process in any other manner permitted by law.

16.4 Waiver of immunity and consent to enforcement

16.4.1 To the extent that the Issuer may in any jurisdiction claim for itself or its

revenues, assets or properties ("Sovereign Assets") immunities from suit,

execution, attachment (whether in aid of execution, before award or otherwise),

in all cases related to the Notes, and to the extent that in any such jurisdiction

there may be attributed to itself or its Sovereign Assets such immunity (whether

or not claimed), the Issuer hereby irrevocably agrees for the benefit of the

Noteholders not to claim and confirms that any such immunity is or has been

irrevocably waived to the fullest extent permitted by the laws of such

jurisdiction. For the avoidance of doubt, the Issuer submits to the jurisdiction of

any arbitral body constituted in accordance with Clause 16.2 (Arbitration), the

courts at the legal seat of arbitration in the matters related to the arbitral

proceedings and court proceedings in any jurisdiction relating to the

enforcement of an arbitral award.

16.4.2 To the extent that the Issuer or any of its Sovereign Assets may be entitled in

any jurisdiction to any immunity from set-off or any similar right or remedy,

and to the extent that there shall be attributed, in any jurisdiction, such an

immunity, the Issuer hereby irrevocably agrees not to claim and confirms that

any such immunity is or has been irrevocably waived to the fullest extent

permitted by the laws of such jurisdiction with respect to any claim, suit, action,

proceeding, right or remedy arising out of or in connection with the Notes.

16.4.3 The Issuer further irrevocably consents to the giving of any relief or the issue

of any process, including, without limitation, the making, enforcement or

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execution against any Sovereign Assets whatsoever of any order, award or

judgment, made or given in connection with any Dispute.

16.4.4 The waiver of immunity by the Issuer herein shall not constitute a waiver of

immunity in relation to: (i) present or future "premises of the mission" as

defined in the Vienna Convention on Diplomatic Relations signed in 1961; (ii)

"consular premises" as defined in the Vienna Convention on Consular Relations

signed in 1963; (iii) any other property or assets used solely or mainly for

official non-commercial state purposes in the Republic of Estonia or elsewhere;

(iv) military property or military assets of the Republic of Estonia related

thereto; or (v) any non-transferable national assets and national assets with

priority importance as defined in or in accordance with applicable Estonian

laws. It is acknowledged that there is no specific law in Estonia governing the

waiving of immunity by the Issuer. Further, in accordance with the Code of

Enforcement Procedure, assets or things in restricted commerce which the

Republic of Estonia or local government need for the performance of public

duties or the enforcement of which would be contrary to public interest, shall

not be subject to enforcement.

16.5 Consolidation of disputes

16.5.1 In this sub-clause:

"Consolidation Order" means an order by a Tribunal that a Primary Dispute

and a Linked Dispute be consolidated and heard as one dispute in the same

arbitral proceedings.

"Linked Agreement" means the Notes, the Global Note Certificate, the Deed

of Covenant, the Agency Agreement, the Subscription Agreement and any other

agreement entered into in connection with the issue of the Notes.

"Linked Dispute" means any Dispute and/or any dispute, claim, difference or

controversy arising out of or in connection with any Linked Agreement

(including any dispute relating to its existence, validity or termination or any

non-contractual obligation or other matter arising out of or in connection with

it), in which a Request for Arbitration is served after a Request for Arbitration

has been served in respect of a Primary Dispute.

"Primary Dispute" means any Dispute and/or any dispute, claim, difference or

controversy arising out of or in connection with any Linked Agreement

(including any dispute relating to its existence, validity or termination or any

non-contractual obligation or other matter arising out of or in connection with

it) in which a Request for Arbitration has been served before a Request for

Arbitration is served in relation to a Linked Dispute.

"Tribunal" means any arbitral tribunal appointed under this Agreement or any

Linked Agreement.

16.5.2 If any Linked Dispute raises issues of fact and/or law which are substantially

the same as or similar to issues raised in any Primary Dispute then,

notwithstanding that a Tribunal may already have been agreed or appointed in

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respect of the Linked Dispute, any party (the "Notifying Party") to both the

Primary Dispute and the Linked Dispute (the "Notified Disputes") may apply,

by service of a written notice (a "Consolidation Notice") in accordance with

this Clause, to the Tribunal appointed in relation to the Primary Dispute for a

Consolidation Order.

16.5.3 The Notifying Party must serve the Consolidation Notice on all parties to the

Notified Disputes, and on any arbitrators already appointed or agreed in

connection with any Notified Dispute.

16.5.4 The Tribunal appointed in relation to the Primary Dispute may make a

Consolidation Order on hearing an application brought under sub-clause 16.5.2

above if it considers it just, equitable and procedurally efficient to do so and that

no party to either the Primary Dispute or the Linked Dispute would be materially

prejudiced as a result of such consolidation. In determining whether to make a

Consolidation Order, the Tribunal must take account of:

(a) the likelihood and consequences of inconsistent decisions if

consolidation is not ordered;

(b) any fault on the part of the party seeking consolidation to make a timely

application; and

(c) the likely consequences of consolidation in terms of cost and time.

16.5.5 If the Tribunal appointed in respect of the Primary Dispute makes a

Consolidation Order:

(a) it will immediately, to the exclusion of the other Tribunal appointed in

a Linked Dispute, have jurisdiction to resolve finally the Notified

Disputes;

(b) it must order that notice of the Consolidation Order and its effect be

given immediately to any arbitrators already appointed in relation to the

Linked Dispute and to all parties to the Notified Disputes;

(c) any appointment of an arbitrator in relation to the Linked Dispute before

the date of the Consolidation Order will terminate immediately and that

arbitrator will be deemed to be functus officio. The termination is

without prejudice to:

(i) the validity of any act done or order made by that arbitrator or

by the court in support of that arbitration before his appointment

is terminated;

(ii) his entitlement to be paid his proper fees and disbursements; and

(iii) the date when any claim or defence was raised for the purpose of

applying any limitation bar or any similar rule or provision;

(d) it may also give any other directions it considers appropriate to:

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(i) give effect to the Consolidation Order and make provisions for

any costs which may result from it (including costs in any

arbitration terminated as a result of the Consolidation Order);

and

(ii) ensure the proper organisation of the arbitration proceedings and

the proper formulation and resolution of the issues between the

parties.

(e) If a Tribunal appointed in respect of the Primary Dispute arising under

a Linked Agreement makes a Consolidation Order which confers on that

Tribunal jurisdiction to resolve a Linked Dispute arising under this

Agreement, that Consolidation Order and the award of that Tribunal will

bind the parties to the Linked Dispute arising under this Agreement.

(f) For the avoidance of doubt, where a Tribunal is appointed under this

Agreement or any Linked Agreement, the whole of its award (including

any part relating to a Linked Dispute) is deemed for the purposes of the

New York Convention on the Recognition and Enforcement of Arbitral

Awards 1958 to be contemplated by this Agreement and that Linked

Agreement.

(g) Each of the Issuer and the Joint Lead Managers hereby waives any right

to object to the validity and/or enforceability of any arbitral award made

by a Tribunal following the grant of a Consolidation Order on the basis

that such award was made in arbitral proceedings which were

consolidated under this Clause 16.5 or in accordance with an equivalent

provision under another Linked Agreement.

16.5.6 Should the Tribunal appointed in relation to the Primary Dispute decline

appointment in respect of the Linked Dispute, any rights to submit a Linked

Dispute arising under this Agreement to separate arbitration proceedings under

Clause 16.2 (Arbitration) shall be unaffected.

17. CONTRACTUAL RECOGNITION OF BAIL-IN

Notwithstanding and to the exclusion of any other term of this Agreement or any other

agreements, arrangements, or understanding between each BRRD Party and each

BRRD Counterparty, each BRRD Counterparty acknowledges and accepts that a

BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in

Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees

to be bound by:

(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution

Authority in relation to any BRRD Liability of each BRRD Party to each BRRD

Counterparty under this Agreement, that (without limitation) may include and

result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of such BRRD Liability or outstanding

amounts due thereon;

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(ii) the conversion of all, or a portion, of such BRRD Liability into shares,

other securities or other obligations of the relevant BRRD Party or

another person, and the issue to or conferral on the BRRD Counterparty

of such shares, securities or obligations;

(iii) the cancellation of such BRRD Liability;

(iv) the amendment or alteration of any interest, if applicable, thereon, the

maturity or the dates on which any payments are due, including by

suspending payment for a temporary period;

(b) the variation of the terms of this Agreement, as deemed necessary by the

Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers

by the Relevant Resolution Authority.

"Bail-in Legislation" means in relation to a member state of the European Economic

Area which has implemented, or which at any time implements, the BRRD, the relevant

implementing law, regulation, rule or requirement as described in the EU Bail-in

Legislation Schedule from time to time.

"Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU

Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

"BRRD" means Directive 2014/59/EU establishing a framework for the recovery and

resolution of credit institutions and investment firms.

"BRRD Counterparty " means each party to this Agreement, as the case may be, other

than the relevant BRRD Party, that is a counterparty to any BRRD Party.

"BRRD Liability" means a liability in respect of which the relevant Write Down and

Conversion Powers in the applicable Bail-in Legislation may be exercised.

"BRRD Party" means any party to this Agreement subject to the Bail-in Legislation.

"EU Bail-in Legislation Schedule" means the document described as such, then in

effect, and published by the Loan Market Association (or any successor person) from

time to time at the LMA website under EU Bail-in Legislation Schedule.

"Relevant Resolution Authority" means the resolution authority with the ability to

exercise any Bail-in Powers in relation to the relevant BRRD Party.

18. MODIFICATION

This Agreement may be amended by further agreement among the parties hereto.

19. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties

hereto in separate counterparts, each of which when so executed shall be deemed to be

an original and all of which when so executed shall constitute one and the same binding

agreement between the parties.

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20. RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement has no right under the Contracts (Rights

of Third Parties) Act 1999 to enforce any term of this Agreement.

21. ENTIRE AGREEMENT

21.1 This Agreement contains the whole agreement between the parties relating to the

subject matter of this Agreement at the date of this Agreement to the exclusion of any

terms implied by law which may be excluded by contract and supersedes any previous

written or oral agreement between the parties in relation to the matters dealt with in

this Agreement.

21.2 Each party acknowledges that it has not been induced to enter into this Agreement by

any representation, warranty or undertaking not expressly incorporated into it.

21.3 So far as is permitted by law and except in the case of fraud, each party agrees and

acknowledges that its only right and remedy in relation to any representation,

warranty or undertaking made or given in connection with this Agreement shall be for

breach of the terms of this Agreement to the exclusion of all other rights and remedies

(including those in tort or arising under statute).

21.4 In Clauses 21.1 to 21.3, "this Agreement" includes any fee letters and all documents

entered into pursuant to this Agreement.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day

and year first before written.

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SCHEDULE 1

DUTIES UNDER THE ISSUER-ICSDS AGREEMENT

For the purposes of this Schedule 1, "ICSD" means Euroclear and Clearstream, Luxembourg,

as appropriate.

In relation to each Global Note Certificate to be held under the NSS, the Registrar will comply

with the following provisions:

1. Initial issue outstanding amount: The Registrar will inform each of the ICSDs, through

the Common Service Provider appointed by the ICSDs to service the Notes, of the

initial issue outstanding amount (the "IOA") for such Tranche on or prior to the relevant

Issue Date.

2. Mark up or mark down: If any event occurs that requires a mark up or mark down of

the records which an ICSD holds for its customers to reflect such customers' interest in

the Notes or the Registrar will (to the extent known to it) promptly provide details of

the amount of such mark up or mark down, together with a description of the event that

requires it, to the ICSDs (through the Common Service Provider) to ensure that the IOA

of any Global Note Certificate held under the NSS, as reflected in the records of

Euroclear and Clearstream, Luxembourg remains at all times accurate.

3. Reconciliation of records: The Registrar will at least once every month reconcile its

record of the IOA of the Notes with information received from the ICSDs (through the

Common Service Provider) with respect to the IOA maintained by the ICSDs for the

Notes and will promptly inform the ICSDs (through the Common Service Provider) of

any discrepancies.

4. Resolution of discrepancies: The Registrar will promptly assist the ICSDs (through the

Common Service Provider) in resolving any discrepancy identified in the records

reflecting the IOA of any Global Note Certificate held under the NSS.

5. Details of payments: The Registrar will promptly provide the ICSDs (through the

Common Service Provider) details of all amounts paid by it under the Notes (or, where

the Notes provide for delivery of assets other than cash, of the assets so delivered).

6. Change of amount: The Registrar will (to the extent known to it) promptly provide to

the ICSDs (through the Common Service Provider) notice of any changes to the Notes

that will affect the amount of, or date for, any payment due under the Notes.

7. Notices to Noteholders: The Registrar will (to the extent known to it) promptly provide

to the ICSDs (through the Common Service Provider) copies of all information that is

given to the Holders of the Notes.

8. Communications from ICSDs: The Registrar will promptly pass on to the Issuer all

communications it receives from the ICSDs directly or through the Common Service

Provider relating to the Notes.

9. Default: The Registrar will (to the extent known to it) promptly notify the ICSDs

(through the Common Service Provider) of any failure by the Issuer to make any

payment or delivery due under the Notes when due.

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SCHEDULE 2

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

Schedule 2A

Provisions For Meetings Of Noteholders

The provisions of this Schedule 2A apply to issuances of Notes where "2012 CAC" is

specified in the applicable Pricing Supplement:

1. General Definitions

For the purposes of this Schedule 2A:

"Alternative Clearing System" means any clearing system other than Euroclear or

Clearstream, Luxembourg;

"Cross-Series Modification" has the meaning given to it in the Conditions;

"Debt Securities" has the meaning given to it in the Conditions;

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

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

technology systems;

"holder" has the meaning given to it in the Conditions;

"meeting" means a meeting convened pursuant to this Schedule by the Issuer and

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

"modification" has the meaning given to it in the Conditions;

"outstanding" has the meaning given to it in the Conditions;

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

physical location specified in the notice of such meeting;

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

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

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

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

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

the Conditions of the Notes of such Series or of any agreement governing the issuance

or administration of the Notes of such Series (including the Agency Agreement and the

Deed of Covenant) that would:

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

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

such Series;

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

Series;

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

which the Notes of such Series may be redeemed;

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

of such Series;

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

payments on the Notes of such Series;

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

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

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

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

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

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

connection with, the Notes of such Series;

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

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

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

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

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

of such Series is outstanding for these purposes; or

(l) change the definition of a Reserved Matter,

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

that any of the foregoing references to the Notes or any agreement governing the

issuance or administration of the Notes (including the Agency Agreement and the Deed

of Covenant) shall be read as references to such other Debt Securities or any agreement

governing the issuance or administration of such other Debt Securities;

"series" (for the purposes of this Schedule 2A only) means a tranche of Debt Securities,

together with any further tranche or tranches of Debt Securities that, in relation to each

other and to the original tranche of Debt Securities, are (i) identical in all respects except

for their date of issuance or first payment date, and (ii) expressed to be consolidated

and form a single series, and includes the Notes of any Series and any further issuances

of Notes of such Series;

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

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

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

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

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

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expressly provide for the accrual of interest and, where Notes are held in Euroclear or

Clearstream, Luxembourg or an Alternative Clearing System, references herein to the

deposit or release or surrender of Notes shall be construed in accordance with the usual

practices (including in relation to the blocking of the relevant account) of Euroclear or

Clearstream, Luxembourg or such Alternative Clearing System.

References in this Schedule 2A to a numbered paragraph or paragraphs are to the

paragraphs contained in this Schedule 2A.

2. Modification of Notes

2.1 Reserved Matter Modification

The Conditions and any agreement governing the issuance or administration of the

Notes of any Series (including the Agency Agreement and the Deed of Covenant) may

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

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

aggregate principal amount of the outstanding Notes of such Series represented

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

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

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

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

2.2 Cross-Series Modification

In the case of a Cross-Series Modification, the Conditions of the Notes of a Series and

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

administration of the Notes of a Series (including the Agency Agreement and the Deed

of Covenant) or Debt Securities of such other series, may be modified in relation to a

Reserved Matter with the consent of the Issuer and:

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

amount of the outstanding Debt Securities represented at separate duly called

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

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

modification; or

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

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

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

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

modification,

and

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

amount of the outstanding Debt Securities represented at separate duly called

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

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

modification; or

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

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

aggregate principal amount of the then outstanding Debt Securities of each

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

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

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

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

affected series of Debt Securities.

2.3 Proposed Cross-Series Modification

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

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

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

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

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

2.4 Partial Cross-Series Modification

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

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

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

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

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

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

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

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

of such other series, provided that:

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

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

Securities of the conditions under which the proposed Cross-Series

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

manner described above in relation to the Notes of such Series and some but not

all of the other affected series of Debt Securities; and

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

Modification.

2.5 Non-Reserved Matter Modification

The Conditions of the Notes of a Series and any agreement governing the issuance or

administration of the Notes of a Series (including the Agency Agreement and the Deed

of Covenant) may be modified in relation to any matter other than a Reserved Matter

with the consent of the Issuer and:

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

aggregate principal amount of the outstanding Notes of such Series represented

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

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

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

the aggregate principal amount of the outstanding Notes of such Series.

2.6 Multiple Currencies, Index-Linked Obligations and Zero-Coupon Obligations

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

principal amount of Notes of a Series and Debt Securities of one or more other series:

2.6.1 if the modification involves Debt Securities denominated in more than one

currency, the principal amount of each affected Debt Security will be equal to

the amount of euro that could have been obtained on the Record Date for the

proposed modification with the principal amount of that Debt Security, using

the applicable euro foreign exchange reference rate for the Record Date

published by the European Central Bank;

2.6.2 if the modification involves an Index-Linked Obligation, the principal amount

of each such Index-Linked Obligation will be equal to its adjusted nominal

amount;

2.6.3 if the modification involves a Zero Coupon Obligation that did not formerly

constitute a component part of an Index-Linked Obligation, the principal

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

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

of its nominal amount;

2.6.4 if the modification involves a Zero Coupon Obligation that formerly constituted

a component part of an Index-Linked Obligation, the principal amount of each

such Zero Coupon Obligation that formerly constituted the right to receive:

(i) a non-index-linked payment of principal or interest will be equal to its

nominal amount or, if the stated maturity date of the non-index-linked

payment has not yet occurred, to the present value of its nominal amount;

and

(ii) an index-linked payment of principal or interest will be equal to its

adjusted nominal amount or, if the stated maturity date of the index-

linked payment has not yet occurred, to the present value of its adjusted

nominal amount; and

2.6.5 for purposes of this paragraph 2.6:

(i) the adjusted nominal amount of any Index-Linked Obligation and any

component part of an Index-Linked Obligation is the amount of the

payment that would be due on the stated maturity date of that Index-

Linked Obligation or component part if its stated maturity date was the

Record Date for the proposed modification, based on the value of the

related index on the Record Date published by or on behalf of the Issuer

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or, if there is no such published value, on the interpolated value of the

related index on the Record Date determined in accordance with the

terms and conditions of the Index-Linked Obligation, but in no event

will the adjusted nominal amount of such Index-Linked Obligation or

component part be less than its nominal amount unless the terms and

conditions of the Index-Linked Obligation provide that the amount of

the payment made on such Index-Linked Obligation or component part

may be less than its nominal amount; and

(ii) the present value of a Zero Coupon Obligation is determined by

discounting the nominal amount (or, if applicable, the adjusted nominal

amount) of that Zero Coupon Obligation from its stated maturity date to

the Record Date at the specified discount rate using the applicable

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

(A) if the Zero Coupon Obligation was not formerly a component

part of a Debt Security that expressly provided for the accrual of

interest, the yield to maturity of that Zero Coupon Obligation at

issuance or, if more than one tranche of that Zero Coupon

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

Coupon Obligation at the arithmetic average of all the issue

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

Coupon Obligations weighted by their nominal amounts; and

(B) if the Zero Coupon Obligation was formerly a component part of

a Debt Security that expressly provided for the accrual of interest:

(1) the coupon on that Debt Security if that Debt Security

can be identified; or

(2) if such Debt Security cannot be identified, the arithmetic

average of all the coupons on all of the Issuer's Debt

Securities (weighted by their principal amounts) referred

to below that have the same stated maturity date as the

zero coupon obligation to be discounted, or, if there is no

such Debt Security, the coupon interpolated for these

purposes on a linear basis using all of the Issuer's Debt

Securities (weighted by their principal amounts) referred

to below that have the two closest maturity dates to the

maturity date of the Zero Coupon Obligation to be

discounted, where the Debt Securities to be used for this

purpose are all of the Issuer's Index-Linked Obligations

if the Zero Coupon Obligation to be discounted was

formerly a component part of an Index-Linked

Obligation and all of the Issuer's Debt Securities (Index-

Linked Obligations and Zero Coupon Obligations

excepted) if the Zero Coupon Obligation to be discounted

was not formerly a component part of an Index-Linked

Obligation, and in either case are denominated in the

same currency as the Zero Coupon Obligation to be

discounted.

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2.7 Outstanding Notes

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

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

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

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

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

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

modification:

2.7.1 the Note has previously been cancelled or delivered for cancellation or held for

reissuance but not reissued;

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

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

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

Note in accordance with its terms;

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

prescribed;

2.7.4 the Note is a Global Note Certificate which has been exchanged for an

Individual Note Certificate pursuant to its provisions; or

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2.7.5 the Note is held by the Issuer, by a department, ministry or agency of the Issuer,

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

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

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

the Note does not have autonomy of decision, where:

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

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

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

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

a proposed modification; and

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

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

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

indirectly, through the ownership of voting securities or other ownership

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

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

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

directors of that legal entity.

