Norsk Hydro : Fiscal Agency Agreement 2022

EXECUTION VERSION

Agency Agreement

relating to NORSK HYDRO ASA EUR 5,000,000,000 Euro Medium Term Note Programme

Due from one month to 30 years from the date of original issue arranged by CITIGROUP GLOBAL MARKETS LIMITED

Dated 7 November 2022

NORSK HYDRO ASA

as Issuer

and

CITIBANK N.A., LONDON BRANCH

as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent

and

CITIBANK EUROPE PLC

as Registrar

Ref: L-329353

This Agency Agreement is made as of 7 November 2022 between:

1. NORSK HYDRO ASA (the "Issuer");
2. CITIBANK N.A., LONDON BRANCH as Fiscal Agent, Paying Agent, Transfer Agent and Calculation Agent; and
3. CITIBANK EUROPE PLC as Registrar.

The Issuer proposes to issue from time to time euro medium term notes pursuant to this Agreement (the "Notes", which expression shall, if the context so admits, include the Global Notes (in temporary or permanent form) to be initially delivered in respect of Notes and VPS Notes) in an aggregate nominal amount outstanding at any one time not exceeding the Programme Limit (the "Programme").

It is agreed as follows:

• Interpretation

1.1 Definitions: Capitalised terms used in this Agreement but not defined in this Agreement shall have the meanings given to them in the Dealer Agreement dated 7 November 2022 relating to the Programme. In this Agreement:

"Applicable Law" means any law or regulation

"Authority" means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction

"Agents" means the Fiscal Agent, the Paying Agents, the Calculation Agent, the Registrar and the Transfer Agents or any of them and shall include such other Agent or Agents as may be appointed from time to time hereunder and, except in Clause 18, references to Agents are to them acting solely through their specified offices

"Business Day" means, in respect of each Note, (i) a day other than a Saturday or Sunday on which Euroclear and Clearstream, Luxembourg are operating and (ii) a day on which banks and foreign exchange markets are open for general business in the city of the Fiscal Agent's specified office and (iii) (if a payment is to be made on that day) a day on which banks and foreign exchange markets are open for general business in the principal financial centre for the currency of the payment or, in the case of euro, a day on which the TARGET System is operating

"Calculation Agent" means Citibank N.A., London Branch as Calculation Agent hereunder (or such other Calculation Agent(s) as may be appointed hereunder from time to time either generally hereunder or in relation to a specific issue or Series of Notes)

"Certificate" means a registered certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series and, save in the case of Global Certificates, being substantially in the form set out in Schedule 2

"CGN" means a temporary Global Note in the form set out in Part A of Schedule 1 or a permanent Global Note in the form set out in Part B of Schedule 1

"Change of Control Exercise Notice" has the meaning given to it in the Conditions and shall be substantially in the form set out in Schedule 4 Part B

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"Change of Control Put Event" has the meaning given to it in the Conditions

"Clearstream, Luxembourg" means Clearstream Banking S.A.

"Common Depositary" means, in relation to a Series, a depositary common to Euroclear and Clearstream, Luxembourg

"Common Safekeeper" means, in relation to a Series where the relevant Global Note is a NGN or the relevant Global Certificate is held under the NSS, the common safekeeper for Euroclear and/or Clearstream, Luxembourg appointed in respect of such Notes

"Common Service Provider" means, in relation to a Series where the relevant Global Note is a NGN or the relevant Global Certificate is held under the NSS, the common service provider for Euroclear and Clearstream, Luxembourg appointed in respect of such Notes

"Conditions" means in respect of the Notes of each Series the terms and conditions applicable thereto which shall be substantially in the form set out in Schedule 2 as modified, with respect to any Notes represented by a Global Certificate or a Global Note, by the provisions of such Global Certificate or Global Note, shall incorporate any additional provisions forming part of such terms and conditions set out in Part A of the Final Terms relating to the Notes of that Series and shall be endorsed on the Definitive Notes subject to amendment and completion as referred to in the first paragraph of Schedule 2 Part C and any reference to a particularly numbered Condition shall be construed accordingly

"Dealer Agreement" means the Dealer Agreement relating to the Programme dated today between the Issuer, Citigroup Global Markets Limited and the other dealers and arrangers named in it

"Definitive Note" means a Bearer Note in definitive form substantially in the form set out in Schedule 2 and having, where appropriate, Coupons and/or a Talon attached thereto on issue and, unless the context requires otherwise, means a Certificate (other than a Global Certificate)

"Euroclear" means Euroclear Bank SA/NV

"Exercise Notice" has the meaning given to it in the Conditions and, in the case of a Noteholders' redemption option, shall be substantially in the form set out in Schedule 4 Part

