Steen & Strøm AS Securities Note for 2.62 per cent Steen & Strøm AS Senior Unsecured Bond Issue 2015/2022

Transcription

1 Steen & Strøm AS Securities Note for 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 Arrangers: Oslo, 19 February 2016

2 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO mportant information* The Securities Note has been prepared in connection with listing of the securities on the Oslo Børs. The Norwegian FSA ( Finanstilsynet ) has controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. Finanstilsynet has not controlled and approved the accuracy or completeness of the information given in the Securities Note. The control and approval performed by the Norwegian FSA relates solely to descriptions included by the Company according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any form of control or approval of corporate matters described in or otherwise covered by the Securities Note. The Securities Note was approved by the Norwegian FSA on 19 February New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to the expiry of the subscription period. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed. Only the Borrower and the Arrangers are entitled to procure information about conditions described in the Securities Note. nformation procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Securities Note is subject to Norwegian law. n the event of any dispute regarding the Securities Note, Norwegian law will apply. n certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. Verification and approval of the Securities Note by Norwegian FSA implies that the Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are required by the Borrower and the Arrangers to obtain information on and comply with such restrictions. This Securities Note is not an offer to sell or a request to buy bonds. The Securities Note dated 19 February 2016 together with the Registration Document dated 19 February 2016 constitutes the Prospectus. The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek their own independent legal, financial and/or tax advice. Contact the Borrower or the Arrangers to receive copies of the Securities Note. Factors which are material for the purpose of assessing the market risks associated with Bond: The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. n particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Modification and Waiver The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority. Prepared in cooperation with the Arrangers 2 of 13

3 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO The conditions of the Bonds also provide that the Bond Trustee may: take any step necessary to ensure the rights of the Bondholders in all matters pursuant to the terms of the Bond Agreement. The Bond Trustee may postpone taking action until such matter has been put forward to the Bondholders Meeting. reach decisions binding for all Bondholders concerning the Bond Agreement, including amendments to the Bond Agreement, which, in the opinion of the Bond Trustee, do not have a material adverse effect on the rights or interests of the Bondholders pursuant to the Bond Agreement, see however the Bond Agreement clause reach decisions binding for all Bondholders in circumstances other than those mentioned in the Bond Agreement clause provided prior notification to the Bondholders is given, see however the Bond Agreement clause Such notice shall contain a proposal of the amendment and the Bond Trustee s evaluation. Further, such notification shall state that the Bond Trustee may not reach a decision binding for all Bondholders in the event that any Bondholder submits a written protest against the proposal within a deadline set by the Bond Trustee. Such deadline may not be less than five (5) Business Days after the date of such notification. not reach decisions pursuant to the Bond Agreement clauses or for matters set forth in the Bond Agreement clause except to rectify obvious incorrectness, vagueness or incompleteness. not adopt resolutions which may give certain Bondholders or others an unreasonable advantage at the expense of other Bondholders. *The capitalised words in the section "mportant nformation" are defined in Chapter 3: "Detailed information about the securities". Prepared in cooperation with the Arrangers 3 of 13

4 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO ndex: 1 Risk Factors Persons Responsible Detailed information about the securities Additional nformation Appendix: Bond Agreement Prepared in cooperation with the Arrangers 4 of 13

5 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO Risk Factors The ssuer believes that the factors described below represent the principal market risks inherent in investing in the Loan. Occurrence of any risk factors described below may cause inability of the ssuer to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should also read the detailed information set out in the Registration Document dated 19 February 2016 and reach their own views prior to making any investment decision. Risk related to the market in general All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are three main risk factors that sum up the investors total risk exposure when investing in interest bearing securities with a fixed interest rate: liquidity risk, settlement risk and market risk (both in general and issuer specific). Liquidity risk is the risk that a party interested in trading bonds in the Loan cannot do it because nobody in the market wants to trade the bonds. A lack of demand for the bonds may result in a loss for the bondholder. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. n spite of an underlying positive development in the ssuers business activities, the price of a bond may fall independent of this fact. The Loan has been established at a fixed rate, and consequently the coupon doesn t vary with changes in interest rate levels. nvestment in bond loans bearing interest at a fixed rate involves the risk that subsequent changes in market interest rates may adversely affect the value of the Loan. Settlement risk is the risk that the settlement of bonds in the Loan does not take place as agreed. The settlement risk consists of the failure to pay or the failure to deliver the bonds. Market risk is the risk that the value of the Loan will decrease due to the change in value of the market risk factors. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. n spite of an underlying positive development in the ssuers business activities, the price of a bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk compared to loans with a longer tenor and/or with a fixed coupon rate. No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants view of the credit quality of the ssuer as well as established and available credit lines. Prepared in cooperation with the Arrangers 5 of 13

