Market announcement

Title

INTENTION TO MAKE A VOLUNTARY TAKEOVER BID TO ACQUIRE THE SHARES OF ENEFIT GREEN AS

Message

Today,  on 27 March  2025, a shareholder  of Enefit  Green AS,  Eesti Energia AS
(registry  code: 10421629, "Offeror"), has  notified of its  intention to make a
voluntary  takeover  bid  to  acquire  all  shares  of  Enefit  Green AS not yet
belonging  to the Offeror.  Below we publish  the Offeror's notice regarding the
intention to make a voluntary takeover bid without any amendments.
_____________________________________________________________________________

NOTICE  OF INTENTION TO MAKE  A VOLUNTARY TAKEOVER BID  TO ACQUIRE THE SHARES OF
ENEFIT GREEN AS

Eesti  Energia AS (a company registered in Estonia with registry code 10421629,
"Eesti  Energia"  or  "Offeror")  announces  its  intention  to make a voluntary
takeover  bid to all shareholders of Enefit Green AS ("Enefit Green") to acquire
all shares of Enefit Green not held by the Offeror ("Bid").

The  Offeror wishes to increase its shareholding  in Enefit Green up to at least
90%. Following  the successful Bid the Offeror  intends to apply for takeover of
the remaining shares according to § 182(1) of the Estonian Securities Market Act
and  provisions of chapter 29(1). of the Estonian Commercial Code and intends to
initiate  the proceedings for terminating the  listing of Enefit Green shares at
Nasdaq Tallinn Stock Exchange.

The  Bid takes place as a voluntary takeover bid and under § 166 of the Estonian
Securities Market Act the Offeror is not obliged to conduct the Bid. The Offeror
makes  the Bid  with the  price of  3.40 euros per  one Enefit  Green share. The
Offeror has determined the price according to the average market price of Enefit
Green  share at Nasdaq Tallinn Stock Exchange during the past three months (2.68
euros  per share)  to which  a premium  of 0.72 euros  per share (27%) is added,
based on the average of similar transactions.

A  voluntary takeover bid means that the Offeror is not obliged to determine the
price  of the Bid based on the criteria for determining the just price specified
in  the takeover bid  rules. Furthermore, this  also means that the shareholders
are  not obligated to participate in the Bid. All shareholders may freely choose
whether  to accept the Bid or not. Eesti Energia treats all shareholders equally
and the Bid is made with respect to all shares of Enefit Green not yet belonging
to the Offeror.

As  a result of the  successful takeover of the  shares the sales and production
portfolio of Eesti Energia group is combined to increase the investment capacity
for  increasing  the  production  capacity  of  renewables  and  generating  new
dispatchable  capacities thereby ensuring a  competitive electricity sales price
and  stable  owner's  earnings  in  the  future.  As  a  result  of the proposed
transactions  the  managerial  burden  of  Enefit  Green is reduced primarily in
relation  to reporting obligations  (e.g. the requirement  to draft and disclose
quarterly interim reports would be lifted). The overall legal framework in which
Enefit  Green operates  is also  simplified. This  leads to  simplified and more
efficient  management of subsidiaries  at a group  level. This in turn increases
the  competitiveness  of  Eesti  Energia  group  which is vital for ensuring the
energy-security  of  Estonia.  Based  on  Eesti  Energia management's assessment
combining  the group's sales and production portfolios could presumably increase
the  profitability of Eesti Energia group by up to 40-60 million euros. The best
solution  for combining the  sales and production  portfolios is to  buy out the
minority  shareholders of  Enefit Green  and terminate  the listing at the stock
exchange.

Following  a successful Bid, the Offeror plans to carry out a public offering of
its  bonds in  Estonia ("Bond  Offer") The  aim of  the Bond Offer is to provide
investors,  who owned  the shares  of Enefit  Green and  who decided to sell the
shares  during the Bid  to the Offeror  an opportunity to  continue investing in
Eesti  Energia group. This notice does not constitute a Bond Offer and making of
the  Bond Offer is amongst others contingent upon the approval of the Bond Offer
prospectus  by  the  Estonian  Financial  Supervision  and  Resolution Authority
("EFSA").

Chairman of the Management Board of Eesti Energia Andrus Durejko:

?Eesti  Energia must  become an  internationally competitive  energy group. Both
Eesti  Energia's internal and external expert analysis have shown that returning
Enefit  Green fully to the  group is the best  solution both for the company and
Estonian  state to  obtain this  aim. Repurchase  of Enefit Green's shares would
enable  us  to  create  an  integrated  energy  group  where  the  portfolios of
electricity sales and production are combined. Combining the production capacity
of  dispatchable capacities and  renewables makes it  possible to provide a more
competitive  pricing for  electricity sales,  increase profitability and restore
investment capacity.".

The  terms of  the Bid  and its  acceptance shall  be determined in the takeover
prospectus  ("Prospectus") and  Bid notice  to be  published by  the Offeror. In
accordance  with applicable law the Offeror  shall submit the Prospectus and the
Offer  notice to  the EFSA  for approval.  According to  the initial intent, the
Offeror  intends to make the  Bid according to the  below schedule, however, the
Offeror  highlights that this is  only an initial intent  of the Offeror that is
not  binding on  the Offeror  as the  exact schedule  of the  Bid is affected by
numerous  factors including  the EFSA's  approval of  the Bid.  Following EFSA's
approval  the Prospectus and the Bid notice together with the specified schedule
is  published on the date  noted by EFSA. This  schedule may differ from the one
provided in this notice.


