TERMS AND CONDITIONS FOR ENDOMINES AB (publ) UP TO EUR 5,000,000 SENIOR SECURED FIXED RATE NOTES ISIN: SE0012323632 No action is being taken that would or is intended to permit a public offering of the Notes or the possession, circulation or distribution of this document or any other material relating to the Issuer or the Notes in any jurisdiction other than Sweden, where action for that purpose is required. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any applicable restrictions.
TABLE OF CONTENTS Section Page 1. Definitions and Construction... 1 2. Status of the Notes... 9 3. Use of Proceeds... 10 4. Conditions for Disbursement... 10 5. Notes in Book-Entry Form... 11 6. Right to Act on Behalf of a Noteholder... 12 7. Payments in Respect of the Notes... 12 8. Interest... 13 9. Redemption and Repurchase of the Notes... 13 10. Transaction Security... 16 11. Information to Noteholders... 17 12. Financial Covenants... 19 13. General Undertakings... 19 14. Acceleration of the Notes... 21 15. Distribution of Proceeds... 23 16. Noteholders Committee... 24 17. Decisions by Noteholders... 25 18. Noteholders Meeting... 28 19. Written Procedure... 29 20. Amendments and Waivers... 29 21. Appointment and Replacement of the Agent... 30 22. Appointment and Replacement of the Issuing Agent... 33 23. Appointment and Replacement of the CSD... 34 24. No Direct Actions by Noteholders... 34 25. Prescription... 35 26. Notices... 35 27. Force Majeure and Limitation of Liability... 36 28. Governing Law and Jurisdiction... 36
1 1. DEFINITIONS AND CONSTRUCTION 1.1 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 Noteholder has opened a Securities Account in respect of its Notes. "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/as in force on the Issue Date) applied by the Issuer or the Group Companies (as applicable) in preparing its annual consolidated financial statements. "Adjusted Balance Sheet Total" means the adjusted balance sheet total of the Group (excluding any advance payments received) calculated in accordance with the Accounting Principles of the Group from time to time. "Adjusted Nominal Amount" means the Total Nominal Amount less the Nominal Amount of all Notes owned by a Group Company or an Affiliate, irrespective of whether such person is directly registered as owner of such Notes. "Affiliate" means 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 agency agreement entered into on or before the Issue Date, between the Issuer and the Agent, or any replacement agency agreement entered into after the Issue Date between the Issuer and an agent. "Agent" means Nordic Trustee & Agency AB (publ), reg. no. 556882-1879, P.O. Box 7329, SE- 103 90 Stockholm, Sweden, or another party replacing it, as Agent, in accordance with these Terms and Conditions. "Book-Entry Securities System" means the VPC system being part of the book-entry register maintained by the CSD or any other replacing book-entry securities system. "Business Day" means any day on which TARGET2 is open for the settlement of payments in euro and on which the deposit banks are generally open for business in Stockholm. "Change of Control Event" means the occurrence of an event or series of events whereby one or more persons, other than Handelsbanken Finland Standard Client A/C, Nordea Bank Abp,
2 reg. no. 2858394-9 or Joensuun Kauppa ja Kone Oy, reg. no. 0558121-1, acting together, acquire Control over the Issuer. "Compliance Certificate" means a certificate substantially in the form set out in Schedule 1 (Form of Compliance Certificate) which shall be signed by a director of the Issuer. "Control" means (a) acquiring or controlling, directly or indirectly, more than fifty (50) per cent. of the voting shares of the Issuer, or (b) the right to directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer. "CSD" means the Issuer s central securities depository and registrar in respect of the Notes, Euroclear Sweden AB, reg. no. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden, or another party replacing it, as CSD, in accordance with these Terms and Conditions. "CSD Business Day" means a day on which the Book-Entry Securities System is open in accordance with the regulations of the CSD. "CSD Business Day Convention" means the first following day that is a CSD Business Day. "CSD Regulations" means the CSD s rules and regulations applicable to the Issuer, the Agent and the Notes from time to time. "Equity Ratio" means the ratio of the Group s consolidated shareholders equity in the balance sheet calculated in accordance with the Accounting Principles applicable to the Group from time to time to the Adjusted Balance Sheet Total as calculated on a pro forma basis (including the new Financial Indebtedness). "EUR" means the single currency of the participating member states in accordance with the legislation of the European Community relating to Economic and Monetary Union. "Event of Default" means an event or circumstance specified in Clause 14.1. "Existing Financial Indebtedness" means (i) the convertible note held by TVL Gold 1, LLC in the principal aggregate amount of USD 20,666,666.66, (ii) the loan note held by TVL Gold 1, LLC in the principal aggregate amount of USD 3,333,333.34 and (iii) the loan taken by the Finnish Company in respect of certain vehicles in the principal aggregate amount of EUR 50,000. "Final Call Option Amount" has the meaning set forth in Clause 9.3.1 (c). "Final Maturity Date" means the date falling three (3) years after the Issue Date. "Finance Documents" means these Terms and Conditions, the Finnish Law Security Agreement and any other document designated by the Issuer and the Agent as a Finance Document. "Financial Indebtedness" means any indebtedness in respect of: (a) moneys borrowed or raised;