For the purposes of this paragraph 2.7.5, the holder of a Note has autonomy of

decision if, under applicable law, rules or regulations and independent of any

direct or indirect obligation the holder may have in relation to the Issuer:

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

on how to vote on a proposed modification; or

(b) the holder, in determining how to vote on a proposed modification, is

required to act in accordance with an objective prudential standard, in

the interest of all of its stakeholders or in the holder's own interest; or

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

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

whose holdings of Notes (if that person then held any Notes) would be

deemed to be not outstanding under this paragraph 2.7.

2.8 Outstanding Debt Securities

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

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

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

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

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

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

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

2.9 Entities having autonomy of decision

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

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

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

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

2.7.5

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

Issuer;

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

then the holder of one or more Notes; and

2.9.3 does not have autonomy of decision in respect of its Notes.

2.10 Exchange and Conversion

Any duly approved modification of the Conditions of the Notes of a Series may be

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

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

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

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

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

Series.

3. Tabulation Agent

3.1 Appointment and Responsibility

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

proposed modification has been approved by the requisite principal amount of

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

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

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

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

other affected series of Debt Securities.

3.2 Certificate

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

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

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

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

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

outstanding on the Record Date for purposes of paragraph 2.7;

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

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

series that are deemed under paragraph 2.7.5 to be not outstanding on the Record

Date; and

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

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

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

provisions of paragraph 2.6.

3.3 Reliance

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

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

Noteholders of the relevant Series unless:

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

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

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

modification; and

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

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

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

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

and affected Noteholders of such Series if:

(a) the objection is subsequently withdrawn;

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

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

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

resolution signed in relation to the proposed modification; or

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

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

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

modification.

3.4 Publication

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

Tabulation Agent in relation to a proposed modification promptly following the

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

Issuer for signing a written resolution in respect of that modification.

4. Noteholder Meetings; Written Resolutions

4.1 General

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

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

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

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

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

agent acting on behalf of the Issuer.

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4.2 Convening Meetings

A meeting of Noteholders of a Series:

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

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

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

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

the relevant Series then outstanding.

Any such meeting may be conducted by electronic means or by other means customary

at the time, and may not necessarily require two or more persons to be physically

present in the same location. Any reference to the 'venue' for a meeting or any other

similar terms connoting a meeting in person, shall be construed by reference to the

equivalent necessary to facilitate a meeting through electronic means or by other

customary means at such time.

4.3 Notice of Meetings

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

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

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

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

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

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

required under paragraph 6;

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

be adopted at, the meeting;

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

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

by a Noteholder in order to be entitled to participate in the meeting;

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

Noteholder's behalf;

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

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

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

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

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

modification to be voted on at the meeting.

4.4 Cancellation of meeting

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

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

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

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to the Noteholders. Any meeting cancelled in accordance with this paragraph 4.4shall

be deemed not to have been convened.

4.5 Chair

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

4.5.1 by the Issuer; or

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

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

principal amount of the Notes of the relevant Series then outstanding

represented at the meeting.

4.6 Quorum

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

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

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

a proposed modification of:

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

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

amount of the Notes of such Series then outstanding; and

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

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

principal amount of the Notes of such Series then outstanding.

4.7 Adjourned Meetings

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

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

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

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

persons present and holding:

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

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

modification; and

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

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

modification.

4.8 Written Resolutions

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

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

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

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

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

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4.9 Entitlement to Vote

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

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

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

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

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

4.10 Voting

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

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

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

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

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

Series.

For these purposes:

4.10.1 in the case of a Cross-Series Modification involving Debt Securities

denominated in more than one currency, the principal amount of each Debt

Security will be determined in accordance with paragraph 2.6.1;

4.10.2 in the case of a Cross-Series Modification involving an Index-Linked

Obligation, the principal amount of each such Index-Linked Obligation will be

determined in accordance with paragraph 2.6.2;

4.10.3 in the case of a Cross-Series Modification involving a Zero Coupon Obligation

that did not formerly constitute a component part of an Index-Linked

Obligation, the principal amount of each such Zero Coupon Obligation will be

determined in accordance with paragraph 2.6.3; and

4.10.4 in the case of a Cross-Series Modification involving a Zero Coupon Obligation

that did formerly constitute a component part of an Index-Linked Obligation,

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

in accordance with paragraph 2.6.4.

4.11 Proxies

4.11.1 A holder of a Note may, by an instrument in writing in the form available from

the specified office of the Registrar (or such other Agent or Tabulation Agent

appointed by the Issuer for such purposes) in the English language executed by

or on behalf of the holder and delivered to the Registrar (or such other agent as

applicable) at least 48 hours before the time fixed for a meeting, appoint any

person (a "proxy") to act on his behalf in connection with that meeting. A proxy

need not be a Noteholder.

4.11.2 A corporation which holds a Note may deliver to a Registrar (or such other agent

as applicable) at least 48 hours before the time fixed for a meeting a certified

copy of a resolution of its directors or other governing body (with, if it is not in

English, a certified translation into English) authorising any person to act as its

representative (a "representative") in connection with that meeting.

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4.11.3 Proxies and sub-proxies entered into under paragraphs 4.11 may not be revoked

less than 48 hours before the time fixed for the meeting.

4.12 Legal Effect and Revocation of a Proxy

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

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

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

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

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

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

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

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

written resolution.

4.13 Binding Effect

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

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

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

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

the written resolution.

4.14 Manifest Error, Technical Amendments, etc.

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

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

a Series (including the Agency Agreement and the Deed of Covenant) may be modified

by the Issuer without the consent of Noteholders of such Series:

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

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

Noteholders of such Series.

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

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

effective.

4.15 Publication

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

resolutions.

5. Publication

5.1 Notices and Other Matters

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

to the above provisions in accordance with the Conditions of the Notes:

5.1.1 on the Issuer's website for financial notices;

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5.1.2 through Euroclear, Clearstream, Luxembourg or any Alternate Clearing

System, as the case may be; and

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

manner as may be required by applicable law or regulation.

6. Additional provisions applicable to Virtual Meetings

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

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

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

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

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

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

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

capacity) shall be communicated by email.

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

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

considers appropriate for the purposes of the virtual meeting.

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

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

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

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

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

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

6.6 Two or more persons who are not in the same physical location as each other attend a

virtual meeting if their circumstances are such that if they have (or were to have) rights

to speak or vote at that meeting, they are (or would be) able to exercise them.

6.7 The Issuer may make whatever arrangements they consider appropriate to enable those

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

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

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

contemplated by the relevant provisions of this Schedule.

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

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

the meeting; and

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

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

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

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Schedule 2B

Provisions for Meetings of Noteholders

The provisions of this Schedule 2B apply to issuances of Notes where "2022 CAC" is

specified in the applicable Pricing Supplement:

1. General Definitions

For the purposes of this Schedule 2B:

"Alternative Clearing System" means any clearing system other than Euroclear or

Clearstream, Luxembourg;

"Cross-Series Modification" has the meaning given to it in the Conditions;

"Debt Securities" has the meaning given to it in the Conditions;

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

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

technology systems;

"holder" has the meaning given to it in the Conditions;

"meeting" means a meeting convened pursuant to this Schedule by the Issuer and

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

"modification" has the meaning given to it in the Conditions;

"outstanding", has the meaning given to it in the Conditions;

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

physical location specified in the notice of such meeting;

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

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

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

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

"Relevant Series" has the meaning given to it in the Conditions;

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

the Conditions of the Notes of such Series or of any agreement governing the issuance

or administration of the Notes of such Series (including the Agency Agreement and the

Deed of Covenant) that would:

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

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

such Series;

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

Series;

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

which the Notes of such Series may be redeemed;

(e) change the place of payment of any amount payable on the Notes of such Series;

(f) change the currency of any amount payable on the Notes of such Series or

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

payments on the Notes of such Series;

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

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

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

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

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

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

connection with, the Notes of such Series;

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

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

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

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

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

of such Series is outstanding for these purposes; or

(l) change the definition of a "Reserved Matter", a "Cross-Series Modification",

"Uniformly Applicable" or a "Relevant Series",

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

that any of the foregoing references to the Notes or any agreement governing the

issuance or administration of the Notes (including the Agency Agreement and the Deed

of Covenant) shall be read as references to such other Debt Securities or any agreement

governing the issuance or administration of such other Debt Securities;

"series" (for the purposes of this Schedule 2B only) means a tranche of Debt Securities,

together with any further tranche or tranches of Debt Securities that, in relation to each

other and to the original tranche of Debt Securities, are (i) identical in all respects except

for their date of issuance or first payment date, and (ii) expressed to be consolidated

and form a single series, and includes the Notes of any Series and any further issuances

of Notes of such Series;

"Uniformly Applicable" as defined in the Conditions;

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

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

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

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

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

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expressly provide for the accrual of interest and, where Notes are held in Euroclear or

Clearstream, Luxembourg or an Alternative Clearing System, references herein to the

deposit or release or surrender of Notes shall be construed in accordance with the usual

practices (including in relation to the blocking of the relevant account) of Euroclear or

Clearstream, Luxembourg or such Alternative Clearing System.

References in this Schedule 2B to a numbered paragraph or paragraphs are to the

paragraphs contained in this Schedule 2B.

2. Modification of Notes

2.1 Reserved Matter Modification

The Conditions and any agreement governing the issuance or administration of the

Notes of any Series (including the Agency Agreement and the Deed of Covenant) may

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

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

aggregate principal amount of the outstanding Notes of such Series represented

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

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

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

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

2.2 Cross-Series Modification (Reserved Matters)

In the case of a Cross-Series Modification, the Conditions of the Notes of a Series and

Debt Securities of any other Relevant Series, and any agreement governing the issuance

or administration of the Notes of a Series (including the Agency Agreement and the

Deed of Covenant) or any other Relevant Series, may be modified in relation to a

Reserved Matter with the consent of the Issuer and:

2.2.1 the affirmative vote of holders of not less than 66 2/3 per cent. of the aggregate

principal amount of the outstanding Debt Securities of all Relevant Series (taken

in the aggregate); or

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

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

aggregate principal amount of the outstanding Debt Securities of all Relevant

Series (taken in the aggregate),

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

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

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

Relevant Series.

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2.3 Additional provisions relating to Reserved Matters (Cross-Series Modifications)

In the case of a Cross-Series Modification in relation to a Reserved Matter, the

following additional provisions shall apply:

2.3.1 such Cross-Series Modification must be Uniformly Applicable;

2.3.2 any reference to amending the terms and conditions of Debt Securities in the

definition of Uniformly Applicable shall extend to any agreement governing the

issuance or administration thereof (including the Agency Agreement and the

Deed of Covenant);

2.3.3 in order for any Cross-Series Modification under sub-paragraph (b) of the

definition of Uniformly Applicable to be regarded as extending principal

amounts by the same proportion, the result of (y) divided by (x) (rounded to two

decimal places) shall be the same for each Relevant Series, where: (x) is the

original residual maturity under a Relevant Series in effect immediately prior to

the proposed effective date of such exchange, conversion, substitution or

amendment (ignoring any acceleration thereof), expressed as a number of days;

and (y) is the residual maturity thereof in effect immediately following such

proposed effective date, expressed as a number of days;

2.3.4 where no menu of options is offered, any such Cross-Series Modification under

sub-paragraph (c) or (d) of the definition of Uniformly Applicable will not be

considered Uniformly Applicable if, in the case of sub-paragraph (c) of such

definition, each exchanging, converting or substituting holder of Debt Securities

of any Relevant Series, or in the case of sub-paragraph (d) of such definition,

each amending holder of Debt Securities of any Relevant Series, is not offered

the same amount of consideration per amount of principal, the same amount of

consideration per amount of interest accrued but unpaid and the same amount

of consideration per amount of past due interest, respectively, as that offered, in

the case of sub-paragraph (c) of such definition, to each other exchanging,

converting or substituting holder of Debt Securities of any Relevant Series, or

in the case of sub-paragraph (d) of such definition, to each other amending

holder of Debt Securities of any Relevant Series;

2.3.5 where a menu of options is offered, any such Cross-Series Modification under

sub-paragraph (c) or (d) of the definition of Uniformly Applicable will not be

considered Uniformly Applicable if, in the case of sub-paragraph (c) of such

definition, each exchanging, converting or substituting holder of Debt Securities

of any Relevant Series, or in the case of sub-paragraph (d) of such definition,

each amending holder of Debt Securities of any Relevant Series, is not offered

the same amount of consideration per amount of principal, the same amount of

consideration per amount of interest accrued but unpaid and the same amount

of consideration per amount of past due interest, respectively, as that offered, in

the case of sub-paragraph (c) of such definition to each other exchanging,

converting or substituting holder of Debt Securities of any Relevant Series, or

in the case of sub-paragraph (d) of such definition, to each other amending

holder of Debt Securities of any Relevant Series electing the same option under

such menu of options; and

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2.3.6 where a Cross-Series Modification falling within sub-paragraph (a) or (b) of the

definition of Uniformly Applicable is combined with a Cross-Series

Modification falling within sub-paragraph (f) of that definition, those

modifications will not be regarded as being Uniformly Applicable unless the

requirement described in sub-paragraph 2.3.5 above is satisfied in relation to

those combined modifications.

2.4 Non-Reserved Matter Modification

The Conditions of the Notes of a Series and any agreement governing the issuance or

administration of the Notes of a Series (including the Agency Agreement and the Deed

of Covenant) may be modified in relation to any matter other than a Reserved Matter

with the consent of the Issuer and:

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

aggregate principal amount of the outstanding Notes of such Series represented

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

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

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

the aggregate principal amount of the outstanding Notes of such Series.

2.5 Cross-Series Modification (Non-Reserved Matters)

In the case of a Cross-Series Modification, the Conditions of the Notes of a Series and

Debt Securities of any other Relevant Series, and any agreement governing the issuance

or administration of the Notes of a Series (including the Agency Agreement and the

Deed of Covenant) or any other Relevant Series, may be modified in relation to any

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

2.5.1 the affirmative vote of holder of more than 50 per cent. of the aggregate

principal amount of the outstanding Debt Securities of all Relevant Series (taken

in the aggregate); or

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

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

aggregate principal amount of the outstanding Debt Securities of all Relevant

Series (taken in the aggregate).

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

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

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

Relevant Series.

2.6 Multiple Currencies, Index-Linked Obligations and Zero-Coupon Obligations

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

principal amount of Notes of a Series and Debt Securities of one or more other series:

2.6.1 if the modification involves Debt Securities denominated in more than one

currency, the principal amount of each affected Debt Security will be equal to

the amount of euro that could have been obtained on the Record Date for the

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proposed modification with the principal amount of that Debt Security, using

the applicable euro foreign exchange reference rate for the Record Date

published by the European Central Bank;

2.6.2 if the modification involves an Index-Linked Obligation, the principal amount

of each such Index-Linked Obligation will be equal to its adjusted nominal

amount;

2.6.3 if the modification involves a Zero Coupon Obligation that did not formerly

constitute a component part of an Index-Linked Obligation, the principal

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

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

of its nominal amount;

2.6.4 if the modification involves a Zero Coupon Obligation that formerly constituted

a component part of an Index-Linked Obligation, the principal amount of each

such Zero Coupon Obligation that formerly constituted the right to receive:

(i) a non-index-linked payment of principal or interest will be equal to its

nominal amount or, if the stated maturity date of the non-index-linked

payment has not yet occurred, to the present value of its nominal amount;

and

(ii) an index-linked payment of principal or interest will be equal to its

adjusted nominal amount or, if the stated maturity date of the index-

linked payment has not yet occurred, to the present value of its adjusted

nominal amount; and

2.6.5 for purposes of this paragraph 2.6:

(i) the adjusted nominal amount of any Index-Linked Obligation and any

component part of an Index-Linked Obligation is the amount of the

payment that would be due on the stated maturity date of that Index-

Linked Obligation or component part if its stated maturity date was the

Record Date for the proposed modification, based on the value of the

related index on the Record Date published by or on behalf of the Issuer

or, if there is no such published value, on the interpolated value of the

related index on the Record Date determined in accordance with the

terms and conditions of the Index-Linked Obligation, but in no event

will the adjusted nominal amount of such Index-Linked Obligation or

component part be less than its nominal amount unless the terms and

conditions of the Index-Linked Obligation provide that the amount of

the payment made on such Index-Linked Obligation or component part

may be less than its nominal amount; and

(ii) the present value of a Zero Coupon Obligation is determined by

discounting the nominal amount (or, if applicable, the adjusted nominal

amount) of that Zero Coupon Obligation from its stated maturity date to

the Record Date at the specified discount rate using the applicable

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

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(A) if the Zero Coupon Obligation was not formerly a component

part of a Debt Security that expressly provided for the accrual of

interest, the yield to maturity of that Zero Coupon Obligation at

issuance or, if more than one tranche of that Zero Coupon

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

Coupon Obligation at the arithmetic average of all the issue

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

Coupon Obligations weighted by their nominal amounts; and

(B) if the Zero Coupon Obligation was formerly a component part of

a Debt Security that expressly provided for the accrual of interest:

(1) the coupon on that Debt Security if that Debt Security

can be identified; or

(2) if such Debt Security cannot be identified, the arithmetic

average of all the coupons on all of the Issuer's Debt

Securities (weighted by their principal amounts) referred

to below that have the same stated maturity date as the

zero coupon obligation to be discounted, or, if there is no

such Debt Security, the coupon interpolated for these

purposes on a linear basis using all of the Issuer's Debt

Securities (weighted by their principal amounts) referred

to below that have the two closest maturity dates to the

maturity date of the Zero Coupon Obligation to be

discounted, where the Debt Securities to be used for this

purpose are all of the Issuer's Index-Linked Obligations

if the Zero Coupon Obligation to be discounted was

formerly a component part of an Index-Linked

Obligation and all of the Issuer's Debt Securities (Index-

Linked Obligations and Zero Coupon Obligations

excepted) if the Zero Coupon Obligation to be discounted

was not formerly a component part of an Index-Linked

Obligation, and in either case are denominated in the

same currency as the Zero Coupon Obligation to be

discounted.

2.7 Outstanding Notes

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

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

modification or whether a quorum (whether or not required) is present at any meeting

of Noteholders of a Series called to vote on a proposed modification, a Note of a Series

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

modification or counted in determining whether a quorum is present, if, on the Record

Date for the proposed modification:

2.7.1 the Note has previously been cancelled or delivered for cancellation or held for

reissuance but not reissued;

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

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

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

Note in accordance with its terms;

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

prescribed;

2.7.4 the Note is a Global Note Certificate which has been exchanged for an

Individual Note Certificate pursuant to its provisions; or

2.7.5 the Note is held by the Issuer, by a department, ministry or agency of the Issuer,

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

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

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

the Note does not have autonomy of decision, where:

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

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

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

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

a proposed modification; and

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

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

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

indirectly, through the ownership of voting securities or other ownership

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

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

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

directors of that legal entity.

For the purposes of this paragraph 2.7.5, the holder of a Note has autonomy of

decision if, under applicable law, rules or regulations and independent of any

direct or indirect obligation the holder may have in relation to the Issuer:

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

on how to vote on a proposed modification; or

(b) the holder, in determining how to vote on a proposed modification, is

required to act in accordance with an objective prudential standard, in

the interest of all of its stakeholders or in the holder's own interest; or

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

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

whose holdings of Notes (if that person then held any Notes) would be

deemed to be not outstanding under this paragraph 2.7.

2.8 Outstanding Debt Securities

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

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

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

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

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

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

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

2.9 Entities having autonomy of decision

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

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

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

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

2.7.5:

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

Issuer;

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

then the holder of one or more Notes; and

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

Notes.

2.10 Exchange and Conversion

Any duly approved modification of the Conditions of the Notes of a Series may be

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

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

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

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

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

Series.

3. Tabulation Agent

3.1 Appointment and Responsibility

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

proposed modification has been approved by the requisite principal amount of

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

requisite principal amount of outstanding Debt Securities of the Relevant Series. In the

case of a Cross-Series Modification, the same person will be appointed as the

Tabulation Agent for the proposed modification of the Notes of a Series and each other

Relevant Series.

3.2 Certificate

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

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

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

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

of a Cross-Series Modification, Debt Securities of each other Relevant Series

outstanding on the Record Date for purposes of paragraph 2.7;

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

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

Series that are deemed under paragraph 2.7.5 to be not outstanding on the

Record Date; and

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

Cross-Series Modification, Debt Securities of each other Relevant Series,

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

provisions of paragraph 2.6.

3.3 Reliance

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

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

Noteholders of the relevant Series unless:

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

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

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

modification; and

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

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

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

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

and affected Noteholders of such Series if:

(a) the objection is subsequently withdrawn;

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

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

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

resolution signed in relation to the proposed modification; or

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

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

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

modification.

3.4 Publication

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

Tabulation Agent in relation to a proposed modification promptly following the

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

Issuer for signing a written resolution in respect of that modification.

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3.5 No Liability

All notifications, opinions, determinations, certificates, calculations quotations and

decisions expressed, made or obtained for the purposes of this Section 3 by the

Tabulation Agent will (in the absence of manifest error) be binding on the Issuer and

the Noteholders and (subject as aforesaid) no liability to any such person will attach to

the Tabulation Agent in connection with the exercise or non-exercise by it of its powers,

duties and discretions for such purposes.

4. Noteholder Meetings; Written Resolutions

4.1 General

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

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

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

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

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

agent acting on behalf of the Issuer.

4.2 Convening Meetings

A meeting of Noteholders of a Series:

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

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

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

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

the relevant Series then outstanding.

Any such meeting may be conducted by electronic means or by other means customary

at the time, and may not necessarily require two or more persons to be physically

present in the same location. Any reference to the 'venue' for a meeting or any other

similar terms connoting a meeting in person, shall be construed by reference to the

equivalent necessary to facilitate a meeting through electronic means or by other

customary means at such time.