+-----------------------+---------------------------+
| 8 April 2025 at 10.00 | Start of Bid period       |
+-----------------------+---------------------------+
| 12 May 2025 at 16.00  | End of Bid period         |
+-----------------------+---------------------------+
| 14 May 2025           | Disclosure of Bid results |
+-----------------------+---------------------------+
| 16 May 2025           | Settlement day of the Bid |
+-----------------------+---------------------------+


Tomorrow,  on 28 March  2025, Eesti Energia  conducts webinars  for Enefit Green
investors to introduce its intention to make the Bid. Webinars are accessible on
the following links:

28 March      2025 at      10:00-10:45 in      Estonian      -      join     now
(https://teams.microsoft.com/l/meetup-
join/19%3ameeting_NTMxNTkzYjQtMGFmMC00OTY4LWE1NjItYjBhNzYxMGE2MjJk%40thread.v2/0
?context=%7B%22Tid%22%3A%2215cd778b-2b28-4ebc-956c-
b5977a36cd28%22%2C%22Oid%22%3A%22775ae01b-e561-
4cc9-8790-1290c7b28035%22%2C%22IsBroadcastMeeting%22%3Atrue%2C%22role%22%3A%22a%
22%7D&btype=a&role=a)

28 March      2025 at      11:00-11:45 in      English      -      join      now
(https://teams.microsoft.com/l/meetup-
join/19%3ameeting_ZGIwZWVlNDYtNDU5My00OTZhLTkyOTgtYTg0NGRhNDIyZDUy%40thread.v2/0
?context=%7B%22Tid%22%3A%2215cd778b-2b28-4ebc-956c-
b5977a36cd28%22%2C%22Oid%22%3A%22775ae01b-e561-
4cc9-8790-1290c7b28035%22%2C%22IsBroadcastMeeting%22%3Atrue%2C%22role%22%3A%22a%
22%7D&btype=a&role=a)

This  notice does  not constitute,  or form  part of,  any offer,  invitation or
solicitation   by   any  party  to  sell  or  purchase  any  securities  in  any
jurisdiction. This notice is a notice on the intention to make a Bid and it does
not  constitute a  Bid notice  or Prospectus.  The Bid  is made only if the EFSA
approves the Bid, and the Bid is made only in accordance with the Prospectus and
the Bid offer approved by the EFSA.

The  reference to the  intent to make  a Bond Offer  as described in this notice
does  not constitute a  public offer of  securities under Estonian law including
Regulation  (EU) 2017/1129 (Prospectus Regulation)  and it is  not a prospectus.
Bond  Offer shall only take place under  a bond prospectus that must be approved
by  EFSA. The Offeror has initiated the proceedings to obtain EFSA's approval to
the  bond prospectus, however, there is no  certainty the EFSA shall approve it.
The  Offeror has no obligation to make the Bond Offer and the Offeror may at any
time withdraw from making the Bond Offer, cancel it or amend its conditions.

The Bid shall be made in accordance with the laws of the Republic of Estonia and
will  not  be  subject  to  any  review  or  approval  by any foreign regulatory
authority.  The Bid will not  be made to persons  whose participation in the Bid
requires an additional offer document to be prepared, a registration effected or
that  any other measures would be taken  in addition to those required under the
laws  of the Republic of Estonia. In  the event of any inconsistency between the
contents  of the Prospectus and any other document or release, the provisions of
the Prospectus in the Estonian language shall prevail.

This  notice is not for  release or distribution, directly  or indirectly, in or
into  any  jurisdiction  where  to  do  so  would  be  unlawful or to persons or
jurisdictions  who  are  subject  to  financial  sanctions  imposed by competent
authorities.  Persons  receiving  this  document  or any other related documents
(including  custodians, nominees  and trustees)  must observe these restrictions
and  must  not  send  or  distribute  this  document  in  or  into  the relevant
jurisdictions or to relevant persons.

Neither  this document nor any other information supplied in connection with the
Bid  should be considered  as a recommendation  by either the  Offeror or by any
other  person to any recipient of this document (including any other information
supplied  in connection  with the  Bid) to  sell any  Enefit Green  shares. Each
person  who  contemplates  selling  any  shares  should make its own independent
investigation  of the  financial condition  and affairs  of Enefit Green and its
subsidiaries, and its own appraisal of the Bid.

Unless  otherwise specified  in this  notice, all  information contained in this
notice is presented as at the date of this notice.



Further information:
Sven Kunsing
Head of Finance Communications
[email protected] (https://www.globenewswire.com/Tracker?data=ClAnp-
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(https://www.globenewswire.com/Tracker?data=KgV6HGbBaTn6icL6uH9tuZOJ8y6u_rUSjrCM
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ci8hcYh1vKIwYlI9q3_4cmmJP5hDgbvOiA9rc9ZlyCN5cNNP-
l2Z9o49PWHHwpone8RJsAAiiT)https://enefitgreen.ee/en/investorile/
(https://www.globenewswire.com/Tracker?data=KvuWQF0N2MUgGCn4YN7o8SDrldrE3VziB3KS
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