3 (b) (c) (d) (e) (f) the amount of any liability in respect of any finance leases, to the extent the arrangement is treated as a finance lease in accordance with the Accounting Principles applicable on the Issue Date (a lease which in the accounts of the Group is treated as an asset and a corresponding liability); receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark to market value shall be taken into account, provided that if any actual amount is due as a result of a termination or a close-out, such amount shall be used instead); counter indemnity obligations in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and without double counting, liabilities under any guarantee or other assurance against financial loss for any of the obligations referred to in paragraphs (a) to (f) above. "Financial Instruments Accounts Act" means the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument). "Finnish Company" means Endomines Oy, reg. no. 1061211-5. "Finnish Law Security Agreement" means the Finnish law pledge agreement to be entered into between the Finnish Company and the Agent on or about the Issue Date in respect of a first priority pledge over certain real estate mortgage notes, mining rights and exploration permits, granted in favour of the Agent and the Noteholders (represented by the Agent). "First Call Date" means the date falling one (1) year after the Issue Date. "First Call Option Amount" has the meaning set forth in Clause 9.3.1 (b). "Force Majeure Event" has the meaning set forth in Clause 27 (Force Majeure and Limitation of Liability). "Group" means the Issuer and its Subsidiaries from time to time (each a "Group Company"). "Initial Nominal Amount" has the meaning set forth in Clause 2.3. "Insolvent" means, in respect of a relevant person, that it is deemed to be insolvent, or admits inability to pay its debts as they fall due, in each case within the meaning of Chapter 2, Sections
4 7-9 of the Swedish Bankruptcy Act (Sw. konkurslagen (1987:672)) (or its equivalent in any other jurisdiction), suspends making payments on any of its debts or by reason of actual financial difficulties commences negotiations with all or substantially all of its creditors (other than the Noteholders and creditors of secured debt) with a view to rescheduling any of its indebtedness (including company reorganisation under the Swedish Company Reorganisation Act (Sw. lag (1996:764) om företagsrekonstruktion) (or its equivalent in any other jurisdiction)) or is subject to involuntary winding-up, dissolution or liquidation. "Interest" means the interest on the Notes calculated in accordance with Clauses 8.1 to 8.3. "Interest Payment Date" means 5 March each year or, and to the extent such day is not a CSD Business Day, the first subsequent CSD Business Day. The first Interest Payment Date for the Notes shall be 5 March 2020 and to the extent such day is not a CSD Business Day, the first subsequent CSD Business Day. The last Interest Payment Date shall be the relevant Redemption Date. "Interest Period" means (i) in respect of the first Interest Period, the period from (but excluding) the Issue Date to (and including) the first Interest Payment Date, and (ii) in respect of subsequent Interest Periods, the period from (but excluding) an Interest Payment Date to (and including) the next succeeding Interest Payment Date (or a shorter period if relevant). An Interest Period shall not be adjusted due to an application of the CSD Business Day Convention. "Interest Rate" means twelve (12) per cent. per annum. "Issue Date" means 5 March 2019 or such other date as is agreed between the Issuing Agent and the Issuer. "Issuer" means Endomines AB (publ), reg. no. 556694-2974, a company incorporated under the laws of Sweden. "Issuing Agent" means Nordea Bank Abp, Swedish Branch, or another party replacing it as Issuing Agent, in accordance with these Terms and Conditions and the CSD Regulations. "Liquidity" means the aggregate of the Group s available cash and cash equivalent investments. "Legal Reservations" means: (a) (b) (c) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; limitation of recognition and application of foreign laws as a result of order public; and the time barring of claims under the applicable limitation laws. "Make Whole Amount" has the meaning set forth in Clause 9.3.1(a).