6 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO Persons Responsible 2.1 Persons responsible for the information Persons responsible for the information given in the Securities Note are: Steen & Strøm AS, Støperigt. 1, N-0250 Oslo, Norway. 2.2 Declaration by persons responsible Responsibility statement: Steen & Strøm AS confirms, having taken all reasonable care to ensure that such is the case, that the information contained in the Prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo, 19 February 2016 Prepared in cooperation with the Arrangers 6 of 13

7 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO Detailed information about the securities SN code: NO The Loan/The Reference Name/The Bonds: Borrower/ssuer/Company: Group: Security Type: "2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022. Steen & Strøm AS, registered in the Norwegian Companies Registry with registration number The ssuer and its Subsidiaries, and a Group Company means the ssuer or any of its Subsidiaries. Bond issue with fixed rate. Borrowing Limit Tap ssue: NOK N/A Borrowing Amount/First Tranche: NOK 400,000,000 Denomination Each Bond: NOK 1,000,000 - each and among themselves pari passu ranking. Securities Form: The Bonds are electronically registered in book-entry form with the Securities Depository. Disbursement/Settlement/ssue Date: 8 June nterest Bearing From and ncluding: nterest Bearing To: Disbursement/Settlement/ssue Date. Maturity. Maturity: 8 June Coupon Rate: Day Count Fraction - Coupon: Business Day Convention: 2.62 per cent p.a. 30/360 in arrears. Unadjusted. No adjustment will be made, notwithstanding the period end date occurs on a day that is not a Business Day, and if such date is not a Business Day, payments of interest will be made on the first following day that is a Business Day (No Adjustments of Business Day). nterest Payment Date: Each 8 June in each year. The first being 8 June #Days first term: ssue Price: Yield: Business Day: Put Option: 360 days. 100 % (par value). Dependent on the market price. On 18 February 2016 the yield was indicated to 2.85 % p.a. Any day when the Norwegian Central Bank s Settlement System is open and when Norwegian banks can settle foreign currency transactions. Upon the occurrence of a Change of Control Event each Bondholder shall have a right of pre-payment (a Put Option ) of its Bonds at a price of 101 % of par plus accrued interest. The Put Option must be exercised within two months after the ssuer has given notification to the Bond Trustee and the Bondholders of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place. Prepared in cooperation with the Arrangers 7 of 13

8 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO The Put Option may be exercised by the Bondholders by giving written notice of the request to its account manager. The account manager shall notify the Paying Agent of the pre-payment request. The settlement date of the Put Option shall be fifteen 15 Business Days following the date when the Paying Agent received the repayment request. Call Option: Account Manager: Change of Control Event: Decisive nfluence: N/A Means a Bondholder s account manager in the Securities Depository. A change of Control Event occurs if any person or group of persons acting in concert, other than Klepierre or Stichting Pensioenfonds ABP, gains control of more than 50% of the ssuer`s share capital or voting rights and this entity at that time does not have a public credit rating or have a rating which is lower than Klepierre s credit rating. (a) Acting in concert means acting together pursuant to an agreement of understanding (whether formal or informal); and (b) Control means having the power to direct the management and polices of an entity, whether through the ownership of voting capital, by contract or otherwise. Means a person having, as a result of an agreement or through the ownership of shares or interests in another person: 1) A majority of the voting rights in that other person; or 2) A right to elect or remove a majority of the members of the board of directors of the other person, When determining the relevant person s number of voting rights in the other person or the right to elect and remove members of the board of directors, rights held by the parent company of the relevant person and the parent company s Subsidiaries shall be included. Subsidiary: Amortisation: Redemption: Status of the Loan and security: Means a company over which another company has Decisive nfluence. The Bonds will run without installments and be repaid in full at Maturity at par. Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May no 18, pt. 3 years for interest rates and 10 years for principal. The ssuers payment obligations under the Bond Agreement shall rank ahead of all subordinated payment obligations of the ssuer and shall rank at least pari passu with all the ssuer s other obligations, save for (i) secured obligations to the extent they are secured and (ii) obligations which are mandatorily preferred by law. The Bonds are unsecured. Undertakings: The ssuer undertakes not to (either in one action or as several actions, voluntarily or involuntarily): (a) ensure that its obligations under the Bond Agreement shall at all time rank at least pari passu as set out in clause 3.3 in the Bond Agreement, (b) not, and shall ensure that no Group Company shall, carry out any merger or other business combination or corporate Prepared in cooperation with the Arrangers 8 of 13

