Indicative Term Sheet ISIN NOK: [ ] ISIN EUR: [ ] EXMAR Netherlands BV Senior Unsecured Bond Issue 2017/2020 (the Bonds or the Bond Issue ) Settlement Date: [ ] June 2017 Issuer: Parent: Guarantor: Obligors: Group: Currency: Issue Amount: EXMAR Netherlands BV (a private limited liability corporation incorporated in the Netherlands with registration no. NOL852271517). EXMAR NV (a public limited liability corporation incorporated in Belgium with registration number no. 0860 409 202) The Parent Means the Issuer and the Parent. Means the Parent and all its (directly or indirectly owned) Subsidiaries from time to time, and a Group Company means the Parent or any of its Subsidiaries. NOK and EUR The aggregate of: Coupon Rate: In respect of : Margin: [8.00-8.50]%. (i) EUR [ ] million (the EUR Tranche ); and (ii) NOK [ ] million (the NOK Tranche ). The Issue Amount shall in aggregate not exceed the equivalent of USD 150 million. (i) EUR Tranche: 3 months EURIBOR + Margin p.a., quarterly interest payments. EURIBOR floor of zero will apply; and (ii) NOK Tranche: 3 months NIBOR + Margin p.a., quarterly interest payments. NIBOR floor of zero will apply. Settlement Date: [ ] June 2017. Notice is expected to be given to subscribers minimum two (2) banking days prior to Settlement Date. Final Maturity Date: First Interest Payment Day: [ ] June 2020 (3 years after Settlement Date). [ ] 2017 (3 months after Settlement Date). page 1
Last Interest Payment Day: Interest Payments: Issue Price: Amortization: Final Maturity Date. Interest on the Bonds will start to accrue on the Settlement Date and shall be payable quarterly in arrears on the interest payment day in March, June, September and December each year (each an Interest Payment Day ). Day-count fraction for coupon is actual/360 and business day convention shall be modified following and business day venue shall be Oslo and Brussels. 100% of par value. The Bonds shall be repaid in full at Final Maturity Date at 100% of par value. Prior to the Final Maturity Date the Bonds may be partly or wholly redeemed by (i) Mandatory Prepayment (as defined below) or (ii) under a Buy-Back Offer (as defined below). Any prepayment of Bonds shall always be allocated pro rata based on outstanding principal under the EUR Tranche and the NOK Tranche respectively (and for each tranche together with accrued interest on the redeemed Bonds). Nominal Amount: Minimum Subscription: Purpose of the Bond Issue: Existing Bond: Status of the Bonds: Guarantee: The Bonds will have a nominal value of: (i) EUR 1 each for the EUR Tranche; and (ii) NOK 1 each for the NOK Tranche. Minimum subscription amount and allotment shall be: (i) EUR 100,000 with integral multiples of EUR 100,000 in excess thereof for the EUR Tranche; and (ii) NOK 1,000,000 with integral multiples of NOK 1,000,000 in excess thereof for the NOK Tranche. The net proceeds from the Bonds shall be used (i) to repay the Existing Bond (as defined below), and (ii) for general corporate purposes. The bond with ISIN NO 0010714512 issued by the Issuer pursuant to the bond agreement dated 4 July 2014 as amended 29 September 2014, and with maturity 7 July 2017. The Bonds shall rank as senior unsecured debt of the Issuer and contingent senior unsecured debt obligations in form of the Guarantee for the Parent. The Bonds shall rank at least pari passu with other senior unsecured debt of the Issuer, except for obligations which are mandatorily preferred by law. The Bonds shall rank ahead of subordinated capital. The obligations of the Issuer under the Bond Terms will not be secured by any mortgage, pledge or other security. All amounts outstanding under the Bond Issue to the Bond Trustee and the Bondholders, including but not limited to interest and expenses, shall be guaranteed by a Norwegian law irrevocable guarantee (Nw: selvskyldnerkausjon) from the Guarantor (the Guarantee ). The Guarantee shall be established prior to or in connection with the release of funds to the Issuer as described in more detail under Conditions Precedent below. Conditions Precedent: Disbursement of the net proceeds from the Bond Issue to the Issuer will be subject to the fulfilment of certain conditions precedent, to the satisfaction of the Bond Trustee, as customary for these types of transactions, including but not limited to: page 2
