On Tuesday, 8 September 2026 at 10.00, the public offering of bonds issued by AS Pro Kapital Grupp (hereinafter also referred to as Pro Kapital) will commence, aimed at retail and qualified investors in Estonia, Latvia and Lithuania. The offer is being conducted on the basis of the base prospectus for public offer and admission to trading drawn up by Pro Kapital and approved by the Estonian Financial Supervision Authority on 7 September 2026, which has been published on the websites of Pro Kapital and the Estonian Financial Supervision Authority on the date of this announcement (hereinafter the ‘prospectus’).
Key terms of the offer
| Issuer | AS Pro Kapital Grupp |
| Security | EUR 8.30 PRO KAPITAL GRUPP BOND 26-2028 |
| Type of security | Unsecured and unsubordinated bond |
| ISIN | EE0000005130 |
| Type of offer | Public offering to retail and qualified investors in Estonia, Latvia and Lithuania |
| Issue size | 6,000,000 euros (with the right to increase to up to 10,000,000 euros) |
| Bond price | 1,000 euros |
| Interest rate | 8.3% per annum |
| Interest payments | Quarterly (25 December, 25 March, 25 June, 25 September; the first interest payment will be made on 28 December 2026) |
| Subscription period | 8 September 2026 at 10:00 to 18 September 2026 at 15.30 (Estonian local time) |
| Announcement of the results of the offer | 22 September 2026 or a date close to this |
| Value date | 25 September 2026 or a date close to this |
| Redemption date | 25 September 2028 or a date close to this (exactly 2 years from the value date) |
| Application for admission to trading | Nasdaq Tallinn Stock Exchange Baltic Bond List |
| First trading day | 25 September 2026 or a date close to that |
| Organiser | AS LHV Pank |
| Legal adviser | TEGOS |
As part of the offer, Pro Kapital is offering up to 6,000 unsecured bonds with a nominal value of 1,000 euros, an expected maturity date of 25 September 2028 and a fixed interest rate of 8.3% per annum, payable quarterly. In the event of oversubscription, Pro Kapital has the right to increase the number of bonds on offer to up to 10,000. The bonds are offered at a price of 1,000 euros per bond.
The bonds constitute an unsecured and unsubordinated debt obligation of Pro Kapital to the investor. Obligations arising from the bonds rank at least on a par with all other unsecured debt obligations of Pro Kapital.
Use of the proceeds
The proceeds from the offering will be used for the full early redemption of Pro Kapital’s 2020/2028 bonds (ISIN SE0013801172) traded on the Swedish market, and, as a result, to delist them from the Nasdaq Stockholm stock exchange in accordance with the terms of the bonds.
Indicative timetable for the offer
| Event | Time |
| Start of the subscription period | 8 September 2026 at 10.00 EEST |
| Investor webinar in Estonian | 9 September 2026 at 13.00 |
| English-language investor webinar | 9 September 2026 at 15.00 |
| End of the subscription period | 18 September 2026 at 15.30 EEST |
| Announcement of the results of the offer | 22 September 2026 or a date close to this |
| Settlement of the offer | 25 September 2026 or a date close to this |
| First trading day on the Nasdaq Tallinn Stock Exchange’s main bond list | 25 September 2026 or a date close to this |
Submission of subscription orders
To subscribe for the bonds, an investor must hold a securities account with an account manager at the Estonian branch of Nasdaq CSD SE (hereinafter ‘Nasdaq CSD’) or with a member of the Nasdaq Riga or Nasdaq Vilnius stock exchanges.
An investor wishing to subscribe for bonds under the offer must submit a subscription order to their account manager, who manages the investor’s securities account. The subscription order must be submitted during the offer period in accordance with the procedures established by the account manager.
By submitting a subscription order, the investor authorises their account manager to block the total amount of the transaction in the investor’s settlement account until the offer has been settled or the funds have been released, as set out in the prospectus.
