Questions and Answers

Does the security deposit of 7,000 euros for the defence industry park selection procedure need to be PAID by 15.05.25 or 15.06.25?

It must be paid by 15.05.2025.

Please confirm, that the Tenderer, who submits the application according to section 5.1., the initial offer according to section 7 and the final offer according to section 5 of the Conditions of the Selective Tender (hereinafter CST) does not have to be the same legal entity, who is going to conclude the usage agreement if the final offer of the Tenderer is successful.

Yes, we confirm. The legal entity with which the contract (VÕL) will be concluded (i.e., the final business body) must be established no later than before the conclusion of the contract (VÕL). However, the bidders must take into account that they must provide a description of the proposed organizational structure (i.e., the structure of owners and stakes of the legal entity to be established, etc.) in both the initial and final offers. The organizational description submitted in the initial offer can be changed (including can be negotiated). The organizational structure presented in the final offer is binding for the bidder, meaning the bidder must establish the business entity based on that structure. If the ownership structure of the legal entity is not the same at the time of concluding the contract (VÕL) as described in the final offer, ECDI (RKIK) has the right to refuse to conclude the contract (see VT section 14.8). However, ECDI (RKIK) may decide to conclude the contract if the deviation is not considered significant by ECDI (RKIK).

Please confirm, that the legal entity, who is going to conclude the usage agreement if the final offer of the Tenderer is successful, does not have to exist when the application is submitted in accordance with section 5.1. or when the initial offer is submitted in accordance with section 7 or when the final offer is submitted in accordance with Section V of the CST.

Please clarify, when exactly does the Tenderer have to become shareholder of the legal entity, who is going to conclude the usage agreement as a result of the Selective Tender.

At the latest before the conclusion of the contract for the acquisition of construction rights under law of obligations. The legal entity with which the contract (VÕL) will be concluded (i.e., the final business body) must be established no later than before the conclusion of the contract (VÕL). However, the bidders must take into account that they must provide a description of the proposed organizational structure (i.e., the structure of owners and stakes of the legal entity to be established, etc.) in both the initial and final offers. The organizational description submitted in the initial offer can be changed (including can be negotiated). The organizational structure presented in the final offer is binding for the bidder, meaning the bidder must establish the business entity based on that structure. If the ownership structure of the legal entity is not the same at the time of concluding the contract (VÕL) as described in the final offer, ECDI (RKIK) has the right to refuse to conclude the contract (see VT section 14.8). However, ECDI (RKIK) may decide to conclude the contract if the deviation is not considered significant by ECDI (RKIK).

Please clarify, to which extent (% of shares of the total share capital) the Tenderer must become shareholder of the legal entity, who is going to conclude the usage agreement as a result of the Selective Tender.

The conditions for the selective tender currently do not contain requirements and restrictions regarding that. The bidder has to provide information in the initial and final offers regarding the planned shareholding structure.

Please confirm whether we have correctly understood that, at the application submission stage (15.05.2025), a confirmation letter from the company is sufficient to demonstrate the absence of the circumstances specified in sections 3.1.2, 3.1.3, and 3.1.4 of the Conditions of the Selective Tender?

Yes, a confirmation letter from the company is sufficient (see Conditions of the Selective Tender, section 5.6.2).

Must official registry extracts be submitted no earlier than the initial offer stage (15.06.2025)? If the provider’s country of establishment does not issue the aforementioned documents, can they be replaced by a declaration on oath made by the provider or their representative, or by a certificate issued by a competent judicial or administrative authority, notary, or professional or trade association in accordance with the legal provisions of the provider’s country of establishment?

The documents that must be submitted at the stage of initial offer (on 15.06.2025) are specified in section 7.5 of the Conditions of the Selective Tender (hereinafter CST). According to subsections 2–4 of CST section 7.5.2, the RKIK (ECDI) does not require the submission of certificates from competent authorities regarding the absence of the circumstances specified in CST sections 3.1.2–3.1.4 as part of the initial offers (submission deadline 15.06.2025).
However, it must be taken into account that, in accordance with CST sections 8.5–8.7, the RKIK has the right, after the submission of the inital offers, to request that the tenderer submit a certificate issued by a competent authority of the country of establishment regarding the absence of the circumstances specified in CST sections 3.1.2–3.1.4.
Upon receiving such a request from RKIK, the tenderer must submit certificates regarding the absence of the circumstances specified in CST sections 3.1.2–3.1.4. The RKIK has not specified in CST sections 8.5–8.7 the exact type of suitable certificate issued by a competent authority, taking into account the different rules applicable in various countries.
Additionally, RKIK has provided in CST section 8.7 that, with regard to the absence of the circumstance specified in CST section 3.1.4 (criminal convictions), if the competent authorities of the tenderer’s country of establishment do not issue documents certifying the absence of a criminal record, such documents may be replaced by a declaration on oath made by the tenderer or their representative, or by a certificate issued by a competent judicial or administrative authority, notary, or professional or trade association in accordance with the legal provisions of the tenderer’s country of establishment.