9 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO reorganization involving a consolidation of the assets and obligations of the ssuer or any of the Subsidiaries with any other companies or entities if such transaction would have a Material Adverse Effect, (c) not, and shall ensure that no other Group Company shall, carry out any de-merger or other corporate reorganization involving a split of the ssuer or any of the Subsidiaries into two or more separate companies or entities, if such transaction would have a Material Adverse Effect, (d) not cease to carry on its business, and shall procure that no substantial change is made to the general nature of the business of the Group, (e) not, and shall procure that no other Group Company shall, sell or otherwise dispose of all or substantial part of the Group s assets or operations unless; (i)the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and (ii)such transaction would not have a Material Adverse Effect, (f) not, and the ssuer shall ensure that no other Group Company shall, enter into any transaction with any person except on arm s length terms and for fair market value, (g) not change its type of organization or jurisdiction of incorporation, and (h) ensure that all other Group Companies shall carry on its business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations it or they may be subject to from time to time. The ssuer undertakes to comply with the following financial covenant during the term of the Bond ssue: Equity Ratio: The ssuer shall ensure that the Group, on a consolidated basis, at all times maintains a Book Equity which constitutes more than 20 % of Total Assets. The Equity Ratio shall be calculated on each 30 June and 31 December, and reported in accordance with clause d) and e) in the Bond Agreement. Book Equity: Total Assets: Material Adverse Effect: Listing: The aggregate consolidated book value of the Group s total equity treated as equity accordance with GAAP, as set out in the most recent financial statements (or, if more recent, the latest interim reports) of the ssuer. The aggregate consolidated book value of the Group s total assets which are treated as assets in accordance with GAAP, as set out in the then most recent financial statements (or, if more recent, the latest interim reports) of the ssuer. A material adverse effect on: (a) the business, financial condition or operations of the ssuer and or the Group (taken as a whole), (b) the ssuer s ability to perform and comply with its obligations under the Bond Agreement, or (c) the validity or enforceability of the Bond Agreement. At Oslo Børs (the Exchange ). An application for listing will be sent after the Disbursement Date and as soon as possible after the Prospectus has been approved by the Norwegian FSA (see mportant notice on page 2 for duties Prepared in cooperation with the Arrangers 9 of 13

10 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO and responsibility of the Norwegian FSA). The Prospectus will be published in Norway. f the Bonds are listed, the ssuer shall ensure that the Bonds remain listed until they have been discharged in full. Prospectus: Purpose: Approvals: The Securities Note dated 19 February 2016 together with the Registration Document dated 19 February 2016 constitutes the Prospectus. The purpose of the ssue is general financing of the ssuer. The Bonds were issued in accordance with the ssuer's Board of Directors approval dated 28 November The Prospectus will be sent to the Norwegian FSA and Oslo Børs ASA for control and approval in relation to a listing application of the Loan. Bond Agreement: The Bond Agreement has been entered into between the Borrower and the Bond Trustee. The Bond Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Bond Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When Bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. The Bond Agreement is attached to this Securities Note and is also available through the Arrangers or from the Borrower. Bondholders meeting: At the Bondholders meeting each Bondholder has one vote for each bond he owns. n order to form a quorum, at least half (1/2) of the voting bonds must be represented at the meeting. See also clause 5.4 in the Bond Agreement. Even if less than half (1/2) of the voting bonds are represented, the Bondholders Meeting shall be held and voting completed. Resolutions shall be passed by simple majority of the votes at the Bondholders' Meeting, unless otherwise set forth in clause in the Bond Agreement. n the following matters, a majority of at least 2/3 of the votes is required: a) any amendment of the terms of the Bond Agreement regarding the Coupon, the tenor, redemption price and other terms and conditions affecting the cash flow of the Bonds; b) transfer of rights and obligations of the Bond Agreement to another issuer, or c) change of Bond Trustee. (For more details, see also Bond Agreement clause 5) Availability of the Documentation: Bond Trustee: Nordic Trustee ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. The Bond Trustee shall monitor the compliance by the ssuer of its obligations under the Bond Agreement and applicable laws and regulations which are relevant to the terms of the Bond Agreement, including supervision of timely and correct payment of principal or interest, inform the Bondholders, the Paying Agent and the Exchange of relevant information which is obtained and Prepared in cooperation with the Arrangers 10 of 13

