Notice of Public Offering of Unsecured Subordinated Bonds of Coop Pank AS and Registration of Prospectus Supplement

Coop Pank AS (registry code 10237832, address Maakri 30, 10145, Tallinn, Estonia; hereinafter Coop Pank) hereby announces a public offering of unsecured subordinated bonds (hereinafter the Offering) and informs of registration of supplement no 1 to the base prospectus registered by the Estonian Financial Supervision Authority (the FSA) on 15 March 2021 (the Prospectus).   

Coop Pank offers publicly up to 8,000 unsecured subordinated bonds of Coop Pank with the name of EUR 5 Coop Pank bond 22-2032, with the nominal value of EUR 1,000 each, the maturity date 10 March 2032 and fixed interest rate of 5% per annum, payable quarterly. In case of oversubscription of the bonds, Coop Pank has the right to increase the volume of the Offering by up to 2,000 additional bonds. Coop Pank has also the right to cancel the Offering in the volume not subscribed. The unsecured subordinated bonds are offered with the price of EUR 1,000 per one bond. The unsecured subordinated bonds are registered in Nasdaq CSD SE under ISIN code EE3300002542. The public offering of the unsecured subordinated bonds is carried out only in Estonia and not in any other jurisdiction.

Comment of Margus Rink, Chairman of the Management Board of Coop Pank:

"For the fifth year in a row, we have increased our business volumes by more than 40%, and last year the number of our customers exceeded 100,000. Coop Pank's footprint is growing in the Estonian economy, in the local banking market and in people's daily finance transactions. To continue our rapid growth, we need additional equity. So far, we have covered the capital needs arising from the bank's growth through the profits earned in previous years, subordinated bonds issued in 2017 and 2019 and an additional share issue and initial public offering (IPO) in 2019. The offer of the I series of the bond program announced in 2021 was oversubscribed more than 6 times and we raised 10 million euros as part of it. The volume of the II series offer starting today is 8 million euros, and we will use the money raised to increase the bank's market share.”

The Offering is the second series under the Coop Pank bond program created by the Prospectus. The Offering is conducted on the basis of the Prospectus as amended and supplemented by supplement no. 1 approved by the FSA on 21 February 2022 (the Supplement) that has been published on the date of this announcement on the web pages of Coop Pank and the FSA. The Supplement incorporates the consolidated 12-months unaudited interim report of Coop Pank to the Prospectus and supplements the Prospectus with information about other events of Coop Pank.

The subscription period for the bonds starts on 22 February 2022 at 10:00 and will end on 3 March 2022 at 16:00 Estonian time. The Offering is targeted to all retail and qualified investors in Estonia.

Subordinated bond represents an unsecured debt obligation of Coop Pank before the investor. The subordination of the bonds means that upon the liquidation or bankruptcy of Coop Pank, 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.

Detailed information is available in the Prospectus (including its Supplement) and in the summary of the Prospectus.

Timetable of the Offering

Subscription period starts	22 February 2022 at 10:00
Subscription period ends	3 March 2022 at 16:00
Announcement of the results of Offering	on or about 7 March 2022
Settlement of the Offering	on or about 10 March 2022
First trading day	on or about 14 March 2022

Submitting subscription undertakings

In order to subscribe for the bonds during the Offering, an investor must have a securities account opened at a custodian of the Nasdaq CSD SE Estonia´s subsidiary (hereinafter Nasdaq CSD).

An investor wishing to subscribe to the bonds should contact their securities account custodian and submit the subscription undertaking during the offering period in the form indicated below.

By submitting the subscription undertaking, an investor authorises the Nasdaq CSD custodian 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.

Owner of the securities account:	Name of the investor who submitted the subscription undertaking
Securities account:	Number of the investor`s securities account
Custodian:	Name of the investor´s custodian
Security:	EUR 5 Coop Pank võlakiri 22-2032
ISIN code:	EE3300002542
Amount of securities:	The number of bonds determined by the investor
Price (per bond):	EUR 1,000
Transaction amount:	The total amount of the transaction (the number of bonds determined by the investor multiplied by price per one bond)
Counterparty:	Coop Pank AS
Securities account of counterparty:	99102215403
Custodian of the counterparty:	AS LHV Pank
Value date of the transaction:	10 March 2022
Type of transaction:	„subscription“
Type of settlement:	„delivery versus payment (DVP)“

Listing and admission to trading of unsecured subordinated bonds of Coop Pank

Coop Pank intends to submit an application to Nasdaq Tallinn AS for the listing and admission to trading of the subordinated bonds on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The expected date of listing and admission to trading is on or about 14 March 2022.

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

Availability of the Prospectus and bond terms

The Prospectus and the Supplement Prospectus have been published and can be obtained in electronic format from Coop Pank´s website www.cooppank.ee/pakkumine and from the website of the FSA www.fi.ee. In addition to the above, the Prospectus and its Supplement are available through the information system of Nasdaq Tallinn Stock Exchange. Also, the bond terms of Coop Pank’s unsecured subordinated bonds and the final terms of the Offering together with the summary have been published Coop Pank’s website and can be obtained in electronic format from at https://www.cooppank.ee/s3fs-public/volakirja_tingimused.pdf and https://www.cooppank.ee/s3fs-public/Teise_seeria_loplikud_tingimused_ja_kokkuvote.pdf respectively.

Before investing into Coop Pank´s unsecured subordinated bonds we ask you to acquaint yourself with the Prospectus (including its Supplement), the bond terms, the final terms of the Offering together with the Prospectus summary in full and if necessary, consult with an expert.

Paavo Truu
CFO
Tel: [phone]
e-mail: [e-mail]
www.cooppank.ee

Coop Pank, based on Estonian capital, is one of the five universal banks operating in Estonia. The number of clients using Coop Pank for their daily banking reached 117,600. Coop Pank aims to put the synergy generated by the interaction of retail business and banking to good use and to bring everyday banking services closer to people’s homes. The strategic shareholder of the bank is the domestic retail chain Coop Eesti, comprising of 330 stores.

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 invitation to subscribe to subordinated bonds. An offer to subscribe to subordinated bonds should be made and each investor should make any decision to invest in the bonds only on the basis of the information contained in the Prospectus, its Supplement and the summary of the Prospectus and if necessary, consult with an expert. The approval of a Prospectus or its Supplement by the Financial Supervision Authority is not considered to be a recommendation for 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 the United States, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other country or circumstance where publication, sharing or transmission would be unlawful. Subordinated bond will be publicly offered only in the Republic of Estonia 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.

Attachments

• Prospekt 15.03.2021
• Prospekt lisa nr 1_21.02.2022