Do we understand correctly that, based on the requirements set out in section 3.1.1 of the procedure for establishing the right of superficies established by the Ministry of Defence, legal entities whose beneficial owners or legal representatives meet one of the following origin criteria may participate in the tender:

the European Union member state,
a NATO member state,
an OECD member state,
a country with which the Republic of Estonia has concluded a mutual agreement on the protection of classified information, or
another country for which the Ministry of Defence has granted an exemption in coordination with the Ministry of the Interior.

Yes.

Can a legal entity participate in the tender if its beneficial owner is a Ukrainian citizen?

Yes, a legal entity whose beneficial owner is a Ukrainian citizen may participate in the tender. This is because Estonia and Ukraine have signed a mutual agreement on the protection of classified information.

If the payment is made from a foreign bank that does not allow adding a reference number to international payments, is it sufficient to include the reference number (2800048972) in the payment description?

Yes, it is sufficient.

Can a Serbian citizen be a shareholder in a company to be established in Estonia?

The requirement specified in section 3.1.1 of the Conditions of the Selective Tender applies to the following natural persons:

significant shareholder (including indirect shareholder);
ultimate beneficial owner;
procurator;
management board member;
and supervisory board member;
and other persons exercising controlling influence over the entity.

If a Serbian citizen holds a significant shareholding (including indirect shareholding) in a legal entity submitting a bid, they should apply for approval from the Ministry of Defence (Conditions of the Selective Tender, section 3.1.1).

If a separate permit needs to be applied for (Conditions of the Selective Tender state that the permit can be applied for from the Ministry of Defence), then to whom specifically should the permit application be addressed, and what documents need to be submitted (a copy of the person’s passport, CV, etc.)?

The consent application should be sent to the Ministry of Defence at the email address: [email protected]. The following documents must be submitted: 1) a copy of an identity document and b) a CV that includes a description of the individual’s previous experience related to explosives, ammunition, or similar fields.

At the information day, it was mentioned that the state itself intends to build warehouses for storing ammunition. Can it be assumed that these will meet NATO standards? What is the planned capacity of these warehouses? How far are these warehouses located from the planned area?

Yes, the warehouses will be constructed by the state and made available for companies to use for a fee. The warehouses will be built in accordance with NATO standards. They will be located in the same area as the current selective tender. The number and capacity of the warehouses will be determined after negotiations with the companies.

According to sections 1.6 and 1.10 of the Conditions of the Selective Tender, the right of superficies is granted for the production of non-explosive ordnance, ammunition, explosive ordnance, military explosives, or components of the aforementioned items, but it does not include the manufacture of pyrotechnic products. If a pyrotechnic product is manufactured that is a component of non-explosive ordnance, ammunition, explosive ordnance, military explosives, or military explosive material, is the use of the superficies right for this purpose acceptable and consistent with its intended use?

If the product to be manufactured is a component of inert munitions, ammunition, explosive munitions, military explosives, or military explosive substances, then it is acceptable.

According to section 6.8 of the superficies agreement, the transfer of ownership or use of the superficies area to a third party is permitted only with the prior written consent of the Owner. According to section 12.14 of the Conditions of the Selective Tender, the right to conclude a real right contract for the right of superficies arises only on the condition that the bidder is granted the activity license required for operating in the relevant field. Is the person with whom the superficies agreement is concluded strictly required to personally use the right of superficies and engage in the production of non-explosive ordnance, ammunition, explosive ordnance, military explosives, or components of the aforementioned items, and apply for the corresponding activity license, or is it permitted to allow the buildings and facilities constructed under the superficies right (including production and other buildings) to be operated by another person for this (manufacturing) purpose? In such a case, is it acceptable and compliant with the requirements if the operator either obtains the necessary activity license or already possesses one?

