NYNAS AB (PUBL) PROSPECTUS REGARDING … · exchange offer for the Notes in the future. ... on the beliefs of the Issuer¶s management or are assumptions based on ... to make a meaningful

NYNAS AB (PUBL)

PROSPECTUS REGARDING LISTING OF

MAXIMUM SEK 1,100,000,000

SENIOR UNSECURED CALLABLE FLOATING RATE NOTES

2014/2018

ISIN: SE0005994167

16 JUNE 2017

2

Important information

Words and expressions defined in the terms and conditions beginning on page 50 (the “Terms and Conditions”) have the same meanings when used in this prospectus (the “Prospectus”),

unless expressly stated or the context requires otherwise.

In this Prospectus, the “Issuer” or “Nynas” means Nynas AB (publ). The “Group” means the Issuer with all its Subsidiaries from time to time (each a “Group Company”). The “Joint

Bookrunners” means Danske Bank A/S, Danmark, Sverige Filial, Nordea Bank AB (publ) and Skandinaviska Enskilda Banken AB (publ). The “CSD” or “Euroclear” means Euroclear

Sweden AB. “SEK” refers to Swedish kronor and “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 and “USD” means the lawful currency of the United States.

Notice to investors

This Prospectus has been prepared in relation to the listing of notes issued on 26 May 2017 under the Issuer’s up to SEK 1,100,000,000 senior unsecured floating rate notes 2014/2018 with

ISIN SE0005994167, of which SEK 650,000,000 were issued on 26 June 2014 (the “Initial Notes” and the “First Issue Date”) and an additional amount of SEK 450,000,000 was issued on

26 May 2017 (the “Notes”) in accordance with the Terms and Conditions for the Notes. The nominal amount of each Note is SEK 1,000,000 (the “Nominal Amount”). According to the

Terms and Conditions, the Issuer may at one or several occasions issue subsequent notes (the “Subsequent Notes”). The maximum nominal amount of the Notes may not exceed SEK

1,100,000,000 unless consent from the Noteholders is obtained pursuant to the Terms and Conditions. This Prospectus does not contain and does not constitute an offer or a solicitation to

buy or sell Notes in any jurisdiction. This Prospectus has been prepared by the Issuer who is responsible for its content. None of the Joint Bookrunners have conducted any efforts to

independently verify the information supplied by the Issuer. This Prospectus has been prepared in accordance with the rules and regulations in the Swedish Financial Instruments Trading

Act (lag (1991:980) om handel med finansiella instrument) (the “Trading Act”) and Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of

the European Parliament and of the Council, each as amended. This Prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Finansinspektionen) (the

“SFSA”) pursuant to the provisions of Chapter 2, Sections 25 and 26 of the Trading Act. Approval and registration by the SFSA does not imply that the SFSA guarantees that the

information provided in the Prospectus is correct and complete.

This Prospectus is governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with this Prospectus. The District Court of

Stockholm (Stockholms tingsrätt) shall be the court of first instance. This Prospectus may not be distributed in any jurisdiction where such distribution would require any additional

prospectus, registration or measures other than those required under Swedish law, or otherwise would conflict with regulations in such jurisdiction. Persons into whose possession this

Prospectus may come are required to inform themselves about, and comply with such restrictions. Any failure to comply with such restrictions may result in a violation of applicable

securities regulations. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any

state or other jurisdiction outside Sweden. 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.

The Prospectus will be available at the SFSA’s web page (www .fi.se) and the Issuer’s web page (www .nynas.com), and paper copies may be obtained from the Issuer.

Unless otherwise explicitly stated, no information contained in this Prospectus has been audited or reviewed by the Issuer’s auditors. Certain financial information in this Prospectus may

have been rounded off and, as a result, the numerical figures shown as totals in this Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. This

Prospectus may contain forward-looking statements and assumptions regarding future market conditions, operations and results. Such forward-looking statements and information are based

on the beliefs of the Issuer’s management or are assumptions based on information available to the Group. The words “considers”, “intends”, “deems”, “expects”, “anticipates”, “plans” and

similar expressions indicate some of these forward-looking statements. Other such statements may be identified from the context. Any forward-looking statements in this Prospectus involve

known and unknown risks, uncertainties and other factors which may cause the actual results, performances or achievements of the Group to be materially different from any future results,

performances or achievements expressed or implied by such forward-looking statements. Further, such forward-looking statements are based on numerous assumptions regarding the

Group’s present and future business strategies and the environment in which the Group will operate in the future. Although the Issuer believes that the forecasts or indications of future

results, performances and achievements are based on reasonable assumptions and expectations, they involve uncertainties and are subject to certain risks, the occurrence of which could

cause actual results to differ materially from those predicted in the forward-looking statements and from past results, performances or achievements. Further, actual events and financial

outcomes may differ significantly from what is described in such statements as a result of the materialisation of risks and other factors affecting the Group’s operations. Such factors of a

significant nature are mentioned in section “Risk factors” below.

