Terms and Conditions. Sollentuna Stinsen JV AB. Up to SEK 400,000,000. Senior Secured Floating Rate Bonds ISIN: SE

Transcription

1 Execution version Terms and Conditions Sollentuna Stinsen JV AB Up to SEK 400,000,000 Senior Secured Floating Rate Bonds ISIN: SE June 2017 Other than the registration of the Bonds under Swedish law, no action is being taken in any jurisdiction that would or is intended to permit a public offering of the Bonds or the possession, circulation or distribution of this document or any other material relating to the Issuer o r the Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any applicable restrictions. ROSCHIER

2 i Table of Contents 1. Definitions and Construction Status of the Bonds Use of Proceeds Conditions Precedent Bonds in Book-Entry Form Right to Act on Behalf of a Bondholder Payments in Respect of the Bonds Interest Redemption and Repurchase of the Bonds T ransaction Security Information to Bondholders Maintenance Covenants General Undertakings Events of Default and Acceleration of the Bonds Distribution of Proceeds Decisions by Bondholders Bondholders'Meeting Written Procedure Amendments and Waivers Appointment and Replacement of the Agent Appointment and Replacement of the Issuing Agent No Direct Actions by Bondholders Prescription Notices Force Majeure and Limitation of Liability Governing Law and Jurisdiction

3 Definitions and Construction Definitions In these terms and conditions (the "Terms and Conditions"): "Acceptable Bank" means a bank or financial institution which has a rating for its longterm unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency. "Account Operator" means a bank or other party duly authorised to operate as an account operator pursuant to the Central Securities Depositories and Financial Instruments Accounts Act and through which a Bondholder has opened a Securities Account in respect of its Bonds. "Accounting Principles" means the generally accepted accounting principles, standards and practices in Sweden as applied by the Issuer in preparing its consolidated financial statements. "Adjusted Nominal Amount" means the Outstanding Nominal Amount less the Nominal Amount of all Bonds owned by a Group Company or an Affiliate, irrespective of whether such person is directly registered as owner of such Bonds. "Advance Purchase Agreements" means an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment in the normal course of business with credit periods which are normal for the relevant type of contracts, or any other trade credit incurred in the ordinary course of business. "Affiliate" means any Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purpose of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agency Agreement" means the agency agreement entered into on or before the First Issue Date, between the Issuer and the Agent, or any replacement agency agreement entered into after the First Issue Date between the Issuer and an agent, regarding, inter alia, the remuneration payable to the Agent. "Agent" means Nordic Trustee & Agency AB (publ), Swedish Reg. No , or another party replacing it, as agent and security agent, acting for and on behalf of the Bondholders in accordance with these Terms and Conditions. "Alecta" means Alecta pensionsförsäkring, ömsesidigt, Swedish Reg. No "Alecta Shareholder Loans" means the loans made available by Alecta to the Issuer from time to time including the SEK 300,000,000 and SEK 284,000,000 loans evidenced by

4 2 non-negotiable promissory notes (Sw. enkla skuldebrev) issued by the Issuer on 9 December 2016, respectively. "Bond Secured Parties" means the Security Agent, the Bondholders and the Agent (including in its capacity as Agent under the Agency Agreement). "Bondholder" means the person who is registered on a Securities Account as direct registered owner (Sw. ägare) or nominee (Sw. förvaltare) with respect to a Bond. "Bondholders' Meeting" means a meeting among the Bondholders held in accordance with Clause 17 (Bondholders' Meeting). "Bonds" means a debt instrument (Sw. skuldförbindelse) for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Central Securities Depositories and Financial Instruments Accounts Act and which are governed by and issued under these Terms and Conditions. "Business Day" means a day in Sweden other than a Sunday or other public holiday. Saturdays, Midsummer Eve (Sw. midsommarafton), Christmas Eve (Sw. julafton) and New Year's Eve (Sw. nyårsafton) shall for the purpose of this definition be deemed to be public holidays. "Business Day Convention" means the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. "Cash" means, at any time, cash denominated in SEK in hand or at bank and (in the latter case) credited to an account in the name of a Group Company with an Acceptable Bank and to which a Group Company is alone (or together with other Group Company) entitled and for so long as: that cash is repayable within 30 days after the relevant date of calculation; repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group Company or of any other person whatsoever or on the satisfaction of any other condition; there is no Security over that cash except for any Permitted Security constituted by a netting or set-off arrangement entered into by a Group Company in the ordinary course of their banking arrangements; and the cash is freely and (except as mentioned in paragraph above) immediately available to be applied in redemption of the Bonds. "Cash Equivalent Investments" means, in respect of the Group, and at any time: immediately available funds at bank or postal accounts; and marketable debt securities held for cash management purposes that can be realised promptly and which has a credit rating of either A -l or higher by Standard & Poor's Rating Services or FI or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investor Services Limited, or, if no rating is available in