4.3 Notice of Meetings

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

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

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

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

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

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

required under paragraph 6;

4.3.2 set out the agenda and quorum (if any) for, and the text of any resolutions

proposed to be adopted at, the meeting;

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

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

by a Noteholder in order to be entitled to participate in the meeting;

4.3.4 state whether paragraph 2.2 (Cross-Series Modification (Reserved Matter)) or

2.5 (Cross-Series Modification (Non-Reserved Matter)) shall apply and, if

relevant, in relation to which other series of Debt Securities it applies;

4.3.5 state if the proposed modification relates to two or more series of Debt

Securities issued by it and contemplates aggregation in more than one group of

debt securities and, if so, a description of the proposed treatment of each such

group of Debt Securities;

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

Noteholder's behalf;

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

of the meeting; and

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

modification to be voted on at the meeting.

4.4 Cancellation of meeting

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

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

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

to the Noteholders. Any meeting cancelled in accordance with this paragraph 4.4 shall

be deemed not to have been convened.

4.5 Chair

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

4.5.1 by the Issuer; or

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

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

principal amount of the Notes of the relevant Series then outstanding

represented at the meeting.

4.6 Quorum

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

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

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

a proposed modification of:

4.6.1 a Reserved Matter under paragraph 2.1 will be one or more persons present or

represented at the meeting and holding not less than 66 2/3 per cent. of the

aggregate principal amount of the Notes of such Series then outstanding; and

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4.6.2 a matter other than a Reserved Matter under paragraph 2.4 will be one or more

persons present or represented at the meeting and holding not less than 50 per

cent. of the aggregate principal amount of the Notes of such Series then

outstanding.

This paragraph 4.6 shall not apply in relation to any Cross-Series Modification voted

pursuant to paragraphs 2.2 or 2.5.

4.7 Adjourned Meetings

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

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

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

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

persons present and holding:

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

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

modification voted under paragraph 2.1; and

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

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

modification voted under paragraph 2.4.

This paragraph 4.7 shall not apply in relation to any Cross-Series Modification voted

pursuant to paragraphs 2.2 or 2.5.

4.8 Written Resolutions

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

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

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

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

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

4.9 Entitlement to Vote

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

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

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

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

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

4.10 Voting

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

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

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

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

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

Series.

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For these purposes:

4.10.1 in the case of a Cross-Series Modification involving Debt Securities

denominated in more than one currency, the principal amount of each Debt

Security will be determined in accordance with paragraph 2.6.1;

4.10.2 in the case of a Cross-Series Modification involving an Index-Linked

Obligation, the principal amount of each such Index-Linked Obligation will be

determined in accordance with paragraph 2.6.2;

4.10.3 in the case of a Cross-Series Modification involving a Zero Coupon Obligation

that did not formerly constitute a component part of an Index-Linked

Obligation, the principal amount of each such Zero Coupon Obligation will be

determined in accordance with paragraph 2.6.3; and

4.10.4 in the case of a Cross-Series Modification involving a Zero Coupon Obligation

that did formerly constitute a component part of an Index-Linked Obligation,

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

in accordance with paragraph 2.6.4.

4.11 Proxies

4.11.1 A holder of a Note may, by an instrument in writing in the form available from

the specified office of the Registrar (or such other agent or Tabulation Agent

appointed by the Issuer for such purposes) in the English language executed by

or on behalf of the holder and delivered to the Registrar (or such other agent as

applicable) at least 48 hours before the time fixed for a meeting, appoint any

person (a "proxy") to act on his behalf in connection with that meeting. A proxy

need not be a Noteholder.

4.11.2 A corporation which holds a Note may deliver to the Registrar (or such other

agent as applicable) at least 48 hours before the time fixed for a meeting a

certified copy of a resolution of its directors or other governing body (with, if it

is not in English, a certified translation into English) authorising any person to

act as its representative (a "representative") in connection with that meeting.

4.11.3 Proxies and sub-proxies entered into under paragraphs 4.11 may not be revoked

less than 48 hours before the time fixed for the meeting.

4.12 Legal Effect and Revocation of a Proxy

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

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

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

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

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

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

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

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

written resolution.

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4.13 Binding Effect

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

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

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

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

the written resolution.

4.14 Manifest Error, Technical Amendments, etc.

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

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

a Series (including the Agency Agreement and the Deed of Covenant) may be modified

by the Issuer without the consent of Noteholders of such Series:

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

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

Noteholders of such Series.

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

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

effective.

4.15 Publication

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

resolutions.

5. Publication

5.1 Notices and Other Matters

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

to the above provisions in accordance with the Conditions of the Notes:

5.1.1 on the Issuer's website for financial notices;

5.1.2 through Euroclear, Clearstream, Luxembourg or any Alternate Clearing

System, as the case may be; and

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

manner as may be required by applicable law or regulation.

6. Additional provisions applicable to Virtual Meetings

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

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

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

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

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

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

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

capacity) shall be communicated by email.

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

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

considers appropriate for the purposes of the virtual meeting.

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

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

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

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

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

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

6.6 Two or more persons who are not in the same physical location as each other attend a

virtual meeting if their circumstances are such that if they have (or were to have) rights

to speak or vote at that meeting, they are (or would be) able to exercise them.

6.7 The Issuer may make whatever arrangements they consider appropriate to enable those

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

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

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

contemplated by the relevant provisions of this Schedule.

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

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

the meeting; and

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

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

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

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SCHEDULE 3

THE SPECIFIED OFFICES OF THE AGENTS

The Fiscal Agent:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Email address: [email protected]

Attention: Agency & Trust – MTN Issuance

Email address: [email protected]

Attention: Agency & Trust – Principal Paying Agent

The Registrar:

Citibank Europe plc

1 North Wall Quay

Dublin 1

Ireland

Email address: [email protected]

Attention: Agency & Trust - Registrar

The other Paying Agent:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

The Transfer Agent:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Email address: [email protected]

Attention: Agency & Trust – Transfer Agent

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The Calculation Agent:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Email address: [email protected]

Attention: Agency & Trust – Calculation Agent

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SCHEDULE 4

FORM OF CALCULATION AGENT APPOINTMENT LETTER

[On letterhead of the Issuer]

[for use if the Calculation Agent is not a Dealer]

[Date]

[Name of Calculation Agent]

[Address]

To: [ ]

The Republic of Estonia

Euro Medium Term Note Programme

We refer to the issue and paying agency agreement dated [date] entered into in respect of the

above Euro Medium Term Note Programme (as amended or supplemented from time to time,

the "Agency Agreement") between ourselves as Issuer, Citibank, N.A., London Branch as

Fiscal Agent and certain other financial institutions named therein, a copy of which has been

supplied to you by us.

All terms and expressions which have defined meanings in the Agency Agreement shall have

the same meanings when used herein.

EITHER

[We hereby appoint you as Calculation Agent at your specified office detailed in the

Confirmation as our agent in relation to [specify relevant Series of Notes] (the "Notes") upon

the terms of the Agency Agreement for the purposes specified in the Agency Agreement and

in the Conditions and all matters incidental thereto.]

OR

[We hereby appoint you as Calculation Agent at your specified office detailed in the

Confirmation set out below as our agent in relation to each Series of Notes in respect of which

you are named as Calculation Agent in the relevant Pricing Supplement upon the terms of the

Agency Agreement and (in relation to each such Series of Notes) in the Conditions and all

matters incidental thereto.]

We hereby agree that, notwithstanding the provisions of the Agency Agreement or the

Conditions, your appointment as Calculation Agent may only be revoked in accordance with

Clause 14.2 (Revocation) thereof if you have been negligent in the exercise of your obligations

thereunder or have failed to exercise or perform your obligations thereunder.

Please complete and return to us the Confirmation on the copy of this letter duly signed by an

authorised signatory confirming your acceptance of this appointment.

This letter and any non-contractual obligations arising out of or in connection with it are

governed by English law and the provisions of Clause 16 (Governing Law and Arbitration) of

the Agency Agreement shall apply to this letter as if set out herein in full.

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A person who is not a party to the agreement described in this letter has no right under the

Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement.

THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE

By:

FORM OF CONFIRMATION

EITHER

We hereby accept our appointment as Calculation Agent of the Issuer in relation to the Notes,

and shall perform all matters expressed to be performed by the Calculation Agent in, and shall

otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in

connection therewith, shall take all such action as may be incidental thereto.

OR

We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series

of Notes in respect of which we are named as Calculation Agent in the relevant Pricing

Supplement, and shall perform all matters expressed to be performed by the Calculation Agent

in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions

and the provisions of the Agency Agreement and, in connection therewith, shall take all such

action as may be incidental thereto.

For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our

specified office and communication details are as follows:

Address: [ ]

Email: [ ]

Attention: [ ]

[Calculation Agent]

By:

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Date:

10268978857-v17 - 75 - 70-41063249

SCHEDULE 5

FORM OF PUT OPTION NOTICE

[If the relevant Notes are in global form the notice of the exercise of the put option contained

in Condition 9(e) (Redemption at the option of the Noteholders) should be submitted in

accordance with the applicable rules and procedures of Euroclear, Clearstream, Luxembourg

and/or other relevant clearing systems (as the case may be) and if possible, the relevant

interests in the relevant Global Note Certificate should be blocked to the satisfaction of the

relevant Paying Agent.]

To: [Paying Agent]

The Republic of Estonia

Euro Medium Term Note Programme

PUT OPTION NOTICE*

By depositing this duly completed Notice with the above Paying Agent in relation to [specify

relevant Series of Notes] (the "Notes") in accordance with Condition 9(e)(Redemption at the

option of Noteholders), the undersigned Holder of the principal amount of Notes specified

below and evidenced by the Individual Note Certificate(s) referred to below and presented with

this Put Option Notice exercises its option to have such Notes redeemed in accordance with

Condition 9(e) (Redemption at the option of Noteholders) on [date].

This Notice relates to Note(s) in the aggregate principal amount of [currency]…………………

evidenced by Individual Note Certificates bearing the following serial numbers:

......................................................................

......................................................................

......................................................................

Payment should be made by [complete and delete as appropriate]:

 [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee]

and mailed at the payee's risk by uninsured airmail post to [name of addressee] at

[addressee's address].]

OR

 transfer to [details of the relevant account maintained by the payee] with [name and

address of the relevant bank].]

* For notes in individual note certificate form, the Put Option Notice, duly completed and executed, should be

deposited at the specified office of any Paying Agent. The Individual Note Certificate relating thereto and

maturing after the date fixed for redemption should be deposited with the Put Option Notice.

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If the Individual Note Certificates referred to above are to be returned to the undersigned in

accordance with the Conditions and the Agency Agreement relating to the Notes, they should

be returned by post to:

......................................................................

......................................................................

......................................................................

The undersigned acknowledges that any Individual Note Certificates so returned will be sent

by uninsured airmail post at the risk of the registered Holder.

Name of Holder: ......................................................................

Signature of Holder: ......................................................................

All notices and communications relating to this Put Option Notice should be sent to the address

specified below.

Name of Holder: ......................................................................

Contact details: ......................................................................

......................................................................

......................................................................

Signature of Holder: ......................................................................

Date: ......................................................................

[To be completed by Paying Agent:]

Received by:.................................................

[Signature and stamp of Paying Agent:]

At its office at ..............................................

......................................................................

On ................................................................

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THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS

REQUIRING COMPLETION HAVE BEEN DULY COMPLETED.

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SCHEDULE 6

FORM PUT OPTION NOTICE

[If the relevant Notes are in global form the notice of the exercise of the Put Option in Condition

9(e) (Redemption at the option of Noteholders) should be submitted in accordance with the

applicable rules and procedures of Euroclear, Clearstream, Luxembourg and/or other relevant

clearing systems (as the case may be) and if possible, the relevant interests in the relevant

Global Note should be blocked to the satisfaction of the relevant Paying Agent.]

To: [Paying Agent]

The Republic of Estonia

Euro Medium Term Note Programme

PUT OPTION NOTICE*

By depositing this duly completed Notice with the above Paying Agent in relation to [specify

relevant Series of Notes] (the "Notes") in accordance with Condition 9(e) (Redemption at the

option of Noteholders), the undersigned Holder of the principal amount of Notes specified

below and evidenced by the Individual Note Certificate(s) referred to below and presented with

this Put Option Notice exercises its option to have such Notes redeemed in accordance with

Condition 9(e) (Redemption at the option of Noteholders) on [date].

This Notice relates to Note(s) in the aggregate principal amount of [currency]…………………

evidenced by Individual Note Certificates bearing the following serial numbers:

......................................................................

......................................................................

......................................................................

Payment should be made by [complete and delete as appropriate]:

 [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee]

and mailed at the payee's risk by uninsured airmail post to [name of addressee] at

[addressee's address].]

OR

 transfer to [details of the relevant account maintained by the payee] with [name and

address of the relevant bank].]

* For notes in individual note certificate form, the Put Option Notice, duly completed and executed, should be

deposited at the specified office of any Paying Agent. The Individual Note Certificate relating thereto and

maturing after the date fixed for redemption should be deposited with the Put Option Notice.

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OPTION (INDIVIDUAL NOTE CERTIFICATES) - [complete/delete as applicable]

If the Individual Note Certificates referred to above are to be returned to the undersigned in

accordance with the Conditions and the Agency Agreement relating to the Notes, they should

be returned by post to:

......................................................................

......................................................................

......................................................................

The undersigned acknowledges that any Individual Note Certificates so returned will be sent

by uninsured airmail post at the risk of the registered Holder.

Name of Holder: ......................................................................

Signature of Holder: ......................................................................

[END OF OPTION]

All notices and communications relating to this Put Option Notice should be sent to the address

specified below.

Name of Holder: ......................................................................

Contact details: ......................................................................

......................................................................

......................................................................

Signature of Holder: ......................................................................

Date: ......................................................................

[To be completed by Paying Agent:]

Received by:.................................................

[Signature and stamp of Paying Agent:]

10268978857-v17 - 80 - 70-41063249

At its office at ..............................................

......................................................................

On ................................................................

THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS

REQUIRING COMPLETION HAVE BEEN DULY COMPLETED.

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SCHEDULE 7

FORM OF PUT OPTION RECEIPT

The Republic of Estonia

Euro Medium Term Note Programme

PUT OPTION RECEIPT†

We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of

Notes] (the "Notes") having the principal amount specified below and evidenced by the

Individual Note Certificate(s) referred to below. We will hold such Individual Note

Certificate(s) in accordance with the terms of the Conditions of the Notes and the Agency

Agreement dated [date] relating thereto.

In the event that, pursuant to such Conditions and the Agency Agreement, the Noteholder

becomes entitled to the return of such Individual Note Certificate(s), we will return such

Individual Note Certificate(s) to the Noteholder by uninsured post to, and at the risk of, the

Noteholder at such address as may have been given by such Noteholder in the relevant Put

Option Notice.

Certificate Number Denomination

...................................................................... ......................................................................

...................................................................... ......................................................................

...................................................................... ......................................................................

END OF OPTIONS

Dated: [date]

CITIBANK, N.A., LONDON BRANCH

By: ..............................................................

duly authorised

† A Receipt will only be issued in the case of deposit of an Individual Note Certificate.

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SCHEDULE 8

REGULATIONS CONCERNING TRANSFERS AND REGISTRATION OF NOTES

1. Subject to paragraph 4 and paragraph 11 below, Notes may be transferred by execution

of the relevant form of transfer under the hand of the transferor or, where the transferor

is a corporation, under its common seal or under the hand of two of its officers duly

authorised in writing. Where the form of transfer is executed by an attorney or, in the

case of a corporation, under seal or under the hand of two of its officers duly authorised

in writing, a copy of the relevant power of attorney certified by a financial institution

in good standing or a notary public or in such other manner as the Registrar may require

or, as the case may be, copies certified in the manner aforesaid of the documents

authorising such officers to sign and witness the affixing of the seal must be delivered

with the form of transfer. In this Schedule, "transferor" shall, where the context

permits or requires, include joint transferors and shall be construed accordingly.

2. The Note Certificate issued in respect of the Notes to be transferred must be surrendered

for registration, together with the form of transfer (including any certification as to

compliance with restrictions on transfer included in such form of transfer) endorsed

thereon, duly completed and executed, at the Specified Office of the Registrar or any

Transfer Agent, and together with such evidence as the Registrar or (as the case may

be) the relevant Transfer Agent may reasonably require to prove the title of the

transferor and the authority of the persons who have executed the form of transfer. The

signature of the person effecting a transfer of a Registered Note shall conform to any

list of duly authorised specimen signatures supplied by the Holder of such Note or be

certified by a financial institution in good standing, notary public or in such other

manner as the Registrar or such Transfer Agent may require.

3. No Noteholder may require the transfer of a Registered Note to be registered during the

period of [15] calendar days ending on the due date for any payment of principal or

interest in respect of such Note.

4. No Noteholder which has executed a Form of Proxy in relation to a Meeting of Holders

of Notes may require the transfer of a Note covered by such Form of Proxy to be

registered until the earlier of the conclusion of the Meeting and its adjournment for

want of a quorum.

5. The executors or administrators of a deceased Holder of a Registered Note (not being

one of several joint Holders) and, in the case of the death of one or more of several joint

Holders, the survivor or survivors of such joint Holders, shall be the only persons

recognised by the Issuer as having any title to such Registered Note.

6. Any person becoming entitled to any Notes in consequence of the death or bankruptcy

of the Holder of such Notes may, upon producing such evidence that he holds the

position in respect of which he proposes to act under this paragraph or of his title as the

Registrar or the relevant Transfer Agent may require (including legal opinions), become

registered himself as the Holder of such Notes or, subject to the provisions of these

Regulations, the Notes and the Conditions as to transfer, may transfer such Notes. The

Issuer, the Transfer Agents, the Registrar and the Paying Agents shall be at liberty to

retain any amount payable upon the Notes to which any person is so entitled until such

person is so registered or duly transfers such Notes.

10268978857-v17 - 83 - 70-41063249

7. Unless otherwise required by him and agreed by the Issuer and the Registrar, the Holder

of any Notes shall be entitled to receive only one Note Certificate in respect of his

holding.

8. The joint Holders of any Registered Note shall be entitled to one Note Certificate only

in respect of their joint holding which shall, except where they otherwise direct, be

delivered to the joint Holder whose name appears first in the Register in respect of the

joint holding.

9. Where there is more than one transferee (to hold other than as joint Holders), separate

forms of transfer (obtainable from the Specified Office of the Registrar or any Transfer

Agent) must be completed in respect of each new holding.

10. A Holder of Notes may transfer all or part only of his holding of Notes provided that

both the principal amount of Notes transferred and the principal amount of the balance

not transferred are a Specified Denomination. Where a Holder of Notes has transferred

part only of his holding of Notes, a new Note Certificate in respect of the balance of

such holding will be delivered to him.

11. The Issuer, the Transfer Agents and the Registrar shall, save in the case of the issue of

replacement Notes pursuant to Condition 14 (Replacement of Notes), make no charge

to the Holders for the registration of any holding of Notes or any transfer thereof or for

the issue of any Notes or for the delivery thereof at the Specified Office of any Transfer

Agent or the Registrar or by uninsured post to the address specified by the Holder, but

such registration, transfer, issue or delivery shall be effected against such indemnity

from the Holder or the transferee thereof as the Registrar or the relevant Transfer Agent

may require in respect of any tax or other duty of whatever nature which may be levied

or imposed in connection with such registration, transfer, issue or delivery.

12. Provided a transfer of a Registered Note is duly made in accordance with all applicable

requirements and restrictions upon transfer and the Note(s) transferred are presented to

a Transfer Agent and or the Registrar in accordance with the Agency Agreement and

these Regulations, and subject to unforeseen circumstances beyond the control of such

Transfer Agent or the Registrar arising, such Transfer Agent or the Registrar will,

within five business days of the request for transfer being duly made, deliver at its

Specified Office to the transferee or despatch by uninsured post (at the request and risk

of the transferee) to such address as the transferee entitled to the Notes in relation to

which such Note Certificate is issued may have specified, a Note Certificate in respect

of which entries have been made in the Register, all formalities complied with and the

name of the transferee completed on the Note Certificate by or on behalf of the Registrar;

and, for the purposes of this paragraph, "business day" means a day on which

commercial banks are open for business (including dealings in foreign currencies) in

the cities in which the Registrar and (if applicable) the relevant Transfer Agent have

their respective Specified Offices.

10268978857-v17 - 84 - 70-41063249

SCHEDULE 9

PART A

FORM OF GLOBAL NOTE CERTIFICATE

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE

U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR WITH ANY

SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER

JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,

SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED

STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE

REGISTRATION UNDER THE SECURITIES ACT.]

The Republic of Estonia

Euro Medium Term Note Programme

GLOBAL NOTE CERTIFICATE

1. INTRODUCTION

1.1 The Notes

This Global Note Certificate is issued in respect of the notes (the "Notes") of The

Republic of Estonia (the "Issuer") described in the Pricing Supplement (the "Pricing

Supplement") a copy of which is annexed hereto. The Notes:

1.1.1 Deed of Covenant: (insofar as they are represented by this Global Note

Certificate) have the benefit of a deed of covenant dated [date] (the "Deed of

Covenant") [each] executed by the Issuer; and

1.1.2 Agency Agreement: are the subject of an agency agreement dated [date] (as

amended or supplemented from time to time, the "Agency Agreement") made

between the Issuer, Citibank Europe plc as registrar (the "Registrar", which

expression includes any successor registrar appointed from time to time in

connection with the Notes), Citibank, N.A., London Branch as fiscal agent and

the other paying agents and the transfer agents named therein.

1.2 Construction

All references in this Global Note Certificate to an agreement, instrument or other

document (including the Agency Agreement and the Deed of Covenant) shall be

construed as a reference to that agreement, instrument or other document as the same

may be amended, supplemented, replaced or novated from time to time provided that,

in the case of any amendment, supplement, replacement or novation made after the date

hereof, it is made in accordance with the Conditions. Headings and sub-headings are

for ease of reference only and shall not affect the construction of this Global Note

Certificate.