This Prospectus shall be read together with all documents that are incorporated by reference (see section “Overview of financial reporting and documents incorporated by reference” below)

and possible supplements to this Prospectus. No person has been authorised to provide any information or make any statements other than those contained in this Prospectus. Should such

information or statements nevertheless be furnished, it/they must not be relied upon as having been authorised or approved by the Issuer and the Issuer assumes no responsibility for such

information or statements. Neither the publication of this Prospectus nor the offering, sale or delivery of any Note implies that the information in this Prospectus is correct and current as at

any date other than the date of this Prospectus or that there have not been any changes in the Issuer’s or the Group’s business since the date of this Prospectus. If the information in this

Prospectus becomes subject to any material change, such material change will be made public in accordance with the provisions governing the publication of supplements to prospectuses in

the Trading Act.

The Bonds may not be a suitable investment for all investors and each potential investor in the Notes must in light of its own circumstances determine the suitability of the investment. In

particular, each potential investor should: (a) 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 Prospectus or any applicable supplement; (b) 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 the Notes will have on its overall investment portfolio; (c) have sufficient financial resources and

liquidity to bear all of the risks of an investment in the Notes, including Notes where the currency for principal or interest payments is different from the potential investor‘s currency; (d)

understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (e) be able to evaluate (either alone or with the help of a

financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Prospectus may contain market data, including information related to the sizes of the markets in which the Group participates. The information has been extracted from a number of

sources. Although the Issuer regards these sources as reliable, the information contained in them has not been independently verified and therefore it cannot be guaranteed that this

information is accurate and complete. However, as far as the Issuer is aware and can assure by comparison with other information made public by these sources, no information has been

omitted in such a way as to render the information reproduced incorrect or misleading.

3

Table of contents

RISK FACTORS ....................................................................................................... 4

DESCRIPTION OF THE NOTES AND THE USE OF PROCEEDS .................... 23

BUSINESS DESCRIPTION AND STRUCTURE ................................................. 34

THE ISSUER .......................................................................................................... 38

LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION ...... 42

TERMS AND CONDITIONS ................................................................................ 50

ADDRESSES .......................................................................................................... 95

4

RISK FACTORS

Investments in corporate notes always entail a certain degree of risk, including the risk of losing

the value of the entire investment. Should one or more of the risk factors described herein

materialise, it could have an adverse effect on the price of the Notes and/or Nynas’ operations,

financial position and results. A number of risk factors are described herein, both general risks

attributable to Nynas’ operations and main risks linked to the Notes in their capacity of financial

instruments. The intention is to describe risks that are linked to Nynas’ operations and thus also

Nynas’ ability to fulfil its obligations in accordance with the Terms and Conditions or that are

material in order to assess the market risk associated with the Notes.

Any potential investor considering investment in the Notes should carefully review the risk factors

described below, the stock exchange releases published by Nynas as well as any other information

provided by Nynas in relation to the Notes. All investors must, alone or consulting their own

professional advisers if necessary, make their own evaluations of the risks associated with an

investment in the Notes and engage in a general evaluation of external facts, other information

provided by Nynas in relation to the Notes and general information about the oil refining industry

in general and the naphthenic specialty oil and bitumen manufacturing industries in particular

from its own perspective. An investor should have adequate knowledge to evaluate the risk factors

as well as sufficient financial strength to bear these risks (which may imply that investors could

lose part or all of the value of their investments).

The risks involved in an investment in the Notes are not limited to the factors identified below and

the sequence in which the following risk factors are listed is not an indication of their likelihood or

of the extent of their commercial consequences or their importance. This description is based on

information known and assessed at the time of preparing this document but additional risk factors

which are currently unknown or which are currently not deemed to be material may also affect the

price of the Notes and/or Nynas’ future operations, result, financial position and thus also Nynas’

ability to fulfil its obligations in accordance with the Terms and Conditions.

Risks relating to Nynas and the Group

Market and commercial risks

Macroeconomics

The Group is affected by international, national and regional economic conditions. There have been

market uncertainties and disruptions as well as credit restrictions and geopolitical tensions in oil-

producing countries and this uncertainty, together with high prices, has resulted in turbulence on

the oil market and swings in crude and feedstock prices. It is inherently difficult to make accurate

predictions as to when the oil markets will start to stabilise, as the oil markets are impacted by

macro movements of the financial markets and many other factors, including the stock, bond and

derivatives markets, over which the Group has no control.