5 3 respect of the commercial paper or debt securities, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating, in each case, denominated in SEK to which any member of the Group is alone (or together with other members of the Group) entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Security Documents). "Central Securities Depositories and Financial Instruments Accounts Act" means the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw. lag (1998:1479) om vardepapperscentraler och kontoforing avfinansiella instrument). "Change of Control Event" means the occurrence of an event or series of events whereby: Alecta cease directly or indirectly to: (i) (ii) have the power to cast, or control the casting of, at least 50 % of the votes attaching to the shares of the Issuer; or hold at least 50 % of the issued share capital of the Issuer; or Alecta and Magnolia Bostad AB (publ) cease directly or indirectly to: (iii) (iv) have the power to cast, or control the casting of, at least 95 % of the votes attaching to the shares of the Issuer; or hold at least 95 % of the issued share capital of the Issuer. "Compliance Certificate" means a certificate, in form and substance satisfactory to the Agent, signed by the Issuer certifying (i) the satisfaction of the Maintenance Test (including calculations and figures in respect of the Maintenance Test and the basis on which it has been calculated), and (ii) that so far as it is aware no Event of Default is continuing or, if it is aware that such event is continuing, specifying the event and steps, if any, being taken to remedy it. "CSD" means the Issuer's central securities depository and registrar in respect of the Bonds, from time to time, initially Euroclear Sweden AB, Swedish Reg. No , P.O. Box 191, Stockholm, Sweden. "Cure Account" has the meaning given to such term in Clause 12.2 (Equity Cure). "Cure Amount" has the meaning given to such term in Clause 12.2 (Equity Cure). "Division" a division of the Stinsen Property (Sw. avstyckning or Sw. klyvning). "Escrow Account" means the bank account of the Issuer held with Skandinaviska Enskilda Banken AB (publ), into which the Net Proceeds from the Initial Bonds will be transferred and which has been pledged in favour of the Agent and the Bondholders (represented by the Agent) under the Escrow Account Pledge Agreement.

6 4 "Escrow Account Pledge Agreement" means the pledge agreement entered into between the Issuer and the Security Agent on or before the First Issue Date in respect of a first priority pledge over the Escrow Account and all funds held on the Escrow Account from time to time, granted in favour of the Secured Creditors. "Event of Default" means an event or circumstance specified in any of the Clauses 14.1 (Non-Payment) to and including Clause (Continuation of the Business). "Equity Cure" has the meaning given to such term in Clause 12.2 (Equity Cure). "Final Redemption Date" means 29 June "Finance Documents" means these Terms and Conditions, the Subordination Agreement, the Agency Agreement, the Security Documents, the Escrow Account Pledge Agreement and any other document designated by the Issuer and the Agent as a Finance Document. "Financial Indebtedness" means any indebtedness in respect of: (e) (f) (g) (h) monies borrowed or raised, including Market Loans; the amount of any liability in respect of any finance leases, to the extent the arrangement is treated as a finance lease in accordance with the Accounting Principles applicable on the First Issue Date (a lease which in the accounts of the Group is treated as an asset and a corresponding liability); receivables sold or discounted (not including receivables sold on a non-recourse basis); any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark to market value shall be taken into account, provided that if any actual amount is due as a result of a termination or a close-out, such amount shall be used instead); any counter indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; any amount raised by the issue of redeemable shares, including preference shares, which are redeemable (other than at the option of the issuer) before the Final Redemption Date; and (without double counting) any guarantee or other assurance against financial loss in respect of a type referred to in the above items -(g). "Financial Report" means the Issuer's annual audited consolidated and unconsolidated financial statements or quarterly interim unaudited consolidated and unconsolidated

7 5 reports, which shall be prepared and made available in accordance with Clause 11.1 (Information from the Issuer). "First Issue Date" means 29 June "Floating Rate Margin" means 2.75 per cent, per annum. "Group" means the Issuer and its Subsidiaries from time to time (including, for the avoidance of doubt, Stinsen HoldCo and Stinsen PropCo) (each a "Group Company"). "IFRS" means international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from time to time). "Initial Bonds" means the Bonds issued on the First Issue Date. "Initial Nominal Amount" has the meaning set forth in Clause 2. "Insolvent" means, in respect of a relevant person, that it is deemed to be insolvent, or admits inability to pay its debts as they fall due, in each case within the meaning of Chapter 2, Sections 7-9 of the Swedish Bankruptcy Act (Sw. konkurslagen (1987:672)) (or its equivalent in any other jurisdiction), suspends making payments on any of its debts or by reason of actual financial difficulties commences negotiations with its creditors (other than the Bondholders) with a view to rescheduling any of its indebtedness (including company reorganisation under the Swedish Company Reorganisation Act (Sw. lag (1996:764) om foretagsrekonstruktion) (or its equivalent in any other jurisdiction)) or is subject to involuntary winding-up, dissolution or liquidation. "Interest" means the interest on the Bonds calculated in accordance with Clauses 8-8. "Interest Payment Date" means 29 June, 29 September, 29 December and 29 March each year or, to the extent such day is not a Business Day, the Business Day following from an application of the Business Day Convention. The first Interest Payment Date for the Bonds shall be 29 September 2017 and the last Interest Payment Date shall be the Final Redemption Date (or any Redemption Date prior thereto). "Interest Period" means (i) in respect of the first Interest Period, the period from (but excluding) the First Issue Date to (and including) the first Interest Payment Date, and (ii) in respect of subsequent Interest Periods, the period from (but excluding) an Interest Payment Date to (and including) the next succeeding Interest Payment Date (ora shorter period if relevant). "Interest Rate" means 3 months STIBOR plus the Floating Rate Margin. "Issue Date" means the First Issue Date and any subsequent issue date on which Subsequent Bonds are issued. "Issuer" means Sollentuna Stinsen JV AB, a public limited liability company incorporated under the laws of Sweden with Reg. No

