UPP & CO Kauno 53 OÜ (the Issuer) requests the consent of the investors of the notes with ISIN EE3300111152 (the Notes) to amend Annex 1 “Final Terms of the Notes (as amended on 17 July 2024)” (the Final Terms) to “Terms and Conditions of UPP & CO Kauno 53 OÜ Subordinated Note Issue Dated 7 April 2017 (as amended on 16 August 2017)” (the Terms and Conditions).
Pursuant to Clause 15.2 of the Terms and Conditions, the Issuer requests the consent of the Note investors to amend the Final Terms for the purpose of extending the maturity of the Notes and changing the interest payment dates, as well as to terminate trading of the Notes in the First North trading system. In addition, the Issuer hereby informs investors that the new address of the security agent is Veskiposti tn 2-1002, 10138 Tallinn, Estonia, and accordingly the Issuer intends to amend Clause 10 of the Final Terms as well.
Following receipt of the consents required under the Terms and Conditions from the investors, the Issuer will submit an application for termination of trading to the First North Listing Authority. Following termination of trading, the Notes will remain registered in the central securities depository maintained by Nasdaq CSD SE Estonian Branch, and the relationships between the Issuer and the Note investors will continue to be governed by the Terms and Conditions.
The proposed amendments arise from the fact that investors continue to have an interest in note investments, but due to the low trading activity and small volume of the present Notes, maintaining the Notes among financial instruments traded on First North is no longer justified for the Issuer. The amendments to the Final Terms do not involve any changes to the collateral of the Notes, and Note investors will continue to receive regular information concerning the Issuer and the collateral in accordance with the Terms and Conditions.
In connection with the above, the Issuer requests investors’ consent to the following:
1. Amendment 1: To amend and restate the Final Terms in the wording attached to this notice, with the following amendments:
1.1. The Interest Payment Dates set out in Clause 7.13 of the Final Terms shall be amended and replaced with new Interest Payment Dates of 28 February, 28 May, 28 August and 28 November of each year. The first interest payment date following the current redemption date (17 July 2026) shall be 28 August 2026.
1.2. The Maturity Date set out in Clause 7.14 of the Final Terms shall be amended, and the new Maturity Date shall be 28 May 2028.
2. Amendment 2: To terminate trading of the Notes in the First North trading system as of the currently effective Maturity Date (17 July 2026) under the Terms and Conditions.
Investors are requested, no later than 27 May 2026, to confirm whether Amendment 1 and/or Amendment 2 is acceptable to them by submitting the signed consent request form attached to this notice (“Request for Consent”) by email to property@unitedpartners.ee
or delivering it to Pärnu mnt 141, Tallinn 11314, Republic of Estonia, and marking an “X” in the table indicated in the consent request form to show whether you agree to Amendment 1 and/or Amendment 2.
Consent both to the amendment of the Final Terms and to termination of trading of the Notes as of the Maturity Date under the Final Terms shall be deemed granted by investors if investors holding Notes representing at least 2/3 of the aggregate nominal value of all outstanding Notes (excluding Notes held by the Issuer and related parties) have consented to the amendments.
Pursuant to Clause 15.4 of the Terms and Conditions, the amendments shall enter into force upon execution by the Issuer and the collateral agent and upon consent having been given by at least 2/3 of investors on the Maturity Date, provided that the First North Listing Authority has granted its consent to termination of trading and the investors have consented both to the amendment of the Final Terms and to termination of trading in the First North trading system. Upon the amendments entering into force, no redemption payments shall be made to investors who have given their consent to the amendment of the Final Terms and to termination of trading of the Notes in the First North trading system; servicing of the Notes held by such investors shall continue in accordance with the amended version of the Terms and Conditions.
Pursuant to Clause 15.3 of the Terms and Conditions, within 10 banking days after the amendment of the Terms and Conditions is deemed approved by the Note investors, the Issuer undertakes to offer redemption of the Notes at the Redemption Price to those investors who have not submitted their consent either to the amendment of the Terms and Conditions or to termination of trading of the Notes in the First North trading system.
Marko Tali
UPP & CO KAUNO 53 OÜ
Member of the Management Board