K2A Knaust & Andersson Fastigheter : Base Prospectus MTN Programme (2023-04-28)

K2A Knaust & Andersson

Fastigheter AB (publ)

Base Prospectus

MTN Programme

Arrangers:

Nordea Bank Abp

Swedbank AB (publ)

Dealers:

Arctic Securities AS, filial Sverige

Carnegie Investment Bank AB (publ)

Danske Bank A/S, Danmark, Sverige Filial

Nordea Bank Abp

Swedbank AB (publ)

This Base Prospectus was approved by the Swedish Financial Supervisory Authority on

28 April 2023. The Base Prospectus is valid for up to 12 months after its approval, provided that it is completed by any supplement required pursuant to Regulation (EU) 2017/1129. The Issuer's obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when this Base Prospectus is no longer valid.

IMPORTANT INFORMATION

In this base prospectus (the "Base Prospectus"), the "Issuer" means K2A Knaust & Andersson Fastigheter AB (publ), K2A Knaust

• Andersson Fastigheter AB (publ) together with its direct and indirect subsidiaries (the "Group"), or a subsidiary in the Group, depending on the context. Words and expressions defined in the general terms and conditions for the MTN Programme (the "General Terms and Conditions") and the final terms for the applicable Notes issued under the MTN Programme (the "Final Terms") shall have the same meaning when used in this Base Prospectus, unless expressly stated otherwise or follows from the context.

This Base Prospectus has been prepared by the Issuer in relation to the programme for issuance of notes in Swedish kronor ("SEK") or euro ("EUR") (the "Notes") with different maturities but with a minimum term of one (1) year (the "MTN Programme"). Notes may be issued in a minimal nominal amount of EUR 100,000 or the equivalent amount in SEK. The Issuer has undertaken towards the Dealers that the aggregate Nominal Amount of all Notes outstanding under the MTN Programme shall not exceed SEK 3,000,000,000 (or equivalent amount in EUR). The Issuer and the Dealers may agree to increase or decrease such amount.

This Base Prospectus has been prepared in accordance with the standards and requirements of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Regulation"), supplemented by Commission Delegated Regulation (EU) 2019/979 and Commission Delegated Regulation (EU) 2019/980 (jointly, the "Prospectus Regulations"). This Base Prospectus has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") as the competent authority under the Regulation. Approval and registration by the SFSA do not imply that the SFSA guarantees that the information provided in the Base Prospectus is correct and complete.

This Base Prospectus may not be distributed in any country where such distribution or disposal requires additional prospectus, registration or additional measures or is contrary to the rules and regulations in such country. Persons into whose possession this Base Prospectus comes or persons who acquire the Notes are therefore required to inform themselves about, and to observe, such restrictions. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws and are subject to U.S. tax law requirements. The Notes 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 (as defined in Rule 902 of Regulation S under the Securities Act). The Issuer has not undertaken to register the Notes under the Securities Act or any U.S. state securities laws or to affect any exchange offer for the Notes in the future. Furthermore, the Issuer has not registered the Notes under any other country's securities laws. It is the investor's obligation to ensure that the offers and sales of Notes comply with all applicable securities laws.

Unless otherwise explicitly stated, no information contained in this Base Prospectus has been audited or reviewed by the Issuer's auditors. Certain financial information in this Base Prospectus may have been rounded off and, as a result, the numerical figures shown as totals in this Base Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. This Base Prospectus shall be read together with all documents that are incorporated by reference and possible supplements to this Base Prospectus.

The Notes may not be a suitable investment for all investors and each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact other Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes; (iv) understand thoroughly the General Terms and Conditions and the applicable Final Terms; and (v) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Base Prospectus contains certain forward-looking statements that reflect the Issuer's current views or expectations with respect to future events and financial and operational performance. The words "intend", "estimate", "expect", "may", "plan", "anticipate" or similar expressions regarding indications or forecasts of future developments or trends, which are not statements based on historical facts, constitute forward-looking information. Although the Issuer believes that these statements are based on reasonable assumptions and expectations, the Issuer cannot give any assurances that such statements will materialise. Because these forward- looking statements involve known and unknown risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statement.

In respect of the Notes, the relevant Dealer will undertake a target market assessment in respect of the Notes and determine the appropriate channels for the Notes. Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take into consideration the target market assessment. However, a Distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. For the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), a determination will be made in relation to each issue about whether any Dealer participating in the issue of the Notes is a manufacturer in respect of such Notes. Neither the Dealers nor any or their respective affiliates that do not participate in an issue will be a manufacturer for the purpose of the MiFID Product Governances Rules.

Factors that could cause the Issuer's and the Group's actual operations, result or performance to differ from the forward-looking statements include, but are not limited to, those described in section "Risk factors". The forward-looking statements included in this Base Prospectus apply only to the date of the Base Prospectus. The Issuer undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law. Any subsequent forward-looking information that can be ascribed to the Issuer and the Group or persons acting on the Issuer behalf is subject to the reservations in or referred to in this section.

