Corem Property : Terms and Conditions, 2024-04-12

TERMS AND CONDITIONS FOR

COREM PROPERTY GROUP AB (PUBL)

UP TO SEK 2,000,000,000

SENIOR UNSECURED FLOATING RATE GREEN BONDS

April 2024/January 2027 series no 15

ISIN: SE0021922697

First Issue Date: 19 April 2024

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SELLING RESTRICTIONS

No action is being taken 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 or the Bonds in any jurisdiction other than Sweden, 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.

PRIVACY NOTICE

The Issuer, the Issuing Agent and the Agent may collect and process personal data relating to the Bondholders, the Bondholders' representatives or agents, and other persons nominated to act on behalf of the Bondholders pursuant to the Finance Documents (name, contact details and, when relevant, holding of Bonds). The personal data relating to the Bondholders is primarily collected from the registry kept by the CSD. The personal data relating to other persons is primarily collected directly from such persons.

The personal data collected will be processed by the Issuer, the Issuing Agent and the Agent for the following purposes:

1. to exercise their respective rights and fulfil their respective obligations under the Finance Documents;
2. to manage the administration of the Bonds and payments under the Bonds;
3. to enable the Bondholders' to exercise their rights under the Finance Documents; and
4. to comply with their obligations under applicable laws and regulations.

The processing of personal data by the Issuer, the Issuing Agent and the Agent in relation to items (a) to (c) is based on their legitimate interest to exercise their respective rights and to fulfil their respective obligations under the Finance Documents. In relation to item (d), the processing is based on the fact that such processing is necessary for compliance with a legal obligation incumbent on the Issuer, the Issuing Agent or the Agent (as applicable). Unless otherwise required or permitted by law, the personal data collected will not be kept longer than necessary given the purpose of the processing.

Personal data collected may be shared with third parties, such as the CSD, when necessary to fulfil the purpose for which such data is processed.

Subject to any legal preconditions, the applicability of which have to be assessed in each individual case, data subjects have the rights as follows. Data subjects have right to get access to their personal data and may request the same in writing at the address of the Issuer, the Issuing Agent or the Agent (as applicable). In addition, data subjects have the right to (i) request that personal data is rectified or erased, (ii) object to specific processing,

1. request that the processing be restricted and (iv) receive personal data provided by themselves in machine- readable format. Data subjects are also entitled to lodge complaints with the relevant supervisory authority if dissatisfied with the processing carried out.

The Issuer's, the Issuing Agent's and the Agent's addresses, and the contact details for their respective Data Protection Officers (if applicable), are found on their websites www.corem.se, www.swedbank.se and www.nordictrustee.com.

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TABLE OF CONTENTS
1.	DEFINITIONS AND CONSTRUCTION	4
2.	STATUS OF THE BONDS	10
3.	USE OF PROCEEDS	11
4.	CONDITIONS PRECEDENT	11
5.	BONDS IN BOOK-ENTRYFORM	12
6.	RIGHT TO ACT ON BEHALF OF A BONDHOLDER	12
7.	PAYMENTS IN RESPECT OF THE BONDS	13
8.	INTEREST	13
9.	REDEMPTION AND REPURCHASE OF THE BONDS	14
10.	INFORMATION TO BONDHOLDERS	16
11.	GENERAL UNDERTAKINGS	17
12.	FINANCIAL UNDERTAKINGS	19
13.	ACCELERATION OF THE BONDS	19
14.	DISTRIBUTION OF PROCEEDS	21
15.	DECISIONS BY BONDHOLDERS	22
16.	AMENDMENTS AND WAIVERS	27
17.	THE AGENT	27
18.	THE ISSUING AGENT	31
19.	REPLACEMENT OF BASE RATE	31
20.	THE CSD	35
21.	NO DIRECT ACTIONS BY BONDHOLDERS	35
22.	TIME-BAR	36
23.	NOTICES AND PRESS RELEASES	36
24.	FORCE MAJEURE AND LIMITATION OF LIABILITY	37
25.	GOVERNING LAW AND JURISDICTION	38

SCHEDULES

SCHEDULE 1 CONDITIONS PRECEDENT

SCHEDULE 2 FORM OF COMPLIANCE CERTIFICATE

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1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions

In these terms and conditions (the "Terms and Conditions"):

"Account Operator" means a bank or other party duly authorised to operate as an account operator pursuant to the Financial Instruments Accounts Act and through which a Bondholder has opened a Securities Account in respect of its Bonds.