a) the Bond Terms duly executed; b) an agreement between the Bond Trustee and the Issuer related to expenses and fees duly executed; c) the Guarantee duly executed; d) the AGM Undertaking (as defined below) duly executed by the Parent and Saverex N.V.; e) copies of all corporate documents and necessary corporate resolutions of each Obligor, to issue the Bonds and execute the Finance Documents, and (with respect to the Parent) to execute the AGM Undertaking; f) copies of all corporate documents and necessary corporate resolutions of Saverex N.V. to execute the AGM Undertaking; g) evidence of fully committed USD 200 million post-delivery financing of the Caribbean FLNG (as defined below), subject only to final documentation including customary conditions precedent related to delivery of the Caribbean FLNG; h) confirmation from the Issuer that no potential or actual Event of Default has occurred or is likely to occur as a result of the issuance of the Bonds; i) all legal opinions have been received in form and substance satisfactory to the Bond Trustee; and j) any other Finance Documents are in acceptable form and are duly executed. The Bond Trustee may (i) demand copies to be certified copies and (ii) waive or postpone the delivery of any Condition Precedent, at its sole discretion. Representations and Warranties: General Undertakings: Standard representations and warranties as per the Bond Trustee s rider for representations and warranties. During the term of the Bonds, the Obligors shall (unless the Bond Trustee or the Bondholders' meeting (as the case may be) in writing has agreed to otherwise) comply with the following general undertakings: a) Mergers: The Obligors shall not, and shall ensure that no other Group Company shall, carry out any merger or other business combination or corporate reorganization involving consolidating the assets and obligations of the Obligors or such Group Company with any other company or entity not being a member of the Group if such transaction would have a Material Adverse Effect. b) De-mergers: The Obligors shall not, and shall ensure that no other Group Company shall, carry out any de-merger or other corporate reorganization involving splitting any of the Obligors or such Group Company into two or more separate companies or entities, if such transaction would have a Material Adverse Effect. c) Continuation of business: The Obligors shall not, and shall ensure that no other Group Company shall, cease to carry on its business, if such cessation would have a Material Adverse Effect. The Parent shall procure that no material change is made to the general nature or scope of the business of the Group from that carried on at the date of the Bond Terms, or as contemplated by the Bond Terms. d) Insurances: Each Obligor shall, and the Parent shall procure that each Group Company will, maintain, with financially sound and reputable insurance companies, funds or underwriters, adequate insurance- or captive arrangements with respect to its vessels, other assets, equipment and business against such liabilities, casualties and contingencies and of such types and in page 3
such amounts as are consistent with customary and prudent business practice for each type of vessel or asset and in their relevant jurisdictions and areas of operation. e) Reporting: The Bond Terms will include information undertakings with respect to (i) notification upon any Event of Default, (ii) copies of any statutory notifications, (iii) at the request of the Bond Trustee, report on the balance of Bonds held by the Issuer or any Group Company, (iv) such information as the Bond Trustee reasonably requires and (v) the Parent of its own accord making financial reports (semi-annually written in English) directly available to the Bond Trustee for publication on www.stamdata.no and on its web pages for public distribution not later than 120 days after the end of the financial year and not later than 90 days after the end of the first semester (each a Reporting Date ). Such reports shall be prepared in accordance with IFRS, consistently applied, and include a profit and loss account, balance sheet, cash flow statement and management commentary or report from the Board of Directors. f) Arm's length transactions: The Obligors shall not engage in, or permit any other Group Company to engage in, directly or indirectly, any transaction with any party (without limitation, the purchase, sale or exchange of assets or the rendering of any service), except in the ordinary course of business and pursuant to the reasonable requirement of any of the Obligors' or such Group Company's business and upon fair and reasonable terms that are no less favorable to any of the Obligors or such Group Company, as the case may be, than those which might be obtained in an arm's length transaction at the time. g) Pari passu ranking: Each Obligor shall ensure that its obligations under the Bond Terms and any other Finance Document shall at all times rank at least pari passu with other senior unsecured debt of such Obligor, except for obligations which are mandatorily preferred by law, and rank ahead of subordinated capital. h) Corporate status: No Obligor shall change its type of organization or jurisdiction of incorporation. i) Compliance with laws: Each Obligor shall, and shall ensure that all other Group Companies shall, carry on its business in accordance with acknowledged, careful and sound practices in all aspects and comply in all respects with all laws and regulations it or they may be subject to from time to time. Breach of these obligations shall be regarded as non-compliance only if such breach