11 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO received in its capacity as Bond Trustee (however, this shall not restrict the Bond Trustee from discussing matters of confidentiality with the ssuer), arrange Bondholders meetings, and make the decisions and implement the measures resolved pursuant to the Bond Agreement. The Bond Trustee is not obligated to assess the ssuer s financial situation beyond what is directly set forth in the Bond Agreement. (For more details, see also Bond Agreement clause 6) Arrangers: Danske Bank A/S, Søndre Gate 13-15, N-7466 Trondheim, Norway, and DNB Bank ASA, Dronning Eufemias gt 30, N-0191 Oslo, Norway Paying Agent: DNB Bank ASA, Verdipapirservice, Dronning Eufemias gt 30, N Oslo, Norway. The Paying Agent is in charge of keeping the records in the Securities Depository. Securities Depository: The Securities depository in which the Loan is registered, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository. On Disbursement Date the Securities Depository is Verdipapirregisteret ( VPS ), Postboks 4, N-0051 Oslo, Norway. Eligible purchasers: Restrictions on the free transferability: Market-Making: Estimate of total expenses related to the admission to trading: Legislation under which the Securities have been created: Fees and Expenses: The Bonds are not being offered to and may not be purchased by investors located in the United States except for Qualified nstitutional Buyers (QBs) within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended ( Securities Act ). Each U.S. investor that wishes to purchase Bonds will be required to execute and deliver to the ssuer a certification in a form to be provided by the ssuer stating, among other things, that the investor is a QB. The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. Bondholders located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the Bondholder reasonably believes is a QB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the Securities Act or (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 there under (if available). The Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued. There is no market-making agreement entered into in connection with the Loan. Prospectus fee (NFSA) Registration Document NOK 60,000 Prospectus fee (NFSA) Securities Note NOK 15,600 Listing fee 2016 (Oslo Børs): NOK 15,800 Registration fee (Oslo Børs): NOK 5,350 Norwegian law. The Borrower shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law. Prepared in cooperation with the Arrangers 11 of 13

12 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO Additional nformation The involved persons in Steen & Strøm AS have no interest, nor conflicting interests that are material to the Loan. Steen & Strøm AS has mandated Danske Bank A/S and DNB Bank ASA as Arrangers for the issuance of the Loan. The Arrangers have acted as advisor to Steen & Strøm AS in relation to the pricing of the Loan. Statement from the Arrangers: Danske Bank A/S and DNB Bank ASA have assisted the Borrower in preparing the Prospectus. Danske Bank A/S and DNB Bank ASA have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Arrangers expressly disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this Prospectus or any other information supplied in connection with bonds issued by Steen & Strøm AS or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this Prospectus acknowledges that such person has not relied on the Arrangers or on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Trondheim / Oslo, 19 February 2016 Listing of the Loan: The Prospectus will be published in Norway. An application for listing at Oslo Børs will be sent as soon as possible after the ssue Date. Each bond is negotiable. Prepared in cooperation with the Arrangers 12 of 13

13 Securities Note 2.62 per cent Steen & Strøm AS Senior Unsecured Bond ssue 2015/2022 SN NO Appendix: Bond Agreement Prepared in cooperation with the Arrangers 13 of 13

14 Nordic Trustee ASA Bond Agreement Entered into: 1 June 2015 between the ssuer: Steen & Strøm AS Company No and the Bond Trustee: Nordic Trustee ASA Company No on behalf of the Bondholders 2,62 Steen & Strøm AS Senior Unsecured Open Bond ssue in: 2015/2022 with SN: NO The ssuer undertakes to issue the Bonds in accordance with the terms set forth in this Bond Agreement. 1. Terms of the ssue The terms of the ssue are as follows, supplemented by the definitions and clarifications set forth in Section 2: Maximum Amount: NA NA nitial Amount: 400,000,000 Four hundred million Face Value: 1,000,000 Currency: ssue Date: 8 June 2015 Maturity Date: 8 June 2022 Redemption Price: NOK (Norwegian kroner) 100 % of Face Value Call: NA NA Put: Upon a Change of Control Event, see Section Coupon Accrual Date: Coupon: Reference Rate: Margin: Coupon Date: ssue Date 2,62%p.a. NA NA Day Count Fraction: 30/360 Additional Return: Business Day Convention: Listing: Exchange: 8 June each year. NA No adjustment YES Oslo Børs NT