"Accounting Principles" means the international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from time to time).

"Adjusted Nominal Amount" means the Total Nominal Amount less the Nominal Amount of all Bonds owned by a Group Company or by an owner of more than fifty (50) per cent. of the votes in the Issuer, irrespective of whether such person is directly registered as owner of such Bonds.

"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.

"Agent" means Nordic Trustee & Agency AB (publ), Swedish Reg. No. 556882-1879, or another party replacing it, as Agent, in accordance with these Terms and Conditions.

"Base Rate" means STIBOR or any reference rate replacing STIBOR in accordance with Clause 19 (Replacement of Base Rate).

"Base Rate Administrator" means Swedish Financial Benchmark Facility AB (SFBF) in relation to STIBOR or any person replacing it as administrator of the Base Rate.

"Bond" means a debt instrument (Sw: skuldförbindelse) for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act and which are governed by and issued under these Terms and Conditions, including the Initial Bonds and any Subsequent Bonds.

"Bondholder" means the person who is registered on a Securities Account as direct registered owner (Sw: direktregistrerad ägare) or nominee (Sw: förvaltare) with respect to a Bond.

"Bondholders' Meeting" means a meeting among the Bondholders held in accordance with Clause 15.1 (Request for a decision), 15.2 (Convening of a Bondholders' Meeting) and 15.4 (Majority, quorum and other provisions).

"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.

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"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.

"Change of Control Event" occurs if any person or persons, acting collectively, acquires or takes Control over the Issuer. However the aforementioned shall not apply should Control be acquired or taken by (A) a company (i) that is a real estate company incorporated under the laws of Sweden and (ii) whose shares are listed on Nasdaq's Nordic Mid Cap or Nasdaq's Nordic Large Cap, or (B) M2. Should Control have been acquired or taken in accordance with (A) or (B) above, this Change of Control Event provision shall apply mutatis mutandis to subsequent changes of Control in the new listed owner.

"Compliance Certificate" means a certificate, satisfactory to the Agent (in its reasonable opinion) and substantially in a form attached to these Terms and Conditions as Schedule 1, signed by the CEO, the deputy CEO or the CFO or any authorised signatory of the Issuer certifying that (i) no Event of Default has occurred or is continuing and if it is aware that such event is continuing, specifying the event and steps, if any, being taken to remedy it, and (ii) the financial undertakings set out in Clause 12 (Financial Undertakings) as applicable are met.

"Control" means (i) acquire or otherwise obtain control over, directly or indirectly, more than fifty (50) per cent. of the total outstanding voting rights in the Issuer or (ii) the right to, directly or indirectly, appoint or discharge all or a majority of the members of the board of directors in the Issuer.

"Corem Kelly" means Corem Kelly AB (publ), Reg. No. 556482-5833.

"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. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden, or another party replacing it, as CSD, in accordance with these Terms and Conditions.

"CSD Regulations" means the CSD's rules and regulations applicable to the Issuer, the Agent and the Bonds from time to time.

"Debt Register" means the debt register (Sw: skuldbok) kept by the CSD in respect of the Bonds in which (i) an owner of Bonds is directly registered or (ii) an owner's holding of Bonds is registered in the name of a nominee.

"Delisting Event" occurs if at any time: (a) the Issuer's Class A and B ordinary shares are not listed on Nasdaq Stockholm or any other Regulated Market, or (b) trading with the Issuer's Class A and B ordinary shares on Nasdaq Stockholm is suspended during a period of more than fifteen (15) trading days when Nasdaq Stockholm is at the same time open for trading. However (a) and (b) shall not apply should the de-listing or trading suspension occur as a result of a public offer for the shares in the Issuer by (A) a company (i) that is a real estate company incorporated under the laws of Sweden and (ii) whose shares are listed on Nasdaq's Nordic Mid Cap or Nasdaq's Nordic Large Cap, or (B) M2, in which case (a) and (b) above shall apply mutatis mutandis to a de-listing or trading suspension relating to the shares in the new listed owner.

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"Equity" means the total consolidated equity of the Group in accordance with the latest financial statements and in accordance with the Accounting Principles.

"Equity Ratio" means Equity divided by Total Assets excluding financial assets and cash equivalents according to the Accounting Principles.

"Event of Default" means an event or circumstance specified in Clause 13.1.