10268978857-v17 - 85 - 70-41063249

1.3 References to Conditions

Any reference herein to the "Conditions" is to the Terms and Conditions of the Notes

set out in Schedule 1 (Terms and Conditions of the Notes) hereto, as supplemented,

amended and/or replaced by the Pricing Supplement, and any reference to a numbered

"Condition" is to the correspondingly numbered provision thereof. Words and

expressions defined in the Conditions shall have the same meanings when used in this

Global Note Certificate.

2. REGISTERED HOLDER

OPTION 1 (WHERE THE CERTIFICATE IS NOT TO BE HELD UNDER THE

NEW SAFEKEEPING STRUCTURE (NSS))

This is to certify that:

[Insert name of Nominee of the Common Depositary]

is the person registered in the register maintained by the Registrar in relation to the

Notes (the "Register") as the duly registered holder (the "Holder") of an aggregate

principal amount shown in the Register from time to time of the Series specified in the

Pricing Supplement or (if the Aggregate Nominal Amount in respect of the Series

specified in the Pricing Supplement is different from the Aggregate Nominal Amount

in respect of the Tranche specified in the Pricing Supplement) the aggregate principal

amount shown in the Register from time to time of the Tranche specified in the Pricing

Supplement.

OPTION 2 (WHERE THE CERTIFICATE IS TO BE HELD UNDER THE NEW

SAFEKEEPING STRUCTURE (NSS))

This certifies that the person whose name is entered in the register maintained by the

Registrar in relation to the Notes (the "Register") is the duly registered holder (the

"Holder") of the aggregate principal amount shown in the Register from time to time

of the Series specified in the Pricing Supplement or (if the Aggregate Nominal Amount

in respect of the Series specified in the Pricing Supplement is different from the

Aggregate Nominal Amount in respect of the Tranche specified in the Pricing

Supplement) the aggregate principal amount shown in the Register from time to time

of the Tranche specified in the Pricing Supplement.

END OF OPTION]

3. PROMISE TO PAY

The Issuer, for value received, promises to pay to the Holder, in respect of each Note

represented by this Global Note Certificate, the Redemption Amount on the Maturity

Date or on such earlier date or dates as the same may become payable in accordance

with the Conditions (or to pay such other amounts of principal on such dates as may be

specified in the Pricing Supplement), and to pay interest on each such Note on the dates

and in the manner specified in the Conditions, together with any additional amounts

payable in accordance with the Conditions, all subject to and in accordance with the

Conditions.

10268978857-v17 - 86 - 70-41063249

4. PAYMENT CONDITIONS

4.1 Payment Business Day: If the currency of any payment made in respect of Notes

represented by this Global Note Certificate is euro, the applicable Payment Business

Day shall be any day which is a TARGET Settlement Day and a day on which dealings

in foreign currencies may be carried on in each (if any) Additional Financial Centre; or,

if the currency of any payment made in respect of Notes represented by this Global

Note Certificate is not euro, the applicable Payment Business Day shall be any day

which is a day on which dealings in foreign currencies may be carried on in the Principal

Financial Centre of the currency of payment and in each (if any) Additional Financial

Centre.

4.2 Payment Record Date: Each payment made in respect of this Global Note Certificate

will be made to the person shown as the Holder in the Register at the close of business

(in the relevant clearing system) on the Clearing System Business Day before the due

date for such payment (the "Record Date") where "Clearing System Business Day"

means a day on which each clearing system for which this Global Note Certificate is

being held is open for business.

5. CALCULATION OF INTEREST

The calculation of any interest amount in respect of Notes represented by this Global

Note Certificate will be calculated on the aggregate outstanding nominal amount of the

Notes represented by this Global Note Certificate and not by reference to the

Calculation Amount.

6. EXCHANGE FOR INDIVIDUAL NOTES

This Global Note Certificate will be exchanged in whole (but not in part) for duly

authenticated and completed Individual Note Certificates (which expression has the

meaning given in the Agency Agreement) in accordance with the Agency Agreement:

6.1 Upon notice: on the expiry of such period of notice as may be specified in the Pricing

Supplement; or

6.2 Upon demand: at any time, if so specified in the Pricing Supplement; or

6.3 In limited circumstances: if the Pricing Supplement specifies "in the limited

circumstances described in the Global Note Certificate", then if either of the following

events occurs:

6.3.1 Closure of clearing systems: Euroclear Bank SA/NV ("Euroclear") or

Clearstream Banking S.A. ("Clearstream, Luxembourg") or any other

relevant clearing system is closed for business for a continuous period of 14

days (other than by reason of legal holidays) or announces an intention

permanently to cease business; or

6.3.2 Event of Default: an Event of Default as defined in Condition  (Events of

Default) occurs and the Notes become due and payable.

10268978857-v17 - 87 - 70-41063249

7. DELIVERY OF INDIVIDUAL NOTE CERTIFICATES

Whenever this Global Note Certificate is to be exchanged for Individual Note

Certificates, such Individual Note Certificates shall be issued in an aggregate principal

amount equal to the principal amount of this Global Note Certificate within five

business days of the delivery, by or on behalf of the Holder, Euroclear and/or

Clearstream, Luxembourg, to the Registrar of such information as is required to

complete and deliver such Individual Note Certificate (including, without limitation,

the names and addresses of the persons in whose names the Individual Note Certificates

are to be registered and the principal amount of each such person's holding) against the

surrender of this Global Note Certificate at the Specified Office of the Registrar. Such

exchange shall be effected in accordance with the provisions of the Agency Agreement

and the regulations concerning the transfer and registration of Notes scheduled thereto

and, in particular, shall be effected without charge to any Holder, but against such

indemnity as the Registrar may require in respect of any tax or other duty of whatsoever

nature which may be levied or imposed in connection with such exchange. In this

paragraph, "business day" means a day on which commercial banks are open for

business (including dealings in foreign currencies) in the city in which the Registrar has

its Specified Office.

8. CONDITIONS APPLY

Save as otherwise provided herein, the Holder of this Global Note Certificate shall have

the benefit of, and be subject to, the Conditions and, for the purposes of this Global

Note Certificate, any reference in the Conditions to "Note Certificate" or "Note

Certificates" shall, except where the context otherwise requires, be construed so as to

include this Global Note Certificate.

9. EXERCISE OF PUT OPTION

In order to exercise the option contained in Condition e) (Redemption and Purchase

- Redemption at the option of Noteholders) (the "Put Option"), the Holder must, within

the period specified in the Conditions for the deposit of the relevant Note Certificate

and Put Option Notice (as such expression is defined in the Agency Agreement), give

written notice of such exercise to the Fiscal Agent, in accordance with the rules and

procedures of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing

system, specifying the principal amount of Notes in respect of which the Put Option is

being exercised. Any such notice shall be irrevocable and may not be withdrawn.

10. EXERCISE OF CALL OPTION

In connection with an exercise of the option contained in Condition b) (Redemption

and Purchase - Redemption at the option of the Issuer) in relation to some only of the

Notes, the Notes represented by this Global Note Certificate may be redeemed in part

in the principal amount specified by the Issuer in accordance with the Conditions and

the Notes to be redeemed will not be selected as provided in the Conditions. but in

accordance with the rules and procedures of [Euroclear, Clearstream, Luxembourg,

such other relevant clearing system] as either a pool factor or a reduction of principal

amount, at their discretion.

10268978857-v17 - 88 - 70-41063249

11. NOTICES

Notwithstanding Condition 18 (Notices), so long as this Global Note Certificate is held

on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system (an

"Alternative Clearing System"), notices to Holders of Notes represented by this

Global Note Certificate may be given by delivery of the relevant notice to Euroclear,

Clearstream, Luxembourg or (as the case may be) such Alternative Clearing System.

12. DETERMINATION OF ENTITLEMENT

This Global Note Certificate is evidence of entitlement only and is not a document of

title. Entitlements are determined by the Register and only the Holder is entitled to

payment in respect of this Global Note Certificate.

13. AUTHENTICATION

This Global Note Certificate shall not be valid for any purpose until it has been

authenticated for and on behalf of Citibank Europe plc as registrar.

14. EFFECTUATION

This Global Note Certificate shall not be valid for any purpose until it has been

effectuated for or on behalf of the entity appointed as common safekeeper by Euroclear

or Clearstream, Luxembourg.]

15. GOVERNING LAW

This Global Note Certificate and any non-contractual obligations arising out of or in

connection with it are governed by English law.

AS WITNESS the [manual or facsimile] signature of a duly authorised person for and on

behalf of the Issuer.

THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE

By: ..............................................................

[manual or facsimile signature]

(duly authorised)

10268978857-v17 - 89 - 70-41063249

ISSUED on [issue date]

AUTHENTICATED for and on behalf of

CITIBANK EUROPE PLC

as registrar without recourse, warranty

or liability

By: ...............................................

[manual signature]

(duly authorised)

[EFFECTUATION OPTION (INCLUDE WHERE CERTIFICATE IS TO BE HELD

UNDER NEW SAFEKEEPING STRUCTURE (NSS))

[EFFECTUATED for and on behalf of

[COMMON SAFEKEEPER] as common safekeeper

without recourse, warranty or liability

By: ...............................................

[manual signature]

(duly authorised)

END OF OPTION]

10268978857-v17 - 90 - 70-41063249

FORM OF TRANSFER

FOR VALUE RECEIVED ..................................................., being the registered holder of

this Global Note Certificate, hereby transfers to..................................................

......................................................................................................................................................

of...................................................................................................................................................

......................................................................................................................................................

.....................................................................................................................................................,

[currency] ..................................... in principal amount of the Notes and irrevocably requests

and authorises Citibank Europe plc, in its capacity as registrar in relation to the Notes (or any

successor to Citibank Europe plc, in its capacity as such) to effect the relevant transfer by means

of appropriate entries in the register kept by it.

Dated: …………………………………

By: …………………………………

(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond

with the name of the registered holder as it appears on the face of this Global Note Certificate.

(a) A representative of such registered holder should state the capacity in which such

representative signs, e.g. executor.

(b) The signature of the person effecting a transfer shall conform to any list of duly

authorised specimen signatures supplied by the registered holder or be certified by a

recognised bank, notary public or in such other manner as the Registrar may require.

(c) Any transfer of Notes shall be in an amount equal to a Specified Denomination.

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SCHEDULE 1

TERMS AND CONDITIONS OF THE NOTES

[TO BE INSERTED]

PART B

Form of Individual Note Certificate

Serial Number: ............

The Republic of Estonia

[currency][amount]

[[fixed rate] /Floating Rate] Notes due [maturity]

This Note Certificate is issued in respect of a series of notes (the "Notes") of The Republic of

Estonia (the "Issuer") described in the Pricing Supplement (the "Pricing Supplement") a copy

of the relevant particulars of which is endorsed on this Note. Any reference herein to the

"Conditions" is to the Terms and Conditions of the Notes endorsed on this Note, as

supplemented, amended and/or replaced by the Pricing Supplement, and any reference to a

numbered "Condition" is to the correspondingly numbered provision thereof. Words and

expressions defined in the Conditions shall have the same meanings when used in this Note.

This is to certify that:

......................................................................

of .................................................................

......................................................................

is the person registered in the register maintained by the Registrar in relation to the Notes (the

"Register") as the duly registered holder or, if more than one person is so registered, the first-

named of such persons (the "Holder") of:

[currency].......................................................................

(................................................ [CURRENCY IN WORDS])

in aggregate principal amount of the Notes.

The Issuer, for value received, hereby promises to pay the Redemption Amount to the Holder

on Maturity Date or on such earlier date or dates as the same may become payable in

accordance with the Conditions (or to pay such other amounts of principal on such dates as

may be specified in the Pricing Supplement, and to pay interest on this Note on the dates and

in the manner specified in the Conditions, together with any additional amounts payable in

accordance with the Conditions, all subject to and in accordance with the Conditions.

10268978857-v17 - 92 - 70-41063249

This Note Certificate is evidence of entitlement only and is not a document of title. Entitlements

are determined by the Register and only the Holder is entitled to payment in respect of this

Note Certificate.

This Note Certificate shall not be valid for any purpose until it has been authenticated for and

on behalf of Citibank Europe plc as registrar.

This Note and any non-contractual obligations arising out of or in connection with it are

governed by English law.

AS WITNESS the [manual or facsimile] signature of a duly authorised person for and on

behalf of the Issuer.

THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE

By: ..............................................................

[manual or facsimile signature]

(duly authorised)

ISSUED as of [issue date]

AUTHENTICATED for and on behalf of

Citibank Europe plc

as registrar without recourse, warranty

or liability

By: ..............................................................

[manual signature]

(duly authorised)

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FORM OF TRANSFER

FOR VALUE RECEIVED ..................................................., being the registered holder of

this Note Certificate, hereby transfers to.......................................................................

......................................................................................................................................................

of...................................................................................................................................................

......................................................................................................................................................

......................................................................................................................................................

[currency] ..................................... in principal amount of the Notes and irrevocably requests

and authorises Citibank Europe plc, in its capacity as registrar in relation to the Notes (or any

successor to Citibank Europe plc, in its capacity as such) to effect the relevant transfer by means

of appropriate entries in the register kept by it.

Dated: …………………………………

By: …………………………………

(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond

with the name of the registered holder as it appears on the face of this Note Certificate.

(a) A representative of such registered holder should state the capacity in which such

representative signs, e.g. executor.

(b) The signature of the person effecting a transfer shall conform to any list of duly

authorised specimen signatures supplied by the registered holder or be certified by a

recognised bank, notary public or in such other manner as the Registrar may require.

(c) Any transfer of Notes shall be in an amount equal to a Specified Denomination.

10268978857-v17 - 94 - 70-41063249

[On the reverse of the Note Certificate:]

PRICING SUPPLEMENT

The following is a copy of the relevant particulars of the Pricing Supplement.

TERMS AND CONDITIONS

[As set out in the Offering Circular]

[At the foot of the Terms and Conditions:]

FISCAL AGENT REGISTRAR

Citibank, N.A., London Branch Citibank Europe plc

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

1 North Wall Quay

Dublin 1

Ireland

PAYING AGENTS AND TRANSFER AGENTS

Citibank, N.A., London Branch Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Project Limestone – Estonia Agency Agreement - Signature Page

SIGNATURES

The Issuer

For and on behalf of

THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE

By:

The Fiscal Agent

For and on behalf of

CITIBANK, N.A., LONDON BRANCH

By:

The Registrar

For and on behalf of

CITIBANK EUROPE PLC

By:

The Transfer Agent

For and on behalf of

CITIBANK, N.A., LONDON BRANCH

By:

CLIFFORD CHANCE LLP

Date: 18 October 2023

THE REPUBLIC OF ESTONIA

EURO MEDIUM TERM NOTE PROGRAMME

DEALER AGREEMENT

CONTENTS

Clause Page

1. Interpretation ..................................................................................................................... 1

2. Issuing Notes ..................................................................................................................... 4

3. Conditions Precedent ......................................................................................................... 5

4. Representations and Warranties by the Issuer ................................................................... 8

5. Undertakings by the Issuer .............................................................................................. 12

6. Indemnity ......................................................................................................................... 16

7. Selling Restrictions .......................................................................................................... 18

8. Calculation Agent ............................................................................................................ 19

9. Authority to Distribute Documents ................................................................................. 19

10. Status of the Arranger and the Dealers ............................................................................ 20

11. Fees and Expenses ........................................................................................................... 20

12. Notices ............................................................................................................................. 21

13. Changes in Dealers .......................................................................................................... 22

14. Resignation ...................................................................................................................... 22

15. Assignment ...................................................................................................................... 23

16. Currency Indemnity ......................................................................................................... 23

17. Recognition of the U.S. Special Resolution Regimes ..................................................... 24

18. Governing Law and Arbitration ...................................................................................... 26

19. Partial invalidity .............................................................................................................. 31

20. Rights of Third Parties .................................................................................................... 31

21. Counterparts .................................................................................................................... 31

Schedule 1 Selling Restrictions ............................................................................................... 32

Schedule 2 Initial Conditions Precedent .................................................................................. 35

Schedule 3 Pro Forma Subscription Agreement ...................................................................... 37

Schedule 4 Contact Details and Notices .................................................................................. 47

Schedule 5 Form of Dealer Accession Letter .......................................................................... 48

10268925001-v12 - 1 - 70-41063249

THIS AGREEMENT is made on 19 October 2023

________________________________

BETWEEN

(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF

FINANCE (the "Issuer");

(2) BARCLAYS BANK IRELAND PLC and CITIGROUP GLOBAL MARKETS

EUROPE AG (each an "Arranger" and a "Dealer").

The expression "Dealers" shall include any institution(s) appointed as a Dealer in

accordance with Clause 13.1.2 (New Dealer) or Clause 13.1.3 (Dealer for a day), and

save as specified herein, exclude any institutions(s) whose appointment as a Dealer has

been terminated in accordance with Clause 13.1.1 (Termination) or which has resigned

in accordance with Clause 14 (Resignation) provided that where any such institution

has been appointed as Dealer in relation to a particular Tranche the expression "Dealer"

or "Dealers" shall only mean or include such institution in relation to such Tranche).

WHEREAS

(A) The Issuer has established a Euro Medium Term Note programme (the "Programme")

for the issuance of notes (the "Notes"), in connection with which Programme the Issuer

has entered into the Agency Agreement and the Issuer has executed and delivered the

Deed of Covenant referred to below.

(B) The Issuer has made applications to the Irish Stock Exchange plc, trading as Euronext

Dublin for Notes issued under the Programme to be admitted to listing on the official

list of Euronext Dublin (the "Official List") and for the Notes issued under the

Programme to be admitted to trading on the regulated market of Euronext Dublin. Notes

may also be issued on the basis that they will not be admitted to listing, trading and/or

quotation by any competent authority, stock exchange and/or quotation system or that

they will be admitted to listing, trading and/or quotation by such other or further stock

exchanges and/or quotation systems as may be agreed with the Issuer.

(C) The parties wish to record the arrangements agreed between them in relation to the issue

by the Issuer and the subscription by Dealers from time to time of Notes issued under

the Programme.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

All terms and expressions which have defined meanings in the Offering Circular shall

have the same meanings in this Agreement except where the context requires otherwise

or unless otherwise stated. In addition, in this Agreement the following expressions

have the following meanings:

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"Affiliate" has the meaning given to it in Rule 501(b) of Regulation D under the

Securities Act;

this "Agreement" includes any amendment or supplement hereto (including any

confirmation or agreement given or executed pursuant to Clause 13.1.2 (New Dealer)

or Clause 13.1.3 (Dealer for a day) whereby an institution becomes a Dealer hereunder

but excluding any Relevant Agreement) and the expressions "herein" and "hereto" shall

be construed accordingly;

"Common Safekeeper" means an ICSD in its capacity as common safekeeper or a

person nominated by the ICSDs to perform the role of common safekeeper;

"EU Blocking Regulation" means Council Regulation (EC) 2271/96;

"EU Buy-Back and Stabilisation Regulation" means Commission Delegated

Regulation EU 2016/1052.

"Event of Default" means one of those circumstances described in Condition 12

(Events of Default);

"External Indebtedness" shall be as defined in the Terms and Conditions;

"FSMA" means the Financial Services and Markets Act 2000;

"ICSDs" means Clearstream, Luxembourg and Euroclear, and/or, in relation to any

Tranche of Notes, any other clearing system as may be specified in the relevant Pricing

Supplement;

"Loss" has the meaning given to it in Clause 6.1 (Indemnity);

"Mandated Dealer" means, in relation to a Relevant Agreement which is made

between the Issuer and more than one Dealer, the institution specified as such or as the

Lead Manager in the relevant Pricing Supplement and/or in such Relevant Agreement;

and, in relation to a Relevant Agreement which is made between the Issuer and a single

Dealer, such Dealer;

"Offering Circular" means the offering circular prepared in connection with the

Programme, as the same may be amended or supplemented from time to time provided,

however, that:

(a) in relation to each Tranche of Notes, the relevant Pricing Supplement and, if

applicable, any relevant issue specific summary shall be deemed to be included

in the Offering Circular; and

(b) for the purposes of Clause 4.2 (Representations and warranties deemed

repeated upon issue of Notes), in the case of a Tranche of Notes which is the

subject of Pricing Supplement each reference in Clause 4.1 (Representations

and warranties) to the Offering Circular shall mean the Offering Circular as at

the date of the Relevant Agreement without regard (subject as provided in (a)

above) to any subsequent amendment or supplement to it;

"Relevant Party" has the meaning given to it in Clause 6.1 (Indemnity);

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"Relevant Agreement" means an agreement (whether oral or in writing) between the

Issuer and any Dealer(s) for the issue by the Issuer and the subscription by such

Dealer(s) (or on such other basis as may be agreed between the Issuer and the relevant

Dealer(s) at the relevant time) of any Notes and shall include, without limitation, any

agreement in the form or based on the form set out in Schedule 3 (Pro Forma

Subscription Agreement);

"Relevant Dealer(s)" means, in relation to a Relevant Agreement, the Dealer(s) which

is/are party to that Relevant Agreement;

"Regulation S" means Regulation S under the Securities Act;

"Securities Act" means the United States Securities Act of 1933, as amended;

"Stabilisation Manager" means, in relation to any Tranche of Notes, the Dealer or

Dealers specified as the Stabilisation Manager(s) in the relevant Pricing Supplement;

and

"Terms and Conditions" means, in relation to any Notes, the terms and conditions

applicable to such Notes set out in the Offering Circular as amended, supplemented

and/or replaced by the relevant Pricing Supplement and any reference to a numbered

"Condition" is to the correspondingly numbered provision thereof.

1.2 Clauses and Schedules

Any reference in this Agreement to a Clause, a sub-clause or a Schedule is, unless

otherwise stated, to a clause or sub-clause hereof or a schedule hereto.

1.3 Legislation

Any reference in this Agreement to any legislation (whether primary legislation or

regulations or other subsidiary legislation made pursuant to primary legislation) shall

be construed as a reference to such legislation as the same may have been, or may from

time to time be, amended or re-enacted.

