Public offering of YOOK bonds

A bond, or a security confirming a debt obligation, is a fixed-income financial instrument. It can be understood as a loan agreement between two parties: the borrower, i.e. the bond Issuer, and the lender, i.e. the investor who acquires the bond. When an investor purchases YOOK bonds, they are effectively lending money to YOOK. In return, YOOK is obligated to pay the bondholder a fixed interest rate four times a year until the bonds’ maturity date. In addition to interest payments, YOOK must return to the investor on the maturity date a sum equal to the bond’s nominal value.

Through the bonds, YOOK offers retail and professional investors the opportunity to participate in the next growth phase of one of Estonia’s fastest-growing food exporters.

YOOK intends to raise a total of up to €6 million through the public bond Programme. The volume of the first tranche is up to €3 million, which YOOK may increase up to the full Programme volume in the event of high demand.

The funds raised through the issuance will be used to finance the further growth of the YOOK Group and to expand its operations in order to achieve sustainable profitability, as well as to refinance existing debt obligations.

Each YOOK bond corresponds to a fixed amount (the nominal value of the bond) that must be paid for one bond. The nominal value of one YOOK bond is €1,000.

The maturity date of YOOK bonds is 14 May 2029. This is the date on which YOOK is obligated to return to the investor the nominal value of the bond, i.e. €1,000 per bond, together with any accrued and unpaid interest at that time.

The value date is 14 May 2026. On this date, the bonds allocated to the investor will be transferred to their securities account, and the corresponding purchase amount will be debited from the investor’s account. This is the so-called settlement date, on which ownership is transferred.

The interest rate on the bonds is 11% per annum and interest payments are made quarterly.

The minimum investment is one bond, i.e. €1,000.

The bonds will be secured by a pledge over the shares of YOOK Production AS, covering 100% of the existing shares of the production company and any shares to be issued to YOOK in the future, excluding shares issued upon the exercise of options granted to managers and employees, up to a total of 10% of the share capital of Yook Production AS. The Collateral will be managed by an independent Collateral Agent (TRINITI Collateral Agent XVII OÜ, to be incorporated at the end of the Offer Period), meaning that investors’ interests will be represented through a professional intermediary. A resolution of the bondholders’ meeting is required in order to enforce the Collateral.

Subscribing for bonds means expressing a wish to acquire YOOK bonds. An investor can submit a Subscription Order through the account operator managing their securities account.

Bonds may be subscribed for by any natural person or legal entity that holds a securities account with an account operator registered in Estonia, Latvia or Lithuania. A list of Estonian account operators can be found on the Nasdaq CSD website. A list of members of the Nasdaq Baltic exchange in Latvia and Lithuania is available here. If the subscriber is a legal entity, it must also hold a valid LEI code.

A securities account is required to subscribe for bonds. In Estonia, bonds can be subscribed for through LHV, Swedbank, SEB and Luminor. In Latvia and Lithuania, bonds can be subscribed for through a financial institution that is a member of the Nasdaq Riga or Nasdaq Vilnius stock exchange.

The amount required for subscription must be available in the account at the time of submitting the Subscription Order, and it will be reserved until the bonds are allocated. For example, if an investor wishes to subscribe for three bonds, at least €3,000 must be available in the account, along with the amount needed to cover the service fees of the relevant account operator.

Yes. A company or other legal entity needs a valid LEI code (Legal Entity Identifier) to subscribe for bonds. To apply for one, please contact a LEI code service provider. A list is available on the website of GLEIF (Global Legal Entity Identifier Foundation).

The Offer Period runs from 28 April 2026 at 10:00 to 11 May 2026 at 15:30. The deadline for accepting Subscription Orders may vary depending on the account operator chosen by the investor. Investors should contact their account operator regarding the deadline.

YOOK has applied for the bonds to be admitted to trading on the First North Bond List administered by Nasdaq Tallinn.

Yes. Once the bonds have been admitted to trading on the First North Bond List, investors can buy and sell them on the secondary market in accordance with market conditions. The selling price of a bond on the secondary market may differ from its nominal value and depends on market supply and demand.

Yes. YOOK has the right to redeem the bonds before the maturity date, starting from the second year, by giving investors at least 30 days’ notice.
During the first year following issuance, this option is not available, unless the investors exercise their put option partially, in which case no premium shall apply. In the second year, the investor will receive a 1% premium in addition to the nominal value. In the third year, YOOK can redeem the bonds without any additional premium.

Interest payments made to a natural person who is an Estonian tax resident are subject to withholding of income tax at the applicable rate. If the investor has acquired the bonds through an investment account, it is possible, in accordance with the Income Tax Act, to defer the income tax liability arising from the interest. For more specific information, we recommend consulting a tax adviser.

Investing in bonds involves risks. The main risks include credit risk (the Issuer’s possible inability to meet its obligations), liquidity risk (selling bonds on the secondary market may not always be possible at the desired price) and interest rate risk (changes in market interest rates may affect the market price of the bond). A more detailed description of the risks is provided in the Information Document. Before making an investment decision, we recommend reading the Information Document and, if necessary, consulting an expert.

All documents relating to the bonds, including the Information Document, Terms and Conditions, and Final Terms, are available on the YOOK investor page. Before making an investment decision, please review all relevant documents.