"Final Maturity Date" means 19 January 2027.

"Finance Documents" means these Terms and Conditions and any other document designated by the Issuer and the Agent (on behalf of itself and the Bondholders) as a Finance Document.

"Financial Indebtedness" means indebtedness for or in respect of:

1. monies borrowed or raised;
2. the amount of any liability in respect of any lease or hire purchase contract, a liability under which would, in accordance with the Accounting Principles, be treated as a balance sheet liability;
3. transferred claims, unless such claims have been transferred without a right for the acquirer to raise claims against the transferor;
4. derivative transactions, however, when calculating the value of any derivative transaction, only the current market value shall be considered;
5. counter-indemnitiesor other payment obligations relating to guarantees, letters of credit or other similar instruments or documents issued by a bank or other financial institution;
6. other transactions, including futures contracts, that have the commercial effect of a borrowing or being classified as borrowing under the Accounting Principles; and
7. without double-counting, liabilities under guarantees or indemnities for any of the obligations referred to in paragraphs (a) to (f) above.

"Financial Instruments Accounts Act" means the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw: lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

"First Issue Date" means 19 April 2024 or such other date as is agreed between the Issuing Agent, the Issuer and the CSD.

"Force Majeure Event" has the meaning set forth in Clause 24.1.

"Group" means the Issuer and its Subsidiaries from time to time (each a "Group Company").

"Green Finance Framework" means the Issuer's green finance framework as it is worded on the Issue Date of the relevant Bonds.

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"Initial Bonds" means the Bonds issued on the First Issue Date.

"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 relevant 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 (2022:964) om företagsrekonstruktion) 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 8.1 to 8.3.

"Interest Coverage Ratio" means profit from property management (Sw: förvaltningsresultat), including received dividends, plus financial expenses divided with financial expenses, of the Group according to the Accounting Principles.

"Interest Payment Date" means 19 April, 19 July, 19 October and 19 January of 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 19 July 2024 (3 months after the First Issue Date) and the last Interest Payment Date shall be the relevant Redemption Date.

"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 (or a shorter period if relevant).

"Interest Rate" means the Base Rate plus 3.75 per cent. per annum as adjusted by any application of Clause 19 (Replacement of Base Rate).

"Issue Date" means the First Issue Date and each other date on which Bonds are to be issued pursuant to these Terms and Conditions.

"Issuer" means Corem Property Group AB (publ), a public limited liability company incorporated under the laws of Sweden with Reg. No. 556463-9440.

"Issuing Agent" means Swedbank AB (publ), with Reg. No. 502017-7753, or another party replacing it, as Issuing Agent, in accordance with these Terms and Conditions.

"Listing Failure Event" means the situation where (i) the Bonds issued on the First Issue Date are not listed on the sustainable bond list of Nasdaq Stockholm or on another Regulated Market within 60 calendar days from the First Issue Date; (ii) any Subsequent Bonds are not listed on the sustainable bond list of Nasdaq Stockholm or on another Regulated Market within 60 calendar days from the Issue Date of such Subsequent Bonds (unless the Subsequent Bonds are issued before the Bonds issued on the First Issue Date are listed on the sustainable bond list of Nasdaq Stockholm or on another Regulated Market, in which case such Subsequent Bonds shall be listed on the sustainable bond list of

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Nasdaq Stockholm or on another Regulated Market no later than the date falling 60 calendar days after the First Issue Date); or (iii) at any time after such listing, the Bonds cease to be listed on the sustainable bond list of Nasdaq Stockholm or on another Regulated Market (as applicable).

"M2" means M2 Asset Management AB (publ), Reg. No. 556559-3349.

"Material Adverse Effect" means a material adverse effect in respect of (i) the Issuer's business or financial position, (ii) the Issuer's ability to meet its payment obligations under the Terms and Conditions, or (iii) the validity or enforceability of rights under these Terms and Conditions.

"Nasdaq Stockholm" means the Regulated Market of Nasdaq Stockholm AB (Reg. No. 556420-8394,SE-105 78 Stockholm, Sweden).

"Net Proceeds" means the gross proceeds from the offering of the relevant Bonds, minus the costs incurred by the Issuer in conjunction with the issuance thereof.

"Nominal Amount" has the meaning set forth in Clause 2.3.

