| Dokumendiregister | Rahandusministeerium |
| Viit | 7-1.2/113-1 |
| Registreeritud | 30.10.2025 |
| Sünkroonitud | 31.10.2025 |
| Liik | Leping |
| Funktsioon | 7 RIIGI FINANTSVARADE JA -KOHUSTUSTE HALDAMINE |
| Sari | 7-1.2 Eesti Vabariigi poolt võetud finantskohustuste (laenude, võlakirjade ja garantiide) lepingud jm dokumendid (Arhiiviväärtuslik) |
| Toimik | 7-1.2/2025 |
| Juurdepääsupiirang | Avalik |
| Juurdepääsupiirang | |
| Adressaat | |
| Saabumis/saatmisviis | |
| Vastutaja | Janno Luurmees (Rahandusministeerium, Kantsleri vastutusvaldkond, Eelarvepoliitika valdkond, Riigikassa osakond) |
| Originaal | Ava uues aknas |
10326551752-v5 - 1 - 70-41101010
EU MIFID II product governance / Retail investors, professional investors and ECPs target market – Solely
for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional
clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and (ii) all
channels for distribution of the Notes are appropriate, including investment advice, portfolio management, non-
advised sales and pure execution services. Any person subsequently offering, selling or recommending the Notes
(a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
UK MIFIR product governance / Retail investors, professional investors and ECPs only target market –
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of
the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional
clients and retail clients, each as defined in the FCA Handbook Conduct of Business Sourcebook, and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturer's target market assessment; however, a distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution
channels.
Pricing Supplement dated 21 October 2025
The Republic of Estonia
Issue of EUR 500,000,000 3.250 per cent. Notes due 17 January 2034
to be consolidated and form a single series with the
EUR 1,000,000,000 3.250 per cent. Notes due 17 January 2034 issued on 17 January 2024
Legal entity identifier (LEI): 254900EIG0O7C6C9R437
under its
Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions")
set forth in the Offering Circular dated 20 October 2023 as supplemented by the supplement dated 17 October
2025 (together, the "Offering Circular"). This document must be read in conjunction with the Offering Circular
in order to obtain all the relevant information.
The Offering Circular has been published at https://www.fin.ee/en/government-long-term-debt
In accordance with the EU Prospectus Regulation, no prospectus is required in connection with the issuance of
the Notes described herein.
1. Issuer: The Republic of Estonia, Acting through the
Ministry of Finance
2. (i) Series Number: 1
(ii) Tranche Number: 2
(iii) Date on which the Notes become
fungible:
The Notes shall be consolidated, form a single
series and be interchangeable for trading
purposes with the EUR 1,000,000,000 3.250
10326551752-v5 - 2 - 70-41101010
per cent. Notes due 17 January 2034 issued on
17 January 2024 on the Issue Date.
3. Specified Currency or Currencies: Euro ("EUR")
4. Aggregate Principal Amount:
(i) Series: EUR 1,500,000,000
(ii) Tranche: EUR 500,000,000
5. Issue Price: 100.484 per cent. of the Aggregate Principal
Amount, plus accrued interest from (and
including) 17 January 2025 to (but excluding)
the Issue Date
6. (i) Specified Denominations: EUR 1,000
(ii) Calculation Amount: EUR 1,000
7. (i) Issue Date: 28 October 2025
(ii) Interest Commencement Date: 17 January 2025
8. Maturity Date: 17 January 2034
9. Interest Basis: 3.250 per cent. Fixed Rate
(see paragraph 14 below)
10. Redemption/Payment Basis: Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed
on the Maturity Date at 100 per cent. of their
principal amount.
11. Change of Interest or
Redemption/Payment Basis:
Not Applicable
12. Put/Call Options: Not Applicable
13. Status of the Notes: Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 3.250 per cent. per annum payable annually in
arrear on each Interest Payment Date
(ii) Interest Payment Date(s): 17 January in each year
(iii) Fixed Coupon Amount: 32.50 per Calculation Amount
(iv) Fixed Coupon Amount for a
short or long Interest Period
("Broken Amount(s)")
Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Other terms relating to the
method of calculating interest
for Fixed Rate Notes:
Not Applicable
10326551752-v5 - 3 - 70-41101010
15. Floating Rate Note Provisions Not Applicable
16. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Issuer Call Option Not Applicable
18. Put Option Not Applicable
19. Clean-up Call Option Not Applicable
20. Final Redemption Amount of each
Note
EUR 1,000 per Calculation Amount
21. Early Redemption Amount
Early Redemption Amount(s) per
Calculation Amount payable on event
of default or other early redemption:
EUR 1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes: Registered Notes:
Global Note Certificate exchangeable for
Individual Note Certificates in the limited
circumstances described in the Global Note
Certificate
23. New Safekeeping Structure: Yes
24. Additional Financial Centre(s) or
other special provisions relating to
payment dates:
Not Applicable
25. Collective Action Clause: 2012 CAC
Signed on behalf of THE REPUBLIC OF ESTONIA, ACTING THROUGH THE MINISTRY OF FINANCE:
- 3y Duly authoriseD
7üKGCN Il HIRStCk O FNCE
[Signature Page to Pricing Supplement]
10326551752-v5 - 5 - 70-41101010
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO
TRADING
(i) Admission to Trading:
Application is expected to be made by the
Issuer (or on its behalf) for the Notes to be
admitted to trading on Euronext Dublin with
effect from 28 October 2025.