1.4 Other agreements

Save as provided in the definition of "Offering Circular" above, all references in this

Agreement to an agreement, instrument or other document (including the Agency

Agreement, the Deed of Covenant and the Offering Circular) shall be construed as a

reference to that agreement, instrument or other document as the same may be amended,

supplemented, replaced or novated from time to time.

1.5 Headings

Headings and sub-headings are for ease of reference only and shall not affect the

construction of this Agreement.

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2. ISSUING NOTES

2.1 Basis of agreements to issue; uncommitted facility

The Issuer and the Dealers agree that any Notes which may from time to time be agreed

between the Issuer and any Dealer(s) to be issued by the Issuer and subscribed by such

Dealer(s) shall be issued and subscribed on the basis of, and in reliance upon, the

representations, warranties, undertakings and indemnities made or given or provided to

be made or given pursuant to the terms of this Agreement. Unless otherwise agreed,

neither the Issuer nor any Dealer(s) is, are or shall be under any obligation to issue or

subscribe any Notes.

2.2 Procedures

Upon the conclusion of any Relevant Agreement and subject as provided in Clause 3.1

(Conditions precedent to first issue of Notes):

2.2.1 Confirmation of terms by Mandated Dealer: the Mandated Dealer shall

promptly confirm the terms of the Relevant Agreement to the Issuer (with a

copy to the Fiscal Agent) in writing;

2.2.2 Preparation of Pricing Supplement: the Issuer shall promptly confirm such

terms to the Fiscal Agent in writing, and the Issuer or, if the Mandated Dealer

so agrees with the Issuer, the Mandated Dealer will prepare or procure the

preparation by the Fiscal Agent of the Pricing Supplement in relation to the

relevant Tranche of Notes for approval (such approval not to be unreasonably

withheld or delayed) by the Mandated Dealer or, as the case may be, the Issuer

and execution on behalf of the Issuer;

2.2.3 Issue of Notes: the Issuer shall on the agreed Issue Date of the relevant Notes

procure the issue of such Notes in the relevant form (subject to amendment and

completion) scheduled to the Agency Agreement and shall procure their

delivery to or to the order of the Relevant Dealer(s);

2.2.4 Payment of net proceeds: the Relevant Dealer(s) shall for value on the agreed

Issue Date of the relevant Notes procure the payment to the Issuer of the net

proceeds of the issue of the Notes (namely, the agreed issue or sale price thereof

plus any accrued interest and less any agreed commissions, concessions or other

agreed deductibles);

2.2.5 Single Dealer Drawdown: where a single Dealer has agreed with the Issuer to

subscribe a particular Tranche pursuant to this Clause 2, if requested by the

Relevant Dealer in relation to such Tranche the Issuer and the Relevant Dealer

shall enter into a subscription agreement based on the form set out in Schedule

3 (Pro Forma Subscription Agreement) or such other form as may be agreed

between the Issuer and the Relevant Dealer; and

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2.2.6 Syndicated Drawdown: where more than one Dealer has agreed with the Issuer

to subscribe a particular Tranche pursuant to this Clause 2, unless otherwise

agreed between the Issuer and the Relevant Dealers:

(a) the obligations of the Relevant Dealers so to subscribe the Notes shall

be joint and several; and

(b) in relation to such Tranche the Issuer and the Relevant Dealers shall

enter into a subscription agreement in the form or based on the form set

out in Schedule 3 (Pro Forma Subscription Agreement) or such other

form as may be agreed between the Issuer and the Relevant Dealers.

2.3 Issuing direct to non-Dealers

Each Dealer acknowledges that the Issuer may issue Notes under the Programme to any

institution(s) which have not become Dealer(s) pursuant to Clause 13 (Changes in

Dealers). The Issuer hereby undertakes to each of the Dealers that it will, in relation to

any such issues, comply, and procure that such institution(s) comply, with the

restrictions and agreements set out in Schedule 1 (Selling Restrictions), to the extent

that they are applicable, as if it or they were a Dealer.

3. CONDITIONS PRECEDENT

3.1 Conditions precedent to first issue of Notes

Before any Notes may be issued under the Programme after the date of this Agreement,

each Dealer must have received and found satisfactory all of the documents and

confirmations described in Schedule 2 (Initial Conditions Precedent). Each Dealer will

be deemed to have received and found satisfactory all of such documents and

confirmations unless, within five London business days of receipt of such documents

and confirmations, it notifies the Issuer and the other Dealers to the contrary. The

obligations of the Dealers under Clause 2.2.4 (Payment of net proceeds) are conditional

upon each Dealer having received and found satisfactory (or being deemed to have

received and found satisfactory) all of the documents and confirmations described in

Schedule 2 (Initial Conditions Precedent).

3.2 Conditions precedent to any issue of Notes

In respect of any issue of Notes under the Programme, the obligations of the Relevant

Dealer(s) under Clause 2.2.4 (Payment of net proceeds) are conditional upon:

3.2.1 Execution and delivery of Notes and Pricing Supplement: the relevant Notes

and the relevant Pricing Supplement having been completed, executed and

delivered as appropriate by the Issuer in accordance with the terms of this

Agreement, the Relevant Agreement and the Agency Agreement substantially

in the respective forms agreed between the Issuer and the Relevant Dealer(s);

3.2.2 No breach: the Issuer not being in breach of this Agreement, the Relevant

Agreement or the Agency Agreement;

3.2.3 Force majeure: there having been, since the date of the Relevant Agreement

and in the opinion of the Mandated Dealer (following consultation with the

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Issuer where reasonably practicable in the circumstances), no such change in

national or international financial, political or economic conditions or currency

exchange rates or exchange controls as would, in its view, be likely either (a) if

there is more than one Relevant Dealer, to prejudice materially the success of

the offering and distribution of the Notes or dealings in the Notes in the

secondary market, or (b) if there is only one Relevant Dealer, to materially

change the circumstances prevailing at the date of the Relevant Agreement;

3.2.4 No adverse change of rating: since the date of the Relevant Agreement, no

internationally recognised rating agency having, in respect of any debt securities

of the Issuer, issued any notice (a) downgrading such securities, (b) indicating

that it intends to downgrade, or is considering the possibility of downgrading,

such securities or (c) indicating that it is reconsidering the rating of such

securities without stating that this is with a view to upgrading them;

3.2.5 No material adverse change: since the date of the Relevant Agreement, there

having been no adverse change, or any development reasonably likely to

involve an adverse change, in the financial, political and/or economic condition

or general affairs of the Issuer that is material in the context of the issue of the

relevant Notes;

3.2.6 Accuracy of representations and warranties: the representations and warranties

by the Issuer contained herein or in any Relevant Agreement being true and

accurate on the date of the Relevant Agreement and on each date on which they

are deemed to be repeated with reference in each case to the facts and

circumstances then subsisting;

3.2.7 Certificate: if there is more than one Relevant Dealer, a certificate dated as at

the relevant Issue Date signed by a duly authorised representative on behalf of

the Issuer to the effect that: (a) the Offering Circular contains all material

information relating to the financial, political and/or economic condition of the

Issuer and nothing has happened or is expected to happen which would require

the Offering Circular to be supplemented or updated; (b) since the date of the

Relevant Agreement there has been no adverse change, or any development

reasonably likely to involve an adverse change, in the financial, political and/or

economic condition or in the general affairs of the Issuer that is material in the

context of the issue of the Notes; (c) the representations and warranties deemed

to be made by the Issuer on the Issue Date pursuant to Clause 4.2

(Representations and warranties deemed repeated upon issue of Notes) are true

and accurate; (d) the total outstanding debt of the Republic of Estonia, after

giving effect to the issuance of the relevant Notes, will be within the limits set

by the Estonian state budget applicable on the date of such certificate; and (e)

the Issuer is in compliance with its undertakings under Clause 5 (Undertakings

by the Issuer);

3.2.8 Listing and trading: in the case of Notes which are to be admitted to listing,

trading and/or quotation by any competent authority, stock exchange and/or

quotation system, the Mandated Dealer having received confirmation that the

relevant Notes have, subject only to the execution, authentication and delivery

of the relevant Global Note Certificate, been admitted to listing, trading and/or

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quotation by the relevant competent authority, stock exchange and/or quotation

system;

3.2.9 Calculations or determinations: any calculations or determinations which are

required by the Terms and Conditions of the relevant Notes to be made prior to

the date of issue of such Notes having been duly made;

3.2.10 Legal opinions etc.: the Mandated Dealer having received such legal opinions

as may be required to be delivered pursuant to Clauses 5.10 (Legal opinions)

and such other opinions, documents, certificates, agreements or information

specified in the Relevant Agreement as being conditions precedent to the

purchase or subscription of the particular Tranche of Notes (in each case in a

form satisfactory to the Mandated Dealer); and

3.2.11 Notes to be held under the New Safekeeping Structure: if the relevant Pricing

Supplement specifies that the Notes are to be held under the New Safekeeping

Structure, the Mandated Dealer having received (in a form satisfactory to the

Mandated Dealer) a duly executed or conformed copy of the authorisation from

the Issuer to the relevant ICSD acting as Common Safekeeper to effectuate the

relevant Global Note Certificate and a duly executed or conformed copy of the

election form pursuant to which the Fiscal Agent has elected an ICSD as

Common Safekeeper in accordance with clause 3.17 (Election of Common

Safekeeper) of the Agency Agreement.

3.3 Waiver of conditions precedent

The Mandated Dealer may, in its absolute discretion, waive any of the conditions

contemplated in Clause 3.1 (Conditions precedent to first issue of Notes) and Clause

3.2 (Conditions precedent to any issue of Notes) by notice in writing to the Issuer,

subject to the following provisions:

3.3.1 Relevant Agreement: any such waiver shall apply to such conditions only as

they relate to the Notes which are the subject of the Relevant Agreement;

3.3.2 Relevant Dealers: where there is more than one Dealer party to the Relevant

Agreement, any such waiver shall be given on behalf of the other Dealer(s) party

to the Relevant Agreement in question; and

3.3.3 Specific waiver: any condition so waived shall be deemed to have been satisfied

as regards such Dealer(s) alone and only for the purposes specified in such

waiver.

3.4 Termination of Relevant Agreement

If any of the conditions contemplated in Clause 3.1 (Conditions precedent to first issue

of Notes) and Clause 3.2 (Conditions precedent to any issue of Notes) is not satisfied

or, as the case may be, waived by the Mandated Dealer on or before the Issue Date of

any relevant Tranche, the Mandated Dealer shall, subject as mentioned below, be

entitled to terminate the Relevant Agreement and, in that event, the parties to such

Relevant Agreement shall be released and discharged from their respective obligations

thereunder (except for any rights or liabilities which may have arisen pursuant to

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Clauses 3 (Conditions Precedent), 4 (Representations and Warranties by the Issuer), 5

(Undertakings by the Issuer), 6 (Indemnity) or 7 (Selling Restrictions) of this

Agreement or any liability of the Issuer (under the terms of the Relevant Agreement)

incurred prior to or in connection with such termination).

3.5 Stabilisation

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any)

named as the Stabilisation Manager (or persons acting on behalf of any Stabilisation

Manager in the applicable Pricing Supplement may over allot Notes or effect

transactions with a view to supporting the market price of the Notes at a level higher

than that which might otherwise prevail, but in doing so, the Stabilisation Manager shall

act as principal and not as agent of the Issuer. However, stabilisation may not

necessarily occur. Any stabilisation action may begin on or after the date on which

adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is

made and, if begun, may cease at any time, but it must end no later than the earlier of

30 days after the issue date of the relevant Tranche of Notes and 60 days after the date

of the allotment of the relevant Tranche of Notes. Such stabilising shall be conducted

in accordance with all applicable laws and rules. Any loss or profit sustained as a

consequence of any such over-allotment or stabilising shall, as against the Issuer, be for

the account of the Stabilisation Manager.

4. REPRESENTATIONS AND WARRANTIES BY THE ISSUER

4.1 Representations and warranties

The Issuer represents and warrants to the Dealers on the date hereof as follows:

4.1.1 Authorisation: in the context of the Programme, the Issuer has taken all

necessary action to approve and authorise the creation and issue of Notes, the

execution of this Agreement, the Agency Agreement, the Deed of Covenant and

each Relevant Agreement and Pricing Supplement and the undertaking and

performance of the obligations expressed to be assumed by it herein and therein;

4.1.2 No breach: the creation, issue and sale of the Notes under the Programme, the

execution of this Agreement, the Agency Agreement, the Deed of Covenant and

each Relevant Agreement and the undertaking and performance by the Issuer of

the obligations expressed to be assumed by it herein and therein will not conflict

with, or result in a breach of or default under (i) the laws of The Republic of

Estonia (ii) any agreement or instrument to which it is a party or by which it is

bound or in respect of indebtedness in relation to which it is a surety;

4.1.3 Legal, valid, binding and enforceable: this Agreement, the Agency Agreement

and the Deed of Covenant constitute legal, valid, binding and enforceable

obligations of the Issuer; upon due execution each Relevant Agreement will,

and upon due execution by or on behalf of the Issuer and due authentication,

effectuation (if applicable) and delivery, the Notes will, constitute legal, valid,

binding and enforceable obligations of the Issuer;

4.1.4 Status: Notes issued under the Programme will constitute direct, unconditional,

unsubordinated and unsecured obligations of the Issuer and rank and will rank

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pari passu, without preference among themselves, with all other unsecured

External Indebtedness of the Issuer, from time to time outstanding, provided,

however, that the Issuer shall have no obligation to effect equal and rateable

payment(s) at any time with respect to any other External Indebtedness and, in

particular, shall have (i) no obligation to pay other External Indebtedness

(irrespective of the creditor) at the same time or as a condition of paying sums

due on the Notes and vice versa and (ii) no obligation to pay sums due on the

Notes at the same time as other External Indebtedness (irrespective of the

creditor);

4.1.5 Approvals: in the context of the Programme, all authorisations, consents and

approvals required by the Issuer for or in connection with the creation, issue and

sale of the Notes, the execution of this Agreement, the Agency Agreement, the

Deed of Covenant and each Relevant Agreement, the performance by the Issuer

of its obligations expressed to be undertaken by it herein and therein and the

distribution of the Offering Circular in accordance with the provisions set out

in Schedule 1 (Selling Restrictions) have been obtained and are in full force and

effect;

4.1.6 Taxation: as long as each relevant Tranche of Notes issued under the

Programme is represented by a Global Note Certificate, all payments of

principal and interest in respect of the relevant Tranche of Notes, and all

payments by the Issuer under this Agreement, the Agency Agreement, the Deed

of Covenant and each Relevant Agreement, may be made free and clear of, and

without withholding or making any deduction for, or on account of, any taxes,

duties, assessments or governmental charges of whatsoever nature imposed,

levied, collected, withheld or assessed by, or on behalf of, the Issuer or any

political subdivision or authority thereof or therein having power to tax;

4.1.7 Investor Presentations: any final investor presentation approved for use by or

on behalf the Issuer (whether incorporated by reference in the relevant Offering

Circular used in connection with the relevant issue of Notes, or otherwise) in

connection with the offering of Notes under the Programme (the "Investor

Presentations") was, on each date when used in the relevant meetings, true and

accurate in all material respects and not misleading in any material respect; any

statements, opinions, predictions or intentions expressed in the Investor

Presentations were honestly held or made and were not misleading in any

material respect; all proper enquiries were made to ascertain or verify the

foregoing and the information contained in the Investor Presentations is not

inconsistent with the Offering Circular;

4.1.8 Offering Circular: the Offering Circular contains all information which is (in

the context of the Programme) material to investors in the context of their

investment decisions as of such date; such information is true and accurate in

all material respects and is not misleading in any material respect; any opinions,

predictions or intentions expressed in the Offering Circular are honestly held or

made and are not misleading in any material respect; the Offering Circular does

not omit to state any material fact necessary to make such information, opinions,

predictions or intentions contained therein (in the context of the Programme)

not misleading in any material respect; and all proper enquiries have been made

to ascertain or verify the foregoing;

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4.1.9 General duty of disclosure: (i) the Offering Circular contains all material

information which according to the particular nature of the Issuer and the Notes,

is necessary information which is material to an investor for making an

informed assessment of the condition (financial, economic or political)

prospects, revenues, expenditure, surplus and deficit of the Issuer, of the rights

attaching to the Notes; and the reasons for the issuance of the Notes and its

impact on the Issuer;

4.1.10 No material litigation: there are no litigation or arbitration proceedings against

or affecting the Issuer or any of its assets or revenues, nor is the Issuer aware of

any pending or threatened, proceedings of such kind which are or might be

material in the context of the Programme;

4.1.11 No Event of Default: no event has occurred which is or would (with the passage

of time, the giving of notice or the making of any determination) become an

Event of Default;

4.1.12 Sanctions, anti-corruption and anti-money laundering:

(a) Sanctions Target: none of the Issuer nor any of its departments,

ministries or agencies, or any of their ministers, directors, officers, nor

to the knowledge of the Issuer, their employees or anyone acting on their

behalf (i) is currently a target of any financial or economic sanctions or

trade embargoes administered or enforced by the Office of Foreign

Assets Control of the US Department of Treasury (OFAC), the U.S.

Departments of State or Commerce or any other US, EU, United Nations

or UK economic sanctions ("Sanctions" and each, a "Sanctions

Target");

(b) Anti-corruption: neither the Issuer nor, to the knowledge of the Issuer,

any official representative, officer, agent, employee, Affiliate of or

person acting on behalf of the Issuer has engaged in any activity or

conduct which would violate any applicable anti-bribery or anti-

corruption law or regulation and to the knowledge of the Issuer no

actions, suits, investigations or proceedings by or before any court or

governmental or regulatory agency, authority or body or any arbitrator

are ongoing or threatened against the Issuer, its departments, ministries

or agencies, or any of their ministers, directors, officers, employees or

any associated person or party acting on their behalf in relation to a

breach of the anti-bribery or anti-corruption laws which are or might be

material in the context of the Programme;

(c) Anti-corruption policies and procedures: the Issuer has instituted,

maintains and enforce policies and procedures designed to prevent

bribery and corruption by the Government and by persons associated

with the Government;

(d) Anti-money laundering – policies and procedures: the Issuer, its

departments, ministries and agencies have instituted and will maintain

policies and procedures designed to ensure compliance with all Money

Laundering Laws applicable to the Issuer;

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(e) Anti-money laundering: neither the Issuer, its departments, ministries,

agencies, any minister, director, officer, nor to the knowledge of the

Issuer their employees or anyone acting on their behalf has engaged in

any activity which would breach Money Laundering Laws applicable to

the Issuer;

(f) Anti-money laundering - use of proceeds: the Issuer will not directly or

indirectly use, lend or contribute the proceeds raised under the

Agreement for any purpose that would breach Money Laundering Laws

applicable to the Issuer; and

(g) Anti-money laundering – proceedings: to the knowledge of the Issuer,

no actions or investigations by any governmental or regulatory agency

are ongoing or threatened against the Issuer, its departments, ministries

or agencies, or any of their ministers, directors, officers, employees or

anyone acting on their behalf in relation to a breach of Money

Laundering Laws applicable to the Issuer;

4.1.13 Commercial Acts: the Issuer has entered into or will enter into this Agreement,

the Agency Agreement, the Deed of Covenant and each Relevant Agreement

for bona fide commercial reasons and has concluded all such agreements on

arm's length commercial terms;

4.1.14 IMF: The Issuer is a member in good standing of the International Monetary

Fund;

4.1.15 No directed selling efforts: neither the Issuer, nor any person acting on its behalf

(which, for the avoidance of doubt, shall not include any of the Dealers) has

engaged or will engage in any directed selling efforts (as defined in Regulation

S) under the Securities Act) with respect to any Notes issued under the

Programme;

4.1.16 Foreign government: (i) the Issuer is a foreign government as defined in Rule

405 under the Securities Act and is eligible to register securities under Schedule

B of the Securities Act, and (ii) the Notes will be backed by the full faith and

credit of a foreign government within the meaning of Rule 903(b)(1)(iii) of

Regulation S; and

4.1.17 Choice of English law: the choice of English law as the governing law of this

Agreement, the Offering Circular, the Agency Agreement, the Deed of

Covenant and each Relevant Agreement will be recognised and given effect by

the courts of the Republic of Estonia.

4.2 Representations and warranties deemed repeated upon issue of Notes

In respect of each Tranche of Notes agreed as contemplated herein to be issued and

subscribed, each of the representations and warranties made by the Issuer in Clause 4.1

(Representations and warranties) shall be deemed to be repeated on the date on which

the Relevant Agreement is made, on the Issue Date thereof and on each intervening

date, in each case, with reference to the facts and circumstances then subsisting. For the

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purposes of this Clause 4.2, each reference in Clause 4.1 (Representations and

warranties) to:

4.2.1 the Offering Circular shall be deemed to be a reference to the Offering Circular

as completed by the relevant Pricing Supplement; and

4.2.2 "in the context of the Programme" shall be deemed to be a reference to "in the

context of the issue, offering and sale of the Notes".

4.3 Representations and warranties deemed repeated upon Programme amendment

Each of the representations and warranties made by the Issuer in Clause 4.1

(Representations and warranties) shall be deemed to be repeated on each date on which

a new Offering Circular or a supplement to the Offering Circular is published, with

reference to the facts and circumstances then subsisting.

5. UNDERTAKINGS BY THE ISSUER

The Issuer undertakes to the Dealers as follows:

5.1 Publication and delivery of the Offering Circular

The Issuer shall deliver to the Dealers, without charge, on the date of this Agreement

and hereafter from time to time as reasonably requested, an electronic copy of the

Offering Circular.

5.2 Change in matters represented

During the period from, and including, the date on which a Dealer is mandated by the

Issuer in respect of a proposed issuance of Notes, the Issuer shall forthwith notify the

Dealers of anything which at any time prior to completion of distribution of any Notes

issued under the Programme has or may have rendered, or will or may render, untrue

or incorrect in any material respect any of such representations and warranties in this

Agreement as if it had been made or given at such time with reference to the facts and

circumstances then subsisting.

