Alfa Laval : EMTN Programme - Deed of Covenant

DEED OF COVENANT

ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL)

EURO MEDIUM TERM NOTE PROGRAMME

GUARANTEED BY

ALFA LAVAL AB (PUBL)

EUR 2,000,000,000

Allen & Overy LLP

0017972-0000153 UKO2: 2003378747.6

		CONTENTS
Clause		Page
1.	Interpretation .........................................................................................................................................	2
2.	The Registered Notes ............................................................................................................................	3
3.	Direct Rights..........................................................................................................................................	3
4.	Evidence ................................................................................................................................................	4
5.	Deposit of Deed of Covenant ................................................................................................................	4
6.	Stamp Duties .........................................................................................................................................	4
7.	Benefit of Deed of Covenant .................................................................................................................	5
8.	Partial Invalidity ....................................................................................................................................	5
9.	Notices...................................................................................................................................................	5
10.	Law and Jurisdiction..............................................................................................................................	6
11.	Modification ..........................................................................................................................................	6
Signatories ..........................................................................................................................................................	7

0017972-0000153 UKO2: 2003378747.6

THIS DEED OF COVENANT is made on 9 November 2021

BY:

1. ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL) (the Issuer)

IN FAVOUR OF:

1. THE ACCOUNTHOLDERS (as defined below); and
2. THE PERSONS for the time being and from time to time registered as holders of the Registered Notes referred to below (the Noteholders and, together with the Accountholders, the Beneficiaries);

WHEREAS:

1. The Issuer has established a Euro Medium Term Note Programme (the Programme) for the issuance of notes (the Notes), in connection with which it has entered into a dealer agreement dated 9 November 2021 (as amended or supplemented from time to time, the Dealer Agreement) and an issue and paying agency agreement dated 9 November 2021 (as amended or supplemented from time to time, the Agency Agreement).
2. The Issuer has made applications to the Central Bank of Ireland (the Central Bank) for Notes issued under the Programme to be admitted to listing on the official list of the Irish Stock Exchange plc trading as Euronext Dublin and to trading on its regulated market. Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
3. In connection with the Programme, the Issuer and the Guarantor have prepared a base prospectus dated 9 November 2021 (as amended or supplemented from time to time) which has been approved by the Central Bank as a base prospectus issued in compliance with Regulation (EU) 2017/1129.
4. Notes issued under the Programme may be issued either (a) pursuant to the Base Prospectus describing the Programme and Final Terms describing the final terms of the particular Tranche of Notes or (b) pursuant to a prospectus (the Drawdown Prospectus) relating to the particular Tranche of Notes which may be constituted either (i) by a single document or (ii) by a registration document, a securities note and, if applicable, a summary.
5. Notes issued under the Programme may be issued in bearer form (Bearer Notes) or in registered form (Registered Notes). Bearer Notes may be in the form of either a temporary global note in bearer form (the Temporary Global Note) or a permanent global note in bearer form (the Permanent Global Note). Registered Notes may be in the form of a global note in registered form (a Global Registered Note).
6. The Issuer wishes to constitute the Registered Notes by deed poll and to make arrangements for the protection of the interests of Accountholders in certain circumstances.

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NOW THIS DEED OF COVENANT WITNESSES as follows:

1. INTERPRETATION

1. Definitions
   All terms and expressions which have defined meanings in the Base Prospectus, the Dealer Agreement or the Agency Agreement shall have the same meanings in this Deed of Covenant except where the context requires otherwise or unless otherwise stated. In addition, in this Deed of Covenant the following expressions have the following meanings:
   Accountholder means any accountholder with a Clearing System which at the Determination Date has credited to its securities account with such Clearing System one or more Entries in respect of a Global Note, except for any Clearing System in its capacity as an accountholder of another Clearing System;
   Clearing System means each of Euroclear Bank SA/NV, Clearstream Banking S.A. and any other clearing system specified in the relevant Final Terms;
   Conditions has the meaning given in the Base Prospectus except that, in relation to any particular Tranche of Notes, it means the Conditions (as defined in the Base Prospectus) as supplemented, amended and/or replaced by the relevant Final Terms, and any reference to a numbered Condition shall be construed accordingly;
   Determination Date means, in relation to any Global Note, the date on which such Global Note becomes void in accordance with its terms;
   Direct Rights means the rights referred to in Clause 3.1 (Direct Rights - Creation);
   Entry means, in relation to a Global Note, any entry which is made in the securities account of any Accountholder with a Clearing System in respect of Notes represented by such Global Note;
   Global Note means a Temporary Global Note, a Permanent Global Note or a Global Registered Note; and
   Principal Amount means, in respect of any Entry, the aggregate principal amount of the Notes to which such Entry relates.
2. Clauses
   Any reference in this Deed of Covenant to a Clause is, unless otherwise stated, to a clause hereof.
3. Other agreements
   All references in this Deed of Covenant to an agreement, instrument or other document (including the Base Prospectus, the Dealer Agreement and the Agency Agreement) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time. In addition, in the context of any particular Tranche of Notes, each reference in this Deed of Covenant to the Base Prospectus shall be construed as a reference to the Base Prospectus as supplemented and/or amended by the relevant Final Terms.

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1. Legislation
   Any reference in this Deed of Covenant to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.
2. Headings
   Headings and sub-headings are for ease of reference only and shall not affect the construction of this Deed of Covenant.
3. Benefit of Deed of Covenant
   Any Notes issued under the Programme on or after the date of this Deed of Covenant shall have the benefit of this Deed of Covenant but shall not have the benefit of any subsequent deed of covenant relating to the Programme (unless expressly so provided in any such subsequent deed).
4. Final Terms or Drawdown Prospectus
   In the case of a Tranche of Notes issued pursuant to a Drawdown Prospectus, each reference in this Deed of Covenant to "Final Terms" shall be read and construed as a reference to such Drawdown Prospectus unless the context requires otherwise.

1. THE REGISTERED NOTES
   The Issuer hereby constitutes the Registered Notes and covenants in favour of each Noteholder that it will duly perform and comply with the obligations expressed to be undertaken by it in each Note Certificate and in the Conditions (and for this purpose any reference in the Conditions to any obligation or payment under or in respect of the Notes shall be construed to include a reference to any obligation or payment under or pursuant to this provision).
2. DIRECT RIGHTS

3.1 Creation

If any Global Note representing all or part of a Tranche of Notes becomes void in accordance with its terms, each Accountholder shall have against the Issuer all rights (Direct Rights) which such Accountholder would have had in respect of the Notes if, immediately before the Determination Date in relation to that Global Note, it had been the holder of Definitive Notes or an Individual Note Certificate, as the case may be, of that Tranche, duly executed, authenticated and issued, in an aggregate principal amount equal to the Principal Amount of such Accountholder's Entries relating to such Global Note including (without limitation) the right to receive all payments due at any time in respect of such Definitive Notes or Individual Note Certificate as if such Definitive Notes or Individual Note Certificate had (where required by the Conditions) been duly presented and (where required by the Conditions) surrendered on the due date in accordance with the Conditions. Anything which might prevent the issuance of Definitive Notes or an Individual Note Certificate in an aggregate principal amount equal to the Principal Amount of any Entry of any Accountholder shall be disregarded for the purposes of this Clause 3.1, but without prejudice to its effectiveness for any other purpose.

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