Corem Property : 2022-01-10 Återköpsdokument – Tender Information Document SE0011063163

THIS DOCUMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW.

Corem Property Group AB (publ)

Tender Information Document in respect of a tender offer for certain of Klövern AB

(publ)'s outstanding senior unsecured green bonds

Corem Property Group AB (publ), reg.no. 556463-9440 (the "Issuer" together with its subsidiaries the "Group") today announces its invitation to the holders of certain bonds issued by its subsidiary Klövern AB (publ) as further described under the heading "Purchase price" below (the "Bonds") (including any beneficial owners who hold their Bonds via nominees or custodians) (the "Bondholders") to tender any and all of their Bonds for purchase by the Issuer (however, subject to the Transaction Cap (as defined below)) for cash (the "Tender Offer") subject to the satisfaction of the New Financing Conditions (as defined below). The Issuer has appointed Nordea Bank Abp ("Nordea") and Swedbank AB (publ) ("Swedbank") to act as dealer managers and joint bookrunners (the "Dealer Managers" or the "Joint Bookrunners") in connection with the Tender Offer.

In conjunction with the Tender Offer the Issuer intends to issue senior unsecured floating rate green bonds (the "New Bonds"), subject to market conditions. The Issuer has mandated Nordea and Swedbank as joint arrangers and bookrunners in respect of the issuance of the New Bonds.

The Tender Offer is made on the terms and subject to the conditions set out below.

Purchase price

Subject to the terms and conditions set out in this tender information document and the applicable minimum denomination in respect of the Bonds, the Issuer offers to purchase the Bonds at the purchase price set out below (the "Purchase Price"):

Description of the Bonds / ISIN / Issued Amount / Outstanding Amount / Minimum Denomination / Purchase Price

2018/2022 Sr Unsec FRN/SE0011063163/SEK 2,500,000,000/SEK 2,350,000,0001 /SEK 100,000/100.20 %

The Issuer will also pay an amount equal to any accrued and unpaid interest on the Bonds on the Settlement Date (as defined below) in accordance with the terms and conditions of the Bonds (the "Accrued Interest").

Deadline

The Tender Offer expires at 12.00 CET on 13 January 2022, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Issuer (the "Expiration Date"). The Issuer will announce the results and (acting in its sole and absolute discretion) whether any Bonds will be accepted under the Tender Offer as soon as reasonably practicable after the pricing of the New Bonds. Settlement of the Tender Offer is expected to occur at or around 20 January 2022 (the "Settlement Date") and to the extent possible on the same day as the settlement of the New Bonds, such Settlement Date to be communicated as part of the New Bonds book building process. Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via the Dealer Managers.

Subject to applicable law, the Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of or terminate the Tender Offer at any time. Bondholders are advised to carefully read this document for the details of and information on the procedures for participating in the Tender Offer.

1 Klövern AB (publ) has previously repurchased and cancelled bonds in an amount of SEK 150,000,000.

Transaction Cap

The tendered amount of Bonds accepted by the Issuer will be capped at the total nominal amount equal to the total nominal amount of New Bonds issued (the "Transaction Cap"). If the Issuer decides to accept for purchase valid tender instructions made pursuant to the Tender Offer and the aggregate nominal amount of Bonds validly tendered pursuant to the Tender Offer is greater than the Transaction Cap, the Issuer will accept such Bonds for purchase on a pro-rata basis and on the principles described below, subject to the minimum denomination of SEK 100,000 for Bonds with such minimum denomination.

In the event of any scaling in the acceptance of Bonds to be purchased, the Issuer will firstly accept tender instructions from investors who subscribe for New Bonds up to the nominal amount subscribed for in the issue of New Bonds (see details on amount below under the heading titled "Priority in New Bonds"). In respect of tender instructions for Bonds that have not been priority allocated in accordance with the aforesaid, the Issuer will thereafter secondly accept either all or none of the tender instructions of Bonds submitted at the Minimum Denomination of the Bonds and thirdly all other tender instructions of Bonds with a total nominal size above the Minimum Denomination. The acceptance of tender instructions of Bonds will be rounded to a multiple of SEK 100,000 and any scaling made by the Issuer is binding on all Bondholders who validly tendered their Bonds.

Purpose of the Tender Offer

The Tender Offer is being made as part of the Issuer's commitments to exercise active management of the Group's balance sheet. The purpose of the Tender Offer is to pro-actively manage the Group's upcoming debt redemptions and to lengthen and diversify its debt maturity profile.

Priority in New Bonds

Subject to the Issuer's decision on allocation of the New Bonds, Bondholders who submit a valid tender instruction will be eligible to receive a priority in the allocation of the New Bonds provided that the Bondholder is an eligible buyer of the New Bonds given the target market for the New Bonds in accordance with Directive 2014/65/EU (MiFID

1. and the applicable selling restrictions. Such priority in allocation will match in size the nominal volume of Bonds submitted and accepted for tender, subject to eligibility with the minimum denomination requirements of the New Bonds. Bondholders tendering the minimum denomination of the Bonds of SEK 100,000, will be eligible to receive priority allocation of the new minimum denomination in the New Bonds of SEK 1,250,000. However, where the amount submitted for tender is (i) above SEK 100,000 and (ii) not an integral multiple of the minimum denomination of the New Bonds being SEK 1,250,000, the priority in the New Bonds will be scaled down to the nearest multiple of SEK 1,250,000. Any scaling made by the Issuer is binding on all Bondholders who validly tendered their Bonds.