5 "Material Adverse Effect" means a material adverse effect on: (a) (b) (c) the business, financial condition or operations of the Group taken as a whole; the Issuer's ability to perform and comply with the general undertakings set out in Clause 13 (General Undertakings) below; or subject to the Legal Reservations and the Perfection Requirements, the validity or enforceability of the Terms and Conditions or the Finnish Law Security Agreement. "Material Group Company" means each of the Issuer, Kalvinit Oy, reg. no. 1005935-6, Endomines Inc. reg. no. 6773142, Endomines Idaho, LLC, reg. no. 6701453 and the Finnish Company. "Measurement Date" means each of 31 March, 30 June, 30 September and 31 December. "Net Proceeds" means the proceeds from the Note Issue after deduction has been made for the Transaction Costs. "Nominal Amount" means in respect of each Note the Initial Nominal Amount, less the aggregate amount by which that Note has been redeemed in part pursuant to Clause 9.4 (Mandatory partial redemption (put option)). "Note" means a debt instrument (Sw. skuldförbindelse) for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act and which are governed by and issued under these Terms and Conditions. "Noteholder" means the person who is registered on a Securities Account as direct registered owner (Sw. ägare) or nominee (Sw. förvaltare) with respect to a Note. "Noteholders Committee" has the meaning set forth in Clause 16 (Noteholders Committee). "Noteholders Meeting" means a meeting among the Noteholders held in accordance with Clause 18 (Noteholders Meeting). "Perfection Requirements" means any and all registrations, filings, endorsements, notations in share registries, notices and other actions and steps required to be made in relation to the Finnish Law Security Agreement or the Transaction Security created thereunder or in order to perfect the Transaction Security created by the Finnish Law Security Agreement or in order to achieve the relevant priority for such Transaction Security. "Permitted Disposal" means any sale, lease, licence, transfer or other disposal which (save for paragraphs (a) below), is on arm s-length terms and at fair market value and which is: (a) (b) (c) of assets made by a Group Company to another Group Company; of assets made in the ordinary course of business of the disposing entity; of obsolete or redundant assets;
6 (d) (e) of accounts receivable by way of factoring or invoice discounting on a non-recourse basis; and arising as a result of any Permitted Security, provided that, the disposing entity of the assets or receivables (as applicable) referred to under the paragraphs (a) to (d) above applies or commits to apply the net proceeds from such disposal in reinvestment in the same line of assets or receivables (as applicable) within twelve (12) months from the disposal, and if no such reinvestment is applied (or is committed to be applied) within such reinvestment period (a "Disposal Prepayment Event"), the net proceeds from such disposal shall be applied in partial repayment on outstanding Notes by way of reducing the Nominal Amount of each Note pro rata within two (2) months following the end of the reinvestment period as set out in Clause 9.4 (Mandatory partial redemption (put option)). "Permitted Financial Indebtedness" means any Financial Indebtedness: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) incurred under the Notes; incurred under the Existing Financial Indebtedness; incurred under a future note up to an amount of EUR 5,000,000 to be issued by the Issuer; of the Group pursuant to any financial leasing arrangements (including extended payment terms and sale and lease backs of certain equipment) incurred in the ordinary course of the Group s business in a maximum amount of EUR 1,500,000; taken up from a Group Company; of the Group under any guarantee issued by a Group Company in the ordinary course of business; arising under a foreign exchange transaction or commodity derivatives for spot or forward delivery entered into in connection with protection against fluctuation in currency rates or prices where the exposure arises in the ordinary course of business, but not any transaction for investment or speculative purposes; incurred by the Issuer provided that such Financial Indebtedness (i) satisfies the Pro Forma Incurrence Test, (ii) is subordinated to the obligations of the Issuer under the Finance Documents, and (iii) has a final maturity date or a final redemption date or, when applicable, early redemption dates or instalment dates which occur after the Final Maturity Date; pension liabilities of the Group; incurred in connection with the redemption of the Notes in order to fully refinance the Notes and provided further that such Financial Indebtedness is subject to an escrow
7 arrangement up until the redemption of the Notes (taking into account the rules and regulations of the CSD), for the purpose of securing the redemption of the Notes; and (k) not permitted by the preceding paragraphs and the outstanding amount of which does not exceed EUR 500,000. "Permitted Security" means any security: (a) (b) (c) (d) (e) (f) (g) (h) (i) the Security arising under the Finnish Law Security Agreement; arising by operation of law or in the ordinary course of business; provided in relation to any lease agreement entered into by a Group Company; arising under any netting or set off arrangements under financial derivatives transactions or bank account arrangements, including group cash pool arrangements; provided by or over a Group Company to secure any Financial Indebtedness referred to under paragraph (a), Fel! Hittar inte referenskälla., (c), (f) and (j) under the definition of Permitted Financial Indebtedness; provided for any guarantees issued by a Group Company in the ordinary course of business; created in the form of a pledge over one or more escrow accounts to which the net proceeds incurred in relation to a refinancing of the Notes in full are intended to be received; created for the benefit of the providers of financing for the refinancing of the Notes in full, provided that any Perfection Requirements in relation thereto are not satisfied until after repayment of the Notes in full; and securing indebtedness not otherwise permitted above the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of security given by any Group Company other than any permitted under the preceding paragraphs) does not at any time exceed EUR 500,000. "Permitted Transaction" means an event whereby the Issuer change its domicile to Finland by way of a solvent merger, consolidation or corporate reconstruction (however described) provided that: (a) (b) the Agent has confirmed in writing to the Issuer and the Issuing Agent that the documents and other evidence as set out in Schedule 2 (Conditions Precedent for implementation of the Permitted Transaction) have been delivered to the satisfaction of the Agent (acting reasonably); and no Event of Default is continuing.