5.3 Non satisfaction of conditions precedent

If, at any time after entering into a Relevant Agreement under Clause 2 (Issuing Notes)

and before the issue of the relevant Notes, the Issuer becomes aware that the conditions

specified in Clause 3.2 (Conditions precedent to any issue of Notes) will not be satisfied

in relation to that issue, the Issuer shall forthwith notify the Relevant Dealer(s) to this

effect giving full details thereof.

5.4 Updating of the Offering Circular

The Issuer shall update or amend the Offering Circular (following consultation with the

Arrangers which will consult with the Dealers) by the publication of a supplement

thereto or a new Offering Circular in a form approved by the Dealers in the event that

a significant new factor, material mistake or material inaccuracy relating to the

information included in the Offering Circular arises or is noted which is capable of

affecting the assessment of any Notes which may be issued under the Programme.

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The Issuer shall make available to the Dealers, without charge, from time to time as

reasonably requested an electronic copy of any such supplement to the Offering

Circular or any such new Offering Circular.

5.5 Other information

Without prejudice to the generality of the foregoing, the Issuer shall from time to time

promptly furnish to each Dealer such information relating to the Issuer as such Dealer

may reasonably request.

5.6 Listing and trading

If, in relation to any issue of Notes, it is agreed between the Issuer and the Mandated

Dealer to apply for such Notes to be admitted to listing, trading and/or quotation by one

or more competent authorities, stock exchanges and/or quotation systems, the Issuer

undertakes to use its reasonable endeavours to obtain and maintain the admission to

listing, trading and/or quotation of such Notes by the relevant competent authority,

stock exchange and/or quotation system until none of the Notes is outstanding; provided,

however, that if it is impracticable or unduly burdensome to maintain such admission

to listing, trading and/or quotation, the Issuer shall use all reasonable endeavours to

obtain and maintain as aforesaid an admission to listing, trading and/or quotation for

the Notes on such other competent authorities, stock exchanges and/or quotation

systems as they may decide and further the Issuer shall be responsible for any fees

incurred in connection therewith. The Issuer shall notify the Mandated Dealer of any

change of listing venue in accordance with Clause 12 (Notices).

5.7 Amendment of Programme documents

The Issuer undertakes that it will not, except with the consent of the Dealers, terminate

the Agency Agreement or the Deed of Covenant or effect or permit to become effective

any amendment to any such agreement or deed which, in the case of an amendment,

would or might adversely affect the interests of any holder of Notes issued before the

date of such amendment.

5.8 Change of Agents

The Issuer undertakes that it will not, except with the consent of the Arranger, appoint

a different Fiscal Agent, Registrar, Paying Agent(s) or other agent under the Agency

Agreement and that it will promptly notify each of the Dealers of any change in the

Fiscal Agent, Registrar, Paying Agent(s) or other agent under the Agency Agreement.

5.9 Authorised representative

The Issuer will notify the Dealers promptly in writing if any of the persons named in

the list referred to in paragraph 3 of Schedule 2 (Initial Conditions Precedent) ceases

to be authorised to take action on behalf of the Issuer or if any additional person

becomes so authorised together, in the case of an additional authorised person, with

evidence satisfactory to the Dealers that such person has been so authorised.

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5.10 Legal opinions

The Issuer will, in each of the circumstances described in 5.10.1 to 5.10.3 below,

procure the delivery to the Dealers (or the Relevant Dealer(s), as the case may be) of

legal opinions (either from legal counsel which originally provided such legal opinions

or from such legal counsel as may be approved by the Dealers or, as the case may be,

the Mandated Dealer in respect of the Relevant Agreement in question) in such form

and with such content as the Dealers (or the Relevant Dealer(s), as the case may be)

may reasonably require. In the case of 5.10.1 and 5.10.2 below, such opinion or

opinions shall be supplied at the expense of the Issuer and, in the case of 5.10.3 below,

the expense for the supply of such opinion or opinions shall be as agreed between the

Issuer and the Relevant Dealer(s). Such opinion or opinions shall be delivered:

5.10.1 Supplement / Amendment: before the first issue of Notes occurring after each

supplement to, or amendment of, this Agreement;

5.10.2 Material change: if reasonably requested by any Dealer in relation to a material

change or proposed material change to the Offering Circular, this Agreement,

the Agency Agreement, the Deed of Covenant, or any change or proposed

change in applicable law or regulation, at such date as may be specified by such

Dealer; and

5.10.3 Syndicated issues: at the time of issue of a Tranche which is syndicated amongst

a group of institutions, if so requested by the Relevant Dealer(s).

5.11 No announcements

Save as required by applicable law and regulations, during the period commencing on

the date of a Relevant Agreement and ending on the Issue Date (or such other period as

may be specified in the Relevant Agreement), the Issuer will not, without the prior

consent of the Mandated Dealer, make:

5.11.1 Any public announcement which might reasonably be expected to have a

material adverse effect on the marketability of the relevant Notes; or

5.11.2 any communication which might reasonably be expected to prejudice the ability

of any Relevant Dealer lawfully to offer or sell the Notes in accordance with the

provisions set out in Schedule 1 (Selling Restrictions).

5.12 No competing issues

The Issuer agrees that, during the period commencing on the date of a Relevant

Agreement and ending on the Issue Date (or such other period as may be specified in

the Relevant Agreement), neither the Issuer nor any other person on its behalf, will,

without the prior written consent (such consent not to be unreasonably withheld) of the

Mandated Dealer, issue, place, offer, sell, contract to sell or otherwise dispose of any

other notes, bonds or other debt securities in the international capital markets. For the

avoidance of doubt, this clause 5.12 (No Competing Issues) shall not restrict the Issuer

from issuing treasury bills under its existing treasury bill issuance programme.

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5.13 Information on Noteholders' meetings

The Issuer will, at the same time as it is despatched, furnish the Dealers with a copy of

every notice of a meeting of the holders of any one or more Series of Notes and which

is despatched at the instigation of the Issuer and will notify the Dealers immediately

upon its becoming aware that a meeting of the holders of any one or more Series of

Notes has been convened by holders of such Notes.

5.14 No deposit taking

In respect of any Tranche of Notes having a maturity of less than one year, the Issuer

will issue such Notes only if the following conditions apply (or the Notes can otherwise

be issued without contravention of Section 19 of the FSMA):

5.14.1 Selling restrictions: each Relevant Dealer represents, warrants and agrees in

terms set out in sub clause 4.3 of Schedule 1 (Selling Restrictions); and

5.14.2 Minimum denomination: the redemption value of each such Note is not less than

£100,000 (or an amount of equivalent value denominated wholly or partly in a

currency other than sterling), and no part of any Note may be transferred unless

the redemption value of that part is not less than £100,000 (or such equivalent

amount).

5.15 Supplemental Offering Circular

If, in relation to any issue of Notes, in the period from (and including) the date of the

Relevant Agreement to (and including) the relevant Issue Date the Issuer publishes a

supplement to the Offering Circular it shall be unable to repeat the representations and

warranties concerning the Offering Circular in Clause 4.1 (Representations and

warranties) in the manner required by Clause 4.2 (Representations and warranties

deemed repeated upon issue of Notes) unless the Mandated Dealer (on behalf of any

other Dealers party to the Relevant Agreement) agrees otherwise.

5.16 Use of proceeds

5.16.1 The Issuer will not:

(a) directly or indirectly use the proceeds of the offering of any Notes issued

under the Programme for any purpose which would violate, when and

as applicable: any Sanctions, economic sanctions administered or

enforced by any United States, United Nations, European Union and/or

United Kingdom sanctions authority; the US Foreign Corrupt Practices

Act of 1977; the United Kingdom Bribery Act 2010 or any other

applicable analogous legislation; or

(b) lend, invest, contribute, or otherwise make available the proceeds of the

offering of Notes issued under the Programme to or for the benefit of

any then-current Sanctions Target, or to fund any activities in or

involving any country or territory that is a Sanctions Target.

5.16.2 It is acknowledged and agreed that each limb of this undertaking is only sought

and given to the extent that to do so does not result in a violation of Regulation

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(EC) 2271/96 or any similar anti-boycott legislation in the United Kingdom or

the European Union.

5.17 No fiduciary duty

The Issuer:

5.17.1 acknowledges and agrees that each Dealer is acting solely pursuant to a

contractual relationship with the Issuer on an arm's length basis with respect to

the issue, offer and sale of the Notes (including in connection with determining

the terms of the issue, offer and sale of the Notes) and not as a financial adviser,

agent or a fiduciary to the Issuer or any other person; additionally, the Issuer

acknowledges that the Dealers are not advising the Issuer or any other person

as to any legal, tax, investment, accounting or regulatory matters in any

jurisdiction; the Issuer shall consult with its own advisers concerning such

matters and shall be responsible for making its own independent investigation

and appraisal of the transactions contemplated hereby, and the Dealers shall

have no responsibility or liability to the Issuer with respect thereto; the Issuer

further acknowledges and agrees that any review by the Dealers of the Issuer,

the issue, offer and sale of any Notes, the terms of any Notes and other matters

relating thereto will be performed solely for the benefit of the Dealers and shall

not be on behalf of the issuer or any other person;

5.17.2 acknowledges and agrees that no fiduciary or agency relationship between the

Issuer and any Dealer has been created in respect of any issues of Notes,

irrespective of whether any Dealer has advised or is advising the Issuer on other

matters; and

5.17.3 hereby waives any claims that it may have against any Dealer with respect to

any breach of fiduciary duty in connection with any issue of Notes.

6. INDEMNITY

6.1 Indemnity

The Issuer undertakes to each Dealer that if such Dealer or any affiliate of that Dealer

or any officer, director or employee of that Dealer or any such affiliate and each person

by whom any of them is controlled for the purposes of the Securities Act (each a

"Relevant Party") incurs any liability, damages, cost, loss (excluding lost profits) or

expense (including, without limitation, properly incurred legal fees, costs and expenses

and any applicable value added tax) (a "Loss") arising out of, in connection with, or

based on:

6.1.1 Misrepresentation: any inaccuracy or (in the case of any action, proceeding,

claim, or demand brought, asserted or threatened by somebody other than a

Dealer (or a Relevant Party)) alleged inaccuracy of any representation and

warranty made by the Issuer in Clause 4.1 of this Agreement or in any Relevant

Agreement (on the date of this Agreement or, as the case may be, of any

Relevant Agreement or on any other date when it is deemed to be repeated); or

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6.1.2 Breach: any breach or (in the case of any action, proceeding, claim or demand

brought, asserted or threatened by somebody other than a Dealer (or a Relevant

Party)) alleged breach by the Issuer of any of its undertakings under Clause 4

this Agreement;

The Issuer shall pay to such Dealer on demand an amount equal to such Loss. The

Dealer shall not have any duty or other obligation, whether as fiduciary or trustee for

any Relevant Party or otherwise, to recover any such payment or to account to any other

person for any amounts paid to it under this Clause.

The terms "affiliate" and "controlled" as used in this Clause have the meanings given

to them by the Securities Act and the regulations thereunder.

6.2 Conduct of claims

If any claim, demand or action is brought or asserted in respect of which one or more

persons (each, an "Indemnified Person") is entitled to be indemnified by another

person (the "Indemnifier") under Clause 6.1 (Indemnity) (each a "Claim"), the

following provisions shall apply:

6.2.1 Notification: each Indemnified Person shall promptly notify the Indemnifier

(but failure to do so shall not relieve the Indemnifier from liability);

6.2.2 Assumption of defence: the Indemnified Person shall procure that the

Indemnifier shall, subject to Clause 6.3 (Conduct of Indemnified Person),

below, be entitled to assume the defence of the relevant Claim including the

retention of legal advisers approved by each Indemnified Person, subject to the

payment by the Indemnifier of all legal and other expenses of such defence; and

6.2.3 Separate representation: if the Indemnifier assumes the defence of the relevant

Claim, each Indemnified Person and its Relevant Parties shall be entitled to

retain separate legal advisers and to participate in such defence but the legal or

other expenses incurred in so doing shall, subject to Clause 6.3 (Conduct of

Indemnified Person) below, be borne by such Indemnified Person or Relevant

Party (as the case may be) unless the Indemnifier has specifically authorised

such retention or participation.

6.3 Conduct by Indemnified Person

Notwithstanding Clause 6.2 (Conduct of claims) above, an Indemnified Person and/or

its Relevant Parties may retain separate legal advisers in each relevant jurisdiction and

direct the defence of the relevant Claim and the Indemnifier shall reimburse such

Indemnified Person for any legal or other expenses properly so incurred if:

6.3.1 Indemnifier's failure: the Indemnifier (having assumed such defence) fails

properly to make such defence or to retain for such purpose legal advisers

approved by such Indemnified Person;

6.3.2 Conflict of interest: such Indemnified Person has reasonably concluded that the

use of any legal advisers chosen by the Indemnifier to represent such

Indemnified Person and/or Relevant Party would present such legal advisers

with a conflict of interest; or

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6.3.3 Different defences: the actual or potential defendants in, or targets of, such

Claim include both the Indemnifier and such Indemnified Person and/or

Relevant Party (as the case may be) and such Indemnified Person has reasonably

concluded that there are legal defences available to it which are different from

or additional to those available to the Indemnifier.

6.4 Settlement

The Indemnifier shall not, without the prior written consent of each Indemnified Person,

settle or compromise, or consent to the entry of judgment with respect to, any pending

or threatened Claim (irrespective of whether any Indemnified Person is an actual or

potential defendant in, or target of, such Claim) unless such settlement, compromise or

consent includes an unconditional release of each Indemnified Person and each of its

Relevant Parties from all liability arising out of the matters which are the subject of

such Claim. The Indemnifier shall not be liable to pay any amount under this Clause

6.4 to any Indemnified Person where the relevant Claim has been settled or

compromised without its prior written consent (which shall not be unreasonably

withheld).

7. SELLING RESTRICTIONS

Each of the parties hereto:

7.1 Schedule 1

Represents, warrants and undertakes as set out in Schedule 1 (Selling Restrictions) and

agrees that, in respect of each Tranche of Notes agreed as contemplated herein to be

issued and subscribed, each of these representations and warranties shall be deemed to

be repeated by the Issuer and each of the Relevant Dealer(s) on the date on which the

Relevant Agreement is made, on the Issue Date thereof and on each intervening date,

in each case, with reference to such Tranche of Notes and the facts and circumstances

then subsisting.

7.2 Subsequent changes

Agrees that, for these purposes, Schedule 1 (Selling Restrictions) shall be deemed to be

modified to the extent (if at all) that any of the provisions set out in Schedule 1 (Selling

Restrictions) relating to any specific jurisdiction shall, as a result of change(s) in, or

change(s) in official interpretation of, applicable laws and regulations after the date

hereof, no longer be applicable.

7.3 Pricing Supplement

Agrees that if, in the case of any Tranche of Notes, any of the provisions set out in

Schedule 1 (Selling Restrictions) are modified and/or supplemented by provisions of

the relevant Pricing Supplement, then, in respect of the Issuer, the Relevant Dealers and

those Notes only, Schedule 1 (Selling Restrictions) shall further be deemed to be

modified and/or supplemented to the extent described in the relevant Pricing

Supplement.

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7.4 General

Agrees that the provisions of Clauses 7.2 (Subsequent changes) and 7.3 (Pricing

Supplement) shall be without prejudice to the obligations of the Dealers contained in

the paragraph headed "General" in Schedule 1 (Selling Restrictions).

8. CALCULATION AGENT

8.1 Fiscal Agent as Calculation Agent

The Fiscal Agent has, in the Agency Agreement, agreed to act as Calculation Agent in

respect of each Series of Notes unless the Dealer (or one of the Dealers) through whom

such Notes are issued has agreed with the Issuer to act as Calculation Agent (or the

Issuer otherwise agrees to appoint another institution to act as Calculation Agent) in

respect of such Notes.

8.2 Mandated Dealer as Calculation Agent

In relation to any Series of Notes in respect of which the Issuer and the Mandated Dealer

have agreed that the Mandated Dealer shall act as Calculation Agent and the Mandated

Dealer is named as the Calculation Agent in the relevant Pricing Supplement:

8.2.1 Appointment: the Issuer appoints the Mandated Dealer as Calculation Agent in

respect of such Series of Notes on the terms of the Agency Agreement (and with

the benefit of the provisions thereof) and the Terms and Conditions; and

8.2.2 Acceptance: the Mandated Dealer accepts such appointment and shall perform

all matters expressed to be performed by it in, and otherwise comply with, the

Terms and Conditions and the provisions of the Agency Agreement.

9. AUTHORITY TO DISTRIBUTE DOCUMENTS

Subject as provided in Clause 7 (Selling Restrictions), the Issuer hereby authorises each

of the Dealers on its behalf to provide or make available to actual and potential

purchasers of Notes:

9.1 Documents

Copies of the Offering Circular, any Investor Presentations and any other documents

entered into in relation to the Programme.

9.2 Representations

Information and representations consistent with the Offering Circular, any Investor

Presentations and any other documents entered into in relation to the Programme.

9.3 Other information

Such other documents and additional information as the Issuer shall supply to the

Dealers or approve for the Dealers to use or such other information as is in the public

domain.

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10. STATUS OF THE ARRANGER AND THE DEALERS

10.1 Each of the Dealers agrees that the Arranger has only acted in an administrative

capacity to facilitate the establishment and/or maintenance of the Programme and has

no responsibility to it for (a) the adequacy, accuracy, completeness or reasonableness

of any representation, warranty, undertaking, agreement, statement or information in

the Offering Circular, any Pricing Supplement, this Agreement or any information

provided in connection with the Programme or (b) the nature and suitability to it of all

legal, tax and accounting matters and all documentation in connection with the

Programme or any Tranche.

10.2 Each of the Dealers agrees that a determination will be made in relation to each issue

about whether, for the purpose of the MiFID Product Governance rules under EU

Delegated Directive 2017/593 (the "MiFID Product Governance Rules") any Dealer

subscribing for any Notes is a manufacturer in respect of such Notes, but that,

otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will

be a manufacturer for the purpose of the MIFID Product Governance Rules.

11. FEES AND EXPENSES

11.1 Issuer's costs and expenses

Unless otherwise agreed, the Issuer is responsible for payment of the proper costs,

charges and expenses (and any applicable value added tax):

11.1.1 Professional advisers: of the legal, accountancy, tax and other professional

advisers instructed by the Issuer in connection with the establishment and

maintenance of the Programme, the preparation of the Offering Circular or the

issue and sale of any Notes or the compliance by the Issuer with its obligations

hereunder or under any Relevant Agreement (including, without limitation, the

provision of legal opinions and comfort letters as and when required by the

terms of this Agreement or any Relevant Agreement);

11.1.2 Arranger's advisers: of any legal and other professional advisers instructed by

the Arranger in connection with the establishment and maintenance of the

Programme, as agreed with the Issuer;

11.1.3 Legal Documentation: incurred in connection with the preparation and delivery

of this Agreement, the Agency Agreement, the Deed of Covenant and any

Relevant Agreement and any other documents connected with the Programme

or any Notes, as agreed with the Issuer;

11.1.4 Printing: of and incidental to the setting, proofing, printing and delivery of the

Offering Circular, any Pricing Supplement and any Global Note Certificates or

Individual Note Certificates including inspection and authentication, as agreed

with the Issuer;

11.1.5 Agents: of the other parties to the Agency Agreement;

11.1.6 Listing and trading: incurred at any time in connection with the application for

any Notes to be admitted to listing, trading and/or quotation by any competent

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authorities, stock exchanges and/or quotation systems and the maintenance of

any such admission(s);

11.1.7 Advertising: if so agreed between the Issuer and the Mandated Dealer, of any

advertising agreed upon between the Issuer and the Arranger or the Mandated

Dealer; and

11.1.8 Ratings: the cost of obtaining any credit rating for the Notes.

11.2 Taxes

All payments in respect of the obligations of the Issuer under this Agreement and each

Relevant Agreement shall be made free and clear of, and without withholding or

deduction for or on account of, any taxes, duties, assessments or governmental charges

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

the Republic of Estonia, or any political subdivision or any authority thereof or therein

having power to tax, unless such withholding or deduction is required by law. In that

event, the Issuer shall pay such additional amounts as will result in the receipt by the

relevant Dealer of such amounts as would have been received by them if no such

withholding or deduction had been required.

11.3 Stamp Duties

The Issuer shall pay all stamp, registration and other taxes and duties (including any

interest and penalties thereon or in connection therewith) which may be payable upon

or in connection with the establishment of the Programme, the issue, sale or delivery of

Notes and the entry into, execution and delivery of this Agreement, the Agency

Agreement, the Deed of Covenant, each Relevant Agreement and each Pricing

Supplement and shall indemnify each Dealer against any Loss which it may incur or

which may be made against it as a result of, or arising out of or in relation to, any such

failure by the Issuer to pay, or any delay in paying any of the foregoing.

12. NOTICES

12.1 Addressee for notices

All notices and communications hereunder or under any Relevant Agreement shall be

made in writing and in English (by letter or email) and shall be sent to the addressee at

the address or email address specified against its name in Schedule 4 (Notice and

Contact Details) (or, in the case of a Dealer not originally party hereto, specified by

notice to the Issuer and the other Dealers at or about the time of its appointment as a

Dealer) and for the attention of the person or department therein specified (or as

aforesaid) or, in any case, to such other address or email address and for the attention

of such other person or department as the addressee has by prior notice to the sender

specified for the purpose.

12.2 Effectiveness

All notices and communications sent in accordance with Clause 12.1 (Addressee for

notices) shall take effect, in the case of a letter, at the time of delivery, in the case of an

electronic communication, when the relevant receipt of such communication being read

is given, or where no read receipt is requested by the sender, at the time of sending,

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provided, that no delivery failure notification is received by the sender within 24 hours

of sending such communication; provided that any communication which is received

(or deemed to take effect in accordance with the foregoing) after 4.00 p.m. (local time)

or on a non-business day in the place of receipt shall be deemed to take effect at the

opening of business on the next following business day in such place. Any

communication delivered to any party under this Agreement which is to be sent by

electronic communication will be written legal evidence.