New Financing Conditions

The Issuer's acceptance of Bonds validly tendered for purchase pursuant to the Tender Offer is conditional upon that, in the absolute and sole discretion and determination of the Issuer, (i) the terms and conditions of the New Bonds being satisfactory to the Issuer, including, but not limited to, as to the price and volume of the New Bonds and (ii) the successful outcome of the issuance of New Bonds (including the receipt of funds by the Issuer), which will enable the Issuer to finance the Purchase Price and the Accrued Interest of the total amount of Bonds validly tendered and accepted for purchase pursuant to the Tender Offer (together "New Financing Conditions").

For the avoidance of doubt, the Issuer is not under any obligation to accept any tender of Bonds for purchase pursuant to the Tender Offer. Any tender of Bonds for purchase may be rejected by the Issuer for any reason, and the Issuer is not under any obligation to Bondholders to furnish any reason or justification for refusing to accept a tender of Bonds for purchase.

The Issuer's acceptance of Bonds validly tendered in accordance with the terms and conditions of the Tender Offer will be irrevocable, but in any event subject to the Transaction Cap and satisfaction of the New Financing Conditions.

Restrictions: No offer or sale of New Bonds

This document does not constitute an offer or a sale of the New Bonds. The New Bonds are not being, and will not be, offered or sold in the United States. Nothing in this document constitutes an offer to sell or the solicitation of an offer to buy the New Bonds in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Investors who wish to buy New Bonds should contact their sales contact at the respective Dealer Manager to obtain all relevant documentation.

Participation

Bondholders can only participate in the Tender Offer by submitting a valid tender instruction. Only Bondholders who are customers of, and can execute a secondary trade upon settlement with, Nordea or Swedbank with all required know your customer (KYC) and similar documentation in place to the satisfaction of Nordea or Swedbank, as

applicable may participate in this Tender Offer and Bondholders must contact any of the Dealer Managers to receive an application form that includes the details of how to participate in the Tender Offer. Tender instructions given via the application form are irrevocable by the Bondholders, except for in the limited circumstances described in the application form.

Bondholders should consult their own tax, accounting, financial and legal advisers regarding the suitability to themselves of the tax, accounting, financial, legal and regulatory consequences of participating in the Tender Offer.

Bondholders who do not participate in the Tender Offer, or whose Bonds are not accepted for purchase by the Issuer, will continue to hold their Bonds subject to the terms and conditions of the Bonds. The Issuer intends to transfer Bonds purchased by the Issuer to Klövern AB (publ) for cancellation in accordance with the terms and conditions of the Bonds.

To obtain an application form and participate in the Tender Offer, please contact one of the Dealer Managers at the details below.

Placing fee

The Dealer Managers will be paid a fee by the Issuer in respect of the placement of the transaction relating to the New Bonds.

CONTACT INFORMATION
Joint Bookrunners and Dealer Managers
Nordea Bank Abp	Swedbank AB (publ)
Email: [e-mail]	Email: [e-mail]
Issuer
Corem Property Group AB (publ)
Jens Andersson
[e-mail]

This document is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this document is released, on behalf of the Issuer by Jens Andersson at 10.30 CET on 10 January 2022.

DISCLAIMER

This document contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the action it should take or is unsure of the impact of the Tender Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any holder whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Bonds pursuant to the Tender Offer. Neither the Issuer nor the Dealer Managers nor their respective directors, employees or affiliates makes any recommendation as to whether holders of Bonds should tender Bonds for purchase pursuant to the Tender Offer.

Offer and Distribution Restrictions

This document does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by each of the Issuer and the Dealer Managers to inform themselves about and to observe any such restrictions.

United States

The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of

this document and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Bonds cannot be tendered in the Tender Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Bonds in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Bonds participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a nondiscretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

This document and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

General

Neither this document nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Tender Offer will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their affiliates are such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such affiliate, as the case may be, in such jurisdiction.

Further, the Tender Offer does not constitute or form part of (i) a prospectus within the meaning of Regulation (EU) 2017/1129 as supplemented from time to time by Commission delegated regulations (the Prospectus Regulation), nor (ii) a tender offer document as referred to in Chapter 2 a of the Swedish Financial Instruments Trading Act. Each holder participating in the Tender Offer will be deemed to give certain other representations in respect of the other jurisdictions referred to above and generally as set out in the application form for participating in the Tender Offer available from the Dealer Managers. Any tender of Bonds for purchase pursuant to the Tender Offer from a holder that is unable to make these representations will not be accepted.

The Issuer reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Tender Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.