A

"Extraordinary Resolution" has the meaning set out in Schedule 3

"FATCA Withholding" means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto

"Final Terms" means, in relation to a Tranche, the Final Terms issued specifying the relevant issue details of such Tranche, substantially in the form of Schedule A Part 2 to the Dealer Agreement

"Fiscal Agent" means Citibank N.A., London Branch as Fiscal Agent hereunder (or such other Fiscal Agent as may be appointed from time to time hereunder)

"Global Certificate" means a Certificate substantially in the form set out in Schedule 1 representing Registered Notes of one or more Tranches of the same Series

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"Global Note" means a temporary Global Note or, as the context may require, a permanent Global Note, a CGN and/or a NGN, as the context may require

"Issue Date" means, in relation to any Tranche, the date on which the Notes of that Tranche have been issued or, if not yet issued, the date agreed for their issue between the Issuer and the Relevant Dealer(s)

"NGN" means a temporary Global Note in the form set out in Part C of Schedule 1 or a permanent Global Note in the form set out in Part D of Schedule 1

"NSS" means the new safekeeping structure which applies to Registered Notes held in global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg, and which is required for such Registered Notes to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations

"outstanding" means, in relation to the Notes of any Series, all the Notes issued other than

1. those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid to the Fiscal Agent as provided in this Agreement and remain available for payment against presentation and surrender of Notes, Certificates and/or Coupons, as the case may be, (c) those which have become void or in respect of which claims have become prescribed, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Bearer Notes that have been surrendered in exchange for replacement Notes, (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Bearer Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued, (g) any temporary Global Note to the extent that it shall have been exchanged for a permanent Global Note and any Global Note to the extent that it shall have been exchanged for one or more Definitive Notes, in either case pursuant to its provisions; provided that, for the purposes of (i) ascertaining the right to attend and vote at any meeting of Noteholders and (ii) the determination of how many Notes are outstanding for the purposes of Conditions 10 and 11 and Schedule 3, those Notes that are beneficially held by, or are held on behalf of, the Issuer or any of its Subsidiaries and not cancelled shall (unless and until ceasing to be so held) be deemed not to be outstanding. Save for the purposes of the proviso herein, in the case of any Notes represented by a NGN, the Fiscal Agent shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any determination of the nominal amount outstanding of each NGN

"Paying Agents" means the Fiscal Agent and the Paying Agents referred to above and such further or other Paying Agent or Agents as may be appointed from time to time hereunder

"permanent Global Note" means a Global Note representing Bearer Notes of one or more Tranches of the same Series, either on issue or upon exchange of a temporary Global Note, or part of it, and which shall be substantially in the form set out in Part B or Part D of Schedule 1, as the case may be

"Procedures Memorandum" means the dealer confirmation, issuer confirmation and notice details relating to the settlement of issues of Notes as shall be agreed upon from time to time by the Issuer, the Dealers and the Fiscal Agent and which, at the date of this Agreement, are set out in Schedule A to the Dealer Agreement

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"Programme Limit" means the maximum aggregate nominal amount of Notes that may be issued and outstanding at any time under the Programme, as such limit may be increased pursuant to the Dealer Agreement

"Redemption Amount" means the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or Change of Control Redemption Amount, as the case may be, all as defined in the Conditions

"Register" means the register referred to in Clause 11

"Registrar" means Citibank Europe plc as Registrar hereunder (or such other Registrar as may be appointed hereunder either generally or in relation to a specific Series of Notes)

"Regulations" means the regulations referred to in Clause 12

"Series" means a series of Notes, either issued on the same date or in more than one Tranche on different dates, that (except in respect of the first payment of interest and their issue price) have identical terms and are expressed to have the same series number

"specified office" means each of the offices of the Agents specified herein and shall include such other office or offices as may be specified from time to time hereunder

"Subscription Agreement" means an agreement between the Issuer and two or more Dealers made pursuant to Clause 2.2 of the Dealer Agreement

"Subsidiary" has the meaning set out in Condition 6(i)

"Syndicated Issue" means an issue of Notes pursuant to Clause 2.2 of the Dealer Agreement

"Tax" means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax

"temporary Global Note" means a Global Note representing Bearer Notes on issue and which shall be substantially in the form set out in Part A or Part C of Schedule 1, as the case may be

"Tranche" means, in relation to a Series, those Notes of that Series that are issued on the same date

"Transfer Agents" means the Transfer Agents referred to above and such further or other Transfer Agent or Agents as may be appointed from time to time hereunder either generally or in relation to a specific Series of Notes

"VPS" means the Norwegian Central Securities Depository, Verdipapirsentralen ASA and

"VPS Notes" means Notes issued in uncertificated and dematerialised book-entry form registered in the VPS.

1.2 Construction of Certain References: References to:

1. the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customers' interests in the Notes
2. other capitalised terms not defined in this Agreement are to those terms as defined in the Conditions

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