13. CHANGES IN DEALERS

13.1 Termination and appointment

The Issuer may:

13.1.1 Termination: by thirty days' notice in writing to any Dealer, terminate this

Agreement in relation to such Dealer (but without prejudice to any rights or

obligations accrued or incurred on or before the effective date of termination

and in particular the validity of any Relevant Agreement); and/or

13.1.2 New Dealer: nominate any institution as a new Dealer hereunder in respect of

the Programme, in which event, upon the confirmation by such institution of a

letter in the terms or substantially in the terms set out in Schedule 5 (Form of

Dealer Accession Letter) or on any other terms acceptable to the Issuer and such

institution, such institution shall become a party hereto with all the authority,

rights, powers, duties and obligations of a Dealer as if originally named as a

Dealer hereunder; and/or

13.1.3 Dealer for a day: nominate any institution as a new Dealer hereunder only in

relation to a particular Tranche, in which event, upon the confirmation by such

institution of a letter in the terms or substantially in the terms set out in Schedule

5 (Form of Dealer Accession Letter) or pursuant to an agreement in or

substantially in the form of Schedule 3 (Pro Forma Subscription Agreement) or

on any other terms acceptable to the Issuer and such institution, such institution

shall become a party hereto with all the authority, rights, powers, duties and

obligations of a Dealer as if originally named as a Dealer hereunder provided

that:

(a) such authority, rights, powers, duties and obligations shall extend to the

relevant Tranche only; and

(b) following the issue of the Notes of the relevant Tranche, the relevant

new Dealer shall have no further authority, rights, powers, duties or

obligations except such as may have accrued or been incurred prior to,

or in connection with, the issue of the relevant Tranche.

14. RESIGNATION

14.1 Resignation of the Dealer(s)

Any Dealer may, by thirty days' written notice to the Issuer, resign as a Dealer under

this Agreement (but without prejudice to any rights or obligations accrued or incurred

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on or before the effective date of resignation and in particular the validity of any

Relevant Agreement).

14.2 Notification

The Issuer will notify existing Dealers appointed generally in respect of the Programme

and the Fiscal Agent of any change in the identity of other Dealers appointed generally

in respect of the Programme as soon as reasonably practicable thereafter.

15. ASSIGNMENT

15.1 Successors and assigns

This Agreement shall be binding upon and shall inure for the benefit of the Issuer and

the Dealers and their respective successors and permitted assigns.

15.2 Issuer

The Issuer may not assign its rights or transfer its obligations under this Agreement or

any Relevant Agreement, in whole or in part, without the prior written consent of each

of the Dealers or, as the case may be, the Relevant Dealer(s) and any purported

assignment or transfer without such consent shall be void.

15.3 Dealers

No Dealer may assign any of its rights or delegate or transfer any of its obligations

under this Agreement or any Relevant Agreement, in whole or in part, without the prior

written consent of the Issuer and any purported assignment or transfer without such

consent shall be void, except for an assignment and transfer of all of a Dealer's rights

and obligations hereunder in whatever form such Dealer determines may be appropriate

to a partnership, corporation, trust or other organisation in whatever form that may

succeed to, or to which the Dealer transfers, all or substantially all of such Dealer's

assets and business and that assumes such obligations by contract, operation of law or

otherwise. Upon any such transfer and assumption of obligations, such Dealer shall be

relieved of, and fully discharged from, all obligations hereunder and any Relevant

Agreement, whether such obligations arose before or after such transfer and assumption.

16. CURRENCY INDEMNITY

16.1 Non-contractual currency

Any amount received or recovered by a Dealer from the Issuer in a currency other than

that in which the relevant payment is expressed to be due (the "Contractual Currency")

as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction

or otherwise in respect of any sum due to it from the Issuer in connection with this

Agreement, shall only constitute a discharge to the Dealer to the extent of the amount

in the Contractual Currency which such Dealer is able to purchase with the amount so

received or recovered in that other currency on the date of that receipt or recovery (or,

if it is not practicable to make that purchase on that date, on the first date on which it is

practicable to do so).

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16.2 Indemnities

If any amount referred to in Clause 16.1 (Non-contractual currency) received or

recovered by a Dealer is less than the amount in the Contractual Currency expressed to

be due to such Dealer under this Agreement, the Issuer shall indemnify such Dealer

against any loss sustained by such Dealer as a result. In any event, the Issuer shall

indemnify such Dealer against any cost of making such purchase which is reasonably

incurred.

16.3 Separate obligations

The indemnities referred to in Clause 16.2 (Indemnities) constitute a separate and

independent obligation from the Issuer's other obligations, shall give rise to a separate

and independent cause of action, shall apply irrespective of any indulgence granted by

any Dealer and shall continue in full force and effect despite any judgment, order, claim

or proof for a liquidated amount in respect of any sum due in connection with this

Agreement or any judgment or order. Any such loss aforesaid shall be deemed to

constitute a loss suffered by the relevant Dealer and no proof or evidence of any actual

loss will be required by the Issuer.

17. CONTRACTUAL RECOGNITION OF BAIL-IN

Notwithstanding and to the exclusion of any other term of this Agreement and/or any

Relevant Agreement or any other agreements, arrangements, or understanding between

each BRRD Party and each BRRD Counterparty, each BRRD Counterparty

acknowledges and accepts that a BRRD Liability arising under this Agreement and/or

any Relevant Agreement may be subject to the exercise of Bail-in Powers by the

Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution

Authority in relation to any BRRD Liability of each BRRD Party to each BRRD

Counterparty under this Agreement and/or any Relevant Agreement, that

(without limitation) may include and result in any of the following, or some

combination thereof:

(i) the reduction of all, or a portion, of such BRRD Liability or outstanding

amounts due thereon;

(ii) the conversion of all, or a portion, of such BRRD Liability into shares,

other securities or other obligations of the relevant BRRD Party or

another person, and the issue to or conferral on the BRRD Counterparty

of such shares, securities or obligations;

(iii) the cancellation of such BRRD Liability;

(iv) the amendment or alteration of any interest, if applicable, thereon, the

maturity or the dates on which any payments are due, including by

suspending payment for a temporary period;

(b) the variation of the terms of this Agreement and/or any Relevant Agreement, as

deemed necessary by the Relevant Resolution Authority, to give effect to the

exercise of Bail-in Powers by the Relevant Resolution Authority.

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"Bail-in Legislation" means in relation to a member state of the European Economic

Area which has implemented, or which at any time implements, the BRRD, the relevant

implementing law, regulation, rule or requirement as described in the EU Bail-in

Legislation Schedule from time to time.

"Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU

Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

"BRRD" means Directive 2014/59/EU establishing a framework for the recovery and

resolution of credit institutions and investment firms.

"BRRD Counterparty " means each party to this Agreement and/or any Relevant

Agreement, as the case may be, other than the relevant BRRD Party, that is a

counterparty to any BRRD Party.

"BRRD Liability" means a liability in respect of which the relevant Write Down and

Conversion Powers in the applicable Bail-in Legislation may be exercised.

"BRRD Party" means any party to this Agreement and/or any Relevant Agreement

subject to the Bail-in Legislation.

"EU Bail-in Legislation Schedule" means the document described as such, then in

effect, and published by the Loan Market Association (or any successor person) from

time to time at the LMA website under EU Bail-in Legislation Schedule.

"Relevant Resolution Authority" means the resolution authority with the ability to

exercise any Bail-in Powers in relation to the relevant BRRD Party.

18. RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES

In the event that any Dealer that is a Covered Entity becomes subject to a proceeding

under a U.S. Special Resolution Regime, the transfer from such Dealer of this

Agreement or any Relevant Agreement, and any interest and obligation in or under this

Agreement or any Relevant Agreement, will be effective to the same extent as the

transfer would be effective under the U.S. Special Resolution Regime if this Agreement

or any Relevant Agreement, and any such interest and obligation, were governed by the

laws of the United States or a state of the United States.

In the event that any Dealer that is a Covered Entity or a Covered Affiliate of such

Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement or any Relevant Agreement that may be exercised

against such Dealer are permitted to be exercised to no greater extent than such Default

Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

or any Relevant Agreement were governed by the laws of the United States or a state

of the United States.

"Covered Affiliate" has the meaning assigned to the term "affiliate" in, and shall be

interpreted in accordance with, 12 U.S.C. § 1841(k).

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"Covered Entity" means any of the following:

(a) a "covered entity" as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 252.82(b);

(b) a "covered bank" as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 47.3(b); or

(c) a "covered FSI" as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 382.2(b).

"Default Right" has the meaning assigned to that term in, and shall be interpreted in

accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"U.S. Special Resolution Regime" means each of (i) the U.S. Federal Deposit

Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S.

Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations

promulgated thereunder.

19. GOVERNING LAW AND ARBITRATION

19.1 Governing law

This Agreement (including a dispute relating to its existence, validity or termination)

and any non-contractual obligation or other matter arising out of or in connection with

this Agreement shall be governed by, and construed in accordance with, English law.

The governing law of this Clause 19 (Governing Law and Arbitration) shall also be the

substantive law of England.

19.2 Arbitration

Any dispute, claim difference or controversy arising out of or in connection with this

Agreement (including any dispute relating to its existence, validity or termination, or

any non-contractual obligation or other matter arising out of or in connection with it)

(a "Dispute") shall be referred to and finally resolved by arbitration under the

Arbitration Rules of the London Court of International Arbitration ("LCIA") (the

"Rules"), which Rules (as amended from time to time) are incorporated by reference

into this Clause 19.2 (Arbitration). For these purposes:

19.2.1 any Request for Arbitration (as defined in the Rules) may be served by delivery

to the process agent in accordance with Clause 19.4 (Service of Process);

19.2.2 the seat, or legal place of arbitration, shall be London, England where all

hearings and meetings shall be held, unless the parties agree otherwise;

19.2.3 there shall be three arbitrators, each of whom shall be disinterested in the

arbitration, shall have no connection with any party thereto and shall be an

attorney experienced in international securities transactions. The claimant(s)

and the respondent(s) shall nominate an arbitrator respectively. If one party fails

to nominate an arbitrator within 30 days of receiving notice of the appointment

of an arbitrator by the other party, then that arbitrator shall be appointed by the

LCIA. The third arbitrator, who shall be the chairman of the tribunal, shall be

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nominated by the two party-nominated arbitrators. If they are not chosen and

appointed within fifteen (15) days of the last of their appointments, they shall

be appointed by the LCIA;

19.2.4 the language of the arbitration shall be English;

19.2.5 any award of the tribunal shall be binding from the day it is made, and the parties

to this Agreement hereby waive any right to refer any question of law and any

right of appeal on the law and/or merits to any court;

19.2.6 it is agreed that the arbitrators shall have no authority to award exemplary or

punitive damages of any type under any circumstances whether or not such

damages may be available under the relevant applicable law, the parties hereby

waive their right, if any, to recover such damages;

19.2.7 this arbitration Clause 19.2 including its validity and scope, shall be governed

by English law;

19.2.8 nothing in this Clause 19.2 shall be construed as preventing any party to this

Agreement from seeking conservatory or similar interim relief in any court of

competent jurisdiction; and

19.2.9 the parties agree that the arbitration and any facts, documents, awards or other

information related to the arbitration or the dispute, controversy or claim to

which it relates shall be kept strictly confidential and shall not be disclosed to

any third party without the express written consent of the other party, unless

such disclosure is required to comply with any legal or regulatory requirement.

19.3 Service of Process

For the purposes of any court proceedings commenced in support of, or in relation to,

arbitral proceedings brought under this Clause 19 (Governing Law and Arbitration),

the Issuer agrees that service of process may be effected on it by delivering or posting

that process to the Embassy of the Republic of Estonia in London at 44 Queen's Gate

Terrace, South Kensington, London SW7 5PJ and agrees that, if for any reason service

of process by such means is not possible, it will appoint a third party agent for service

of process in England. Nothing in this paragraph shall affect the right of any party to

serve process in any other manner permitted by law.

19.4 Waiver of immunity and consent to enforcement

19.4.1 To the extent that the Issuer may in any jurisdiction claim for itself or its

revenues, assets or properties ("Sovereign Assets") immunities from suit,

execution, attachment (whether in aid of execution, before award or otherwise),

in all cases related to this Agreement, any Relevant Agreement, or any Notes,

and to the extent that in any such jurisdiction there may be attributed to itself or

its Sovereign Assets such immunity (whether or not claimed), the Issuer hereby

irrevocably agrees for the benefit of the Dealers not to claim and confirms that

any such immunity is or has been irrevocably waived to the fullest extent

permitted by the laws of such jurisdiction. For the avoidance of doubt, the Issuer

submits to the jurisdiction of any arbitral body constituted in accordance with

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Clause 19.2 (Arbitration), the courts at the legal seat of arbitration in the matters

related to the arbitral proceedings and court proceedings in any jurisdiction

relating to the enforcement of an arbitral award.

19.4.2 To the extent that the Issuer or any of its Sovereign Assets may entitled in any

jurisdiction to any immunity from set-off or any similar right or remedy and to

the extent that there shall be attributed, in any jurisdiction, such an immunity,

the Issuer hereby irrevocably agrees not to claim and confirms that any such

immunity is or has been irrevocably waived to the fullest extent permitted by

the laws of such jurisdiction with respect to any claim, suit action, proceeding,

right or remedy arising out of or in connection with this Agreement, any

Relevant Agreement or any Notes.

19.4.3 The Issuer further irrevocably consents to the giving or any relief or the issue

of any process, including, without limitation, the making, enforcement, or

execution against any Sovereign Assets whatsoever of any order, award or

judgement, made or given in connection with any Dispute.

19.4.4 The waiver of immunity by the Issuer herein shall not constitute a waiver of

immunity in relation to: (i) present or future "premises of the mission" as

defined in the Vienna Convention on Diplomatic Relations signed in 1961; (ii)

"consular premises" as defined in the Vienna Convention on Consular Relations

signed in 1963; (iii) any other property or assets used solely or mainly for

official non-commercial state purposes in the Republic of Estonia or elsewhere;

(iv) military property or military assets of the Republic of Estonia related

thereto; or (v) any non-transferable national assets and national assets with

priority importance as defined in or in accordance with applicable Estonian

laws. It is acknowledged that there is no specific law in Estonia governing the

waiving of immunity by the Issuer. Further, in accordance with the Code of

Enforcement Procedure, assets or things in restricted commerce which the

Republic of Estonia or local government need for the performance of public

duties or the enforcement of which would be contrary to public interest, shall

not be subject to enforcement.

19.5 Consolidation of disputes

19.5.1 In this sub-clause:

"Consolidation Order" means an order by a Tribunal that a Primary Dispute

and a Linked Dispute be consolidated and heard as one dispute in the same

arbitral proceedings.

"Linked Agreement" means the Notes, the Global Note Certificate, the Deed

of Covenant, the Agency Agreement, the Subscription Agreement and any other

agreement entered into in connection with the issue of the Notes.

"Linked Dispute" means any Dispute and/or any dispute, claim, difference or

controversy arising out of or in connection with any Linked Agreement

(including any dispute relating to its existence, validity or termination or any

non-contractual obligation or other matter arising out of or in connection with

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it), in which a Request for Arbitration is served after a Request for Arbitration

has been served in respect of a Primary Dispute.

"Primary Dispute" means any Dispute and/or any dispute, claim, difference or

controversy arising out of or in connection with any Linked Agreement

(including any dispute relating to its existence, validity or termination or any

non-contractual obligation or other matter arising out of or in connection with

it) in which a Request for Arbitration has been served before a Request for

Arbitration is served in relation to a Linked Dispute.

"Tribunal" means any arbitral tribunal appointed under this Agreement or any

Linked Agreement.

19.5.2 If any Linked Dispute raises issues of fact and/or law which are substantially

the same as or similar to issues raised in any Primary Dispute then,

notwithstanding that a Tribunal may already have been agreed or appointed in

respect of the Linked Dispute, any party (the "Notifying Party") to both the

Primary Dispute and the Linked Dispute (the "Notified Disputes") may apply,

by service of a written notice (a "Consolidation Notice") in accordance with this

Clause, to the Tribunal appointed in relation to the Primary Dispute for a

Consolidation Order.

19.5.3 The Notifying Party must serve the Consolidation Notice on all parties to the

Notified Disputes, and on any arbitrators already appointed or agreed in

connection with any Notified Dispute.

19.5.4 The Tribunal appointed in relation to the Primary Dispute may make a

Consolidation Order on hearing an application brought under sub-clause 19.5.2

above if it considers it just, equitable and procedurally efficient to do so and that

no party to either the Primary Dispute or the Linked Dispute would be materially

prejudiced as a result of such consolidation. In determining whether to make a

Consolidation Order, the Tribunal must take account of:

(a) the likelihood and consequences of inconsistent decisions if

consolidation is not ordered;

(b) any fault on the part of the party seeking consolidation to make a timely

application; and

(c) the likely consequences of consolidation in terms of cost and time.

19.5.5 If the Tribunal appointed in respect of the Primary Dispute makes a

Consolidation Order:

(a) it will immediately, to the exclusion of the other Tribunal appointed in

a Linked Dispute, have jurisdiction to resolve finally the Notified

Disputes;

(b) it must order that notice of the Consolidation Order and its effect be

given immediately to any arbitrators already appointed in relation to the

Linked Dispute and to all parties to the Notified Disputes;

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(c) any appointment of an arbitrator in relation to the Linked Dispute before

the date of the Consolidation Order will terminate immediately and that

arbitrator will be deemed to be functus officio. The termination is

without prejudice to:

(i) the validity of any act done or order made by that arbitrator or

by the court in support of that arbitration before his appointment

is terminated;

(ii) his entitlement to be paid his proper fees and disbursements; and

(iii) the date when any claim or defence was raised for the purpose of

applying any limitation bar or any similar rule or provision;

(d) it may also give any other directions it considers appropriate to:

(i) give effect to the Consolidation Order and make provisions for

any costs which may result from it (including costs in any

arbitration terminated as a result of the Consolidation Order);

and

(ii) ensure the proper organisation of the arbitration proceedings and

the proper formulation and resolution of the issues between the

parties

(e) If a Tribunal appointed in respect of the Primary Dispute arising under

a Linked Agreement makes a Consolidation Order which confers on that

Tribunal jurisdiction to resolve a Linked Dispute arising under this

Agreement, that Consolidation Order and the award of that Tribunal will

bind the parties to the Linked Dispute arising under this Agreement.

(f) For the avoidance of doubt, where a Tribunal is appointed under this

Agreement or any Linked Agreement, the whole of its award (including

any part relating to a Linked Dispute) is deemed for the purposes of the

New York Convention on the Recognition and Enforcement of Arbitral

Awards 1958 to be contemplated by this Agreement and that Linked

Agreement

(g) Each of the Issuer and the Dealers hereby waives any right to object to

the validity and/or enforceability of any arbitral award made by a

Tribunal following the grant of a Consolidation Order on the basis that

such award was made in arbitral proceedings which were consolidated

under this Clause 19.5 or in accordance with an equivalent provision

under another Linked Agreement.

19.5.6 Should the Tribunal appointed in relation to the Primary Dispute decline

appointment in respect of the Linked Dispute, any rights to submit a Linked

Dispute arising under this Agreement to separate arbitration proceedings under

Clause 19.2 (Arbitration) shall be unaffected.

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20. PARTIAL INVALIDITY

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in

any respect under the laws of any jurisdiction, neither the legality, validity or

enforceability of the remaining provisions hereof nor the legality, validity or

enforceability of such provision under the laws of any other jurisdiction shall in any

way be affected or impaired thereby.

21. RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement has no right under the Contracts (Rights

of Third Parties) Act 1999 to enforce any term of this Agreement.

22. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties

hereto in separate counterparts, each of which when so executed shall be deemed to be

an original and all of which when so executed shall constitute one and the same binding

agreement between the parties.

AS WITNESS the hands of the duly authorised representatives of the parties to this Agreement

the day and year first before written.

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SCHEDULE 1

SELLING RESTRICTIONS

1. GENERAL

Each Dealer represents, warrants and undertakes to the Issuer that, to the best of its

knowledge and belief, it has complied and will comply in all material respects with all

applicable laws and regulations in each country or jurisdiction in which it purchases,

offers, sells or delivers Notes or has in its possession or distributes the Offering Circular

or any Pricing Supplement or any related offering material, in all cases at its own

expense.

2. UNITED STATES

2.1 No registration under Securities Act

The Notes have not been and will not be registered under the Securities Act or with any

securities regulatory authority of any state or other jurisdiction of the United States and

may not be offered or sold within the United States except pursuant to an exemption

from, or in a transaction not subject to, the registration requirements of the Securities

Act.

2.2 Compliance by the Issuer with United States securities laws

The Issuer represents, warrants and undertakes to the Dealers that neither it, nor any of

its Affiliates, nor any person acting on behalf of any of the foregoing (excluding the

Dealers and their Affiliates and any person acting on their behalf, as to which no

representation or warranty is made) has offered or sold, or will offer or sell, any Notes

in any circumstances which would require the registration of any of the Notes under the

Securities Act or the qualification of the Deed of Covenant as an indenture under the

United States Trust Indenture Act of 1939 and, in particular, that:

2.2.1 No directed selling efforts: neither the Issuer nor any of its Affiliates nor any

person acting on their behalf (excluding the Dealers and their Affiliates and any

person acting on their behalf, as to which no representation or warranty is made)

has engaged or will engage in any directed selling efforts (as defined in

Regulation S) with respect to the Notes; and

2.2.2 Foreign government: (i) the Issuer is a foreign government as defined in Rule

405 under the Securities Act and is eligible to register securities under Schedule

B of the Securities Act, and (ii) the Notes will be backed by the full faith and

credit of a foreign government within the meaning of Rule 903(b)(1)(iii) of

Regulation S.