8 6 "Issuing Agent" means Danske Bank A/S, Danmark, Sverige Filial, Swedish Reg. No , or another party replacing it, as Issuing Agent, in accordance with these Terms and Conditions. "Loan to Value" means the Net Interest Bearing Debt to the Value of the Properties in accordance with the most recent Valuation. "Maintenance Test" means the test of the financial maintenance covenants as set out in Clause 12 (Maintenance Covenants). "Magnolia" means Magnolia Projekt 36 AB, Swedish Reg. No "Magnolia Shareholder Loans" means the loans made available by Magnolia to the Issuer from time to time. "Make Whole Amount" means the sum of: the present value on the relevant record date of the Outstanding Nominal Amount as if such payment originally should have taken place on the Final Redemption Date; and the present value on the relevant record date of the remaining coupon payments (assuming that the Interest Rate for the period from the relevant redemption date to the Final Redemption Date will be equal to the interpolated SEK mid-swap rate for the remaining term from the redemption date until the Final Redemption Date plus the Floating Rate Margin), less any accrued but unpaid interest, through and including the relevant redemption date, both calculated by using a discount rate of 50 basis points over the comparable Swedish Government Bond Rate (i.e. comparable to the remaining duration of the Bonds until the mentioned date falling on the Final Redemption Date) and where "relevant record date" shall mean a date agreed upon between the Agent, the CSD and the Issuer in connection with such repayment. "Market Loan" means bonds, notes or other debt securities (however defined), which are or are intended to be quoted, listed, traded or otherwise admitted to trading on a Regulated Market or a multilateral trading facility (as defined in Directive 2004/39/EC on markets in financial instruments). "Material Adverse Effect" means a material adverse effect on: the business, financial condition or operations of the Group taken as a whole; the Issuer's ability to perform and comply with: (i) (ii) its payment obligations under the Finance Documents; and/or the Issuer's undertakings pursuant to Clause 13 (General Undertakings); or the validity or enforceability of the Finance Documents.

9 7 "Net Interest Bearing Debt" means the aggregate interest bearing debt less Cash and Cash Equivalent Investments of the Group (up to a maximum aggregate amount of (i) SEK 20,000,000 plus (ii) any Cure Amount) in accordance with the applicable accounting principles of the Group from time to time (for the avoidance of doubt, excluding guarantees, bank guarantees, Subordinated Loans, any claims subordinated pursuant to a subordination agreement on terms and conditions satisfactory to the Agent and interest bearing debt borrowed from any Group Company). "Net Proceeds" means the proceeds from the issuance of the Bonds which after deduction has been made for the Transaction Costs (excluding costs relating to the listing of the Bonds), including fees, payable by the Issuer to Danske BankA/S, Danmark, Sverige Filial as sole bookrunner for the services provided in relation to the placement and issuance of the Bonds. "New Properties" shall have the meaning given thereto in the definition of Permitted Restructuring. "Nominal Amount" means in respect of each Bond the Initial Nominal Amount reduced with any amount by which that Bond has been repaid or prepaid in accordance with these Terms and Conditions "Outstanding Nominal Amount" means the total Initial Nominal Amount of the Bonds reduced with any amount repaid and prepaid in accordance with these Terms and Conditions. "Permitted Debt" means any Financial Indebtedness: incurred under the Initial Bonds; arising under any interest rate hedging transactions in respect of payments to be made under any interest bearing debt, but not any transaction for investment or speculative purposes; incurred by the Issuer or any other member of the Ringfenced Group if such Financial Indebtedness constitutes a Subordinated Loan; incurred by a Group Company not being a member of the Ringfenced Group: (i) (ii) from a member of the Ringfenced Group if such Financial Indebtedness is permitted under Clause 13.6; or from another Group Company not being a member of the Ringfenced Group; (e) (f) (g) incurred under Advance Purchase Agreements; incurred by the Issuer if such Financial Indebtedness is incurred as a result of a Subsequent Bond Issue and meets the Maintenance Test on a proforma basis; incurred under any lease agreement entered into by a member of the Ringfenced Group; and <JZ^.