The Group has experienced in the past, is currently experiencing and expects to experience in the

future, the negative impact of periods of economic slowdown or recession and declines in the

5

demand for specialty oil products in the markets and industries in which it operates. The economic

situation in the countries in which the Group operates has been adversely affected by the general

weakening in economic conditions and turmoil in the global financial markets. Such countries

have, among others, experienced declining economic growth. Negative economic developments of

the kind described above have affected and may continue to affect the Group’s business in a

number of ways, including, among others, governmental and state spending and the income,

wealth, liquidity, business and/or financial condition of the Group’s customers.

There is a risk that variations in macroeconomic factors, including difficulties in individual

countries’ ability to meet their financial obligations, and oil market fluctuations as well as potential

further adverse developments in macroeconomic conditions, particularly in countries in which the

Group operates, will have an adverse effect on the Group’s operations, financial position and

results.

Changes in refining margins in the refining industry

The financial results of the Group are primarily affected by the price differential, or margin,

between refined petroleum product prices and the prices for crude oil and other feedstocks used for

refining the Group’s specialty oils and bitumen products. The cost for the Group to acquire its

feedstocks and the price at which it can ultimately sell its refined petroleum products depend upon

a variety of factors largely beyond the control of the Group.

Historically, refining margins have been volatile and they are likely to continue to be so in the

future. There is a risk that future volatility in refining margins will have an adverse effect on the

Group’s operations, financial position and results.

Factors that jointly and/or individually affect the Group’s refining margins include:

changes in aggregate demand and supply for crude oil, other feedstock and

refined petroleum products;

changes in demand and supply for specific crude oils, and other feedstock as

well as specific refined petroleum products such as gasoline and diesel;

fluctuations in the prices for crude oil, other feedstock as well as refined

petroleum products;

evolution of worldwide refining capacity and, in particular, refining capacity

that relates to the petroleum products refined by the Group;

pricing and other actions taken by competitors that impact the market;

availability of price arbitrage for refined petroleum products between different

geographical markets;

changes in the cost and availability of logistics services for feedstock and for

refined petroleum products;

6

environmental or other regulations, which could require the Group to make

substantial expenditures without necessarily increasing the capacity or operating

efficiency of its refineries;

changes in the mandatory petroleum product specifications of the EU and

governmental authorities for refined petroleum products; and

general political and economic conditions.

Depending on the nature of each factor and the particular circumstances, these factors may have

either a short-term or long-term adverse effect on the Group’s operations, financial position and

results.

Significant or extended changes in demand and supply fundamentals for crude oil and other

feedstock

The market prices for crude oil, and other feedstock, as well as refined petroleum products, are

subject to significant fluctuations resulting from a variety of factors affecting demand and supply,

which are outside the control of the Group. It is impossible to accurately predict future demand and

supply trends and their impact on crude oil and refined petroleum product prices.

There is a risk that significant pricing level changes during the period between the purchase of

crude oil, and other feedstock and the sale of refined petroleum products, in particular if affecting

the pricing of naphthenic specialty oils and bitumen, will have an adverse effect on the Group’s

operations, financial position and results.

Generally, there is an approximately one to three-month lag time from the delivery of crude oil, and

other feedstock to the refineries to the time when the refined petroleum products from the feedstock

are produced by the Group. The Group also maintains inventories of crude oil, and other feedstock

and of refined petroleum products, and the values of such inventories are subject to fluctuations in

market prices.

There is a risk that any significant or extended change in supply and demand trends will have an

adverse impact on prices for crude oil, and other feedstock as well as refined petroleum products

and/or result in inventory losses and thereby have an adverse effect on the Group’s operations,

financial position and results.

Competition

The Group faces domestic and international competition in the markets in which it participates.

Also, the Group provides logistics services for the supply of raw materials to the Group’s refineries

and for the transport of refined petroleum products from its refineries to destinations mainly in

Sweden, UK, Germany and to a large number of global and local customers internationally. The

Group also provides marine transportation services to third parties. The growth in tanker

transportation capacity has had an impact on freight rates. There is a risk that increased shipping

capacity and competition in the shipping industry will decrease the Group’s fleet utilisation rate

7

and shipping freight rates and thereby have an adverse effect on the Group’s operations, financial

position and results.

The adoption of higher environmental standards, particularly in the EU and the United States has

impacted on competition. In addition, with the adoption of higher environmental standards, many

of the Group’s competitors may decide to upgrade their plants, which will result in their refined

petroleum product slate and quality increase in competitiveness versus the Group’s refined

petroleum products.

There is always a risk of technical development in the Group’s markets, including the risk of

substitution, where some of the Group’s products can be formulated by competitors with other

components, for instance, paraffinic oils, Gas-to-Liquids (GTL), other synthetic petroleum

substances, or alternative natural substances that may eventually be more competitive than the

Group’s production.