"Quotation Day" means, in relation to (i) an Interest Period for which an interest rate is to be determined, two (2) Business Days before the immediately preceding Interest Payment Date (or in respect of the first Interest Period, two (2) Business Days before the First Issue Date), or (ii) any other 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 14 (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 or repurchased in accordance with Clause 9 (Redemption and repurchase of the Bonds).

"Regulated Market" means any regulated market, as defined in Directive 2014/65/EU on markets in financial instruments.

"Securities Account" means the account for dematerialised securities (Sw: avstämningsregister) maintained by the CSD pursuant to the 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.

"STIBOR" means:

1. the Stockholm interbank offered rate (STIBOR) administered by the Base Rate Administrator for Swedish Kronor and for a period comparable to the relevant

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Interest Period, as displayed on page STIBOR= of the Refinitiv screen (or through such other system or on such other page as replaces the said system or page) as of or around 11.00 a.m. on the Quotation Day; or

1. if no rate as described in paragraph (a) above is available for the relevant Interest Period, the rate determined by the Issuing Agent by linear interpolation between the two closest rates for STIBOR fixing, as displayed on page STIBOR= of the Refinitiv screen (or any replacement thereof) as of or around 11.00 a.m. on the Quotation Day for Swedish Kronor; or
2. if no rate as described in paragraph (a) or (b) above is available for the relevant Interest Period, the arithmetic mean of the Stockholm interbank offered rates (rounded upwards to four decimal places) as supplied to the Issuing Agent at its request quoted by Nordea Bank Abp, filial i Sverige, Skandinaviska Enskilda Banken AB (publ), Svenska Handelsbanken AB (publ) and Swedbank AB (publ), for deposits of SEK 100,000,000 for the relevant period; or
3. if no rate as described in paragraph (a) or (b) above is available for the relevant Interest Period and no quotation is available pursuant to paragraph (c) above, 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.

"Subsequent Bonds" means any Bonds issued after the First Issue Date on one or more occasions.

"Subsidiary" means, in relation to any person, any Swedish or foreign legal entity (whether incorporated or not), which at the time is a subsidiary (Sw: dotterföretag) to such person, directly or indirectly, as defined in the Swedish Companies Act (Sw: aktiebolagslagen (2005:551)).

"Swedish Kronor" and "SEK" means the lawful currency of Sweden.

"Total Assets" means the total assets of the Group calculated on a consolidated basis, in each case according to the latest financial statements and in accordance with the Accounting Principles.

"Total Nominal Amount" means the total aggregate Nominal Amount of the Bonds outstanding at the relevant time.

"Written Procedure" means the written or electronic procedure for decision making among the Bondholders in accordance with Clause 15.1 (Request for a decision), 15.3 (Instigation of Written Procedure) and 15.4 (Majority, quorum and other provisions).

1.2 Construction

1.2.1 Unless a contrary indication appears, any reference in these Terms and Conditions to:

1. "assets" includes present and future properties, revenues and rights of every description;

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1. 1. any agreement or instrument is a reference to that agreement or instrument as supplemented, amended, novated, extended, restated or replaced from time to time;
   2. a "regulation" includes any law, regulation, rule or official directive (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency or department;
   3. a provision of regulation is a reference to that provision as amended or re-enacted; and
   4. a time of day is a reference to Stockholm time.
2. An Event of Default is continuing if it has not been remedied or waived.
3. When ascertaining whether a limit or threshold specified in Swedish Kronor has been attained or broken, an amount in another currency shall be counted on the basis of the rate of exchange for such currency against Swedish Kronor for the previous Business Day, as published by the Swedish Central Bank (Sw: Riksbanken) on its website (www.riksbank.se). If no such rate is available, the most recently published rate shall be used instead.
4. 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.
5. 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.
6. The selling and distribution restrictions, the privacy notice and any other information contained in this document before the table of contents section do not form part of these Terms and Conditions and may be updated without the consent of the Bondholders and the Agent.

2. STATUS OF THE BONDS

1. The Bonds are denominated in Swedish Kronor 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.
2. 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.
3. The nominal amount of each Bond is SEK 1,250,000 (the "Nominal Amount"). The Total Nominal Amount of the Initial Bonds as at the First Issue Date is SEK 500,000,000. All Initial Bonds are issued on a fully paid basis at an issue price of 100 per cent. of the Nominal Amount.
4. The minimum permissible investment in the issuance of Initial Bonds is SEK 1,250,000.
5. The ISIN of the Bonds is SE0021922697.