A subscription order must contain at least the following details:
| Securities account holder: | Investor’s name |
| Securities account: | Investor’s securities account number |
| Account manager: | Investor’s account manager’s name |
| ISIN code: | EE0000005130 |
| Name of security: | EUR 8.30 PRO KAPITAL GROUP BOND 26-2028 |
| Number of securities: | The number of bonds the investor wishes to subscribe for |
| Price (per bond): | 1,000 euros |
| Transaction amount: | The number of bonds the investor wishes to subscribe for, multiplied by the price per bond |
| Counterparty to the transaction: | AS Pro Kapital Grupp |
| Counterparty’s securities account: | 99101700074 |
| Counterparty’s account manager: | AS LHV Pank |
| Transaction value date: | 25 September 2026 |
| Transaction type: | ‘subscription order’ |
| Settlement type: | ‘delivery versus payment’ |
Listing and admission to trading of bonds
Pro Kapital is submitting an application for the bonds to be admitted to trading on the Baltic Bond List of the Nasdaq Tallinn Stock Exchange. The arranger of the bond issue is AS LHV Pank.
Availability of the prospectus, bond terms and final terms
The prospectus, together with the terms and conditions of the bonds, the final terms for the first tranche of bonds, the summary of the prospectus and its translations into Estonian, Latvian and Lithuanian, has been published and is available in electronic form on Pro Kapital’s website: www.prokapital.com/bond-issue2026/ .
In addition, the prospectus, together with the terms and conditions of the bonds, the final terms of the bonds and the summary of the prospectus, are available via the Nasdaq Tallinn Stock Exchange information system and on the Estonian Financial Supervision Authority’s website: www.fi.ee.
About Pro Kapital
AS Pro Kapital Grupp is a property developer founded in 1994, whose core activities are centred on Tallinn, Riga and Vilnius. Over the course of its 32 years in operation, Pro Kapital has developed over 515,000 square metres of gross floor area, and its development portfolio also includes over 322,000 square metres of planned gross floor area.
Pro Kapital’s shares have been listed on Nasdaq Tallinn since 2012 and have been included in the Baltic Main List since 2018.
Further information
AS Pro Kapital Group
Edoardo Axel Preatoni, Member of the Management Board | +372 614 4920 | prokapital@prokapital.com
Andrus Laurits, General Manager | +372 614 4920 | andrus.laurits@prokapital.com
AS LHV Pank
Silver Kalmus, Debt Securities area manager | +372 562 06450 | silver.kalmus@lhv.ee
Important information
AS Pro Kapital Grupp is required to disclose this information in accordance with the European Union’s Market Abuse Regulation. The information was published simultaneously via Nasdaq Tallinn and Nasdaq Stockholm, through the agency of the Company’s contact persons set out above, on 7 September 2026 13.00 CEST / 14.00 EEST.
This is not an offer to sell or a solicitation of an offer to buy any securities of AS Pro Kapital Grupp, nor any recommendation or investment advice. Each investor must make an investment decision solely on the basis of the information contained in the prospectus, the bond terms and conditions, the final terms and other documents published on the AS Pro Kapital Grupp website: www.prokapital.com/bond-issue2026/. Approval of the prospectus by the Estonian Financial Supervision Authority does not constitute an endorsement of AS Pro Kapital Grupp’s bonds. Before making an investment decision, please familiarise yourself with the prospectus, the terms and conditions of the bonds, the final terms, the risks and other information, and, if necessary, seek advice from a specialist.
The information contained in this notice is not intended for publication, distribution or transmission, in whole or in part, directly or indirectly, in the United States, Canada, Hong Kong, Japan, Singapore, South Africa or any other country or under any circumstances in which such publication, distribution or transmission would be unlawful. AS Pro Kapital Grupp bonds are being offered to the public in Estonia, Latvia and Lithuania, and no sale or offer of the bonds is taking place in any jurisdiction where such an offer, invitation or sale would be unlawful without an exemption or qualification provided for by law, or to persons subject to financial sanctions imposed by the competent authorities. This notice has not been approved by any supervisory authority and does not constitute a prospectus.
FINAL TERMS OF THE FIRST TRANCHE OF BONDS
Pro Kapital Grupp Prospectus
Pro Kapital Grupp Prospectus Summary
TERMS AND CONDITIONS
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