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NOTIFICATION OF VOLUNTARY TAKEOVER BID REGARDING THE SHARES OF ENEFIT GREEN AS

Teade

Today,  on  7 April  2025, a  shareholder  of  Enefit Green AS, Eesti Energia AS
(registry  code:  10421629, "Offeror"),  has  notified  of  making  a  voluntary
takeover  bid to acquire all shares of Enefit  Green AS not yet belonging to the
Offeror  with a  price of  EUR 3.40 per  share. Below  we publish  the Offeror's
notice regarding the voluntary takeover offer together with the prospect annexed
to it without any amendments.

_____________________________________________________________________________

NOTICE OF VOLUNTARY TAKEOVER BID TO ACQUIRE SHARES OF ENEFIT GREEN AS

 1. Takeover bid and Offeror

Eesti  Energia AS (company registered in Estonia with registry code 10421629 and
registered  address  Lelle  22, 11318, Tallinn,  Estonia,  "Offeror"  or  "Eesti
Energia")  in accordance  with the  Estonian Securities  Market Act  ("SMA") and
other  applicable  legal  acts  hereby  makes  a  voluntary  takeover bid to all
shareholders  of Enefit Green AS-i ("Enefit  Green") for acquiring all shares of
Enefit  Green ("Shares") not  yet belonging to  the Offeror ("Bid").  The Bid is
made  based on this notice of bid  ("Notice of Bid") and the prospectus attached
to it ("Prospectus", together with the Notice of Bid, "Bid Documents")

The  aim of  the Bid  is to  increase the  shareholding of the Offeror 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 the  Baltic Main List of Nasdaq Tallinn Stock
Exchange.

 1. Aim of the Bid and important related circumstances

As  a  result  of  the  successful  acquisition  of  the  Shares,  the sales and
production portfolio of the Offeror's Group will be brought together to increase
the  investment capacity  to boost  renewable energy  generation capacity and to
build  dispatchable capacity,  thereby ensuring  a competitive electricity sales
price  and a stable return to owners in  the future. As a result of the proposed
transactions,   Enefit   Green's  administrative  burden  will  be  reduced,  in
particular  with  regard  to  the  organisation  of  reporting (e.g. the need to
prepare  and publish quarterly interim reports will be eliminated). It will also
simplify  the legal framework in  which Enefit Green operates.  As a result, the
management  of subsidiaries at the Group level  will be simplified and made more
efficient.  This, in turn,  contributes to the  growth of the competitiveness of
the  Offeror's Group, which is important for ensuring Estonia's energy security.
Eesti Energia's management estimates that the consolidation of the Group's sales
and  production portfolio could increase the  profitability of the Eesti Energia
Group  by up to  40-60 million euros. The  best solution to  bring the sales and
production  portfolio together is to buy out the minority shareholders of Enefit
Green and terminate the listing at the stock exchange.

Following  a Successful Bid, the Offeror intends  to launch a public offering of
their  bonds in Estonia ("Bond Offering"). The main purpose of the Bond Offering
is  to offer  investors, who  held the  Enefit Green  Shares and  who decided to
transfer  the Shares  to the  Offeror in  the Bid,  the opportunity  to continue
investing in the Eesti Energia Group. The net proceeds of the Bond Offering will
be  used for  general corporate  purposes, which  may or  may not include, among
other  things, refinancing existing debt  or financing capital expenditures. The
precise purpose of the use of the funds is determined by the Management Board of
the  Offeror  in  the  light  of  prevailing  business  conditions and strategic
priorities,  ensuring  that  the  capital  is  used efficiently in a manner that
supports the Offeror's business and its development.

The  Bond  Offering  is  scheduled  to  take  place  in the first half of 2025,
following  the settlement of the Bid. As  part of the Bond Offering, the Offeror
intends  to offer between 100,000 and 500,000 bonds with a nominal value of 100
euros  per bond. The  proposed coupon rate  of the bonds  is 5% and the proposed
maturity  is 3 years.  The Offeror  intends to  apply for  the bonds of the Bond
Offering  to be listed  and admitted to  trading on the  Baltic Bond List of the
Nasdaq  Tallinn Stock  Exchange. In  determining the  allocation of the bonds as
part  of the Bond  Offering, the Offeror  intends to proceed  from the following
principles:

(i)          the Offeror  has the  right to  give preference  to Estonian retail
investors;

(ii)         the Offeror has the right to give preference to the shareholders of
Enefit  Green who, according to the data  registered in the Estonian Register of
Securities,  were the  holders of  the Enefit  Green Shares  as of  the close of
settlement day of the Nasdaq CSD SE Branch of Estonia on 28 March 2025.

The  above description  of the  Bond Offering  does not  qualify as  an offer of
securities   to  the  public  under  Estonian  law,  including  Regulation  (EU)
2017/1129 (Prospectus  Regulation), and  does not  constitute a  prospectus. The
Offeror  hereby sets out their  intention to make the  Bond Offering in order to
provide  Enefit Green's Shareholders with full information on the material facts
relating  to  the  Bid  and  to  enable  Enefit  Green's Shareholders to make an
informed  choice in relation to  the Bid. The Bond  Offering will be made on the
basis  of a prospectus to be approved  by the Estonian Financial Supervision and
Resolution  Authority. The Offeror has started the procedure for the approval of
the   prospectus,  but  there  is  no  certainty  that  the  Estonian  Financial
Supervision and Resolution Authority will approve the prospectus. The Offeror is
under  no obligation to make  the Bond Offering and  the Offeror may at any time
withdraw  or cancel the Bond  Offering or amend the  terms and conditions of the
Bond Offering.