10 8 (h) incurred in the ordinary course of business by any Group Company, provided that such Financial Indebtedness does not in aggregate exceed SEK 1,000,000 at any time. "Permitted Restricted Payment" means: any payment of principal by the Issuer of any Shareholder Loan provided that: (i) (ii) (iii) (iv) the Maintenance Test is met (calculated on a proforma basis including the relevant payment); at least SEK 100,000,000 of principal remains outstanding under the Shareholder Loans; such payment is permitted by law; and no Event of Default is continuing or would result from such payment. any payment of principal under any Subordinated Intragroup Loan provided that: (i) (ii) such loans are not subject to any Security granted under the Security Documents; and no Event of Default is continuing or would result from such payment; (e) any payment of capitalised or accrued interest under any Subordinated Intragroup Loan provided that no Event of Default is continuing or would result from such payment; any payment of dividend to the Issuer or to a wholly-owned Subsidiary of the Issuer; and any capitalisation of accrued interest under any Subordinated Loan. "Permitted Restructuring" means a transfer of the Stinsen Property (or parts thereof) to one or more Group Companies, provided that: if part of the Stinsen Property is transferred by way of Division: (i) (ii) (iii) such Division is duly registered with the Swedish Property Registry (Sw. Inskrivningsmyndigheten or Lantmäteriet); each property following such Division (the "New Properties") are duly registered with the Swedish Property Registry (Sw. Inskrivningsmyndigheten or Lantmäteriet); and all New Properties are jointly mortgaged (Sw. gemensam inteckning) i.e. the existing mortgages certificates in the Stinsen Property are made valid in all the New Properties;

11 9 any new owner of a Property is duly registered as legally qualified owner (Sw. lagfaren ägare); the transfer of the Stinsen Property (or parts thereof) is made subject to the Security created under the Security Documents and any new owner of a Property accedes as pledgor to the relevant Security Document; Security is granted in favour of the Agent and the bondholders (represented by the Agent) over: (i) (ii) (iii) any shares in a Group Company that, directly or indirectly, acquire a Property; any inter-company loans incurred in connection with any transfer of a Property; and each Property (which shall be granted indirectly by way of security for the inter-company loans referred to in paragraph (ii) above) (Sw. vidhängande säkerhet); (e) (f) the documentation of the new Security granted pursuant to paragraph above shall be based on the existing Security Documents; and each new member of the Ringfenced Group providing a loan to another member of the Ringfenced Group accedes to the Subordination Agreement as subordinated intra-group lender. "Permitted Security" means any guarantee or Security: (e) (f) under the Finance Documents; arising by operation of law or in the ordinary course of business (including collateral or retention of title arrangements in connection with Advance Purchase Agreements but, for the avoidance of doubt, not including guarantees or security in respect of any monies borrowed or raised); provided in relation to any lease agreement entered into by a member of the Ringfenced Group; arising under any netting or set off arrangements under financial derivatives transactions or bank account arrangements, including group cash pool arrangements; any guarantees issued in the ordinary course of business by, or for the benefit of or in respect of the obligations of a member of the Ringfenced Group; and any Security securing Permitted Debt referred to under paragraph (h) of Permitted Debt. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organisation,

12 10 government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality. "PropCo Share Pledge Agreement" means the share pledge agreement entered into by the Agent, the Issuer and Stinsen HoldCo in respect of the shares in Stinsen PropCo. "Property Mortgage Agreement" means the mortgage agreement entered into by the Agent, Stinsen HoldCo and Stinsen PropCo in respect of the Stinsen Property. "Properties" means: before completion of the Permitted Restructuring, the Stinsen Property; and on and after completion of the Permitted Restructuring, (i) (ii) if the Stinsen Property is transferred in whole or non-area specific parts (Sw. ideella andelar), the Stinsen Property; and if the Stinsen Property is transferred in part by way of Division, the New Properties. "Quotation Day" means in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period. "Record Date" means the fifth (5) Business Day prior to (i) an Interest Payment Date, (ii) a Redemption Date, (iii) a date on which a payment to the Bondholders is to be made under Clause 15 (Distribution of Proceeds), (iv) the date of a Bondholders' Meeting, or (v) another relevant date, or in each case such other Business Day falling prior to a relevant date if generally applicable on the Swedish bond market. "Redemption Date" means the date on which the relevant Bonds are to be redeemed, repaid or repurchased in accordance with Clause 9 (Redemption and Repurchase of the Bonds). "Reference Banks" means Nordea Bank AB (publ), Skandinaviska Enskilda Banken AB (publ), Swedbank AB (publ) and Danske Bank A/S (or such other banks as may be appointed by the Issuing Agent in consultation with the Issuer. "Reference Dates" means 31 March, 30 June, 30 September and 31 December each as long as any Bonds are outstanding. "Regulated Market" means any regulated market (as defined in Directive 2004/39/EC on markets in financial instruments). "Ringfenced Group" means the Issuer and all its Subsidiaries from time to time over which share security has been granted in favour of the Secured Parties pursuant to the Security Documents. "Secured Obligations" means all present and future obligations and liabilities of the Issuer to the Secured Parties under the Finance Documents, the Agency Agreement; and -...