(ii) Estimate of total expenses related
to admission to trading:
EUR 1,000
2. RATINGS The Notes to be issued are expected to be rated:
Ratings: S&P Global Ratings Europe Limited ("S&P"):
AA-
S&P is established in the EEA and registered
under Regulation (EC) No 1060/2009, (the
"EU CRA Regulation"). S&P appears on the
latest update of the list of registered credit
rating agencies (as of 27 March 2023) on the
ESMA website. The rating S&P has given to
the Notes is endorsed by S&P Global Ratings
UK Limited, which is established in the UK
and registered under Regulation (EC) No
1060/2009 as it forms part of domestic law of
the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (the "UK CRA
Regulation").
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE/OFFER
Save for any fees payable to the Managers, so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer. The Managers and
their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer
and its affiliates in the ordinary course of business.
4. YIELD
Indication of yield: 3.181 per cent. per annum
5. OPERATIONAL INFORMATION
ISIN: XS2740429076
Common Code: 274042907
FISN: As set out on the website of the Association of
National Numbering Agencies (ANNA) or
alternatively sourced from the responsible
National Numbering Agency that assigned the
ISIN
CFI: As set out on the website of the Association of
National Numbering Agencies (ANNA) or
alternatively sourced from the responsible
10326551752-v5 - 6 - 70-41101010
National Numbering Agency that assigned the
ISIN
Any clearing system(s) other than
Euroclear and Clearstream,
Luxembourg and the relevant
identification number(s):
Not Applicable
Delivery: Delivery against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not applicable
Relevant Benchmark: Not Applicable
Intended to be held in a manner which
would allow Eurosystem eligibility:
Yes. Note that the designation "yes" simply
means that the Notes are intended upon issue to
be deposited with one of Euroclear and
Clearstream, Luxembourg as common
safekeeper, and registered in the name of a
nominee of one of Euroclear and Clearstream,
Luxembourg acting as common safekeeper and
does not necessarily mean that the Notes will
be recognised as eligible collateral for
Eurosystem monetary policy and intra day
credit operations by the Eurosystem either
upon issue or at any or all times during their
life. Such recognition will depend upon the
ECB being satisfied that Eurosystem eligibility
criteria have been met.
6. DISTRIBUTION
(i) Method of Distribution: Syndicated
(ii) If syndicated:
(A) Names of Managers
Erste Group Bank AG
J.P. Morgan SE
Société Générale
(B) Stabilisation Manager(s), if any: J.P. Morgan SE
(iii) If non-syndicated, name of
Dealer:
Not Applicable
(iv) U.S. Selling Restrictions: Reg S Compliance Category 1
7. REASONS FOR THE OFFER
AND ESTIMATED NET
AMOUNT OF PROCEEDS
Reasons for the offer: See "Use of Proceeds" in Offering Circular
Estimated net proceeds: EUR 514,263,835.62
| Nimi | K.p. | Δ | Viit | Tüüp | Org | Osapooled |
|---|---|---|---|---|---|---|
| Subscription Agreement | 30.10.2025 | 1 | 7-1.2/111-1 🔒 | Leping | ram | |
| Letter from the Issuer to the Common Safekeeper | 30.10.2025 | 1 | 7-1.2/109-1 | Väljaminev kiri | ram | Euroclear Bank SA/NV, Clearstream Banking S.A. |
| Letter from the Issuer to the Registrar and Common Service Provider | 30.10.2025 | 1 | 7-1.2/110-1 | Väljaminev kiri | ram | Citibank Europe plc |
| Ministri käskkiri | 20.10.2025 | 2 | 77 🔒 | Ministri põhitegevuse käskkiri | ram | |
| Leping | 22.09.2025 | 3 | 7-1.2/89-1 🔒 | Leping | ram | |
| Kiri | 23.10.2023 | 703 | 7-1.2/378-1 🔒 | Väljaminev kiri | ram | Euroclear Bank SA/NV, Aadress kullerile: Ms Laura Clark-Jones, Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR T +44 20 7785 2119 | M +44 7568 111645, [email protected] |
| Kiri | 23.10.2023 | 703 | 7-1.2/377-1 🔒 | Väljaminev kiri | ram | CLEARSTREAM BANKING S.A., Aadress kullerile: Ms Laura Clark-Jones, Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR T +44 20 7785 2119 | M +44 7568 111645, [email protected] |
| Kiri | 23.10.2023 | 703 | 7-1.2/374-1 🔒 | Väljaminev kiri | ram | Clifford Chance LLP |
| Eesti Vabariigi pikaajaliste võlakirjade programmi tingimuste kinnitamine ja võlakohustuste võtmiseks volituse andmine | 19.10.2023 | 707 | 159 | Ministri põhitegevuse käskkiri | ram |