15 2. Clarifications and definitions Nordic Trustee ASA When used in this Bond Agreement, the following words and terms shall have the following meaning and definition: Additional Return: Attachment: Bond Agreement: Bond Trustee: Bondholder: Bondholders' Meeting: Bonds: Book Equity: Business Day: Business Day Convention: Change of Control: f YES is specified, certain conditions set forth in Attachment apply regarding yield. fna is specified, no provisions regarding Additional Return apply. Any attaclunents to this Bond Agreement. This agreement including any Attachments to which it refers, and any subsequent amendments and additions agreed between the parties hereto. Nordic Trustee ASA or its successor(s). Holder of Bond(s) as registered in the Securities Register. Meeting of Bondholders as set forth in Section S of'this Bond Agreement. Securities issued pursuant to this Bond Agreement and which is registered in the Securities Register, each a "Bond". The aggregate consolidated book value of the Group's total equity treated as equity accordance with GAAP, as set out in the most recent Financial Statements (or, if more recent, the latest nterim Reports) of the ssuer. Any day when the Norwegian Central Bank's Settlement System is open and when Norwegian banks can settle foreign currency transactions. Convention for adjusting any relevant payment date ("Payment Date") if it would otherwise fall on a day that is not a Business Day; (i) f Modified Business Day is specified, the applicable Payment Date shall be the fust following Business Day. (ii) f Modified Following Business Day is specified, the applicable Payment Date shall be the first following Business Day unless that day falls in the next calendar month, in which case the date shall be the first preceding Business Day. (iii) f No Adjustment is specified, the applicable Coupon Payment Date shall not be adjusted even if that day is not a Business Day (payments shall be made on the first following Business Day). A change of Control Event occurs if any person or group of persons acting in concert, other than Klepierre or Stichting Pensioenfonds ABP, gains control of more than 50% of the ssuer's share capital or voting rights and this entity at that time does not have a public credit rating or have a rating which is lower than Klepierre's credit rating. (a) Acting in concert means acting together pursuant to an agreement of understanding (whether formal or informal); and (b) Control means having the power to direct the management and polices of an entity, whether through the ownership of voting capital, by contract or otherwise. 2 NT! i ~!! r. ~! ~ i u H i!,! i ff i l i!

16 Coupon: Coupon Accrual Date: Coupon Date: Currency: Day Count Fraction: Decisive nfluence: Nordic Trustee ASA Rate of interest applicable to the Bonds; (i) f the Coupon is stated in percentage points, the Bonds shall bear interest at this rate per annum (based on the Day Count Fraction set forth in Section 1), from and including the Coupon Accrual Date to the Maturity Date. (ii) f the Coupon is stated as Reference Rate + Margin the Bonds shall bear interest at a rate per annum equal to the Reference Rate + Margin (based on the Day Count Fraction set forth in Section 1), from and including the Coupon Accrual Date to the first Coupon Date, and thereafter from and including each Coupon Date to the next Coupon Date until Maturity Date. f the Coupon becomes negative, the Coupon shall be deemed to be zero The date on which interest on the Bond starts to accrue. fna is specified, Coupon Accrual Date does not apply. Date(s) on which the payment of Coupon falls due. The Coupon Date shall be adjusted pursuant to the Business Day Convention. The currency in which the Bonds are denominated. The convention for calculation of payment of Coupon. (i) f 30/360 is specified, the number of days in the relevant coupon period shall be calculated from and including the Coupon Accrual Date/Coupon Date to the next Coupon Date on basis of a year of360 days with 12 months of30 days divided by 360, unless (a) the last day in the relevant coupon period is the 31 st calendar day but the first da~ of the relevant coupon period is a day other than the 301 or the 31 st day of a month, in which case the month that includes that last day shall not be shortened to a 3 O-day month, or (b) the last day of the relevant coupon period is the last calendar day in February, in which case February shall not be considered to be lengthened to a 3D-day month. (ii) f Actual/360 is specified, the actual number of days in the relevant coupon period shall be from and including the Coupon Accrual Date/Coupon Date to the next Coupon Date. The number of days shall be divided by 360. Means a person having, as a result of an agreement or through the ownership of shares or interests in another person: 1) A majority of the voting rights in that other person; or 2) A right to elect or remove a majority of the members of the board of directors of the other person, i i (! When determining the relevant person's number of voting rights in the other person or the right to elect and remove members of the board of directors, rights held by the parent company of the relevant person and the parent company's Subsidiaries shall be included. Event of Default: The occurrence of an event set forth in Clause 3.8. Exchange: Exchange or other recognized marketplace for securities, on which the ssuer has, or has applied for, listing of the Bonds. fna is specified, the terms of this Bond Agreement covering Exchange do not apply. Face Value: The face value of each Bond. 3 [ NT ill