13 11 for the purposes of the PropCo Share Pledge Agreement and the Structural HoldCo-PropCo Loan Pledge Agreement only, also the Structural Issuer-HoldCo Loan Note; and for the purposes of the Property Mortgage Agreement only, also the Structural HoldCo-PropCo Loan Note. "Secured Parties" means: (e) (f) with respect to the PropCo Share Pledge Agreement; the Bond Secured Parties and the Issuer; with respect to the Structural HoldCo-PropCo Loan Pledge Agreement; the Bond Secured Parties and the Issuer; with respect to the Property Mortgage Agreement; the Bond Secured Parties and Stinsen Holdco; with respect to all other Security Documents entered into on or about the First Issue Date, the Bond Secured Parties; and with respect to any Security Documents entered into in connection with the Permitted Restructuring or otherwise, the Bond Secured Parties and any other Group Company named therein as secured party. "Securities Account" means the account for dematerialised securities maintained by the CSD pursuant to the Central Securities Depositories and Financial Instruments Accounts Act in which (i) an owner of such security is directly registered or (ii) an owner's holding of securities is registered in the name of a nominee. "Security" means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect. "Security Agent" means Nordic Trustee & Agency AB (publ). "Security Documents" means: (e) (f) the pledge agreement entered into by the Agent and the Issuer in respect of the shares in Stinsen HoldCo; the PropCo Share Pledge Agreement; the Property Mortgage Agreement; the pledge agreement entered into by the Agent and the Issuer in respect of the Structural Issuer-HoldCo Loan Note; the Structural HoldCo-PropCo Loan Pledge Agreement; and any other document designated as a Security Document by the Issuer and the Security Agent.

14 12 "Shareholder Loans" means the Alecta Shareholder Loans and the Magnolia Shareholder Loans. "STIBOR" means: the applicable percentage rate per annum displayed on NASDAQ Stockholm's website for STIBOR fixing (or through another website replacing it) as of or around a.m. on the Quotation Day for the offering of deposits in Swedish Kronor and for a period comparable to the relevant Interest Period; or if no rate is available for the relevant Interest Period, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Issuing Agent at its request quoted by the Reference Banks, for deposits of SEK 100,000,000 for the relevant period; or if no quotation is available pursuant to paragraph, the interest rate which according to the reasonable assessment of the Issuing Agent best reflects the interest rate for deposits in Swedish Kronor offered in the Stockholm interbank market for the relevant period. "Stinsen HoldCo" means Sollentuna Stinsen Holding 1 AB, Swedish Reg. No "Stinsen PropCo" means Sollentuna Stinsen Property 1 AB, Swedish Reg. No "Stinsen Property" means Sollentuna Stinsen 2. "Structural HoldCo-PropCo Loan Note" means the downstream loan note from the Stinsen HoldCo to Stinsen PropCo relating to the on-lending of the Net Proceeds. "Structural Issuer-HoldCo Loan Note" means the downstream loan note from the Issuer to Stinsen HoldCo relating to the on-lending of the Net Proceeds. "Structural HoldCo-PropCo Loan Pledge Agreement" means a pledge agreement entered into by the Agent, the Issuer and Stinsen HoldCo in respect of the Structural HoldCo-PropCo Loan Note. "Subordinated Intragroup Loans" means loans provided by a member of the Ringfenced Group to another member of the Ringfenced Group and which are subordinated pursuant to the terms of the Subordination Agreement or secured to the benefit of the Secured Parties. "Subordinated Loans" means any loan incurred by the Issuer or any other member of the Group (including any Shareholder Loans and any Subordinated Intragroup Loans), if: with respect to the Alecta Shareholder Loans, such loan according to the Subordination Agreement, is subordinated to the obligations of the Issuer under these Terms and Conditions;

15 13 with respect to the Magnolia Shareholder Loans, such loan according to its terms and the Subordination Agreement, is subordinated to the obligations of the Issuer under these Terms and Conditions; with respect to any other loan than the Shareholder Loans and the Subordinated Intragroup Loans: (i) (ii) the creditor of such loan accedes to the Subordination Agreement as a subordinated lender; such loan according to its terms and the Subordination Agreement (on terms and conditions satisfactory to the Agent), is subordinated to the obligations of the Issuer under these Terms and Conditions; (e) (f) (g) with respect to each Shareholder Loan, such loan has a final redemption date which occurs after the Final Redemption Date; with respect to each Shareholder Loan, such loan is not evidenced by a negotiable promissory note (Sw. löpande skuldebrev) and no other bearer form document has been issued in respect of such Shareholder Loan; with respect to any other loans than the Shareholder Loans and the Subordinated Intragroup Loans, according to its terms have a final redemption date or, when applicable, early redemption dates or instalment dates which occur after the Final Redemption Date; and with respect to any other loans than the Subordinated Intragroup Loans, according to its terms yield only payment-in-kind interest. "Subordination Agreement" means the subordination agreement dated on or before the First Issue Date initially between, among others, the Issuer, the Agent, Stinsen HoldCo, Stinsen PropCo and each Subordinated Lender (as defined therein), as amended from time to time, pursuant to which all Subordinated Loans shall be subordinated to the Bonds. "Subsequent Bonds" means any Bonds issued after the First Issue Date on one or more occasions. "Subsidiary" means, in relation to any person, any entity (whether incorporated or not), which at any time is a subsidiary (Sw. dotterföretag) to such person, directly or indirectly, as defined in the Companies Act (Sw. aktiebolagslagen (2005:551)). "Swedish Government Bond Rate" means: the interpolated SGB rate between the SGB 12 August 2017 (series 1051) and the SGB 12 March 2019 (series 1052) (mid rates), as determined by the Issuing Agent on or about am on the date of the notification of redemption; and if no quotation is available pursuant to paragraph, the SGB rate which the Issuing Agent deems appropriate for the purpose of the calculation set out in this definition (acting reasonably).

