SSAB : Agency Agreement

EXECUTION

AGENCY AGREEMENT

(AMENDED AND RESTATED)

DATED 17 MAY 2022

SSAB AB (publ)

€2,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

Allen & Overy LLP

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	CONTENTS
Clause		Page
1.	Definitions and Interpretation................................................................................................................	2
2.	Appointment of Agents .......................................................................................................................	10
3.	Issue of Global Notes ..........................................................................................................................	11
4.	Exchange of Global Notes...................................................................................................................	13
5.	Terms of Issue .....................................................................................................................................	14
6.	Payments .............................................................................................................................................	15
7.	Determinations and Notifications in respect of Notes and Interest Determination .............................	17
8.	Notice of any Withholding or Deduction ............................................................................................	19
9.	Duties of the Paying Agents in Connection with Early Redemption ..................................................	19
10.	Receipt and Publication of Notices .....................................................................................................	20
11.	Cancellation of Notes, Receipts, Coupons and Talons........................................................................	20
12.	Issue of Replacement Notes, Receipts, Coupons and Talons..............................................................	21
13.	Copies of Documents Available for Inspection...................................................................................	22
14.	Meetings of Noteholders .....................................................................................................................	23
15.	Commissions and Expenses ................................................................................................................	23
16.	Indemnity.............................................................................................................................................	23
17.	Responsibility of the Paying Agents ...................................................................................................	24
18.	Conditions of Appointment .................................................................................................................	24
19.	Communications between the Parties..................................................................................................	26
20.	Changes in Paying Agents...................................................................................................................	26
21.	Merger and Consolidation ...................................................................................................................	27
22.	Notification of Changes to Paying Agents ..........................................................................................	28
23.	Change of Specified Office .................................................................................................................	28
24.	Communications..................................................................................................................................	28
25.	Taxes and Stamp Duties ......................................................................................................................	29
26.	Currency Indemnity.............................................................................................................................	29
27.	Amendments........................................................................................................................................	29
28.	Contracts (Rights of Third Parties) Act 1999 ......................................................................................	29
29.	Governing Law and Submission to Jurisdiction..................................................................................	29
30.	Counterparts ........................................................................................................................................	30
Schedule
1.	Form of Calculation Agency Agreement.............................................................................................	31
2.	Terms and Conditions of the Notes .....................................................................................................	40
3.	Form of Deed of Covenant ..................................................................................................................	70
4.	Form of Put Notice ..............................................................................................................................	74
5.	Provisions for Meetings of Noteholders ..............................................................................................	75
6.	Forms of Global and Definitive Notes, Receipts, and Coupons and Talons .......................................	84
7.	Additional Duties of The Agent ........................................................................................................	109
Signatories ......................................................................................................................................................	110

THIS AGREEMENT is dated 17 May 2022

BETWEEN:

1. SSAB AB (publ) (the Issuer); and
2. CITIBANK, N.A., LONDON BRANCH (the Agent, which expression shall include any successor agent appointed under clause 20).

WHEREAS:

1. SSAB AB (publ) entered into an amended and restated Programme Agreement dated 17 May 2022 with the Dealers named therein pursuant to which SSAB AB (publ) may issue Notes (the Notes) under its Euro Medium Term Note Programme (the Programme) in an aggregate amount of up to €2,000,000,000 (or its equivalent in other currencies).
2. The parties hereto originally entered into an Agency Agreement dated 17 October 2007, which was most recently modified on 2 June 2021 (the Original Principal Agency Agreement) in respect of the Programme.
3. This Agreement amends and restates the Original Agency Agreement. Any Notes issued on or after the date hereof (other than any such Notes issued so as to be consolidated and form a single Series with any Notes issued prior to the date hereof) shall be issued pursuant to this Agreement. This does not affect any Notes issued under the Programme prior to the date of this Agreement.