would have a Material Adverse Effect. Special Covenants: During the term of the Bonds, the Obligors shall (unless the Bond Trustee or the Bondholders' meeting (as the case may be) in writing has agreed to otherwise) comply with the following special covenants: a) Duty of loyalty: Unless otherwise specified or implied herein, each Obligor shall, and shall ensure that any Group Company shall, use its best endeavours to ensure compliance with the General Undertakings as described above in any JV Company (as defined below). b) Parent s minimum ownership of the Issuer: The Parent shall at all times maintain a 100% direct or indirect ownership of the Issuer. c) Dividend Restrictions: The Parent shall not (i) declare or make any dividend payment or distribution, whether in cash or in kind, (ii) repurchase any of its page 4
shares or undertake other similar transactions (including, but not limited to total return swaps related to shares in the Parent) (save for any shares acquired in connection with the Group s employee option scheme), or (iii) grant any loans or make other distributions or transactions constituting a transfer of value to its shareholders (items (i)-(iii) collectively referred to as Distributions ) that in aggregate exceed, during any calendar year, the higher of (i) 50% of the Parent s consolidated net profit after taxes (based on Proportional Consolidation) based on the audited annual accounts for the previous financial year and (ii) Euro 0.30 per share (based on the number of shares as of the date of the Bond Terms and to be adjusted for stock splits, mergers and/or new share issues), and always provided that no Event of Default has occurred and is continuing or will occur as a result of such Distribution. The Parent may make interim Distributions during any calendar year based on preliminary accounts for that financial year, however provided that the aggregate Distribution (interim and otherwise) for any financial year shall always be limited to the higher of alternative (i) and (ii) as described above. Notwithstanding the above, the Parent shall not be permitted to make any Distribution or interim Distribution until: (A) the Caribbean FLNG has commenced employment under a charter contract with an independent third party charterer, the Group has received the first payment from such employment, and such contract has a fixed period of minimum five (5) years with a minimum EBITDA of USD 35 million per annum (together a "Qualifying Contract"); or (B) its ownership in the Caribbean FLNG has been sold to an independent third party buyer (either wholly or partly with 50% or more sold), the Group has received the proceeds from such sale, and the Group has promptly thereafter made an aggregate prepayment of Bonds (including any Mandatory Prepayment) of 1/3 of the Issue Amount (at par value plus accrued interest on the redeemed Bonds). Any un-utilized portion of the permitted Distribution pursuant to the above may not be carried forward. d) Subsidiaries' and/or JV Companies' distributions: The Parent shall not permit any Subsidiary or JV Company to create or permit to exist any contractual obligation or encumbrance (except to the extent required to comply with customary cash waterfall provisions, financial covenants or other similar restrictions in financing agreements) restricting the right to: (i) pay dividends or make other distributions to its shareholders; (ii) service any Financial Indebtedness to the Parent; (iii) make any loans to the Parent; or (iv) transfer any of its assets and properties to the Parent; if the creation of such contractual obligation is reasonably likely to prevent the Issuer and the Parent (as applicable) from complying with its obligations under the Bond Terms or any other Finance Document. e) Disposal of assets/business: The Obligors shall not, and shall ensure that no other Group Company shall, sell or otherwise dispose of all or a substantial part of the Group s assets or operations unless: page 5
(i) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and (ii) such transaction does not have a Material Adverse Effect. f) Financial Indebtedness restrictions: The Obligors shall not, and shall ensure that no other Group Company shall, incur, create or permit to subsist any Financial Indebtedness (including guarantees) other than the Permitted Financial Indebtedness (as defined below). g) Negative pledge: The Obligors shall not, and shall ensure that no other Group Company shall, create, permit to subsist or allow to exist any mortgage, pledge, lien or any other encumbrance over any of its present or future respective assets or its revenues, other than the Permitted Security (as defined below). h) Financial support restrictions: The Obligors shall not, and shall ensure that no other Group Company shall, grant any loans, guarantees or other financial assistance (including, but not limited to granting of security) ("Financial Support") to or for the benefit of any third party, other Group