There is a risk that increased competition will result in a loss of market shares and have an adverse

effect on the Group’s operations, financial position and results.

Reputation

It is essential for the Group to perform in accordance with certain ethical, environmental, health,

quality and sustainability standards. There is a risk that any infringements regarding these areas

will have an adverse effect on the Group in form of e.g. fines and negative publicity. In addition,

the Group regularly contracts with a range of industrial customers and suppliers; some of whom

may not comply with the ethical, environmental, health, quality and sustainability standards

required. There is a risk that any failure by the Group or the Group’s commercial counterparties to

operate at a sufficiently high standard in these regards will adversely affect the Group’s reputation

by association and prejudice the forging of future business relationships which, in turn, may have

an adverse effect on the Group’s operations, financial position and results.

Owners

The Group is currently owned and controlled by Neste AB and PDV Europe B.V. (a subsidiary of

Petróleos de Venezuela S.A, which in turn is the biggest supplier of the Group through its

subsidiary PDVSA Petróleo S.A.). There is a risk that these entities’ or their shareholders’ interests

will conflict with the noteholders, particularly if the Group encounters difficulties or is unable to

pay its debts as they fall due. It should be noted that the Group has commercial relationships with

its owners, with the intention that all commercial agreements shall be entered into on arm’s length

terms, and there is a risk that such commercial agreements are not entered into on arms’ length

terms and that such agreements have an adverse effect on the Group’s operations, financial position

and results. Besides the fact that the owners have the control of matters to be reserved for

shareholders (including to appoint the board of directors), there is also a risk that they have an

interest in pursuing acquisitions, divestitures, financings or other transactions that, in their

judgment, could enhance their equity investments, although, such actions might involve risks to the

noteholders. There is nothing that prevents a shareholder or any of its affiliates from acquiring

8

businesses that directly compete with the Group. If such event were to arise, there is a risk that such

transaction will have an adverse effect on the Group’s operations, financial position and results.

Operational risks

Proprietary technology and know-how

There is a risk that the measures taken by the Group to protect its technology and know-how

against third party infringement and appropriation will prove to be inadequate and that its

proprietary rights will not be upheld as valid or that its competitors will develop competing

technology that will infringe the Group’s proprietary rights. Should the Group fail to protect its

proprietary technology, there is a risk that such failure will have an adverse effect on the Group’s


Operation of refineries

Nynas’ business is dependent to a significant extent on its wholly-owned refineries at Nynäshamn

and Gothenburg, Sweden, in Harburg, Germany and a joint venture with Shell (Eastham Refinery

Limited) in Eastham, UK. In addition, Nynas has a partner refinery in Curacao (Refinería Isla

(Curacao), B.V.). The Nynäshamn and Harburg refineries are Nynas’ principal production

facilities.

Nynas’ refineries are scheduled to have a major maintenance turnaround every four to six years.

The Group’s operations would be subject to significant interruption if one or several of these

refineries were to experience an accident or otherwise be forced to shut down or curtail production

due to unforeseen events lasting for a period of several weeks, such as, but not limited to, natural

disasters, extended power outages, industrial accidents, IT problems or fires.

There is a risk that any delays to scheduled shutdowns, cost overruns or any unexpected shutdowns

or business interruptions will have an adverse effect on the Group’s operations, financial position

and results.

Interests in joint ventures and similar arrangements

The Group conducts some of its operations through Eastham Refinery Limited, a co-owned

associated company in which Nynas does not have a controlling interest. As a result, the Group

does not have an independent influence over the conduct of the company’s business or its cash

flow. The risk of actions outside Nynas’ or the joint venture’s control and adverse to the Group’s

interests is inherent in jointly controlled entities. There is a risk that the partners owning the joint

venture may disagree on important matters, including, but not limited to, funding of the company,

operations and on/offsite infrastructure. There is a risk that a disagreement or deadlock regarding

the company or a breach by one of the parties of the material provisions of the cooperation

arrangements will have an adverse effect on the Group’s operations, financial position and results.

Supplier relationships including access to raw material

The Group requires crude oil, and other feedstock in order for its refineries to produce various

refined petroleum products. Unlike certain of its competitors that have their own oil exploration

9

and production operations, the Group is dependent, for a substantial portion of its operations, on

continued access to these and other raw materials and supplies at appropriate prices to the Group.