8 "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organisation, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality. "Pro Forma Incurrence Test" means (and is satisfied if) the Equity Ratio is not less than thirty (30) per cent. and no Event of Default is continuing or would occur upon the testing of the Pro Forma Incurrence Test pursuant to Clause 12.3 (Testing of the Pro Forma Incurrence Test). "Record Date" means the fifth (5) Business Day prior to (i) an Interest Payment Date, (ii) a Redemption Date, (iii) a date on which a payment to the Noteholders is to be made under Clause 15 (Distribution of proceeds), or (iv) another relevant date, or in each case such other Business Day falling prior to a relevant date if generally applicable on the Swedish bond market. "Redemption Date" means the date on which the relevant Notes are to be redeemed or repurchased in accordance with Clause 9 (Redemption and repurchase of the Notes). "Secured Obligations" means all present and future obligations and liabilities of the Issuer to the Secured Parties under the Finance Documents and the Agency Agreement. "Secured Parties" means the Noteholders and the Agent (including in its capacity as Agent under the Agency Agreement). "Securities Account" means the account for dematerialised securities (Sw. avstämningsregister) maintained by the CSD pursuant to the Financial Instruments Accounts Act in which (i) an owner of such security is directly registered or (ii) an owner s holding of securities is registered in the name of a nominee. "Security" means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect. "Subsidiary" means, in relation to any person, any Swedish or foreign legal entity (whether incorporated or not), in respect of which such person, directly or indirectly, (i) owns shares or ownership rights representing more than fifty (50) per cent. of the total number of votes held by the owners, (ii) otherwise controls more than fifty (50) per cent. of the total number of votes held by the owners, (iii) has the power to appoint and remove all, or the majority of, the members of the board of directors or other governing body, or (iv) exercises control as determined in accordance with the international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from time to time). "TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
9 "Total Nominal Amount" means the total aggregate Nominal Amount of the Notes outstanding at the relevant time. "Transaction Costs" means all fees, costs and expenses, stamp, registration and other taxes incurred by the Issuer or any other member of the Group in connection with the Notes Issue. "Transaction Security" means the Security provided for the Secured Obligations pursuant to the Finnish Law Security Agreement from time to time. "UB" means UB Securities Ltd, reg. no. 0772898-5. "Written Procedure" means the written or electronic procedure for decision making among the Noteholders in accordance with Clause 19 (Written Procedure). 1.2 Construction 1.2.1 Unless a contrary indication appears, any reference in these Terms and Conditions to: (a) (b) (c) (d) (e) "assets" includes present and future properties, revenues and rights of every description; any agreement or instrument is a reference to that agreement or instrument as supplemented, amended, novated, extended, restated or replaced from time to time; a "regulation" includes any regulation, rule or official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; a provision of law is a reference to that provision as amended or re-enacted; and a time of day is a reference to Stockholm time. 1.2.2 An Event of Default is continuing if it has not been remedied or waived. 1.2.3 No delay or omission of the Agent or of any Noteholder to exercise any right or remedy under the Finance Documents shall impair or operate as a waiver of any such right or remedy. 2. STATUS OF THE NOTES 2.1 The Notes are denominated in EUR and each Note is constituted by these Terms and Conditions. The Issuer undertakes to make payments in relation to the Notes and to comply with these Terms and Conditions. 2.2 By subscribing for Notes, each Noteholder agrees that the Notes shall benefit from and be subject to the Finance Documents and by acquiring Notes, each subsequent Noteholder confirms such agreement.
10 2.3 The nominal amount of each Note is EUR 1,000 (the "Initial Nominal Amount"). The maximum aggregate nominal amount of the Notes as at the Issue Date is EUR 5,000,000. All Notes are issued on a fully paid basis at an issue price of 100 per cent. of the Nominal Amount. The minimum investment upon the issuance of the Notes for each Noteholder is EUR 50,000. 2.4 The Notes constitute direct, general, unconditional, unsubordinated and Secured Obligations of the Issuer and shall at all times rank pari passu and without any preference among them and at least pari passu with all other direct, unconditional, unsubordinated and unsecured obligations of the Issuer, except obligations which are preferred by mandatory law and except as otherwise provided in the Finance Documents. 2.5 The Notes are freely transferable but the Noteholders may be subject to purchase or transfer restrictions with regard to the Notes, as applicable, under local laws to which a Noteholder may be subject. Each Noteholder must ensure compliance with such restrictions at its own cost and expense. 2.6 No action is being taken in any jurisdiction that would or is intended to permit a public offering of the Notes or the possession, circulation or distribution of any document or other material relating to the Issuer or the Notes in any jurisdictions other than Sweden and Finland, where action for that purpose is required. Each Noteholder must inform itself about, and observe, any applicable restrictions to the transfer of material relating to the Issuer or the Notes. 3. USE OF PROCEEDS The Issuer shall use the Net Proceeds from the issue of the Notes, for (i) financing the rampup, including the new mining method of the Friday Mine located in Idaho, U.S., (ii) financing exploration of the Karelian Gold Line, Finland and the Friday Mine, Idaho, U.S. as well as other potential U.S. assets, (iii) payment of Transaction Costs, and (iv) financing general corporate purposes of the Group. 4. CONDITIONS FOR DISBURSEMENT 4.1 UB shall pay the Net Proceeds to the Issuer on the later of (i) the Issue Date, and (ii) the date on which UB notifies the Issuing Agent that it has received the following documents and evidence: (a) (b) (c) the Finance Documents and the Agency Agreement duly executed by relevant parties; a copy of a resolution from the board of directors of the Issuer approving the issue of the Notes, the terms of the Finance Documents and the Agency Agreement, and resolving to enter into such documents and any other documents necessary in connection therewith; a copy of a resolution from the board of directors of the Finnish Company approving the terms of the Finnish Law Security Agreement, and resolving to enter into such agreement and any other documents necessary in connection therewith;