16 14 "Swedish Kronor" and "SEK" means the lawful currency of Sweden. "Transaction Costs" means all fees, costs and expenses, stamp, registration and other taxes incurred by the Issuer or any other member of the Group in connection with the issuance of the Initial Bonds and the listing of the Bonds pursuant to Clause 13.3 (Listing). "Transaction Security" means the Security provided for the Secured Obligations pursuant to the Security Documents. "Valuation" means (i) the initial valuation provided to the Agent and dated 3 April 2017 and (ii) any subsequent valuation of the Properties prepared and issued by an independent and reputable appraiser, specifying the Value of the Properties and delivered pursuant to Clause (Valuation). "Value" means (i) the market value of the Properties pursuant to the most recent Valuation, or (ii) if so requested by the Agent, the average value of the two most recent Valuations. "Written Procedure" means the written or electronic procedure for decision making among the Bondholders in accordance with Clause 18 (Written Procedure). 1.2 Construction Unless a contrary indication appears, any reference in these Terms and Conditions to: (i) (ii) (iii) (iv) (v) "assets" includes present and future properties, revenues and rights of every description; any agreement or instrument is a reference to that agreement or instrument as supplemented, amended, novated, extended, restated or replaced from time to time; a "regulation" includes any regulation, rule or official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; a provision of law is a reference to that provision as amended or reenacted; and a time of day is a reference to Stockholm time. An Event of Default is continuing if it has not been remedied or waived. A notice shall be deemed to be sent by way of press release if it is made available to the public within Sweden promptly and in a non-discriminatory manner. When ascertaining whether a limit or threshold specified in SEK has been attained or broken, an amount in another currency shall be counted on the basis

17 15 of the rate of exchange for such currency against SEK for the previous Business Day, as published by the Swedish Central Bank (Sw. Riksbanken) on its website ( If no such rate is available, the most recently published rate shall be used instead. (e) No delay or omission of the Agent or of any Bondholder to exercise any right or remedy under the Finance Documents shall impair or operate as a waiver of any such right or remedy. 2. Status of the Bonds (e) (f) (g) The Bonds are denominated in SEK and each Bond is constituted by these Terms and Conditions. The Issuer undertakes to make payments in relation to the Bonds and to comply with these Terms and Conditions. By subscribing for Bonds, each initial Bondholder agrees that the Bonds shall benefit from and be subject to the Finance Documents and by acquiring Bonds, each subsequent Bondholder confirms such agreement. The initial nominal amount of each Bond is SEK 1,000,000 (the "Initial Nominal Amount"). The maximum total nominal amount of the Initial Bonds is SEK 300,000,000. All Initial Bonds are issued on a fully paid basis at an issue price of 100 percent, of the Initial Nominal Amount. The Issuer may, at one or several occasions after the First Issue Date, issue Subsequent Bonds (each such issue, a "Subsequent Bond Issue"), until the total amount under such Subsequent Bond Issue(s) and the Initial Bond Issue equals SEK 400,000,000, always provided that the Maintenance Test is met (tested pro forma including such issue). Any Subsequent Bonds shall benefit from and be subject to the Finance Documents, and, for the avoidance of doubt, the ISIN, the interest rate, the Nominal Amount and the final maturity applicable to the Initial Bonds shall apply to Subsequent Bonds. The price of the Subsequent Bonds may be set at a discount to or at a premium compared to the Outstanding Nominal Amount. Each Subsequent Bond shall entitle its holder to Interest in accordance with Clause 8, and otherwise have the same rights as the Initial Bonds. The Bonds constitute direct, unconditional, unsubordinated and secured obligations of the Issuer and shall at all times rank pari passu and without any preference among them. The Bonds are freely transferable but the Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable, under local laws to which a Bondholder may be subject. Each Bondholder must ensure compliance with such restrictions at its own cost and expense. Furthermore, all Bond transfers are subject to these Terms and Conditions and these Terms and Conditions are automatically applicable in relation to all Bond transferees upon completed transfers. No action is being taken in any jurisdiction that would or is intended to permit a public offering of the Bonds or the possession, circulation or distribution of any document or other material relating to the Issuer or the Bonds in any jurisdiction