There is a risk that problems or delays in accessing low cost, crude oil and other feedstock will

increase the cost of obtaining raw materials and have an adverse effect on the Group’s operations,

financial position and results. The Group sources the majority of its crude oil from PDVSA

Petróleo S.A., a subsidiary of Petróleos de Venezuela S.A. in Venezuela, which is the ultimate

parent company of PDV Europe B.V., i.e. one of the owners of the Group. The remainder of the

Group’s crude oil is currently sourced from suppliers in the North Sea and other suppliers around

the world. There is a risk that the Group’s access to crude oil is interrupted as a result of, among

other things, limited pipeline capacity, suppliers’ unwillingness or inability to deliver supplies

within agreed quantities and qualities, structural changes in the oil industry, government

restrictions, taxation, regional and political unrest, cancellation of supply agreements or unresolved

disputes with its crude oil suppliers, or problems in transporting sufficient quantities of oil to the

Group’s refineries.

Problems in accessing either Venezuelan or North Sea crude oil or a stop or other interruption of

deliveries from its current suppliers would require the Group to ship its raw material needs from

other sources thus losing the benefit of having its refineries supplied with the best suitable crude

oil. The configurations of the Group’s refineries are oriented towards refining certain dual-purpose

crude oil qualities from Venezuela and the North Sea to produce both bitumen and naphthenic

specialty oils. Thus, there is a risk that limitations in deliveries of these crude oil qualities in

sufficient quantities will have an adverse effect on the Group’s operations, financial position and

results.

The Group also procures various products, among others, from its partner refinery in Curacao.

There is a risk that the Group’s access to the products from this partner refinery and other suppliers

of products will be interrupted as a result of government restrictions, taxation, regional and political

unrest, operational disruptions, supply capacity, cancellation of the supply agreements or

unresolved disputes. Thus, there is a risk that limitations in deliveries of these product qualities in

sufficient quantities will have an adverse effect on the Group’s operations, financial position and

results.

The Group also uses other suppliers of products and services in its business activities including

suppliers of services of storage, transportation and other distribution services. The Group is

exposed to the risk of such suppliers being unable or unwilling to supply their agreed services or

products for any reason and the Group being unable to adequately replace such suppliers within the

desired period and on conditions favourable to the Group, resulting in increased costs or delays to

the Group with a consequential adverse effect on the Group’s operations, financial position and

results.

Customer agreements

The Group is to a certain extent dependent on its key customers. However, the customer

agreements entered into by the Group are entered into for a limited period of time. Hence, the

10

Group relies on a strong relationship with its key customers in order for such customer agreements

to be extended or renewed once expired. If a significant amount of the Group’s commercial

relationships with its key customers is terminated or not extended, there is a risk that this will have


Employees

The future operating results of the Group depend to a large extent upon the continued contributions

of its senior management and personnel and, therefore, the Group depends largely on its ability to

recruit, train, motivate, retain and replace highly skilled employees. However, there is fierce

competition for employees with the level of experience and qualifications in the business that the

Group depends upon. Hence, there is a risk that such competition for skilled employees will

significantly increase the Group’s personnel costs or that it will be increasingly difficult for the

Group to hire and/or retain qualified personnel.

If the Group cannot recruit, train, retain and/or motivate and replace qualified personnel, there is a

risk that it will be unable to compete effectively in its current business and that the successful

implementation of the Group’s strategies will be limited or prevented. There is, in each such case, a

risk that the Group’s operations, financial position and results will be adversely affected.

Also, the Group is subject to the risk of labor disputes and adverse employee relations. Further, the

majority of employees of the Group are represented by labour unions under several collective

bargaining agreements. However, not all employees of the Group represented by labour unions are

currently bound by valid collective bargaining agreements. In addition, there is a risk that

organisations collectively representing the Group and other employers in its industry will not be

able to renegotiate satisfactory collective labour agreements when they expire and/or that the

existing labour agreements of the Group will not prevent a strike or work stoppage at any of its

facilities in the future.

If such labour disputes or other adverse employee relations, including but not limited to strikes and

work stoppages, or problems with the labour unions or collective bargaining agreements, occur,

there is a risk that the Group’s operations, financial position and results will be adversely affected.

Product liability

The Group is subject to risk for product liability claims including cases where the Group’s refined

products are claimed to be defective and/or are claimed to have caused property damage or

personal injury. For certain claims, there is a risk for the Group being unable to receive

compensation for damages and expenses paid to claimants, from its own suppliers when they are

responsible for the claim. There is a risk for certain claims and expenses not being covered by the

Group’s insurance programme and there is a risk that the Group becomes seriously harmed by

gradual environmental damage claims and other uninsured incidents and accidents which will have

an adverse effect on the Group’s operations, financial position and results. Such serious events,

including product liability claims, can also cause reputational damage which in turn could result in

a decline in demand for the Group’s products which will have an adverse effect on the Group’s


11

Military campaigns and terrorist activity

There is a risk that any military strikes or sustained military campaigns in areas or regions of the

world where the Group has operations will affect the business of the Group in unpredictable ways,

including forcing the Group to increase security measures and causing disruptions of supplies and

markets, loss of property and incapacitation and other injuries to employees. Further, like other

industrial companies, the facilities of the Group may be the target of terrorist activities. Any

damage to infrastructure, such as power generation facilities, or incapacitation and other injuries to

employees, that could be direct targets or indirect casualties, of an act of war or terrorism, may

have an adverse effect on the Group’s operations, financial position and results.