2.3 Dealers' compliance with United States securities laws:

In relation to each Tranche of Notes, each Dealer represents, warrants and undertakes

to the Issuer that:

2.3.1 Offers/sales only in accordance with Regulation S: it has not offered or sold,

and will not offer or sell, any Notes constituting part of its allotment within the

United States except in accordance with Rule 903 of Regulation S;

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2.3.2 No directed selling efforts: neither it, nor any of its Affiliates (nor any person

acting on behalf of such Dealer or any of its Affiliates) has engaged or will

engage in any directed selling efforts (as defined in Regulation S) with respect

to the Notes; and

2.3.3 No contractual arrangements without consent: neither it, nor any of its

Affiliates (nor any person acting on behalf of such Dealer or any of its

Affiliates), has entered and will not enter into any contractual arrangement with

respect to the distribution or delivery of the Notes, except with its Affiliates or

with the prior written consent of the Issuer.

2.4 Interpretation

Terms used in sub-clauses 2.2 (Compliance by Issuer with United States securities laws)

and 2.3 (Dealers' compliance with United States securities laws) have the meanings

given to them by Regulation S.

3. UNITED KINGDOM

In relation to each Tranche of Notes, each Relevant Dealer represents, warrants and

undertakes to the Issuer and each other Relevant Dealer (if any) that:

3.1 No deposit-taking:

In relation to any Notes having a maturity of less than one year:

3.1.1 it is a person whose ordinary activities involve it in acquiring, holding,

managing or disposing of investments (as principal or agent) for the purposes

of its business and:

3.1.2 it has not offered or sold and will not offer or sell any Notes other than to

persons:

(a) whose ordinary activities involve them in acquiring, holding, managing

or disposing of investments (as principal or agent) for the purposes of

their businesses; or

(b) who it is reasonable to expect will acquire, hold, manage or dispose of

investments (as principal or agent) for the purposes of their businesses,

where the issue of the Notes would otherwise constitute a contravention of

Section 19 of the FSMA by the Issuer.

3.2 Financial promotion

It has only communicated or caused to be communicated and will only communicate

or cause to be communicated any invitation or inducement to engage in investment

activity (within the meaning of section 21 of the FSMA) received by it in connection

with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA

does not apply to the Issuer.

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3.3 General Compliance

Each Dealer represents, warrants and undertakes to the Issuer that it has complied and

will comply with all applicable provisions of the FSMA with respect to anything done

by it in relation to any Notes in, from or otherwise involving the United Kingdom.

4. THE REPUBLIC OF ESTONIA

Each Dealer acknowledges (in the case of Clause 4.1 below) and represents, warrants

and undertakes (in the case of Clause 4.2 below) to the Issuer that:

4.1 No submission of Offering Circular to the Financial Supervision and Resolution

Authority of the Republic of Estonia.

The Offering Circular has not been and will not be submitted to Financial Supervision

and Resolution Authority of the Republic of Estonia.

4.2 Dealers' compliance with Estonian securities laws.

Each Dealer has not offered or sold any Notes, directly or indirectly, in Estonia or to or

for the benefit of any resident of Estonia (which term as used in this paragraph means

any person resident in Estonia, including any corporation or other entity incorporated

under the laws of Estonia), or to others for re-offering or resale, directly or indirectly,

in Estonia or to a resident of Estonia except in compliance with the Estonian Securities

Market Act and any other applicable laws or regulations of Estonia, including the

prospectus regulation.

4.3 Singapore

Each Dealer acknowledges that the Offering Circular has not been registered as a

prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer

represents, warrants and agrees that it has not offered or sold any Notes or caused the

Notes to be made the subject of an invitation for subscription or purchase and will not

offer or sell any Notes or cause the Notes to be made the subject of an invitation for

subscription or purchase, and has not circulated or distributed, nor will it circulate or

distribute, the Offering Circular or any other document or material in connection with

the offer or sale, or invitation for subscription or purchase, of the Notes, whether

directly or indirectly, to any person in Singapore other than (a) to an institutional

investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore,

as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the

SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to

Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and

in accordance with the conditions specified in Section 275 of the SFA, or (c) otherwise

pursuant to, and in accordance with the conditions of, any other applicable provision of

the SFA.

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SCHEDULE 2

INITIAL CONDITIONS PRECEDENT

1. Authorisations

Certified true copies (and English translations) of all relevant resolutions and other

authorisations required to be passed or given, and evidence of any other action required

to be taken, on behalf of the Issuer authorising the establishment of the Programme, the

issue of Notes thereunder, the execution and delivery of the Dealer Agreement, the

Agency Agreement, the Deed of Covenant and the Notes and the performance of the

Issuer's obligations thereunder and the appointment of the persons named in the lists

referred to in paragraph 3 below.

2. Incumbency certificates

In respect of the Issuer, a list of the names, titles and specimen signatures of the persons

authorised:

(a) to sign on its behalf the above mentioned documents;

(b) to enter into any Relevant Agreement with any Dealer(s);

(c) to sign on its behalf all notices and other documents to be delivered pursuant

thereto or in connection therewith; and

(d) to take any other action on its behalf in relation to the Programme.

3. Consents

A certified true copy of any necessary governmental, regulatory, tax, exchange control

or other approvals or consents.

4. Dealer Agreement

The Dealer Agreement, duly executed.

5. Agency Agreement

The Agency Agreement, duly executed or a conformed copy thereof.

6. Deed of Covenant

The Deed of Covenant, duly executed or a conformed copy thereof.

7. Offering Circular

The Offering Circular.

8. Confirmation of admission to listing and trading

Confirmation of the admission of the Programme to listing on the Official List and to

trading on the regulated market of Euronext Dublin subject only to the issue of Notes.

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9. Legal opinions

Legal opinions from: (i) Ellex Raidla Advokaadibüroo OÜ, legal advisers to the

Ministry of Finance as to Estonian law; (ii) Advokaadibüroo SORAINEN AS as to

Estonian law; and (iii) Clifford Chance LLP as to English law, each in a form acceptable

to the Dealers.

10. Master Global Notes

Confirmation that master Global Note Certificates duly executed by the Issuer have

been delivered to the Registrar.

11. Process agent

A certified copy of a letter from the Embassy of the Republic of Estonia in London at

44 Queen's Gate Terrance, South Kensington, London SW7 5PJ agreeing to act as

process agent for the Issuer in relation to the Dealer Agreement, the Agency Agreement,

the Deed of Covenant and the Notes.

12. Issuer Effectuation Authorisation

A duly executed or a conformed copy of the authorisation from the Issuer to each of

Euroclear and Clearstream, Luxembourg, to effectuate any Global Note Certificates

issued under the Programme and delivered by, or on behalf of the Issuer to Euroclear

and Clearstream, Luxembourg.

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SCHEDULE 3

PRO FORMA SUBSCRIPTION AGREEMENT

[Form of Subscription Agreement where an issue of Notes is syndicated among a group of

institutions]

CLIFFORD CHANCE LLP

THE REPUBLIC OF ESTONIA

EURO MEDIUM TERM NOTE PROGRAMME

SUBSCRIPTION AGREEMENT

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THIS AGREEMENT is made on [date]

BETWEEN:

(1) THE REPUBLIC OF ESTONIA ACTING THROUGH THE MINISTRY OF

FINANCE ("the Issuer");

(2) [ ] as lead manager (the "Lead Manager"); and

(3) [ ], [ ] and [ ] (together with the Lead Manager, the "Managers").

WHEREAS:

(A) The Issuer has established a Euro Medium Term Note Programme (the "Programme")

in connection with which it has entered into dealer agreement dated 19 October 2023

(the "Dealer Agreement").

(B) Pursuant to the Dealer Agreement, the Issuer is entitled to sell Notes (as defined in the

Dealer Agreement) issued under the Programme to institutions who become Dealers in

relation to a particular Tranche of Notes only. Each of the Managers is either a Dealer

in relation to the Programme or has agreed to become a Dealer in relation to the Notes

(as defined below) pursuant to the provisions of this Agreement.

(C) The Issuer proposes to issue [description of Notes] Notes due [maturity date] (the

"Notes") and the Managers wish to subscribe such Notes.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Relevant Agreement

This Agreement is a "Relevant Agreement" as that term is defined in the Dealer

Agreement and each of the Managers is a Dealer on the terms set out in the Dealer

Agreement, save as expressly modified herein. This Agreement is supplemental to, and

should be read and construed in conjunction with, the Dealer Agreement.

1.2 The Notes

The Notes are issued under the Programme and accordingly are Notes as defined in and

for the purposes of the Dealer Agreement, the Agency Agreement and the Deed of

Covenant.

1.3 Defined terms and construction

All terms and expressions which have defined meanings in the Dealer Agreement shall

have the same meanings in this Agreement except where the context requires otherwise

or unless otherwise stated. In the event of any conflict or inconsistency between the

provisions of this Agreement and the Dealer Agreement, the provisions of this

Agreement shall apply. The provisions of Clauses 1.2 (Clauses and Schedules) to 1.5

(Headings) of the Dealer Agreement shall apply to this Agreement mutatis mutandis.

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2. NEW DEALER(S)

2.1 Appointment

It is agreed that each of [ ], [ ] and [ ] (for the purposes of this Clause 2,

a "New Dealer") shall become a Dealer upon the terms of the Dealer Agreement with

all the authority, rights, powers, duties and obligations of a Dealer as if originally named

as a Dealer under the Dealer Agreement provided that:

2.1.1 Notes only: such authority, rights, powers, duties and obligations shall extend

to the Notes only; and

2.1.2 Termination: following the issue of the Notes, each New Dealer shall have no

further authority, rights, powers, duties or obligations except such as may have

accrued or been incurred prior to, or in connection with, the issue of the Notes.

2.2 Conditions precedent documents

Each New Dealer confirms that it has received sufficient copies of such of the

conditions precedent documents and confirmations listed in Schedule 2 (Initial

Conditions Precedent) to the Dealer Agreement as it has requested, that these have been

found satisfactory to it and that the delivery of any of the other documents or

confirmations listed in Schedule 2 (Initial Conditions Precedent) to the Dealer

Agreement is not required.

3. ISSUE OF THE NOTES

3.1 Pricing Supplement

The Issuer confirms that it has approved the pricing supplement (the "Pricing

Supplement") dated [date] in connection with the issue of the Notes and confirms that

the Pricing Supplement is an authorised document for the purposes of Clause 9

(Authority to Distribute Documents) of the Dealer Agreement.

3.2 Undertaking to issue

The Issuer undertakes to the Managers that, subject to and in accordance with the

provisions of this Agreement, the Notes will be issued on [date] (the "Issue Date"), in

accordance with this Agreement and the Agency Agreement.

3.3 Undertaking to subscribe

The Managers undertake to the Issuer that, subject to and in accordance with the

provisions of this Agreement, they will subscribe and pay for the Notes on the Issue

Date at [figure] per cent. of the aggregate principal amount of the Notes (the "Issue

Price") [plus (if the Issue Date is postponed in accordance with Clause 6.2 (Postponed

closing)) any accrued interest in respect thereof]. The obligations of the Managers

under this sub-clause 3.3 are joint and several.

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3.4 [Fixed price re-offering

Each Manager represents, warrants and agrees that, prior to being notified by the Lead

Manager that the Notes are free to trade, it has not offered or sold and will not offer or

sell (and has procured and will procure that none of its subsidiaries or affiliates offers

or sells) any Notes at a price less than the offered price set by the Lead Manager.]

3.5 [Agreement among Managers]

3.5.1 [The execution of this Agreement on behalf of all parties hereto will constitute

acceptance by each Manager of the ICMA Agreement Among Managers

Version 1 subject to any amendment notified to such Manager in writing at any

time prior to the earlier of the receipt by the Lead Manager of the document

appointing such Manager's authorised signatory and its execution of this

Agreement. References in the Agreement Among Managers to the "Lead

Manager" shall mean [ ], references to the "Settlement Lead" Manager shall

mean [ ], references to the "Stabilisation Coordinator" shall mean [ ] and

references to the Stabilisation Manager shall mean [ ]]

3.5.2 As among the Managers only, and without prejudice to their obligations under

Clause 3.3 (undertaking to subscribe), the Managers agree to subscribe to the

Notes in the amounts set out in Schedule 1 (Underwriting Commitments).

OPTION (for inclusion where there are MiFID II entities as "manufacturers" under

MiFID II and/or FCA authorised entities as "manufacturers" under UK MiFIR)

3.6 [MiFID II [and] UK MiFIR product governance]

3.6.1 Solely for the purposes of the requirements of Article 9(8) of the MIFID Product

Governance rules under EU Delegated Directive 2017/593 (the "EU Product

Governance Rules") regarding the mutual responsibilities of manufacturers

under the EU Product Governance Rules:

(a) [each of] [include, by name, here anyone who is a MiFID manufacturer

for the purpose of this Note issue] ([each a]/[the] "EU Manufacturer"

[and together "the EU Manufacturers"]) [acknowledges to each other

EU Manufacturer that it] understands the responsibilities conferred upon

it under the EU Product Governance Rules relating to each of the

product approval process, the target market and the proposed

distribution channels as applying to the Notes and the related

information set out in the [Pricing Supplement/announcements] in

connection with the Notes; and

(b) [include, by name, here all other parties who are not MiFID

manufacturers for the purpose of this Note issuer] note the application

of the EU Product Governance Rules and acknowledge the target market

and distribution channels identified as applying to the Notes by the EU

Manufacturer[s] and the related information set out in the [Pricing

Supplement/announcements] in connection with the Notes.]

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3.6.2 [Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook

Product Intervention and Product Governance Sourcebook (the "UK MiFIR

Product Governance Rules") regarding the mutual responsibilities of

manufacturers under the UK MiFIR Product Governance Rules:

(a) [each of] [include, by name, here anyone who is a UK MiFIR

manufacturer for the purpose of this Note issue] ([each a]/[the] "UK

Manufacturer" [and together "the UK Manufacturers"])

[acknowledges to each other UK Manufacturer that it] understands the

responsibilities conferred upon it under the UK MiFIR Product

Governance Rules relating to each of the product approval process, the

target market and the proposed distribution channels as applying to the

Notes and the related information set out in the [Pricing

Supplement/announcements] in connection with the Notes; and

(b) [include, by name, here all other parties who are not UK MiFIR

manufacturers for the purpose of this Note issuer] note the application

of the UK MiFIR Product Governance Rules and acknowledge the target

market and distribution channels identified as applying to the Notes by

the UK Manufacturer[s] and the related information set out in the

[Pricing Supplement/announcements] in connection with the Notes.]

END OF OPTION

3.7 Stabilisation

3.7.1 The parties hereto confirm the appointment of [Stabilisation Manager] as the

central point responsible for public disclosure of stabilisation and handling any

requests in accordance with Article 6(5) of the EU Buy-Back and Stabilisation

Regulation.

4. ADDITIONAL REPRESENTATIONS AND WARRANTIES [AND

UNDERTAKINGS]

[insert any additional representations, warranties and undertakings]

5. FEES AND EXPENSES

5.1 Combined management and underwriting commission

The Issuer shall, on the Issue Date, pay to the Lead Manager for the account of the

Managers a combined management and underwriting commission of [figure] per cent.

of the aggregate principal amount of the Notes. Such commission shall be deducted

from the Issue Price.

OPTION 1 (SELLING COMMISSION)

5.2 Selling commission

The Issuer shall, on the Issue Date, pay to the Lead Manager for the account of the

Managers a selling commission of [figure] per cent. of the aggregate principal amount

of the Notes. Such commission shall be deducted from the Issue Price.

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OPTION 2 (SELLING CONCESSION)

5.3 Selling concession

The Issuer shall allow to the Managers a selling concession of [figure] per cent. of the

principal amount of each Note. Such concession shall be deducted from the Issue Price.

[END OF OPTIONS]

5.4 Management expenses

OPTION 1 (FIXED SUM IN LIEU OF REIMBURSEMENT OF EXPENSES)

The Issuer shall pay to the Lead Manager on demand [currency][amount] in lieu of

reimbursement of any legal fees and expenses and any travelling, communication,

courier, postage and other out-of-pocket expenses incurred by it in connection with the

management of the issue of the Notes. Such amount may be deducted from the Issue

Price.

OPTION 2 (REIMBURSEMENT OF EXPENSES IN FULL)

The Issuer shall reimburse the Lead Manager on demand for all legal fees and expenses

and any travelling, communication, courier, postage and other out-of-pocket expenses

incurred by it in connection with the management of the issue of the Notes. Any amount

due to the Lead Manager under this sub-clause 5.4 may be deducted from the Issue

Price.

OPTION 3 (REIMBURSEMENT OF EXPENSES SUBJECT TO CAP)

The Issuer shall reimburse the Lead Manager on demand for all legal fees and expenses

and any travelling, communication, courier, postage and other out-of-pocket expenses

incurred by it in connection with the management of the issue of the Notes; provided,

however, that the aggregate liability of the Issuer under this sub-clause shall not exceed

[currency][amount]. Any amount due to the Lead Manager under this sub-clause 5.4

may be deducted from the Issue Price.

END OF OPTIONS

6. CLOSING

6.1 Closing

Subject to Clause 6.3 (Conditions precedent), the closing of the issue shall take place

on the Issue Date, whereupon:

6.1.1 Global Note Certificate: the Issuer shall:

(a) Registration: cause the Notes to be registered in the name of a nominee

for a common safekeeper designated for the purpose by [Euroclear and

Clearstream, Luxembourg] for credit on the Issue Date to the accounts

of [Euroclear and Clearstream, Luxembourg] with such common

safekeeper; and

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(b) Delivery: deliver the Global Note Certificate, duly executed on behalf

of the Issuer and authenticated and effectuated, in accordance with the

Agency Agreement, to such common safekeeper; and

6.1.2 Payment of net issue proceeds: against such registration and delivery and upon

the Notes initially represented by the Global Note Certificate being credited to

the Commissionaire Account (as defined below) as provided in Clause [6.1.3]

below, the Managers shall procure the payment of the net proceeds of the issue

of the Notes (namely the Issue Price [plus accrued interest] less the fees and

expenses that are to be deducted pursuant to Clause 5 (Fees and Expenses)) (the

"Net Proceeds") into the Commissionaire Account and promptly thereafter to

the Issuer by credit transfer in [currency] for [immediate/same day] value to

such account as the Issuer has designated to the Lead Manager.

6.1.3 Settlement: The [Lead Manager] [or such other Manager as the [Issuer may

direct / Managers may agree] to settle the Notes] (the "Settlement Bank")

acknowledges that the Notes initially represented by the Global Note Certificate

will initially be credited to an account with [Euroclear or Clearstream,

Luxembourg] (the "Commissionaire Account") for the benefit of the

Settlement Bank the terms of which include a third-party beneficiary clause

("stipulation pour autrui") with the Issuer as the third-party beneficiary and

provide that such Notes are to be delivered to others only against payment of

the Net Proceeds into the Commissionaire Account on a delivery against

payment basis. The Settlement Bank acknowledges that (i) the Notes initially

represented by the Global Note Certificate shall be held to the order of the Issuer

as set out above and (ii) the Net Proceeds received in the Commissionaire

Account will be held on behalf of the Issuer until such time as they are

transferred to the Issuer's order. The Settlement Bank undertakes that the Net

Proceeds will be transferred to the Issuer's order promptly following receipt of

such monies in the Commissionaire Account.

6.1.4 The Issuer acknowledges and accepts the benefit of the third-party beneficiary

clause ("stipulation pour autrui") pursuant to the [Belgian/Luxembourg] Civil

Code in respect of the Commissionaire Account.

6.2 Postponed closing

The Issuer and the Lead Manager (on behalf of the Managers) may agree to postpone

the Issue Date to another date not later than [date - usually 14 days after the scheduled

date for closing], whereupon all references herein to the Issue Date shall be construed

as being to that later date.

6.3 Conditions precedent

The Managers shall only be under obligation to subscribe and pay for the Notes if the

conditions precedent set out in Clause 3.1 (Conditions precedent to first issue of Notes)

and Clause 3.2 (Conditions precedent to any issue of Notes) of the Dealer Agreement

have been satisfied including, without prejudice to the foregoing, the receipt by the

Lead Manager (on behalf of the Managers) on the [Issue Date]/[last day preceding the

Issue Date on which banks are open for general business and on which dealings in

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foreign currency may be carried on in London (the "Pre-closing Date")] of the

following:

6.3.1 Legal opinions: pursuant to Clause 3.2.10 (Legal opinions etc.) of the Dealer

Agreement, legal opinions dated the Issue Date and addressed to the Managers

from: (i) Ellex Raidla Advokaadibüroo OÜ, legal advisers to the Ministry of

Finance as to Estonian law; (ii) Advokaadibüroo SORAINEN AS as to Estonian

law; and (iii) Clifford Chance, London as to English law;

6.3.2 Closing certificate: pursuant to sub-clause 3.2.7 (Certificate) of the Dealer

Agreement, a closing certificate relating to the Issuer dated the Issue Date,

addressed to the Managers and signed by a duly authorised signatory on behalf

of the Issuer; [and]

6.3.3 Process agents' acceptance: evidence that the persons mentioned in Clause 19.3

(Service of Process) of the Dealer Agreement have agreed to receive process in

the manner specified therein in respect of the Notes;

6.3.4 Ratings: [Confirmation from the Issuer of the rating to be assigned to Notes

issued; [and]

6.3.5 [Others: pursuant to Clause 3.2.10 (Legal opinions etc.) of the Dealer

Agreement, such other conditions precedent as the Lead Manager may require.]

7. SURVIVAL

The provisions of this Agreement shall continue in full force and effect notwithstanding

the completion of the arrangements set out herein for the issue of the Notes and

regardless of any investigation by any party hereto.

8. TIME

Any date or period specified herein may be postponed or extended by mutual agreement

among the parties but, as regards any date or period originally fixed or so postponed or