18 16 3. Use of Proceeds other than Sweden, where action for that purpose is required. Each Bondholder must inform itself about, and observe, any applicable restrictions to the transfer of material relating to the Issuer or the Bonds. The Net Proceeds from the issuance of the Bonds shall be applied against partial repayment of the Alecta Shareholder Loans. 4. Conditions Precedent 4.1 Conditions precedent to the First Issue Date The Issuer shall provide to the Agent, prior to the First Issue Date: (e) (f) copies of certificate of registration and articles of association for the Issuer; copies of necessary corporate resolutions (including authorisations) from the Issuer; a duly executed copy of the Terms and Conditions; a duly executed copy of the Escrow Account Pledge Agreement together with all documents and evidence to be delivered under the Escrow Account Pledge Agreement; a duly executed copy Agency Agreement made between the Issuer and the Agent; and a duly executed copy of the affiliation agreement made between the Issuer and the CSD and evidence that the Initial Bonds will be registered with the CSD. 4.2 The Escrow Account When the Agent is satisfied that it has received the conditions precedent to the First Issue Date set out in Clause 4.1, the Agent shall immediately instruct the Issuing Agent to promptly transfer the Net Proceeds of the Initial Bonds to the Escrow Account. The Escrow Account will be blocked and pledged by the Issuer in favour of the Bondholders (represented by the Agent) under the Escrow Account Pledge Agreement. The pledge over the Escrow Account shall be released when the conditions precedent for disbursement have been fulfilled pursuant to Clause 4.3 below. 4.3 Disbursement of the Net Proceeds from the Initial Bonds The Agent's approval of disbursement from the Escrow Account is subject to the following having been received by the Agent in form and substance satisfactory to the Agent (acting reasonably): (i) an agreed form Compliance Certificate; (ii) a copy of the initial Valuation dated 3 April 2017;

19 17 (iii) (iv) evidence that the Transaction Security has been duly provided and either has been or will be perfected in accordance with the terms of the Finance Documents; and duly executed copies of the Finance Documents (to the extent not already provided under Clause 4.1 above). The Agent may assume that the documentation and evidence delivered to it is accurate, legally valid, enforceable, correct, true and complete unless it has actual knowledge to the contrary, and the Agent does not have to verify or assess the contents of any such documentation. The conditions precedent are not reviewed by the Agent from a legal or commercial perspective of the Bondholders. When the conditions precedent for disbursement set out in Clause 4.3 have been fulfilled to the satisfaction of the Agent (acting reasonably), the Agent shall instruct the bank (with which the Issuer holds the Escrow Account) to transfer the funds from the Escrow Account for the purpose of payments in accordance with Clause 3 (Use of Proceeds) and the Agent shall in connection therewith release the pledge over the Escrow Account. If the conditions precedent for disbursement set out in Clause 4.3 have not been fulfilled to the satisfaction of the Agent (acting reasonably) or waived by the Agent within thirty (30) Business Days from the First Issue Date, the Issuer shall repurchase all Bonds at a price equal to 101 percent, of the Initial Nominal Amount together with any accrued Interest. Any funds distributed by the Agent to the Bondholders in accordance with Clause 4(ii) of the Escrow Account Pledge Agreement shall be deemed to be paid by the Issuer for the redemption under this Clause 4.3. The repurchase date shall fall no later than forty (40) Business Days after the ending of the thirty (30) Business Days period referred to above. 5. Bonds in Book-Entry Form The Bonds will be registered for the Bondholders on their respective Securities Accounts and no physical bonds will be issued. Accordingly, the Bonds will be registered in accordance with the Central Securities Depositories and Financial Instruments Accounts Act. Registration requests relating to the Bonds shall be directed to an Account Operator. Those who according to assignment, Security, the provisions of the Swedish Children and Parents Code (Sw.foraldrabalken (1949:381)), conditions of will or deed of gift or otherwise have acquired a right to receive payments in respect of a Bond shall register their entitlements to receive payment in accordance with the Central Securities Depositories and Financial Instruments Accounts Act. The Issuer (and the Agent when permitted under the CSD's applicable regulations) shall be entitled to obtain information from the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds. At the request of the Agent, the Issuer shall promptly obtain such information and provide it to the Agent.

20 18 (e) For the purpose of or in connection with any Bondholders' Meeting under Clause 17 (Bondholders' Meeting) or any direct communication to the Bondholders under Clause 18 (Written Procedure), the Issuing Agent shall be entitled to obtain information from the debt register kept by the CSD in respect of the Bonds. The Issuer shall issue any necessary power of attorney to such persons employed by the Agent, as notified by the Agent, in order for such individuals to independently obtain information directly from the debt register kept by the CSD in respect of the Bonds. The Issuer may not revoke any such power of attorney unless directed by the Agent or unless consent thereto is given by the Bondholders. 6. Right to Act on Behalf of a Bondholder If any person other than a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain a power of attorney or other proof of authorisation from the Bondholder or a successive, coherent chain of powers of attorney or proofs of authorisation starting with the Bondholder and authorising such person. A Bondholder may issue one or several powers of attorney to third parties to represent it in relation to some or all of the Bonds held by it. Any such representative may act independently under the Finance Documents in relation to the Bonds for which such representative is entitled to represent the Bondholder. The Agent shall only have to examine the face of a power of attorney or other proof of authorisation that has been provided to it pursuant to Clause 6 and may assume that it has been duly authorised, is valid, has not been revoked or superseded and that it is in full force and effect, unless otherwise is apparent from its face. 7. Payments in Respect of the Bonds Any payment or repayment under the Finance Documents, or any amount due in respect of a repurchase of any Bonds requested by a Bondholder pursuant to these Terms and Conditions, shall be made to such person who is registered as a Bondholder on a Securities Account on the Record Date immediately preceding the relevant payment date. If a Bondholder has registered, through an Account Operator, that principal, interest or any other payment shall be deposited in a certain bank account, such deposits will be effected by the CSD on the relevant payment date. In other cases, payments will be transferred by the CSD to the Bondholder at the address registered with the CSD on the Record Date. Should the CSD, due to a delay on behalf of the Issuer or some other obstacle, not be able to effect the payment of amounts according to the aforesaid, the CSD will pay such amount to the relevant Bondholder being registered as such on the Record Date as soon as possible after such obstacle has been removed.