 1. Target Issuer

The target issuer of the Bid is Enefit Green AS, a company registered in Estonia
with  registry  code  11184032 and  registered address Lelle 22, 11318, Tallinn,
Estonia.

 1. Shares being the object of the Bid

The  object of the  Bid are registered  ordinary shares of  Enefit Green "ENEFIT
GREEN  AKTSIA", with ISIN code EE3100137985 and nominal value of 1.00 euro, with
a  total number of securities being  264,276,232 shares (Shares). All Shares are
freely  transferrable and listed at the Baltic Main List of Nasdaq Tallinn Stock
Exchange  (ticker symbol EGR1T).  Each Share gives  the shareholder the right to
participate in the general meeting of shareholders of Enefit Green, distribution
of  profit and liquidation  assets upon liquidation  of Enefit Green  as well as
other  rights specified in applicable regulations and articles of association of
Enefit  Green. Each Share gives the shareholder  one vote at the general meeting
of shareholders of Enefit Green.

 1. Shares belonging to the Offeror

The  Offeror owns 203,931,405 Shares  of Enefit Green  which forms 77.17% of all
Shares  of Enefit Green  and thus the  Offeror has dominant  influence in Enefit
Green   within   the  meaning  § 167(1)  of  the  SMA.  The  Offeror  is  acting
independently  and  there  are  no  persons  acting  in concert with the Offeror
(within the meaning of § 168 of the SMA).

 1. Number of Shares being acquired and purchase price

In the context of the Bid, the Offeror wishes to acquire, and the Bid is made to
acquire  in total up to 60,344,827 Shares. Thus, all Shares not yet belonging to
the  Offeror are the object of the Bid.  Such Shares amount to 22.83% of all the
Shares.  The Bid is made at a price of EUR 3.40 per Share. The minimum number of
acquired  Shares for a  successful Bid is  33,917,204 Shares. With regard to the
amount  in excess  thereof, the  Offeror wishes  to acquire  all Shares that are
offered for sale to the Offeror.

 1. Procedure for settlement

Shares sold to the Offeror during the Bid shall be transferred to the Offeror on
or  about 16 May 2025 ("Settlement  Day") simultaneously  with the transferal of
the  purchase price equivalent to the amount  of sold Shares to the bank account
of Enefit Green shareholders' participating in the Bid.

 1. Bid period

The  deadline of the  Bid is at  16:00 on 12 May 2025. Enefit Green shareholders
that  wish to offer Shares to the Offeror during the Bid, can do so according to
the  procedure specified in the Prospectus from  the date of publication of this
Notice  of Bid i.e. from 10:00 on 8 April  2025 until the deadline of the Bid at
16:00 on 12 May 2025.

The  Offeror shall publish  the results of  the Bid according  to the applicable
legislation after the end of the Bid period on or about 14 May 2025.

 1. Approval of the Estonian Financial Supervision and Resolution Authority

The  Bid  Documents  were  submitted  to  the Estonian Financial Supervision and
Resolution  Authority  for  approval  on  27 March  2025. The Estonian Financial
Supervision and Resolution Authority approved the Bid Documents on 7 April 2025

 1. Places of publication and distribution of Bid Documents:

The Prospectus is electronically published at:

  * Nasdaq Tallinn Stock Exchange website (http://www.nasdaqbaltic.com/);
  * Estonian Financial Supervision and Resolution Authority website
    (https://www.fi.ee/en);
  * Enefit Green website (https://enefitgreen.ee/en/investorile/avaleht); ja
  * Eesti Energia website (https://prospekt.enefit.com/en/).

The Notice of Bid is electronically published at:

  * Nasdaq Tallinn Stock Exchange website (http://www.nasdaqbaltic.com);
  * Enefit Green website (https://enefitgreen.ee/en/investorile/avaleht); ja
  * Eesti Energia website (https://prospekt.enefit.com/en/).

The Notice of Bid is published at Estonian newspaper Õhtuleht 9 April 2025.

Anyone  wishing to obtain  a hard copy  of the Prospectus  and the Notice of Bid
should   inform   the   Offeror   vie  e-mail  at:  [email protected],  phone:
+372 5594 3838 or mail at: Lelle 22, 11318, Tallinn, Estonia.

 1. Important Information

The Bid is being 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 is not being made  to persons whose participation in the Bid
requires  an additional 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 of Bid 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 or any other related documents in
or into the relevant jurisdictions or to relevant persons.

Neither this Notice of Bid nor any other information supplied in connection with
the  Bid should be  considered as a  recommendation by either  Offeror or by any
other  person  to  any  recipient  of  this  Notice  of Bid (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, the Offerors plans  after takeover of Enefit Green Shares
in case of different scenarios and give its own appraisal to the Bid.

Unless  otherwise specified in  the Bid Documents,  all information contained in
this Notice of Bid is presented as of the Date of the Prospectus, i.e. as of 27
March 2025.

Annex - Bid Prospectus


____________________________

Further information:
Sven Kunsing
Head of Finance Communications
[email protected]
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