Börsiteade

Pealkiri

Notice on Public Offering of Subordinated Bonds of Bigbank AS

Teade

Bigbank  AS (registry code 10183757, address  Riia tn 2, Tartu, 51004) (Bigbank)
hereby   announces  a  public  offering  of  its  unsecured  subordinated  bonds
(Offering) and informs of the registration by Estonian Financial Supervision and
Resolution Authority (FSA) of Supplement n-o.1 to the base prospectus registered
on  13 November  2023 (base  prospectus  and  its  Supplement n-o. 1 hereinafter
jointly Prospectus).

The  Offering  is  a  second  series  of the Bigbank unsecured subordinated bond
programme  (Programme) described in the Prospectus. The Offering is conducted on
the  basis  of  the  prospectus  that  has  been  supplemented and that includes
Supplement no. 1 that has been registered by the FSA on 13 May 2024 (Supplement)
that  has been disclosed  on the date  of this announcement  on the web pages of
Bigbank  (https://investor.bigbank.eu/et) and the  FSA (https://www.fi.ee). With
the Supplement the Bigbank's annual financial information for the financial year
ended  31 December  2023 and  the  interim  financial  information for the three
months  period ended  on 31 March  2024 are incorporated  to the Prospectus. The
Supplement  also updates the Prospectus with information about recent events and
changes and their effect on Bigbank.

The planned volume of the second series is up to 3 million euros with the option
of  increasing the  amount up  to 10 million  euros. Under  the Programme  it is
possible for Bigbank to raise up to 30 million euros in total.

 Main terms of the Offering

In the course of the Offering, Bigbank offers up to 3,000 unsecured subordinated
bonds  "EUR 7.00 BIGBANK ALLUTATUD  VÕLAKIRI 24-2034" with the  nominal value of
1,000 euros  per  bond  and  maturity  date  on  29 May  2034. Bigbank shall pay
interest  on the bonds quarterly at a fixed  rate of 7.00% per annum. In case of
oversubscription  Bigbank is entitled to increase the amount of bonds offered by
7,000 bonds  up to 10,000 bonds in total. Bigbank is also entitled to cancel the
Offering  in the volume not subscribed. Unsecured subordinated bonds are offered
with the price of 1,000 euros per one bond. The unsecured subordinated bonds are
registered  in  the  Estonian  Register  of  Securities  operated  by Nasdaq CSD
Estonian Branch (Nasdaq CSD) under ISIN code EE3300004340.

The  subscription period for  the bonds starts  on 14 May 2024 at 10:00 and will
end  on  24 May  2024 at  15:30. The  Offering  will  be  targeted to retail and
qualified  investors in Estonia,  Latvia, and Lithuania.  The public offering of
the  unsecured subordinated bonds  will be carried  out only in Estonia, Latvia,
and Lithuania and not in any other jurisdiction. Additionally, Bigbank may offer
the bonds non-publicly in all the member states of the European Economic Area in
accordance  with  exemptions  provided  for  in  Article 1(4) of Regulation (EU)
2017/1129.

A  subordinated bond represents  an unsecured debt  obligation of Bigbank before
the  investor. The subordination of the bonds means that upon the liquidation or
bankruptcy  of Bigbank, all the claims arising from the subordinated bonds shall
fall  due  and  shall  be  satisfied  only  after  the  full satisfaction of all
unsubordinated  recognised claims in  accordance with the  applicable law. Among
other  things, with subordinated bonds, the risk  of write down or conversion of
liabilities and claim rights (bail-in risk) must be considered.

Specific  details  of  the  Offering  are  provided  in  the  Prospectus and the
Prospectus summary for second series.

The indicative timetable of the Offering is the following:

+--------------------------------------+-------------------------+
| Subscription period starts           | 14 May 2024 at 10:00    |
+--------------------------------------+-------------------------+
| Subscription period ends             | 24 May 2024 at 15:30    |
+--------------------------------------+-------------------------+
| Announcement of the Offering results | On or about 27 May 2024 |
+--------------------------------------+-------------------------+
| Settlement of the Offering           | On or about 29 May 2024 |
+--------------------------------------+-------------------------+
| First trading day                    | On or about 30 May 2024 |
+--------------------------------------+-------------------------+



Submitting subscription undertakings

To  subscribe  for  the  bonds  during  the  Offering,  an  investor must have a
securities account with a Nasdaq CSD account operator or a financial institution
who is a member of the Nasdaq Riga or Nasdaq Vilnius Stock Exchange.

