Storskogen : Terms and Conditions

TERMS AND CONDITIONS

Storskogen Group AB (publ)

Maximum SEK 2,000,000,000

Senior Unsecured Callable Floating Rate Bonds

2023/2027

ISIN: SE0020358026

First Issue Date: 22 June 2023

Confidential

SELLING RESTRICTIONS

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, except for "Qualified Institutional Buyers" within the meaning of Rule 144A under the U.S. Securities Act.

Swedbank is not a U.S. registered broker-dealer and accordingly Swedbank will only effect offers and sales of the New Notes Bonds solely outside of the United States in accordance with Regulation S.

PRIVACY STATEMENT

Each of the Issuer, the Agent and the Issuing Agent may collect and process personal data relating to the Bondholders, the Bondholders' representatives or agents, and other persons nominated to act on behalf of the Bondholders pursuant to the Finance Documents (name, contact details and, when relevant, holding of Bonds). The personal data relating to the Bondholders 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 (i) to exercise their respective rights and fulfil their respective obligations under the Finance Documents, (ii) to manage the administration of the Bonds and payments under the Bonds, (iii) to enable the Bondholders to exercise their rights under the Finance Documents and (iv) 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 items (i) to (iii) 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 item (iv), 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 has 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 (i) request that personal data is rectified or erased, (ii) object to specific processing, (iii) request that the processing be restricted and (iv) 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.

Confidential

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.storskogen.com, www.nordictrustee.comand www.nordea.com.

Confidential

TABLE OF CONTENTS

Clause	Page
DEFINITIONS AND CONSTRUCTION	1
STATUS OF THE BONDS	14
THE AMOUNT OF THE BONDS AND UNDERTAKING TO MAKE PAYMENTS	14
USE OF PROCEEDS	15
CONDITIONS PRECEDENT	15
THE BONDS AND TRANSFERABILITY	16
BONDS IN BOOK-ENTRY FORM	16
RIGHT TO ACT ON BEHALF OF A BONDHOLDER	17
PAYMENTS IN RESPECT OF THE BONDS	17
INTEREST	18
REDEMPTION AND REPURCHASE OF THE BONDS	18
INFORMATION UNDERTAKINGS	20
FINANCIAL COVENANTS	22
SPECIAL UNDERTAKINGS	23
TERMINATION OF THE BONDS	26
DECISIONS BY BONDHOLDERS	31
AMENDMENTS AND WAIVERS	36
THE AGENT	36
THE ISSUING AGENT	41
BASE RATE REPLACEMENT	41
THE CSD	45
NO DIRECT ACTIONS BY BONDHOLDERS	45
TIME-BAR	45
NOTICES AND PRESS RELEASES	46
FORCE MAJEURE	47
GOVERNING LAW AND JURISDICTION	48

Schedule	Page
SCHEDULE 1 CONDITIONS PRECEDENT	49
SCHEDULE 2 FORM OF COMPLIANCE CERTIFICATE	51

TERMS AND CONDITIONS

DEFINITIONS AND CONSTRUCTION

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 Financial Instruments Accounts Act and through which a Bondholder 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 aggregate Nominal Amount of all Bonds owned by a Group Company, an Affiliate of a Group Company, a Main Shareholder or any other person or entity owning any Bonds that has undertaken towards a Group Company, an Affiliate of a Group Company or a Main Shareholder to vote for such Bonds in accordance with each instruction given from time to time by a Group Company, an Affiliate of a Group Company or a Main Shareholder, in each case irrespective of whether such Person is directly registered as owner of such Bonds.

"Advance Purchase Agreement" means

an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment is due not more than one hundred twenty (120) calendar days after the date of supply; or

any other trade credit incurred in the ordinary course of business.

"Affiliate" means, in respect of any Person, 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.

"Agency Agreement" means the agreement entered into on or prior to the First Issue Date between the Issuer and the Agent, or any replacement agency agreement entered into after the First Issue Date between the Issuer and the Agent.

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

"Base Rate" means three (3) months STIBOR or any reference rate replacing STIBOR in accordance with Clause 20 (Base Rate Replacement).

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