Companies or JV Companies other than by way of: (i) guarantees for Permitted Financial Indebtedness in any Group Company; (ii) guarantees for Financial Indebtedness in any JV Company limited upwards to a pro rata share of such Financial Indebtedness corresponding to the Groups aggregate ownership share of such JV Company; (iii) equity contribution and/or other subordinated capital for customary capitalization of any JV Company; and/or (iv) Permitted Security. i) Subordination of intra-group loans to the Parent: The Parent undertakes that any and all shareholder loans to the Parent ( Subordinated Loans ) are subject to the following conditions: (i) any amortization and maturity is after the Final Maturity Date, (ii) no security is or shall be provided, (iii) no payment of interest prior to the Final Maturity Date (non payable capitalised interest to be permitted) and (iv) no repayment to or enforcement by the lender(s) thereunder prior to the full and irrevocable payment of the Bonds. Permitted Financial Indebtedness: Means: (a) this Bond Issue; (b) the Existing Bond; (c) existing secured or unsecured Financial Indebtedness provided by commercial banks and/or Export Credit Agencies incurred by the Issuer or any Group Company prior to the date of the Bond Terms for the purpose of financing existing vessels or assets; (d) future senior secured Financial Indebtedness provided by commercial banks and/or export credit agencies, incurred by any Group Company on marketable terms and conditions with the purpose of financing the acquisition of new vessels or assets (newbuildings and/or second-hand vessels) (or acquisition of shares in entities owning one or more newbuildings or second-hand vessels or assets), (e) future senior secured (on first priority) bonds incurred by the Issuer or any Group Company on marketable terms and conditions with the purpose of financing the acquisition of new vessels or assets (newbuildings and/or second-hand vessels) (or acquisition of shares in entities owning one or more newbuildings or second-hand vessels or assets); page 6
(f) arm's length sale and lease-back transactions; (g) any unsecured bonds issued by the Issuer or the Parent with (i) no amortization and with maturity after the Final Maturity Date of the Bonds, (ii) terms not materially more favourable than the Bonds, and (iii) without any Financial Support from any other Group Company (save for any parent guarantee from the Parent similar to the Guarantee); (h) Financial Indebtedness incurred by any Group Company in the ordinary course of business for working capital purposes and as part of the daily operations of such Group Company, hereunder any cash pooling arrangements within the Group in the ordinary course of business; (i) existing and future bid-, payment- and performance bonds, guarantees and letters of credit incurred by any Group Company in the ordinary course of business; (j) obligations incurred by any Group Company under any interest rate and currency hedging agreements relating to any Permitted Financial Indebtedness; (k) unsecured intra-group loans between any Group Companies; (l) Subordinated Loans to the Parent; (m) any Financial Indebtedness not permitted by the preceding paragraphs and incurred by the Group in an aggregate outstanding principal amount which does not at any time exceed USD 10 million (or its equivalent in other currencies); and (n) any refinancing, amendment or replacement of any of the above from time to time, however always subject to the Financial Covenants below. Permitted Security: Financial Covenants: Means: (a) security granted in relation to Permitted Financial Indebtedness paragraphs (c), (d), (e) and (j) above; (b) security provided by way of a pledge of shares or ownership interests in any Subsidiary and/or JV Company as security for customary financing of such Subsidiary or JV Company's investments in vessels or other assets; (c) any lien arising by operation of law in the ordinary course of business; (d) any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of any Group Companies (if applicable); (e) any security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Group Company in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any such Group Company; and (f) security in an aggregate amount of up to USD 10 million not otherwise permitted above. The Parent undertakes to at all times comply with the following financial covenants during the term of the Bond Issue: a) Liquidity: During the first twelve (12) months after the Settlement Date maintain Free Cash of minimum USD 25,000,000. Following the date falling twelve (12) months after the Settlement Date maintain Free Cash of minimum USD 75,000,000, unless (in which case Free Cash shall remain at minimum USD 25,000,000): (i) the Caribbean FLNG remains directly or indirectly owned by the page 7
