UAB “Orkela” - Notification on material event

NOTICE REGARDING TERMINATION OF MATERIAL AGREEMENTS AND SUPPLEMENT TO PROSPECTUS

UAB "Orkela," legal entity code 304099538, registered address at Jogailos St. 4, Vilnius, Republic of Lithuania (the Issuer), whose securities (the Bonds) are listed and admitted to trading on the Bond List of Nasdaq, also the Bonds are being publicly offered under the base prospectus approved by the Bank of Lithuania on 14 November 2023 (the Prospectus).

The Issuer informs that the tenant of the Issuer, UAB „Orkelos valdymas“ (the Tenant), with whom the Issuer on 2 January 2023 concluded the lease agreement on the lease of the building complex located at Vasario 16 str. 1, Vilnius, the Republic of Lithuania (the Building Complex) (the Lease Agreement), on 18 November 2023 notified the Issuer that on 17 October 2023 the Tenant issued a notice to UAB Royal Russell School Vilnius (the Subtenant) on termination of the sublease agreement in respect to sublease of the Building Complex, concluded between the Tenant and Subtenant on 2 January 2023 (the Sublease Agreement), that will occur on 16 November 2023, if the Subtenant fails to fulfil the Tenant's requirements submitted on the basis of the Sublease Agreement and applicable legal acts.

The Tenant has notified the Issuer that as the Subtenant failed to rectify the situation, the Sublease Agreement is deemed terminated from 16 November 2023.

Considering that the Sublease Agreement has been terminated, the Issuer acting in accordance with the Lease Agreement, terminated the Lease Agreement.

The Issuer informs that due to the above-mentioned circumstances, the Issuer, in accordance with legal acts, will prepare a supplement to the Prospectus, which will have to be approved by the Bank of Lithuania before it is made public.

The supplement to the Prospectus will contain:

1. updated information about the purpose of the Building Complex – it is planned that a school and offices will be located in the Building Complex;
2. updated Section III "Risks" of the Prospectus to the extent the changed purpose of the Building Complex and termination of the Lease Agreement and Sublease Agreement are concerned, as indicated above;
3. updated any other information that relates to and/or affects the Issuer regarding the termination of the Lease Agreement and Sublease Agreement and the change of purpose of the Building Complex, as indicated above;
4. information on the anticipated new material agreements regarding the Building Complex.

The Issuer expects that the supplement to the Prospectus will be approved by the end of November 2023 and investors will be notified of the approved Prospectus supplement in accordance with the procedure provided for in the Prospectus.

IMPORTANT: considering that during the period of 16 November 2023 – 27 November 2023 the primary distribution of the Bonds is carried out under the Final Terms of the first tranche approved by the Issuer on 14 November 2023, the Issuer reminds the Investors that pursuant to the Prospectus, the investors have the right to withdraw submitted subscription orders until 27 November 2023.

General Manager of UAB "Orkela"
Anastasija Pocienė

anastasija.pociene@lordslb.lt