11 (d) (e) (f) copies of the articles of association and certificate of incorporation of the Issuer; evidence that the person(s) who has/have signed the Finance Documents, the Agency Agreement and any other documents in connection therewith on behalf of the Issuer are duly authorised to do so; and a legal opinion issued by Borenius Attorneys Ltd in relation to the Finnish Law Security Agreement. 4.2 UB may assume that the documentation delivered to it pursuant to Clause 4.2 is accurate, correct and complete unless it has actual knowledge that this is not the case, and UB does not have to verify the contents of any such documentation. 4.3 UB shall via email confirm to the Issuing Agent when the conditions in Clause 4.2 have been satisfied. 5. NOTES IN BOOK-ENTRY FORM 5.1 The Notes will be registered for the Noteholders on their respective Securities Accounts and no physical notes will be issued. Accordingly, the Notes will be registered in accordance with the Financial Instruments Accounts Act. Registration requests relating to the Notes shall be directed to an Account Operator. 5.2 Those who according to assignment, Security, the provisions of the Swedish Children and Parents Code (Sw. föräldrabalken (1949:381)), conditions of will or deed of gift or otherwise have acquired a right to receive payments in respect of a Note shall register their entitlements to receive payment in accordance with the Financial Instruments Accounts Act. 5.3 The Issuer and the Agent shall at all times be entitled to obtain information from the debt register (Sw. skuldbok) kept by the CSD in respect of the Notes. For the purpose of carrying out any administrative procedure that arises out of the Finance Documents, the Issuing Agent shall be entitled to obtain information from the debt register kept by the CSD in respect of the Notes. The Issuer shall issue any necessary power of attorney to such persons employed by the Agent, as notified by the Agent, in order for such individuals to independently obtain information directly from the debt register kept by the CSD in respect of the Notes. The Issuer may not revoke any such power of attorney unless directed by the Agent or unless consent thereto is given by the Noteholders. 5.4 The Issuer and the Agent may use the information referred to in Clauses 5.3 and 5.4 only for the purposes of carrying out their duties and exercising their rights in accordance with the Finance Documents and the Agency Agreement and shall not disclose such information to any Noteholder or third party unless necessary for such purposes.
12 6. RIGHT TO ACT ON BEHALF OF A NOTEHOLDER 6.1 If any person other than a Noteholder wishes to exercise any rights under the Finance Documents, it must obtain a power of attorney or other proof of authorisation from the Noteholder or a successive, coherent chain of powers of attorney or proofs of authorisation starting with the Noteholder and authorising such person. 6.2 A Noteholder may issue one or several powers of attorney to third parties to represent it in relation to some or all of the Notes held by it. Any such representative may act independently under the Finance Documents in relation to the Notes for which such representative is entitled to represent the Noteholder and may further delegate its right to represent the Noteholder by way of a further power of attorney. 6.3 The Agent shall only have to examine the face of a power of attorney or other proof of authorisation that has been provided to it pursuant to Clause 6.2 and may assume that it has been duly authorised, is valid, has not been revoked or superseded and that it is in full force and effect, unless otherwise is apparent from its face or the Agent has actual knowledge to the contrary. 7. PAYMENTS IN RESPECT OF THE NOTES 7.1 Any payment or repayment under the Finance Documents, or any amount due in respect of a repurchase of any Notes requested by a Noteholder pursuant to these Terms and Conditions, shall be made to such person who is registered as a Noteholder on the Record Date prior to an Interest Payment Date or other relevant due date, or to such other person who is registered with the CSD on such date as being entitled to receive the relevant payment, repayment or repurchase amount. 7.2 If a Noteholder has registered, through an Account Operator, that principal, interest or any other payment shall be deposited in a certain bank account, such deposits will be effected by the CSD on the relevant payment date. In other cases, payments will be transferred by the CSD to the Noteholder at the address registered with the CSD on the Record Date. Should the CSD, due to a delay on behalf of the Issuer or some other obstacle, not be able to effect payments as aforesaid, the Issuer shall procure that such amounts are paid to the persons who are registered as Noteholders on the relevant Record Date as soon as possible after such obstacle has been removed. 7.3 If, due to any obstacle for the CSD, the Issuer cannot make a payment or repayment, such payment or repayment may be postponed until the obstacle has been removed. Interest shall accrue in accordance with Clause 8.4 during such postponement. 7.4 If payment or repayment is made in accordance with this Clause 7, the Issuer and the CSD shall be deemed to have fulfilled their obligation to pay, irrespective of whether such payment was made to a person not entitled to receive such amount.