17 Nordic Trustee ASA Financial ndebtedness: Financial nstitution Financial Statements GAAP: Group nitial Amount: nterim Date: nterim Report: Any indebtedness incurred in respect of: (a) moneys borrowed, including acceptance credit; (b) any bond, note, debenture, loan stock 01' other similar instrument; (c) the amount of any liability in respect of any lease, hire purchase contract which would, in accordance with GAAP, be treated as a fmance 01' capital lease; C d) receivables sold or discounted (other than any receivables sold on anon-recourse basis); Ce) any sale and lease-back transaction, or similar transaction which is treated as indebtedness under GAAP; (f) the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset; (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price, including without limitation currency or interest rate swaps, caps or collar transactions C and, when calculating the value of the transaction, only the mark-to-market value shall be taken into account); (h) any amounts raised under any other transactions having the commercial effect of a borrowing or raising of money, whether recorded in the balance sheet or not (including any forward sale of purchase agreement); (i) 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 institutions; and G) (without double counting) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any of the items referred to in (a) through (i) above. Entity with authorization according to the Norwegian Financial nstitution Act (1988/40). The audited unconsolidated and consolidated annual accounts and fmancial statements of the ssuer for any financial year, drawn up according to GAAP, such accounts to include a profit and loss account, balance sheet, cash flow statement and report from the Board of Directors. Means the generally accepted accounting practice and principles in the country in which the ssuer is incorporated including, if applicable, the nternational Financial Reporting Standards (FRS) and guidelines and interpretations issued by the nternational Accounting Standards Board (or any predecessor and successor thereof), in force from time to time. The ssuer and its Subsidiaries, and a "Group Company" means the ssuer or any of its Subsidiaries. The amount equal to the aggregate Face Value of the Bonds (minimum) issued under the first ssue. Each 30 June and 31 December. The unaudited consolidated management accounts of the ssuer as of each nterim Date, such accounts to include a profit and loss account, balance sheet, cash flow statement and management 4 NT -- fy!.

18 Nordic Trustee ASA S N: ssue: ssue Date: ssuer: ssuer's Bonds: Listing: Margin: Material Adverse Effect: Maturity Date: Maximum Amount: NB OR: Outstanding Bonds: Paying Agent: Put: Redemption Price: commentary. The identification number of the Bonds (nternational Securities dentification Number). Any issue of Bonds pursuant to this Bond Agreement. The date of the first ssue. The person 01' entity that has issued the Bonds and is the borrower (debtor). Bonds owned by the ssuer, any party who has decisive influence over the ssuer, or any party over whom the ssuer has decisive influence. ndicates listing of the Bonds. f YES is specified, the ssuer shall submit an application in order to have the Bonds listed on the Exchange(s). f NO is specified, no obligation for listing applies, but the ssuer may, at its own discretion, apply for listing. Margin expressed in percentage points to be added to the Reference Rate (if the Margin is negative, it shall be deducted from the Reference Rate). fna is specified, no Margin applies. A material adverse effect on: (a) the business, financial condition or operations of the ssuer and or the Group (taken as a whole), Cb) the ssuer's ability to perform and comply with its obligations under the Bond Agreement, Ol' (c) the validity or enforceability of the Bond Agreement. The date on which the Bonds fall due. The Maturity Date shall be adjusted pursuant to the Business Day Convention. Amount stating the maximum aggregate Face Value of Bonds which may be issued pursuant to this Bond Agreement. fna is specified, the aggregate Face Value of the Bonds issued may not exceed the amount specified as the nitial Amount. (Norwegian nterbank Offered Rate) nterest rate fixed for a defined period on Oslo Børs' webpage at approximately Oslo time. n the event that such page is not available, has been removed or changed such that the quoted interest rate no longer represents, in the opinion of the Bond Trustee, a correct expression of the Reference Rate, an alternative page or other electronic source which in the opinion of the Bond Trustee and the ssuer gives the same interest rate as the initial Reference Rate shall be used. f this is not possible, the Bond Trustee shall calculate the Reference Rate based on comparable quotes from major banks in Oslo. The aggregate value of the total number of Bonds not redeemed or otherwise discharged in the Securities Register. The entity acting as registrar for the Bonds in the Securities Register and paying agent on behalf of the ssuer in the Securities Register. Bondholders' right to demand early redemption of Bonds at date(s) stated (the "Put Date") and corresponding price(s) (the "Put Price"), ref. Clause 3.6 and 3.7. The Put Date shall be adjusted pursuant to the Business Day Convention. fna is specified, the provisions regarding Put do not apply. The price, stated as a percent of the Face Value, at which the Bonds shall be redeemed on the Maturity Date. 5 Nr 7V

