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Akropolis Group, UAB (Incorporated in Lithuania with Limited Liability) €300,000,000 2.875 Per Cent

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Akropolis Group, UAB (Incorporated in Lithuania with Limited Liability) €300,000,000 2.875 Per Cent Akropolis Group, UAB (incorporated in Lithuania with limited liability) €300,000,000 2.875 per cent. Guaranteed Notes due 2026 guaranteed by Aido Turtas, UAB, Ozo Turtas, UAB and Taikos Turtas, UAB (each incorporated in Lithuania with limited liability) and SIA "M257" (incorporated in Latvia with limited liability) Issue Price: 99.428 per cent. The €300,000,000 2.875 per cent. Guaranteed Notes due 2026 (the "Notes") will be issued by Akropolis Group, UAB (the "Issuer") and fully guaranteed on a joint and several basis by each of Aido Turtas, UAB, Ozo Turtas, UAB, Taikos Turtas, UAB and SIA "M257" (each an "Initial Guarantor" and together, the "Initial Guarantors" and together with any additional guarantor appointed pursuant to the terms and conditions of the Notes (the "Conditions"), the "Guarantors" and each a "Guarantor"). Interest on the Notes will be payable annually in arrear on 2 June in each year. The first payment of interest shall be payable on 2 June 2022 in respect of the period from (and including) 2 June 2021 (the "Issue Date") to (but excluding) 2 June 2022. Payments on the Notes will be made in euro without deduction for or on account of taxes imposed by the Republic of Lithuania ("Lithuania") or Latvia to the extent described under Condition 8 (Taxation). The Notes will mature on 2 June 2026 (the "Maturity Date"). The Notes will be subject to redemption in whole, but not in part, at their principal amount, together with interest accrued to (but excluding) the date fixed for redemption, at the option of the Issuer at any time in the event of certain changes affecting taxation in Lithuania or Latvia. The Notes will also be subject to redemption in whole, but not in part, (i) at any time prior to (and excluding) 2 March 2026 at the Make Whole Redemption Price (as defined herein) and (ii) on or after 2 March 2026 at their principal amount, in each case together with interest accrued to (but excluding) the date fixed for redemption, at the option of the Issuer. In addition, upon the occurrence of a Change of Control Put Event (as defined herein), the Notes may be redeemed at the option of the relevant holder at a price equal to 101 per cent. of their principal amount together with interest accrued to (but excluding) the Change of Control Put Date (as defined herein). See Condition 6 (Redemption and Purchase). This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This Prospectus constitutes a prospectus for the purposes of the Prospectus Regulation. The Central Bank only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange plc trading as Euronext Dublin (the "Euronext Dublin"). Such approval should not be considered as an endorsement of the Issuer or the Guarantors that are the subject of this Prospectus nor as an endorsement of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to Euronext Dublin for the Notes to be admitted to its official list (the "Official List") and trading on its regulated market (the "Market"). The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II"). It is expected that admission of the Notes to the Official List and to trading on the Market will be granted on or about 2 June 2021, subject only to the issue of the Notes. This Prospectus is valid until 2 June 2021. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer valid. Application has been made for a certificate of approval to be issued by the Central Bank to the competent authority in Lithuania. The Issuer may make an application, after the Notes are issued, for the Notes to be admitted to trading on the official debt list of Nasdaq Vilnius Stock Exchange (the "Nasdaq"). However, there can be no assurance that such application will be made or that such admission will take place. The Notes will be in registered form and issued in minimum denominations of €100,000 and higher integral multiples of €1,000. The Notes will initially be represented by a global certificate (the "Global Certificate"), which will be deposited with, and registered in the name of a nominee for, a common safekeeper (the "Common Safekeeper") on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") on or prior to 2 June 2021. Individual certificates evidencing holdings of Notes ("Certificates") will only be available in certain limited circumstances. See "Summary of Provisions relating to the Notes while in Global Form". The Notes and the guarantees of the Notes (the "Guarantees") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes are being offered outside the United States by the Joint Bookrunners (as defined in "Subscription and Sale" below) in accordance with Regulation S under the Securities Act ("Regulation S") and may not be offered or sold or delivered within the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Issuer has been rated BB+ with a stable outlook by Fitch Ratings Ireland Limited ("Fitch") and BB+ with a negative outlook by S&P Global Ratings Europe Limited ("S&P") . The Notes are expected to be rated BB+ by Fitch and BB+ by S&P. Fitch and S&P are established in the European Union ("EU") and registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, Fitch and S&P are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. Joint Global Coordinators and Joint Bookrunners BNP PARIBAS J.P. Morgan Joint Bookrunner LUMINOR Prospectus dated 31 May 2021 IMPORTANT NOTICES This Prospectus comprises a prospectus for the purposes of the Prospectus Regulation. The Issuer and each Guarantor accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of each of the Issuer and the Guarantors, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect the import of such information. To the fullest extent permitted by law, BNY Mellon Corporate Trustee Services Limited (the "Trustee"), The Bank of New York Mellon, London Branch (the "Principal Paying Agent"), The Bank of New York Mellon SA/NV, Dublin Branch (the "Registrar" and the "Transfer Agent", and together with the Principal Paying Agent, the "Agents") and the Joint Bookrunners (as defined in "Subscription and Sale" below) accept no responsibility whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by a Joint Bookrunner, the Trustee or any Agent or on behalf of any of them in connection with the Issuer, the Guarantors or the issue and offering of the Notes. Each Joint Bookrunner, the Trustee and each Agent accordingly disclaims all and any liability whether arising in tort or contract or which it might otherwise have in respect of this Prospectus or any such statement. No person is or has been authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantors, the Joint Bookrunners, the Trustee or the Agents. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, any Guarantor, any Joint Bookrunner, the Trustee or any Agent that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantors.
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