An  Estonian  investor  wishing  to  subscribe  for the bonds should contact the
securities  account operator that  operates their securities  account and submit
the subscription undertaking during the offering period.

A  Latvian  or  Lithuanian  investor  wishing  to subscribe for the bonds should
contact   the   relevant  financial  institution  and  submit  the  subscription
undertaking in the format and manner prescribed by the financial institution and
in accordance with the terms of the Prospectus.

By  submitting the subscription undertaking,  an investor authorises the account
operator  or  the  relevant  financial  institution  who operates the investor's
current  account connected  to its  securities account  to immediately block the
whole  transaction amount on the investor's current account until the settlement
is  completed or funds are released in accordance  with the terms set out in the
Prospectus.

Listing and admission to trading of unsecured subordinated bonds of Bigbank

Nasdaq   Tallinn  Stock  Exchange  operator  has  on  29 November  2023 approved
Bigbank's  application to  list and  admit to  trading up to 30 000 subordinated
bonds  with  nominal  value  of  EUR  1000 to  be  issued  by  Bigbank under the
Programme.  Bigbank shall  also submit  an application  to Nasdaq  Tallinn Stock
Exchange  operator for listing and admission to  trading of all the bonds issued
during  the  Offering  on  the  Baltic  Bond  List  of  the Nasdaq Tallinn Stock
Exchange.  The expected date of listing and  admission to trading is on or about
30 May 2024.

While every effort will be made and due care will be taken to ensure the listing
and the admission to trading of the unsecured subordinated bonds, Bigbank cannot
ensure  that the  unsecured subordinated  bonds will  be listed  and admitted to
trading.

Availability of the documentation of the Offering

The  Prospectus (incl. Supplement)  together with the  bond terms and conditions
and  second series  final terms  and the  summary of  the Prospectus  for second
series  have  been  published  and  can  be  obtained  in electronic format from
Bigbank's  website  https://investor.bigbank.eu  and  the  website  of  the  FSA
https://www.fi.ee.  In addition  to the  above, the  translations of  the second
series  summary of the  Prospectus into Estonian,  Latvian and Lithuanian can be
obtained      in      electronic      format      from     Bigbank's     website
https://investor.bigbank.eu.

Before  investing  into  Bigbank's  unsecured  subordinated  bonds we ask you to
acquaint  yourself  with  the  Prospectus  (incl. Supplement), its second series
summary  as well as the bond  terms and the final terms  of the bonds for second
series in full and if necessary, consult with an expert.

Argo Kiltsmann
Member of the Management Board
Tel: +372 53 930 833
e-mail: Argo.Kiltsmann@bigbank.ee
www.bigbank.ee

Important information

This  notice  is  an  advertisement  for  securities  within  the meaning of the
Regulation No 2017/1129/EU of 14 June 2017 of the European Parliament and of the
Council   European   Parliament  and  does  not  constitute  an  offer  to  sell
subordinated  bonds or  an invitation  to subscribe  to subordinated bonds. Each
investor  should make any decision  to invest in the  bonds only on the basis of
the  information  contained  in  the  Prospectus  (incl. Supplement), its second
series summary, the terms and conditions of the bonds and the final terms of the
bonds  for the second  series. The approval  of the Prospectus  by the Financial
Supervision  Authority is  not considered  to be  a recommendation for Bigbank's
subordinated bonds.

The  information  contained  in  this  notice  is  not intended to be published,
distributed, or transmitted, in whole or in part, directly or indirectly, in any
country  or under  any circumstance  where publication,  sharing or transmission
would  be unlawful  or to  any persons  to whom  the competent  authorities have
applied  financial  sanctions.  Bigbank's  unsecured  subordinated bonds will be
publicly  offered only in Estonia, Latvia and Lithuania and the sale or offer of
the  bonds shall not take place in any jurisdiction where such offer, invitation
or  sale would be unlawful  without the exception or  qualification of law or to
any  persons to whom the competent authorities have applied financial sanctions.
The  unsecured subordinated  bonds are  offered solely  based on  the Prospectus
(incl.  Supplement), its  second series  summary, bond  terms and conditions and
final  terms for second series and the Offering is intended only for the persons
to  whom the Prospectus  is directed at.  The present notice  is not reviewed or
confirmed by any supervisory authority, and it does not constitute a prospectus.