13 7.5 The Issuer is not liable to gross-up any payments under the Finance Documents by virtue of any withholding tax, public levy or the similar. 8. INTEREST 8.1 Each Note carries Interest at the Interest Rate applied to the Nominal Amount from (but excluding) the Issue Date up to (and including) the relevant Redemption Date. 8.2 Interest accrues during an Interest Period. Payment of Interest in respect of the Notes shall be made to the Noteholders on each Interest Payment Date for the preceding Interest Period. 8.3 Interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each and, in case of an incomplete month, the actual number of days elapsed (30/360- days basis). 8.4 If the Issuer fails to pay any amount payable by it under the Terms and Conditions on its due date, default interest shall accrue on the overdue amount from (but excluding) the due date up to (and including) the date of actual payment at a rate which is two (2) per cent. higher than the Interest Rate. Accrued default interest shall not be capitalised. No default interest shall accrue where the failure to pay was solely attributable to the Agent or the CSD, in which case the Interest Rate shall apply instead. 9. REDEMPTION AND REPURCHASE OF THE NOTES 9.1 Redemption at maturity The Issuer shall redeem all, but not some only, of the outstanding Notes in full on the Final Maturity Date with an amount per Note equal to the Nominal Amount together with accrued but unpaid Interest. If the Final Maturity Date is not a Business Day, then the redemption shall occur on the first following Business Day. 9.2 Purchase of Notes by the Issuer and Group Companies 9.2.1 The Issuer and any Group Company may, subject to applicable law, at any time and at any price purchase Notes on the market or in any other way. 9.2.2 Notes held by the Issuer or a Group Company may at the Issuer s or such Group Company s discretion be retained, sold or cancelled by the Issuer or a Group Company (as applicable). 9.3 Voluntary total redemption (call option) 9.3.1 The Issuer may redeem all, but not some only, of the outstanding Notes in full: (a) any time from the Issue Date to, but not including the First Call Date, at an amount equivalent to the sum of:
14 (i) the present value on the relevant Record Date of one hundred and three (103) per cent. of the Nominal Amount as if such payment originally should have taken place on the First Call Date; (ii) (iii) the present value on the relevant Record Date of the remaining coupon payments, less any accrued but unpaid Interest, through and including the First Call Date; and accrued but unpaid Interest on the redeemed amount, for the purposes of sub-paragraphs (ii) and (iii) above, the present value and unpaid Interest shall be calculated by using a discount rate of fifty (50) basis point over the comparable German government bond rate on the Business Day immediately preceding the date on which the applicable notice of redemption is given and the relevant "Record Date" shall mean a date agreed upon between the Agent, the CSD and the Issuer in connection with the redemption (the "Make Whole Amount"); (b) (c) any time from and including the First Call Date to, but not including, the date falling twenty-four (24) months after the Issue Date at an amount per Note equal to one hundred and three (103) per cent. of the Nominal Amount together with accrued but unpaid Interest (the "First Call Option Amount"); and/or any time from and including the date falling twenty-four (24) months after the Issue Date to, but not including, the Final Maturity Date at an amount per Note equal to one hundred and one (101) per cent. of the Nominal Amount together with accrued but unpaid Interest (the "Final Call Option Amount"). 9.3.2 Redemption in accordance with Clause 9.3.1 shall be made by the Issuer giving not less than fifteen (15) Business Days notice and not more than thirty (30) Business Days notice to the Noteholders and the Agent, in each case calculated from the effective date of the notice. The notice from the Issuer shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Noteholder to receive the amounts due on such Redemption Date. The notice is irrevocable but may, at the Issuer s discretion, contain one or more conditions precedent. Upon fulfilment of the conditions precedent (if any), the Issuer is bound to redeem the Notes in full at the applicable amount on the specified Redemption Date. 9.4 Mandatory partial redemption (put option) 9.4.1 Upon the occurrence of a Disposal Prepayment Event, the Issuer shall redeem all Notes pro rata in an aggregate amount equal to the aggregate amount not reinvested in accordance with the definition of Permitted Disposal. 9.4.2 Partial redemption in accordance with Clause 9.4.1 shall be made by the Issuer giving not less than fifteen (15) Business Days notice to the Noteholders and the Agent, in each case calculated from the effective date of the notice. The notice from the Issuer shall specify the Redemption Date and also the Record Date on which a person shall be registered as a
15 Noteholder to receive the amounts due on such Redemption Date. The notice is irrevocable. The Issuer is bound to redeem the Notes in part at the applicable amount on the specified Redemption Date. The applicable amount shall be an even amount in EUR and rounded down to the nearest EUR 1 (or, if less than zero, zero). 9.5 Early redemption due to illegality (call option) 9.5.1 The Issuer may redeem all, but not some only, of the outstanding Notes at an amount per Note equal to the Nominal Amount together with accrued but unpaid Interest on a Redemption Date determined by the Issuer if it is or becomes unlawful for the Issuer to perform its obligations under the Finance Documents. 