This Base Prospectus is governed by Swedish law. Disputes concerning, or related to, the contents of this Base Prospectus shall be subject to the exclusive jurisdiction of the courts of Sweden. The District Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

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TABLE OF CONTENTS
1	DESCRIPTION OF THE MTN PROGRAMME	3
2	PRODUCT DESCRIPTION	8
3	RISK FACTORS	12
4	GENERAL TERMS AND CONDITIONS AND FORM OF FINAL TERMS	24
5	THE ISSUER AND ITS OPERATIONS	73
6	BOARD OF DIRECTORS, SENIOR MANAGEMENT AND AUDITOR	77
7	OTHER INFORMATION	82
8	ADDRESSES	85

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• DESCRIPTION OF THE MTN PROGRAMME
  This section contains a general and broad description of the MTN Programme. It does not claim to be comprehensive or cover all details of the MTN Programme or the Notes and potential investors should therefore carefully consider this Base Prospectus as a whole, including the documents incorporate by reference before a decision is made to invest in the Notes.

1. General information
   The Issuer has established this MTN Programme for the purpose of issuing Notes up to a total amount of SEK 3,000,000,000 (or equivalent amount in EUR) or such other amount that the Dealers and the Issuer may agree. On 20 May 2021 the Issuer's board of directors resolved to establish an MTN Programme and on 19 May 2022 the board of directors decided on the current MTN programme.
   The Notes may be issued with different maturities but with a minimum term of one (1) year. The Notes may be issued in SEK or EUR with fixed interest rate or floating interest rate. The Notes may be issued in a minimal nominal amount of EUR 100,000 or the equivalent amount in SEK.
   Notes issued under this MTN Programme are governed by the General Terms and Conditions together with the applicable Final Terms. The General Terms and Conditions apply to all Notes issued under this MTN Programme. The applicable Final Terms in respect of Notes are specified in relation to the Notes on the basis of the form of final terms set out in section "Form of Final Terms" below. The applicable Final Terms must be read together with the General Terms and Conditions. The Final Terms specify, among other things, the Issue Date, the basis for interest calculation and the Maturity Date. Final Terms in relation to each Note Series issued under this MTN will also be available on the Issuer's website1 (www.k2a.se).
   Offers to purchase or otherwise acquire Notes under this MTN Programme are not directed to Persons whose participation in such offer(s) requires any additional prospectus, registration or additional measures other than those which follow from Swedish law for such offer(s) made in Sweden. Purchases or other acquisitions of Notes under this MTN Programme in contrary to the above will be deemed null and void.
   The Issuer has appointed Nordea Bank Abp, Swedbank AB (publ), Arctic Securities AS, filial Sverige, Carnegie Investment Bank AB (publ) and Danske Bank A/S, Danmark, Sverige Filial, as Dealers under the MTN Programme. Additional Dealers may be appointed and Dealers may withdraw from its appointment. The Dealers have not verified and are not responsible for the contents of this Base Prospectus.
2. Green Notes
   The Issuer may issue Green Notes and shall maintain a green finance framework. The relevant Green Finance Framework shall at all times be published on the Issuer's webpage and the Issuer shall ensure that an amount

• Information made available on the Issuer's website does not form part of this Base Prospectus unless such information is incorporated by reference into this Base Prospectus.

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equivalent to the proceeds from any Notes specified as "Green Notes" in the applicable Final Terms are applied in accordance with the relevant Green Finance Framework.

The Issuer may, from time to time, amend its Green Finance Framework. Any amendments to the Green Finance Framework effectuated after the Issue Date of the relevant Green Notes will not benefit or apply to Green Notes already issued prior to such amendment.

If the Issuer fails to comply with the relevant Green Finance Framework at any time, it shall not constitute an Event of Default under any circumstance and such non-compliance will not entitle any Noteholder to any form of compensation or to otherwise redeem, repurchase or accelerate the Green Notes prior to its specified Maturity Date.

1. Form of the Notes, clearing and settlement
   The Notes constitute debt instruments (Sw. skuldförbindelser), each of the type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act.
   The Notes are issued in dematerialised book-entry form and will be registered for the Noteholders on their respective Securities Account. Accordingly, the Notes will be maintained by the CSD (initially Euroclear Sweden AB) and registered in accordance with the Financial Instruments Accounts Act and no physical notes will be issued. Payments in respect of the Notes will be made and settled through the CSD's book-entry system. Each Note Series is given a specific loan identification number (ISIN) in the applicable Final Terms.
   The Notes are freely transferable, but Noteholders may be subject to purchase or transfer restrictions with regard to the Notes under local laws to which such Noteholder may be subject (due to, e.g. its nationality, its residency, its registered address or its place(s) of business). The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction.
2. Admission to trading
   An application for admission to trading of the Notes on Nasdaq Stockholm or any other Regulated Market may be made in accordance with the applicable Final Terms. The applicable Regulated Market will carry out its own assessment of the application and will approve or reject the admission to trading.
3. Tax
   The following summary outlines the Issuer's understanding of certain Swedish tax consequences relating to Noteholders, if not otherwise stated. The summary relates only to the position of persons who are the absolute beneficial owners of the Notes. It may not apply to certain classes of persons such as Dealers. The summary is based on the laws of Sweden as currently in effect and is only intended to provide general information and does not constitute legal or tax advice. This summary does not address the rules regarding reporting obligations for, among others, payers of interest. Prospective investors are urged to consult their professional tax advisers regarding the Swedish tax and other tax consequences (including the applicability and effect of double taxation treaties) of holding or transferring Notes.

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