19 Nordic Trustee ASA Reference Rate: Reset Date: Securities Register: Subsidiary: Total Assets: Voting Bonds: NBOR rounded to the nearest thousandth of a percentage point on each Reset Date, for the period stated. fna is specified, Reference Rate does not apply. Dates on which the Coupon is fixed for the subsequent coupon period for Bonds where Reference Rate applies. The first Reset Date is two Business Days before the Coupon Accrual Date. Thereafter the Reset Date is two Business Days prior to each Coupon Date. The securities register in which the Bonds are registered. Means a company over which another company has Decisive nfluence. The aggregate consolidated book value of the Group's total assets which are treated as assets in accordance with GAAP, as set out in the then 1110st recent Financial Statements (01', if more recent, the latest nterim Reports) of the ssuer. Outstanding Bonds less ssuer's Bonds. 6

20 3. Other terms of the ssue Nordic Trustee ASA 3.1. The purpose of the ssue The purpose of the ssue is general financing of the ssuer Listing and prospectus n the event that the Bonds are listed on the Exchange, matters concerning the listing requiring the approval of the Bondholders shall be resolved pursuant to the terms of this Bond Agreement n the event that the Bonds are listed on the Exchange, the ssuer shall submit the documents and the information necessary to maintain the listing The ssuer shall ensure that-this Bond Agreement shall be incorporated in any prospectus and other subscription or information materials related to the Bonds Status The ssuers payment obligations under this Bond Agreement shall rank ahead of all subordinated payment obligations of the ssuer and shall rank at least pari passu with all the ssuer's other obligations, save for (i) secured obligations to the extent they are secured and (ii) obligations which are mandatorily preferred by law Security The Bonds are unsecured Covenants The ssuer undertakes not to (either in one action or as several actions, voluntarily 01' involuntarily): (a) ensure that its obligations under this Bond Agreement shall at all time rank at least pari passu as set out in Clause 3.3, (b) not, and shall ensure that no Group Company shall, carry out any merger or other business combination 01' corporate reorganization involving a consolidation of the assets and obligations of the ssuer or any of the Subsidiaries with any other companies or entities if such transaction would have a Material Adverse Effect, C c) not, and shall ensure that no other Group Company shall, carry out any de-merger or other corporate reorganization involving a split of the ssuer or any of the Subsidiaries into two or more separate companies or entities, if such transaction would have a Material Adverse Effect, (d) not cease to carry on its business, and shall procure that no substantial change is made to the general nature of the business of the Group, ( e) not, and shall procure that no other Group Company shall, sell or otherwise dispose of all or substantial part of the Group's assets or operations unless; (i) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and (ii) such transaction would not have a Material Adverse Effect, 7 NT {7f

21 Nordic Trustee ASA Cf) not, and the ssuer shall ensure that no other Group Company shall, enter into any transaction with any person except on arm's length tenus and for fair market value, Cg) not change its type of organization or jurisdiction of incorporation, and (h) ensure that all other Group Companies shall carry on its business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations it or they may be subject to from time to time Financial Covenants The ssuer undertakes to comply with the following financial covenant during the term of the Bond ssue: Equity Ratio: The ssuer shall ensure that the Group, on a consolidated basis, at all times maintains a Book Equity which constitutes more than 20 % of Total Assets. The Equity Ratio shall be calculated on each nterim Date, and reported in accordance with Clause d) and e) For information covenants, see Clause Payments On each Coupon Date the ssuer shall in arrears pay the accrued Coupon amount to the Bondholders On the Maturity Date the ssuer shall pay in respect of each Bond the Face Value multiplied by the Redemption Price to the Bondholders On the Maturity Date the ssuer shall pay any Additional Return (if applicable) to the Bondholders The ssuer may 110t apply any counterclaims in set-off against its payment obligations pursuant to this Bond Agreement f exercising Put, the ssuer shall at the relevant date indicated under Put pay to the Bondholders the Face Value of the Bonds to be redeemed multiplied by the relevant price for the relevant date plus accrued Coupon on the redeemed Bonds Amounts payable to the Bondholders by the ssuer shall be available to the Bondholders on the date the amount is due pursuant to this Bond Agreement n the event that the ssuer has not fulfilled its payment obligations pursuant to this Bond Agreement, regardless of whether an Event of Default has been declared or not, interest shall accrue on the amount due at the higher of: (i) the seven day NBOR plus 3.0 percentage points (to be fixed two Business Days before due date and thereafter weekly), and. (j) the applicable Coupon at the due date plus 3.0 percentage points. Default interest shall be added to the amount due on a monthly basis and accrue interest together with this (compound interest) Exercise of Put 8 NT J