There is a risk that any disruption of the Group’s ability to produce or distribute its products will

result in a significant decrease in revenues and significant additional costs to replace or repair and

insure the Group’s assets, and that the Group’s operations, financial position and results will be

adversely affected thereby.

Maritime disasters

The operation of the Group’s contracted shipping capacity is subject to inherent risks, including the

risks of maritime disaster, damage to the environment and loss of or damage to cargo and property.

Such events can be caused by mechanical failure, human error, destructive weather conditions or

piracy, among other factors, in the areas where the Group’s shipping fleet operates.

There is a risk that the occurrence of any of these events, either directly or indirectly, due to

negative publicity and/or business interruptions, not fully covered by the Group’s insurance

programme, have an adverse effect on the Group’s reputation, operations, financial position and

results.

Operating risks, hazards and accidents

The Group’s business is subject to numerous operating risks and hazards normally associated with

the oil refining industry, many of which are beyond the Group’s control. There is a risk that human

errors, accidents or hazardous incidents, including, among others, natural disasters, causing

financial damage, personal injury, death, property or environmental damage at any of the Group’s

refineries or other facilities or surrounding areas will occur and not be fully covered by the Group’s

insurance programme. There is a risk that any realisation of human errors, operating risks and

hazards and the costs associated with them (including capital and operating expenditures to abate

the error, risk or hazard, restore own or third party property, compensate third parties for loss

and/or pay fines or damages) or the occurrence of incidents and accidents will have an adverse


Environmental risk

The Group’s operations and products are, have historically been and will in the future be, subject to

extensive environmental, chemicals control and consumer protection laws and regulations adopted

by the EU and other jurisdictions in which the Group operates. The nature of certain of the Group’s

businesses exposes the Group to risks of environmental costs and liabilities arising from the past,

12

current and future manufacture, use, storage, disposal and maritime and inland transport and sale of

materials that may be considered to be contaminants when released into the environment. The

Group’s products are classified as chemicals in the EU and other jurisdictions. Liability may also

arise through the acquisition, ownership or operation (although disposed) of properties or

businesses.

The Directive 2010/75/EU on industrial emission and the legislation implementing it require the

use of best available technology in emission control. The requirement calls for significant

additional expenditures at oil refineries.

Because of the nature of their business operations, oil refining, oil retail and shipping companies,

including the Group, is exposed to the risk of becoming subject to increasingly stringent

environmental and other regulatory requirements. The Group must also comply with the conditions

set forth in its permits, which in turn are also subject to amendments. There is a risk that new

environmental initiatives and amendments to permits will result in significant additional

expenditures or reduction or termination of certain operations and, in turn, have an adverse effect

on the Group’s operations, financial position and results.

The Group is required to remediate an area (called J3/J4) which contains a material called acid tar.

Acid tar pits have been and are a common problem in the petroleum industry for many years,

however the acid tar in J3/J4 is unusually acidic and high in sulphur content making it difficult to

treat. Consequently, the Group has submitted to the Land and Environmental Court a final

remediation plan together with additional information as requested by such court. The Land and

Environmental Court determined in its decision of 18 June 2014 that Nynas may proceed with the

clean-up process in accordance with its final remediation plan (subject to two minor modifications).

After the dismissal of an appeal petition filed with the Land and Environmental Court of Appeal

the ruling became legally binding on 12 December 2014. The estimated cost for the methodology

considered in the remediation plan is included in the Group’s financial statements. If the estimated

costs are exceeded or if the remediation plan fails and the court decides that a more expensive

methodology is to be used or that the Group has to undertake additional action than such contained

in the plan submitted that could result in increased costs which would have an adverse effect on the

Group’s operations, financial position and results.