9.5.2 The applicability of Clause 9.5.1 shall be supported by a legal opinion issued by a reputable law firm. 9.5.3 The Issuer may give notice of redemption pursuant to Clause 9.5.1 no later than twenty (20) Business Days after having received actual knowledge of any event specified therein (after which time period such right shall lapse). The notice from the Issuer is irrevocable, shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Noteholder to receive the amounts due on such Redemption Date. The Issuer is bound to redeem the Notes in full at the applicable amount on the specified Redemption Date. 9.6 Mandatory redemption due to a Change of Control Event (put option) 9.6.1 Upon the occurrence of a Change of Control Event, each Noteholder shall during a period of sixty (60) Business Days from the effective date of a notice from the Issuer of the Change of Control Event pursuant to Clause 11.1.2 (such period may not start earlier than upon the occurrence of the Change of Control Event and after the expiry of such time period the right shall lapse), have the right to request that all, or some only, of its Notes be repurchased in accordance with the below: (a) (b) (c) if the Change of Control Event occurs any time from the Issue Date to, but not including the First Call Date, at an amount equivalent to the sum of the Make Whole Amount; if the Change of Control Event occurs any time from and including the First Call Date to, but not including, the date falling twenty-four (24) months after the Issue Date at an amount equal to the First Call Option Amount; and/or if the Change of Control Event occurs any time from and including the date falling twenty-four (24) months after the Issue Date to, but not including, the Final Maturity Date at an amount equal to the Final Call Option Amount. 9.6.2 The notice from the Issuer pursuant to Clause 11.1.2 shall specify the Record Date on which a person shall be registered as a Noteholder to receive interest and principal, the Redemption Date and include instructions about the actions that a Noteholder needs to take if it wants Notes held by it to be repurchased. If a Noteholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer shall, or shall procure that a
16 person designated by the Issuer will, repurchase the relevant Notes and the repurchase amount shall fall due on the Redemption Date specified in the notice given by the Issuer pursuant to Clause 11.1.2. The Redemption Date must fall no later than twenty (20) Business Days after the end of the period referred to in Clause 9.6.1. 9.6.3 If Noteholders representing more than twenty (20) per cent. of the Adjusted Nominal Amount have requested that Notes held by them are repurchased pursuant to this Clause 9.6, the Issuer shall, no later than five (5) Business Days after the end of the period referred to in Clause 9.6.1, send a notice to the remaining Noteholders, if any, giving them a further opportunity to request that Notes held by them be repurchased on the same terms during a period of twenty (20) Business Days from the date such notice is effective. Such notice shall specify the Redemption Date, the Record Date on which a person shall be registered as a Noteholder to receive the amounts due on such Redemption Date and also include instructions about the actions that a Noteholder needs to take if it wants Notes held by it to be repurchased. If a Noteholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer shall, or shall procure that a person designated by the Issuer will, repurchase the relevant Notes and the repurchase amount shall fall due on the Redemption Date specified in the notice given by the Issuer pursuant to this Clause 9.6.3. The Redemption Date must fall no later than forty (40) Business Days after the end of the period of twenty (20) Business Days referred to in this Clause 9.6.3. 9.6.4 The Issuer shall comply with the requirements of any applicable securities laws or regulations in connection with the repurchase of Notes. To the extent that the provisions of such regulations conflict with the provisions in this Clause 9.6, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Clause 9.6 by virtue of the conflict. 9.6.5 Any Notes repurchased by the Issuer pursuant to this Clause 9.6 may at the Issuer s discretion be retained, sold or cancelled. 9.6.6 The Issuer shall not be required to repurchase any Notes pursuant to this Clause 9.6, if a third party in connection with the occurrence of a Change of Control Event offers to purchase the Notes in the manner and on the terms set out in this Clause 9.6 (or on terms more favourable to the Noteholders) and purchases all Notes validly tendered in accordance with such offer. If Notes tendered are not purchased within the time limits stipulated in this Clause 9.6, the Issuer shall repurchase any such Notes within five (5) Business Days after the expiry of the time limit. 9.6.7 No repurchase of Notes pursuant to this Clause 9.6 shall be required if the Issuer has given notice of a redemption pursuant to Clause 9.3 (Voluntary redemption (call option)) provided that such redemption is duly exercised. 10. TRANSACTION SECURITY 10.1 As continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer shall procure that the Finnish Company grants, on or before the Issue Date, the
17 Transaction Security to the Secured Parties as represented by the Agent. The Transaction Security shall be provided pursuant to, and subject to the terms of, the Finnish Law Security Agreement, and be perfected by the Finnish Company within forty (40) Business Days following the date of such agreement. The Agent shall hold the Transaction Security on behalf of the Secured Parties in accordance with the Finnish Law Security Agreement. 10.2 The Agent shall, on behalf of the Secured Parties, keep all certificates and other documents that are bearers of rights relating to the Transaction Security in safe custody. 10.3 Unless and until the Agent has received instructions from the Noteholders in accordance with Clause 17 (Decisions by Noteholders), the Agent shall (without first having to obtain the Noteholders consent) be entitled to enter into agreements with the Issuer or a third party or take any other actions, if it is, in the Agent s opinion, necessary for the purpose of maintaining, altering, releasing or enforcing the Transaction Security, creating further Security for the benefit of the Secured Parties or for the purpose of settling the Noteholders or the Issuer s rights to the Transaction Security, in each case in accordance with the terms of the Finance Documents. 