Group with 50% or more, and a Qualifying Contract for the employment fo the Caribbean FLNG has been signed; or (ii) the Parent has issued an offer to all Bondholders to buy back Bonds at 100% of par value plus accrued interest on the redeemed Bonds, for immediate cancellation of such Bonds (a "Buy-Back Offer"), for up to an amount equal to 1/3 of the Issue Amount less any amount already prepaid as principal (and cancelled) prior to the date of the Buy-Back Offer (as Mandatory Prepayment). b) NIBD/Equity: Maintain NIBD/Equity ratio of maximum 2.75x to and including 31 December 2018, and maximum 2.50x anytime thereafter. c) Minimum Equity: Maintain Equity of minimum USD 300 million. d) Interest Coverage Ratio: Maintain an EBITDA to Net Interest Expense ratio of minimum 2.00:1. e) Minimum Working Capital: Maintain a positive Working Capital. The Parent undertakes to comply with the above Financial Covenants at all times, such compliance to be measured on 30 June and 31 December each year and certified by the Issuer with each annual financial statement and semi-annual financial statement on the respective Reporting Date. All Financial Covenants shall be calculated on a consolidated basis for the Group, and (notwithstanding anything to the contrary in the financial definitions below) all JV Companies shall be included in the calculation based on Proportional Consolidation (as defined below). Definitions: Bondholders means the holders of the Bonds. Caribbean FLNG means the FLNG barge with IMO 9699945. Current Assets means the book value of the Group's assets which are treated as current assets in accordance with IFRS less the book value of any Restricted Cash. Current Liabilities means the book value of the Group's liabilities which are treated as current liabilities in accordance with IFRS, excluding the current portion of long term debt. Decisive Influence means a person having, as a result of an agreement or through the ownership of shares or interests in another person: (i) a majority of the voting rights in that other person; or (ii) a right to elect or remove a majority of the members of the board of directors of that other person. When determining the relevant person s number of voting rights or right to elect and remove members of the board of directors in the other person, rights in the other person held directly or indirectly by the parent company of the relevant person shall be included. EBITDA means the Group s earnings before interest, taxes, depreciation and amortization (to be calculated on a 12-month rolling basis). Equity means the book value of the Group's total equity treated as equity in page 8
accordance with IFRS. Finance Documents means: (i) the Bond Terms; (ii) the Bond Trustee's fee agreement; (iii) the Guarantee (unless included in the Bond Terms); and (iv) any other document the Issuer and the Bond Trustee designate as a Finance Document. Financial Indebtedness means any indebtedness for or in respect of: (i) moneys borrowed (including acceptance credit and any overdraft facility); (ii) any bond, note, debenture, loan stock or other similar instrument; (iii) the amount of any liability in respect of any lease, hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease; (iv) receivables sold or discounted (other than any receivables sold on a nonrecourse basis); (v) any sale and lease-back transaction, or similar transaction which is treated as indebtedness under IFRS; (vi) any liability under a deferred purchase agreement where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset; (vii) 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 (and, when calculating the value of the transaction, only the marked-to-market value shall be taken into account); (viii) any amounts raised under any other transactions having the commercial effect of a borrowing or raising of money (including any forward purchase agreement); (ix) 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 in respect of any underlying liability; and (x) (without double counting) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any of the items referred to above. Free Cash means the Group's book value of the holdings which at all times are available for the Parent of any: (i) cash in hand or amounts standing to the credit of any current and/or on deposit accounts, excluding pledged and/or blocked cash and cash equivalents; (ii) time deposits and certificates of deposit issued, and bills of exchange; and (iii) undrawn credit lines with minimum six months to maturity, in each case, to which any Group Company is beneficially entitled at that time and to which the Issuer and Parent has free and unrestricted access. IFRS means International Financial Reporting Standards as adopted by the European Union and refers to the international accounting standards within the meaning of IAS Regulation 1606/2002. "JV Company" means any current and/or future company or partnership in which page 9