In the sea bed outside the refinery in Nynäshamn there are contaminated sediments resulting from

operations several decades ago (called E2). There is no proven technique to remove the

contaminated sediments without causing additional environmental damage. The Group is

committed to monitoring the continued natural recovery of the contaminated sea bed and on 18

June 2014, the Land and Environmental Court ruled on the next steps of the proceedings and

determined that it is not environmentally justified to remove the contaminated sediments which are

located at depths exceeding 34 meters outside the refinery in Nynäshamn. Upon appeal, the Land

and Environmental Court of Appeal added the obligation to investigate dredging of the shallow

areas of E2. Consequently, according to the ruling Nynas may continue the monitoring and Nynas

shall only investigate monitored natural recovery and in-situ capping and dredging of the shallow

areas. The ruling became legally binding on 27 November 2015. Should the court in future rulings

13

rule that the Group shall further investigate methods for remediation or undertake other actions

which result in increased costs it would it have an adverse effect on the Group's reputation,


Infrastructure

The business and operation of the Group depend on adequate infrastructure. Water and electricity

supply, as well as reliable roads and other transport infrastructure and services are essential for the

conduct of the Group’s operations and the availability and cost of this infrastructure affects capital

and operating costs. There is a risk that interference with this infrastructure will have an adverse


Local relationships

The Group’s operations can have an impact on local communities, including the need, from time to

time, to relocate communities or infrastructure such as railways and utility services. There is a risk

that failure to manage relationships with local communities, government and non-governmental

organisations will have an adverse effect on the Group’s operations, financial position and results.

Failure to implement the Group’s business strategy

There is a risk that the Group will not be able to successfully implement its business strategy for

the coming years. As mentioned herein, the Group is subject to risks related to inter alia sufficient

supply of feedstock, competition, technological risks, operational risks and hazards, the Group’s

relationship with local governments etc. as well as financial risks. If any of these risks would

materialise or other circumstances would occur affecting the assumptions made in the business

strategy of the Group, it could affect the Group’s ability to successfully implement its business

strategy. If the Group is not able to implement its business strategy as desired or at all, this would

have an adverse effect on the Group’s operations, financial position and results.

Financial risks

Capital Expenditure

The business of the Group is capital intensive. Specifically, operational costs, maintenance of

machinery and equipment and compliance with laws and regulations require substantial capital

expenditure. There is a risk that failure to maintain production levels, generate sufficient cash flow

or maintain access to financing alternatives will impact on the amounts of capital available for

necessary expenditure and that this, in turn, has an adverse effect on the Group’s operations,

financial position and results.

Currency risk

The Group is exposed to foreign exchange risks due to the fact that its operating expenses, except

for procurement of crude oil, and other feedstock, are mainly recorded in euro or Swedish Kronor,

whereas most of the Group’s sales are denominated in either U.S. dollars or local currencies. If the

value of the currency in which the Group incurs its costs (e.g. the U.S. dollar, British Pound, euro

or Swedish Kronor) strengthens relative to the value of the currency in which it sells its products

14

(e.g. the U.S. dollar or local currency), there is a risk that the Group’s operations, financial position

and results will be adversely affected.

The Group reports its financial results in Swedish Kronor. Therefore, the Group also faces a

currency translation risk to the extent that the assets, liabilities, revenues and expenses of its

subsidiaries are denominated in currencies other than the Swedish Kronor. In order to prepare its

financial statements, the Group must translate the values of those assets, liabilities, revenues and

expenses into Swedish Kronor at the applicable exchange rates. Consequently, increases and

decreases in the value of the Swedish Kronor against other currencies will affect the value of these

items in the consolidated financial statements, even if their value has not changed in their original

currency.

The Group is also exposed to longer-term economic exposures with respect to foreign exchange

rates. There is a risk that changes in exchange rate levels for an extended period will have an

adverse effect on the competitive position of the Group relative to its competitors.

Interest rate risk

There is a risk that interest charged on the Group’s borrowings will be subject to changes in the

market rates of interest and that any increase in such interest rates will increase the Group’s interest

payments and thereby have an adverse effect on the Group’s operations, financial position and

results.

Financial reporting

In preparing financial statements of the Group, the Group’s management may be obliged to make

certain judgements and estimates that can have an impact on the Group’s financial statements.

There is a risk that failure to use accurate assumptions in calculations for such estimates will have


Credit and counterparty risk

Credit and counterparty risk arises from sales, hedging and trading transactions, as well as cash

investments. The risk is linked to the potential failure of a counterparty to meet its contractual

payment obligations and is thus dependent on the creditworthiness of the counterparty and the size

of the exposure concerned. The amount of risk is quantified at the expected loss to the Group in the

event of a default by the counterparty. There is a risk that credit and counterparty risk will, if

materialised, have an adverse effect on the Group’s operations, financial position and results.

Financing risk

Whilst the Group’s principal source of liquidity is expected to be cash generated from operations,

the Group may need to raise financing from time to time. There is a risk that inability to refinance

existing facilities or to obtain additional financing at market terms, as a result of a deficiency in the

capital market or for any other reason, will result in delays or reduction or termination of certain

operations, and, in turn, have an adverse effect on the Group’s operations, financial position and

results.