10.4 For the purpose of exercising the rights of the Secured Parties, the Agent may instruct the CSD in the name and on behalf of the Issuer to arrange for payments to the Secured Parties under the Finance Documents and change the bank account registered with the CSD and from which payments under the Notes are made to another bank account. The Issuer shall immediately upon request by the Agent provide it with any such documents, including a written power of attorney (in form and substance satisfactory to the Agent, and the CSD), that the Agent deems necessary for the purpose of exercising its rights and/or carrying out its duties under this Clause 10.4. 10.5 The Agent shall be entitled to release all Transaction Security upon the full discharge of the Secured Obligations. 11. INFORMATION TO NOTEHOLDERS 11.1 Information from the Issuer 11.1.1 The Issuer shall make the following information available to the Noteholders by way of publication on the website of the Issuer: (a) (b) as soon as the same become available, but in any event within four (4) months after the end of each financial year, its audited consolidated financial statements for that financial year prepared in accordance with the Accounting Principles, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; as soon as the same become available, but in any event within sixty (60) Business Days after the expiry of each Measurement Date, its quarterly interim unaudited consolidated report of the Group prepared in accordance with the Accounting
18 Principles, which shall include for the reports to be provided in connection with the quarters ending on 30 June and 31 December a profit and loss account and balance sheet, and for the quarters ending on 31 March and 30 September a business review report (Fi: liiketoimintakatsaus); (c) (d) as soon as practicable following an acquisition or disposal of Notes by the Issuer or a Group Company, the aggregate Nominal Amount held by the Issuer or a Group Company (as applicable), or the amount of Notes cancelled by the Issuer; and any other information required by the Swedish Securities Markets Act (Sw. lag (2007:582) om värdepappersmarknaden). 11.1.2 Following the confirmation from the Agent that the Agent has received the documents and other evidence as set out in Schedule 2 (Conditions Precedent for implementation of the Permitted Transaction), the Issuer shall make available information regarding the Permitted Transaction by way of notice to the Noteholders in accordance with the provisions set out in Clause 26 (Notices). 11.1.3 The Issuer shall promptly notify the Noteholders and the Agent upon becoming aware of the occurrence of a Change of Control Event or the occurrence of an Event of Default. Such notice may be given in advance of the occurrence of a Change of Control Event and be conditional upon the occurrence of a Change of Control Event, if a definitive agreement is in place providing for such Change of Control Event. 11.1.4 The Issuer shall (i) within sixty (60) Business Days following any Measurement Date, (ii) upon the incurrence of any Financial Indebtedness incurred by the Issuer pursuant to paragraph (h) of the definition of Permitted Financial Indebtedness, and (iii) within twenty (20) Business Days upon the Agent's request, submit to the Agent a Compliance Certificate containing (in reasonable detail) computations as to compliance with Clause 12 (Financial Covenants). 11.2 Information from the Agent and a Noteholders Committee 11.2.1 Subject to the restrictions of any non-disclosure agreement entered into by the Agent in accordance with Clause 16.4 and 11.2.2, the Agent is entitled to disclose to the Noteholders any event or circumstance directly or indirectly relating to the Issuer or the Notes. Notwithstanding the foregoing, the Agent may if it considers it to be beneficial to the interests of the Noteholders delay disclosure or refrain from disclosing certain information other than in respect of an Event of Default that has occurred and is continuing. 11.2.2 Notwithstanding Clause 11.2.1, the Agent shall comply with an agreement regarding the nondisclosure of information received from the Issuer, which is entered into with the members of a Noteholders Committee and the Issuer pursuant to Clause 15.4. 11.3 Information among the Noteholders Upon request by a Noteholder, the Agent shall promptly distribute to the Noteholders any information from such Noteholder which relates to the Notes. The Agent may require that the
19 requesting Noteholder reimburses any costs or expenses incurred, or to be incurred, by the Agent in doing so (including a reasonable fee for the work of the Agent) before any such information is distributed. 11.4 Publication of Finance Documents 11.4.1 The latest version of these Terms and Conditions (including any document amending these Terms and Conditions) shall be available on the websites of the Issuer and the Agent. 11.4.2 The latest versions of the Finance Documents shall be available to the Noteholders at the office of the Agent during normal business hours. 12. FINANCIAL COVENANTS 12.1 Liquidity The Issuer shall ensure that the Liquidity on any Measurement Date is not less than the amount of Interest to be paid on the next Interest Payment Date (the "Liquidity Covenant"). 12.2 Testing of the Liquidity Covenant The Liquidity Covenant shall be calculated in accordance with the Accounting Principles and tested quarterly as per each Measurement Date and be reported within sixty (60) Business Day after the relevant Measurement Date by reference to the financial statements most recently delivered. The first test of the Liquidity Covenant shall be as of the Measurement Date starting on 30 June 2019. 12.3 Testing of the Pro Forma Incurrence Test The Issuer shall ensure that the Pro Forma Incurrence Test is met one (1) month prior to the incurrence of any Permitted Financial Indebtedness (by reference to the financial statements most recently delivered) which is intended to be incurred by the Issuer pursuant to paragraph (h) of the definition of Permitted Financial Indebtedness. 13. GENERAL UNDERTAKINGS So long as any Note is outstanding, the Issuer undertakes to comply with the general undertakings set forth in this Clause 13. 13.1 Nature of business The Issuer shall procure that no substantial change is made to the general nature of the business as carried on by the Group as of the Issue Date if such substantial change would have a Material Adverse Effect.