the Parent (directly or indirectly) holds an ownership interest incorporated or established for the purpose of directly or indirectly owning, developing and/or constructing any maritime operating vessel or any other operation which is substantially within the business that the Group is conducting at the date of the Bond Terms, and which is not a Subsidiary of the Parent. Material Adverse Effect means a material adverse effect on: (i) the Obligors ability to perform and comply with their obligations under the Finance Documents; or (ii) the validity or enforceability of the Finance Documents. For the avoidance of doubt, the term Material Adverse Effect shall include, without limitation, any Material Adverse Effect on the Issuer or the Group taken as a whole, as a result of any Material Adverse Effect in any JV Company. Net Interest Bearing Debt or NIBD means on a consolidated basis for the Group, the aggregate consolidated interest bearing Financial Indebtedness less Free Cash. Net Interest Expense means the aggregate gross cash interest costs of the Group related to the Group s interest-bearing debt less the aggregate gross cash interest income of the Group, including dividend received from financial assets held for sale (according to IFRS), (to be calculated on a 12-month rolling basis). Outstanding Bonds means Bonds not redeemed or otherwise discharged. Proportional Consolidation means the pro-forma consolidation of any JV Company as if such JV Company was a Subsidiary of the Parent but adjusted for any ownership interest not directly or indirectly held by the Parent, such consolidation to include an auditor's opinion for annual and semi-annual accounts. Restricted Cash means cash which is pledged and/or blocked. Subsidiary means an entity over which the Issuer directly or indirectly has a Decisive Influence. Working Capital means Current Assets less Current Liabilities. Mandatory Prepayment Event: Mandatory Prepayment: Means if the Group sells or otherwise dispose of the Caribbean FLNG (wholly or partly). Upon a Mandatory Prepayment Event occurring, the Issuer shall on or as soon as practical after the day the net proceeds are received, utilize 50% of the net proceeds from such sale or disposal to redeem Bonds at 100% of par value (plus accrued interest on the redeemed Bonds). Net Proceeds in this respect shall mean proceeds after payment of transaction costs and repayment of any debt secured by a pledge in the Caribbean FLNG. The remaining portion of the net proceeds not applied to redeem Bonds, shall be freely available for the Group. Change of Control Event: Means if: (i) any person or group of persons under the same Decisive Influence, or two or more persons acting in concert (other than the Saverex NV or any indirectly or directly owned Subsidiary of the Saverex NV) obtains Decisive Influence page 10
over the Parent; or (ii) a de-listing of the Parent s shares from NYSE Euronext Brussels (or any other recognized stock exchange) occurs. Change of Control Clause: AGM Undertaking Upon a Change of Control Event occurring, each Bondholder shall have a right of pre-payment (a Put Option ) of the Bonds at a price of 101% of par value plus accrued interest of par value during a period of 30 calendar days following the notice of a Change of Control Event, with prepayment to be effected within 60 calendar days following notice of a Change of Control Event. The Parent and Saverex N.V. shall issue a separate undertaking to the Bond Trustee (on behalf of the Bondholders) to the effect that (A) the Parent (i) undertakes to call for an approval of the Change of Control Clause from the general meeting of the Parent (the "Approval"), as soon as possible (in any extraordinary general meeting) and no later than at the AGM to be held in May 2018 and (ii) confirms its holding of [5]% of the shares in the Parent (the "Treasury Shares") ; and (B) Saverex N.V. (i) confirms its direct and indirect holding of [47]% of the shares in the Parent, (ii) undertakes to vote in favour of the Approval. The AGM Undertaking shall be governed by Belgian law and otherwise be in form and content satisfactory to the Bond Trustee. Event of Default: Approvals: Group s Ownership of Bonds: Joint Lead Managers: Bond Trustee: Securities Depository: Paying Agent: Taxation: The Bond Terms shall include standard event of default provisions, as well as cross default provisions for the Issuer, the Group Companies and the JV Companies provided that such cross default provisions shall only apply to any single Financial Indebtedness in excess of USD 10 million (or equivalent thereof in any other currency), and cross default events to include items (i)-(iv) in the standard Nordic Trustee Bond Terms for any Group Company (including the threshold amounts referred to above). The Bonds have been issued in accordance with the Issuer's Board approval. The Group has the right to acquire and own the Bonds. Such Bonds may at the Group's discretion be retained by the Issuer, sold or discharged. DNB Bank ASA, DNB Markets, Dronning Eufemias gate 30, 0021 Oslo, Norway; Pareto Securities AS, Dronning Mauds gate 3, NO-0115 Oslo, Norway; Nordea Bank AB (publ), filial i Norge, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway; and Skandinaviska Enskilda Banken AB (publ), Norwegian Branch, Filipstad Brygge 1, 0252 Oslo, Norway. Nordic Trustee ASA, Postboks 1470 Vika, NO-0116 Oslo. The Bonds will be registered in the Norwegian Central Securities Depository VPS ASA (the CSD ). Principal and interest accrued will be credited the Bondholders through the CSD. DNB Bank ASA. The Issuer shall pay any stamp duty and other public fees accruing in connection with the Bonds, but not in respect of trading in the secondary market (except to the extent required by applicable laws), and shall deduct at source any applicable withholding tax payable pursuant to law, subject to standard gross up and call page 11