The person with whom the right of superficies agreement is concluded must personally start using the right of superficies and manufacture inert munitions, ammunition, explosive munitions, military explosives or explosive substances, or components of the aforementioned items, and must apply for the corresponding activity licence.

Please elaborate further on CST section 7.5.3, as it remains somewhat unclear exactly what data and information the RKIK wishes to obtain under this section regarding the tenderer’s project organizational structure. In particular, I would like a better understanding of what is meant by “other key participants (including subcontractors).” RKIK has provided a footnote explanation, referring to “participation in the project” and “contribution to the project,” but even this clarification still leaves the requested information and data somewhat unclear.
Is RKIK referring here to those key participants who take part in the project and contribute to it, and who, in return, receive either a direct or indirect share in the legal entity with whom the right of superficies agreement will be concluded as a result of the restricted call for tenders?

The purpose of section 7.5.3 of the CST is to obtain an overview of the persons who have a significant role in the implementation of the proposed project, and based on this objective, the tenderers are also required to provide data and information regarding the organizational structure of the project.
As stipulated in section 7.5.3, this section covers both the direct submitters of the initial offer ((joint) tenderers) and persons who do not directly submit the tender but who have a significant role in the implementation of the project—either as subcontractors as defined by the (joint) tenderer or, if not as subcontractors, then as persons who make a significant contribution to the project in some other way (for example, as suppliers, holders of intellectual property rights, etc.), whose participation is necessary for the execution of the proposed business plan and activity plan during the project’s implementation.
The term “key participant” has been elaborated by the RKIK in the corresponding footnote, but primarily, it is up to the tenderer to define the key participants in the context of their own project, taking into account the information to be submitted to the RKIK under section 7.5.5, including the content of the tenderer’s business plan and activity plan.
At this stage, RKIK cannot know in advance what the content of the tenderer’s proposed project will be and how it is planned to be implemented. Therefore, RKIK also cannot predetermine who the key participants in the tenderer’s proposed project will be.
It is not a prerequisite for being designated as a key participant that the person holds a direct or indirect share in the legal entity with whom the right of superficies agreement will be concluded. RKIK also considers it possible that a key participant will be involved in the implementation of the project (as defined in the footnote to section 7.5.3) but will not acquire either a direct or indirect share in the legal entity with whom the right of superficies agreement is concluded.
Whether the tenderer plans to grant any participation to a key participant in that legal entity must also be described by the tenderer as part of the organizational structure of the project (see CST section 7.5.3, sub-section 1(c)).

According to RCT section 9.11.7, information that, under applicable legislation, cannot qualify as a trade secret may not be designated as such. We kindly ask you to specify which legal acts applicable to this restricted call for tenders define or limit the types of information that cannot be designated as a trade secret or confidential information.

The definition of a business secret is defined by the criteria set out in § 5 subsection 2 of the Restriction of Unfair Competition and Protection of Business Secrets Act, which means that the information can be considered a business secret. Therefore, information that does not meet these conditions cannot be considered a business secret. We clarify that information that is not a business secret cannot be legitimately classified by holders of information as information for internal use (Public Information Act § 35 subsection 1 clause 19). Consequently, section 9.11.7 of the Conditions of the Selective Tender stipulates that the tenderer must justify that the information is a business secret. In addition, it is important to note that certain disclosure obligations derive from the State Assets Act. Thus, for example, the resolutive part of the decision approving the results of the selective tender is published on the arranging authority`s website (§ 72 subsection 5 and § 68 subsections 5 and 8 of the State Assets Act), which means that the information to be published in the resolutive part of the decision (including the description (including the size) of the state assets that are the subject of the selective tender, the name of the successful tender, the amount of the best offer and the additional conditions) cannot also be a business secret.

According to section 7.2 of the Conditions of the Selective Offer , the deadline for submitting the initial offer is 15.06.2025, but this falls on a Sunday (i.e., a rest day). Therefore, for certainty and clarity, we would like to confirm whether, in accordance with § 136 (8) of the General Part of the Civil Code Act, the actual deadline should be considered as 16.06.2025?

Yes.

Must the security of the factory to be built on the land granted under the right of superficies be carried out in full on its own factory premises in accordance with legal requirements, i.e., including manned guarding of the entire perimeter of the fence?”

No. The general perimeter security of the area is provided by the RKIK. The fee and exact conditions for this service will be agreed upon in the infrastructure service agreement.