22 Nordic Trustee ASA Upon the occurrence of a Change of Control Event each Bondholder shall have a right of pre-payment (a "Put Option") of its Bonds at a price of 101 % of par plus accrued interest. The Put Option must be exercised within two months after the ssuer has given notification to the Bond Trustee and the Bondholders of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place. The Put Option may be exercised by the Bondholders by giving written notice of the request to its Account Manager. The Account Manager shall notify the Paying Agent of the pre-payment request. The settlement date of the Put Option shall be fifteen -15- Business Days following the date when the Paying Agent received the repayment request Events of default The Bond Trustee may declare the Bonds to be in default upon the OCCU11'ence of any of the following events: (a) the ssuer fails to fulfil any payment obligation due under this Bond Agreement when due, unless, in the opinion of the Bond Trustee, it is likely that such payment will be made in full within five Business Days following the original due date, (b) the ssuer does not comply with any provision pursuant to this Bond Agreement, unless, in the opinion of the Bond Trustee, such failure is capable of being remedied and is remedied within ten Business Days after notice thereof is given to the ssuer by the Bond Trustee, (c) if for the ssuer or any other Group Company: (i) any Financial ndebtedness is 110t paid when due nor within any originally applicable grace period; (ii). any Financial ndebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); (iii) any commitment for any Financial ndebtedness is cancelled 01' suspended by a creditor as a result of an event of default "(however described); or (iv) any creditor becomes entitled to declare any Financial ndebtedness due and payable prior to its specified maturity as a result of an event of default (however described), always provided that a threshold in the aggregate amount of Financial ndebtedness or commitment for Financial ndebtedness falling within paragraphs (i) to (iv) above of a total ofnok 10million, or the equivalent thereof in other currencies, shall apply, (d) any representation, warranty 01' statement (including statements in compliance certificates) made under this Bond Agreement or in connection therewith is or proves to have been incorrect, inaccurate or misleading in any material respect when made or deemed to have been made, ( e) a Group Company is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness of any member of the Group, 9

23 Nordic Trustee ASA (f) if for any Group Company any corporate action, legal proceedings or other procedure step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) other than solvent liquidation or reorganization; (H) a composition, compromise, assignment 01' arrangement with any creditor, having an adverse effect on the ssuer's ability to perform its payment obligations hereunder; (iii) the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager or other similar officer of any of its assets; or (iv) its dissolution, if such dissolution would have a Material Adverse Effect; or any analogous procedure or step is taken in any jurisdiction,. (g) any Group Company has a substantial proportion of the assets impounded, confiscated, attached or subject to distraint, or is subject to enforcement of any Security over any of its assets, (h) it is or becomes impossible or unlawful for any Group Company to fulfil or perform any of the terms of this Bond Agreement, (i) any other event or circumstance occurs which, in the reasonable opinion of the Bond Trustee, after consultations with the ssuer, would have a Material Adverse Effect, G) the ssuer becomes subject to insolvency or enforcement proceedings, is taken under public administration, enters into debt negotiations, admit to insolvency or if a substantial proportion of the ssuer's assets are impounded, confiscated or subject to distraint, (le) the ssuer is resolved to be dissolved, (1) the ssuer has in respect of the Bonds or this Bond Agreement (in the reasonable discretion ofthe Bond Trustee) in any material respect made any incorrect or misleading - or otherwise failed to make - representation, warranty, statement or certificate of compliance, or (m) the ssuer is in a situation which, in the reasonable opinion ofthe Bond Trustee, after consultations with the ssuer, provides reason to assume that the ssuer will be unable to fulfil its obligations under this Bond Agreement. 4. Other terms and conditions 4.1. Conditions precedent The Bond Trustee shall have received the following documentation, no later than 2 - two - Business Days prior to the ssue Date: (a) this Bond Agreement duly signed, (b) confirmation that the relevant individuals are authorised to sign on behalf of the ssuer this Bond Agreement and other relevant documents in relation hereto, (Company Certificate, Power of Authority etc.), 10 NT -_ f