provisions. Bond Terms: The standard Nordic Bond Terms for corporate and high yield bonds will regulate the rights and obligations with respect to the Bonds. If the event of any discrepancy between this term sheet and the Bond Terms, the provisions of the Bond Terms shall prevail. By filing an application to subscribe for Bonds, each investor accepts to become a Bondholder and to be bound by the provisions of the Bond Terms. Further, by filing such application, each investor accepts that certain adjustments to the structure and terms described in this term sheet may occur in the final Bond Terms. The Bond Terms shall include provisions on the Bond Trustee s right to represent the Bondholders, including a no action clause, meaning that no individual Bondholder may take any legal action against the Issuer individually (as further described in the Bond Terms). The Bond Terms will further contain provisions regulating the duties of the Bond Trustee, procedures for Bondholders Meetings and applicable quorum and majority requirements for Bondholders consent, whereas a sufficient majority of Bondholders may materially amend the provision of the Bond Terms or discharge the Bonds in part or in full without the consent of all Bondholders, as well as other provisions customary for a bond offering as described herein. Governing law: Listing of Bonds: Terms of subscription: This term sheet and the Bond Terms shall be governed by Norwegian law, venue to be Oslo district court (No.: "Oslo tingrett"). The Issuer shall apply for the Bonds to be listed on Oslo Børs. Any subscriber of the Bonds specifically authorises the Bond Trustee to execute and deliver the Bond Terms on behalf of the prospective Bondholder, who will execute and deliver relevant application forms prior to receiving Bond allotments. On this basis, the Issuer and the Bond Trustee will execute and deliver the Bond Terms and the latter s execution and delivery is on behalf of all of the subscribers, such that they thereby will become bound by the Bond Terms. The Bond Terms specify that by virtue of being registered as a Bondholder (directly or indirectly) with the Securities Depository, the Bondholders are bound by the terms of the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with. The Bond Terms shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request to the Bond Trustee or the Issuer. Market Making: Subscription Restrictions: No market-maker agreement has been made for this Bond Issue. The Bonds will only be offered or sold within the United States to Qualified Institutional Buyers ( QIBs ) as defined in Rule 144A under the U.S. Securities Act. The Bonds have not and will not be registered under the U.S. Securities Act, or any state securities law except pursuant to an exemption from the registration requirements of the U.S. Securities Act and appropriate exemptions under the laws of any other jurisdiction. The Bonds may not be offered or sold within the United States to, or for the account or benefit of, any U.S. Person (as such terms are defined in regulations), except pursuant to an exemption from the registration requirements of the U.S. Securities Act. See further details in the Application Form. Failure to comply with these restrictions may constitute a violation of applicable securities legislation. page 12
Nordea is not registered with the U.S. Securities and Exchange Commission as a U.S. registered broker-dealer and will not participate in the offer or sale of the Bonds within the United States. Transfer Restrictions: The Bonds are freely transferable and may be pledged, subject to the following: (i) Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at own cost and expense. (ii) Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction to mandatory restrictions applicable may nevertheless utilize its voting rights under the Bond Terms provided that the Issuer shall not incur any additional liability by complying with its obligations to such Bondholder. Antwerp/Oslo 24 May 2017 EXMAR Netherlands BV As Issuer DNB Markets As Joint Lead Manager Pareto Securities AS As Joint Lead Manager Nordea Bank AB (publ), filial i Norge As Joint Lead Manager Skandinaviska Enskilda Banken AB (publ) As Joint Lead Manager page 13