IT IS AGREED:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

Applicable Law means any law or regulation by which any party is bound or with which it is accustomed to comply;

Auditors means the auditors for the time being of the Issuer or, in the event of their being unable or unwilling promptly to carry out any action requested of them pursuant to the provisions of this Agreement and/or the Conditions, such other independent firm of accountants as may be selected by the Issuer;

Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction;

Calculation Agency Agreement in relation to any Series of Notes means an agreement in or substantially in the form of Schedule 1;

Calculation Agent means, in relation to the Notes of any Series, the person appointed as calculation agent in relation to the Notes by the Issuer pursuant to the provisions of a Calculation Agency Agreement (or any other agreement) and shall include any successor calculation agent appointed in respect of the Notes;

CGN means a Temporary Global Note or a Permanent Global Note, in either case where the applicable Final Terms specify that the Notes are not in New Global Note form;

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Clearstream, Luxembourg means Clearstream Banking, société anonyme;

Code means the U.S. Internal Revenue Code of 1986;

Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting the Series, the terms and conditions being in or substantially in the form set out in Schedule 2 or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer as completed by the applicable Final Terms and, in the case of Exempt Notes, as may be modified and supplemented by the applicable Pricing Supplement;

Coupon means an interest coupon appertaining to a Definitive Note (other than a Zero Coupon Note), the coupon being:

1. if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in Part 4 of Schedule 6 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer; or
2. if appertaining to a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note, in the form or substantially in the form set out in Part 4 of Schedule 6 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer; or
3. if appertaining to a Definitive Note which is neither a Fixed Rate Note, a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note, in such form as may be agreed between the Issuer, the Agent and the relevant Dealer,

and includes, where applicable, the Talon(s) appertaining to the relevant Note and any replacements for Coupons and Talons issued pursuant to Condition 10;

Couponholders means the several persons who are for the time being holders of the Coupons and shall, unless the context otherwise requires, include the holders of Talons;

Definitive Note means a Note in definitive form issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the Issuer and the relevant Dealer in exchange for all or part of a Global Note, the Definitive Note being in or substantially in the form set out in Part 3 of Schedule 6 with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer and having the Conditions endorsed on it or, if permitted by the relevant authority or authorities and agreed by the Issuer and the relevant Dealer, incorporated in it by reference and having the applicable Final Terms (or the relevant provisions of the applicable Final Terms) either incorporated in it or endorsed on it and (except in the case of a Zero Coupon Note) having Coupons and, where appropriate, Receipts and/or Talons attached to it on issue;

Distribution Compliance Period has the meaning given to that term in Regulation S under the Securities Act;

Dual Currency Interest Note means an Exempt Note in respect of which payments of interest are made or to be made in such different currencies, and at rates of exchange calculated upon such basis or bases, as the Issuer and the relevant Dealer may agree, as indicated in the applicable Pricing Supplement;

Dual Currency Note means a Dual Currency Interest Note and/or a Dual Currency Redemption Note, as applicable;

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Dual Currency Redemption Note means an Exempt Note in respect of which payments of principal are made or to be made in such different currencies, and at rates of exchange calculated upon such basis or bases, as the Issuer and the relevant Dealer may agree, as indicated in the applicable Pricing Supplement;

Euroclear means Euroclear Bank S.A./N.V.;

Eurosystem-eligibleNGN means an NGN which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms;

Exempt Notes means Notes which are neither to be admitted to trading on a regulated market for the purposes of the Markets in Financial Instruments Directive, as amended (Directive 2014/65/EU) (MiFID II) in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive;

FATCA means Sections 1471 to 1474 (inclusive) of the Code and any regulations thereunder or official interpretations thereof;

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 (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);

Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrear on one or more Interest Payment Dates in each year as may be agreed between the Issuer and the relevant Dealer, as indicated in the applicable Final Terms;

Floating Rate Note means a Note on which interest is calculated at a floating rate, payable in arrear on one or more Interest Payment Dates in each year as may be agreed between the Issuer and the relevant Dealer, as indicated in the applicable Final Terms;

Global Note means a Temporary Global Note and/or a Permanent Global Note, as the context may require;

Index Linked Interest Note means an Exempt Note in respect of which the amount in respect of interest payable is calculated by reference to an index and/or a formula as the Issuer and the relevant Dealer may agree, as indicated in the applicable Pricing Supplement;

Index Linked Note means an Index Linked Interest Note and/or an Index Linked Redemption Note, as applicable;

Index Linked Redemption Note means an Exempt Note in respect of which the amount in respect of principal payable is calculated by reference to an index and/or a formula as the Issuer and the relevant Dealer may agree, as indicated in the applicable Pricing Supplement;

Issue Date means, in respect of any Note, the date of issue and purchase of the Note under clause 2 of the Programme Agreement or any other agreement between the Issuer and the relevant Dealer being, in the case of any Definitive Note represented initially by a Global Note, the same date as the date of issue of the Global Note which initially represented the Note;

NGN means a Temporary Global Note or a Permanent Global Note, in either case where the applicable Final Terms specify that the Notes are in New Global Note form;

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