21 19 If, due to any obstacle for the CSD, the Issuer cannot make a payment or repayment, such payment or repayment may be postponed until the obstacle has been removed. Interest shall accrue in accordance with Clause 8 during such postponement. If payment or repayment is made in accordance with this Clause 7, the Issuer and the CSD shall be deemed to have fulfilled their obligation to pay, irrespective of whether such payment was made to a person not entitled to receive such amount, unless the Issuer or the CSD (as applicable) was aware of that the payment was being made to a person not entitled to receive such amount. 8. Interest Each Initial Bond carries Interest at the Interest Rate applied to the Outstanding Nominal Amount from (but excluding) the First Issue Date up to (and including) the relevant Redemption Date. Any Subsequent Bond will carry Interest at the Interest Rate applied to the Outstanding Nominal Amount from (but excluding) the Interest Payment Date falling immediately prior to its issuance up to (and including) the relevant Redemption Date. Interest accrues during an Interest Period. Payment of Interest in respect of the Bonds shall be made to the Bondholders on each Interest Payment Date for the preceding Interest Period. Interest shall be calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/360-days basis). If the Issuer fails to pay any amount payable by it under the Finance Documents on its due date, default interest shall accrue on the overdue amount from (but excluding) the due date up to (and including) the date of actual payment at a rate which is two hundred (200) basis points higher than the Interest Rate for such Interest Period. Accrued default interest shall not be capitalised. No default interest shall accrue where the failure to pay was solely attributable to the Agent or the CSD, in which case the Interest Rate shall apply instead. 9. Redemption and Repurchase of the Bonds 9.1 Redemption at maturity The Issuer shall redeem all, but not only some, of the outstanding Bonds in full on the Final Redemption Date with an amount per Bond equal to the Initial Nominal Amount together with accrued but unpaid Interest. If the Final Redemption Date is not a Business Day, then the redemption shall occur on the first following Business Day. 9.2 Issuer's purchase of Bonds The Issuer may, subject to applicable law, at any time and at any price purchase Bonds on the market or in any other way. The Bonds held by the Issuer may at the Issuer's discretion be retained or sold by the Issuer, but may not be cancelled.

22 Voluntary Total Redemption The Issuer may redeem all, but not only some, of the outstanding Bonds in full with an amount per Bond equal to the Make Whole Amount together with accrued but unpaid Interest. Redemption in accordance with Clause 9.3 shall be made by the Issuer giving not less than fifteen (15) Business Days' notice prior to the relevant Redemption Date to the Bondholders and the Agent and in accordance with the instructions of the Issuer or the Issuing Agent, as applicable, in each case calculated from the effective date of the notice. The notice from the Issuer shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Bondholder to receive the amounts due on such Redemption Date. Any such notice is irrevocable and, upon expiry of such notice, the Issuer is bound to redeem the Bonds in full with the applicable amounts. 9.4 Mandatory Repurchase due to a Change of Control Event Upon a Change of Control Event occurring, each Bondholder shall have the right to request that all, or only some, of its Bonds be repurchased at a price per Bond equal to per cent, of the Initial Nominal Amount together with accrued but unpaid Interest, during a period of sixty (60) Business Days following a notice from the Issuer of the Change of Control Event pursuant to Clause 11.1(f) (the "Exercise Period")(after which time period such right shall lapse). The notice from the Issuer pursuant to Clause 11.1(f) shall specify the repurchase date and include instructions about the actions that a Bondholder needs to take if it wants Bonds held by it to be repurchased. If a Bondholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer shall repurchase the relevant Bonds and the repurchase amount shall fall due on the repurchase date specified in the notice given by the Issuer pursuant to Clause 11.1(f). The repurchase date must fall no later than twenty (20) Business Days after the end of the Exercise Period. No repurchase of Bonds pursuant to this Clause 9.4 shall be required if the Issuer has given notice of a redemption pursuant to Clause 9.3 (Voluntary Total Redemption) provided that such redemption is duly exercised. 9.5 General The Issuer shall comply with the requirements of any applicable securities laws or regulations in connection with the repurchase of Bonds. To the extent that the provisions of such laws and regulations conflict with the provisions in this Clause 9, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Clause 9 by virtue of the conflict. Any Bonds repurchased by the Issuer pursuant to this Clause 9 may at the Issuer's discretion be retained or sold, but may not be cancelled. -