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The Bank is permitted to pay annual dividends out of its distributable profits following a declaration of such dividends by the General Meeting of shareholders. The Offer Shares will be entitled to share pro rata with the Existing Shares in any and all dividends declared by the Bank. The Bank will declare and pay dividends if and when appropriate. If and when paid, all dividends will be declared and paid in Estonian Kroons. The Bank is authorised to issue non-voting B-shares which are entitled to a preference over A-shares in the payment of dividends. As of the date of this Offering Circular, the Bank has not issued any B-shares. The Bank's ability to pay dividends to its shareholders will depend on its earnings, financial condition and other relevant factors of each year's activity. Moreover, the Management Board, with the consent of the Supervisory Board, may decide in any year that the Bank's investment opportunities are such that it may be in the best interests of shareholders for the Bank to reinvest all of its earnings. Therefore, the Management Board, with the consent of the Supervisory Board, may propose to the General Meeting of shareholders that no dividend will be declared in respect of the preceding year. |