ALM Equity : Terms and conditions 2021-2026

Execution Version

TERMS AND CONDITIONS FOR

ALM EQUITY AB (PUBL)

MAXIMUM SEK 1,000,000,000

SENIOR UNSECURED CALLABLE FLOATING RATE

BONDS 2021/2026

ISIN: SE0016074595

LEI: 549300FVH6QE042L3J12

First Issue Date: 17 June 2021

No action is being taken in any jurisdiction that would or is intended to permit a public offering of the Bonds or the possession, circulation or distribution of any document or other material relating to the Issuer or the Bonds in any jurisdiction other than Sweden, where action for that purpose is required. Persons into whose possession this document comes are required to inform themselves about, and to observe, such restrictions.

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and are subject to U.S. tax law requirements. The Bonds may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons.

PRIVACY STATEMENT

Each of the Issuer, the Agent and the Issuing Agent may collect and process personal data relating to the Holders, the Holders' representatives or agents, and other Persons nominated to act on behalf of the Holders pursuant to these Terms and Conditions (name, contact details and, when relevant, holding of Bonds). The personal data relating to the Holders 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 Agent and the Issuing 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 Holders to exercise their rights under these Terms and Conditions; and
4. to comply with its obligations under applicable laws and regulations.

The processing of personal data by the Issuer, the Agent and the Issuing Agent in relation to paragraphs (a) to (c) above is based on their legitimate interest to exercise their respective rights and to fulfil their respective obligations under the Finance Documents. In relation to paragraph (d), the processing is based on the fact that such processing is necessary for compliance with a legal obligation incumbent on the Issuer, the Agent or the Issuing 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 Agent or the Issuing Agent (as applicable). In addition, data subjects have the right to:

1. request that personal data is rectified or erased;
2. object to specific processing;
3. request that the processing be restricted; and
4. 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 Agent's and the Issuing Agent's addresses, and the contact details for their respective data protection officers (if applicable), are found on their respective websites www.almequity.se, www.nordictrustee.com and www.paretosec.com.

TABLE OF CONTENTS
1.	DEFINITIONS AND CONSTRUCTION....................................................................................	1
2.	THE AMOUNT OF THE BONDS AND UNDERTAKING TO MAKE PAYMENTS ............	9
3.	STATUS OF THE BONDS.......................................................................................................	10
4.	CONDITIONS PRECEDENT TO THE ISSUE DATE ..........................................................	10
5.	USE OF PROCEEDS ...............................................................................................................	11
6.	THE BONDS AND TRANSFERABILITY ...............................................................................	11
7.	BONDS IN BOOK-ENTRYFORM..........................................................................................	12
8.	RIGHT TO ACT ON BEHALF OF A HOLDER......................................................................	12
9.	PAYMENTS IN RESPECT OF THE BONDS........................................................................	13
10.	INTEREST..................................................................................................................................	13
11.	REDEMPTION AND REPURCHASE OF THE BONDS......................................................	14
12.	SPECIAL UNDERTAKINGS....................................................................................................	15
13.	TERMINATION OF THE BONDS ...........................................................................................	20
14.	DISTRIBUTION OF PROCEEDS ...........................................................................................	23
15.	DECISIONS BY HOLDERS.....................................................................................................	24
16.	HOLDERS' MEETING ..............................................................................................................	27
17.	WRITTEN PROCEDURE.........................................................................................................	28
18.	AMENDMENTS AND WAIVERS ............................................................................................	28
19.	APPOINTMENT AND REPLACEMENT OF THE AGENT..................................................	29
20.	APPOINTMENT AND REPLACEMENT OF THE ISSUING AGENT ................................	33
21.	APPOINTMENT AND REPLACEMENT OF THE CSD.......................................................	33
22.	NO DIRECT ACTIONS BY HOLDERS..................................................................................	34
23.	TIME-BAR...................................................................................................................................	34
24.	NOTICES AND PRESS RELEASES......................................................................................	35
25.	FORCE MAJEURE AND LIMITATION OF LIABILITY.........................................................	36
26.	GOVERNING LAW AND JURISDICTION.............................................................................	36

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 Central Securities Depositories and Financial Instruments Accounts Act and through which a Holder 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 aggregate Nominal Amount of the Bonds outstanding at the relevant time less the Nominal Amount of all Bonds owned by a Group Company or an Affiliate of a Group Company, irrespective of whether such Person is directly registered as owner of such Bonds.

"Affiliate" means any Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purpose of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agent" means the Holders' agent under these Terms and Conditions from time to time; initially Nordic Trustee & Agency AB (publ), reg. no. 556882-1879, P.O. Box 7329, 103 90, Stockholm, Sweden.

"Agent Agreement" means the agreement entered into on or before the First Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the First Issue Date between the Issuer and an Agent.

"Bond" means debt instruments (Sw. skuldförbindelser), each for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Central Securities Depositories and Financial Instruments Accounts Act, issued by the Issuer under these Terms and Conditions.

"Bond Issue" means the Initial Bond Issue and any Subsequent Bond Issue.

"Business Day" means a day in Sweden other than a Sunday or other public holiday. Saturdays, Midsummer Eve (Sw. midsommarafton), Christmas Eve (Sw. julafton) and New Year's Eve (Sw. nyårsafton) shall for the purpose of this definition be deemed to be public holidays.

"Business Day Convention" means the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day.

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"Calculation Principles" the calculation of the Incurrence Test shall be made as per a testing date determined by the Issuer, falling no more than two (2) months prior to the Subsequent Bond Issue or the Restricted Payment (that requires that the Incurrence Test is met), and adjusted so that any assets acquired with proceeds from a Subsequent Bond Issue (as applicable) shall be included calculated pro forma.

"Call Option Amount" means

1. an amount equivalent to the sum of (i) 101.30 per cent. of the Nominal Amount, and (ii) the remaining interest payments up to (but not including) the First Call Date, if the call option is exercised on or after the First Issue Date up to (but not including) the First Call Date;
2. 101.30 per cent. of the Nominal Amount if the call option is exercised on or after the First Call Date up to (but not including) the date falling fifty-four (54) months after the First Issue Date;
3. 100.65 per cent. of the Nominal Amount if the call option is exercised on or after the date fifty-four (54) months after the First Issue Date up to (but not including) the Final Redemption Date;
4. 100.00 per cent. of the Nominal Amount if the call option is exercised on or after the date falling fifty-seven (57) months after the First Issue Date up to (but not including) the Final Redemption Date provided that such early redemption is financed in full by way of the Issuer issuing Market Loan(s).

"Central Securities Depositories and 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).

"Change of Control Event" means the occurrence of an event or series of events whereby one or more Persons (other than the Main Shareholder) acting in concert owning or controlling fifty (50.00) per cent. or more of the shares and votes of the Issuer.

"Compliance Certificate" means a certificate, in form and substance satisfactory to the Agent, signed by the Issuer certifying that so far as it is aware no Event of Default is continuing or, if it is aware that such event is continuing, specifying the event and steps, if any, being taken to remedy it. If the Compliance Certificate is provided in connection with the publishing of a consolidated interim Financial Report which requires that the Maintenance Test is fulfilled or in connection with an application of the Incurrence Test the Compliance Certificate shall include calculations and figures in respect of the Equity Ratio (if in connection with the Incurrence Test, calculated pro forma and in accordance with the Calculation Principles).

"CSD" means the Issuer's central securities depository and registrar in respect of the Bonds from time to time; initially Euroclear Sweden AB, reg. no. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden.

"Defaulting Group Company" has the meaning set forth in paragraph (h) of Clause 13.1.

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