15

Further, existing financing in the Group contains undertakings which, if breached and not waived,

could result in the existing financing being accelerated and becoming due and payable. In

particular, there are cross-default clauses in the existing financing of Nynas stating that a default in

relation to any financial indebtedness of the Group (including the Notes) constitutes an event of

default under the existing financing. There is a risk that an obligation to prepay any existing

financing will have an adverse effect on the Group’s operations, financial position and results.

The Group is also dependent on its ability to finance short-term fluctuations in cash flow and

unforeseen major payment obligations. If a situation where the Group is unable to meet its financial

obligations towards its creditors due to lack of liquidity occurs, there is a risk that the Group’s

operations, financial position and results will be adversely affected.

Trading and hedging activities

As part of the management of risks relating to fluctuations in prices of crude oil, and other

commodities related to the Group’s business, the Group conducts trading operations in, and relating

to, these commodities. Trading is conducted on international and regional markets, and involves

spot transactions, such as contracts for future delivery, as well as options and other derivative

products. There is a risk that the Group will incur losses in the future as a result of adverse

movements in commodity prices or other factors affecting its trading positions. There is a risk that

any of these risks, if materialised, will have an adverse effect on the Group’s operations, financial

position and results.

Legal risks

Legislation, regulation and authorisations

The Group’s activities are subject to extensive laws and regulations, both general and industry-

specific, including, most notably environmental, chemical, property, competition law (in particular

since the Group has a dominant position within certain sectors), anti-bribery and anti-corruption

legislation, labour and occupational health and safety standards and tax laws, in each of the

geographical markets in which it operates. There is a risk that compliance with such laws and

regulations will require the Group to spend considerable sums and resources and that the Group’s

operations, financial position and results will be adversely affected thereby.

In addition to the above, there is a risk that the enactment of new laws and regulations and changes

to existing laws and regulations which impact on the Group and its business activities and

operations will result in reduced revenues and/or increased costs and, in turn, have an adverse


Further, the Group’s operations require numerous permits and authorisations under various laws

and regulations. In particular, the Group’s refineries, blending plants and terminals have been

granted environmental permits under such laws and regulations. These and other authorisations and

permits are subject to revocation, renewal or modification and can require operational changes,

which may involve significant costs and resources to limit impacts or potential impacts on the

environment and/or health and safety.

16

There is a risk that a violation, breach or other non-compliance by the Group of any authorisation,

permit, permit condition or other existing or new legal or regulatory requirement, including but not

limited to environmental and chemical requirements, or failure of the Group to obtain or renew the

necessary authorisations or permits at the relevant time or on reasonable terms will result in

substantial fines, criminal sanctions, permit revocations, injunctions and/or temporary or permanent

refinery shutdowns, and that the Group’s operations, financial position and results will be adversely

affected thereby.

Furthermore, the Group is exposed to risks related to any applicable laws and provisions that

prescribe that the Group must take measures against anti-corruption, money laundering and the

financing of terrorism, as well as follow any relevant sanction decrees. Monitoring compliance

with such rules, regulations and provisions requires comprehensive procedures, processes and

technical resources which may result in considerable costs to the Group. Furthermore, there is a

risk that the Group fails in its measures to prevent anti-corruption, money laundering and the

financing of terrorism or breaches the applicable trade sanctions and, as a result, suffer legal or

contractual consequences. Furthermore, the supervisory authorities in those countries where the

Group conducts business may consider the Group’s internal regulations and procedures as

insufficient in relation to the requirements for compliance with local regulations and standards.

Breaches of applicable laws or other statutes, or a discovery that the Group’s internal regulations

and procedures have not been sufficient or have not been complied with in a particular jurisdiction,

may result in sanctions in the form of a complaint or warning, sanction fee and/or a revocation of

permits. Moreover, the Group’s business relations and reputation may be damaged and certain

financing agreements terminated. Overall, there is a risk that a lack of measures in place to prevent

anti-corruption, money laundering and the financing of terrorism, as well as a breach of the

applicable trade sanctions, will have a material adverse effect on the Group’s operations, earnings

and financial position.

Political risks

The Group has commercial interests and arrangements in emerging markets and countries which

may be exposed to economic disruptions. These countries are subject to greater risks, including

political, legal, regulatory, economic and social risks and uncertainties than countries with more

developed institutional structures. This exposes the Group to risks of losses resulting from changes

in laws and regulations, economic, social upheaval, fiscal instability, adverse sovereign action by

governments and other factors.

Among the more significant risks of having commercial interests and arrangements in these

countries are those arising from establishment or enforcement of foreign exchange restrictions,

which could effectively prevent the Group from repatriating profits or liquidating assets and

withdrawing from one or more of these countries, and changes in tax regulations or enforcement

mechanisms, which could reduce substantially or eliminate any revenues derived from operations

in these countries and reduce significantly the value of assets related to such operations. If any one

of the above risks materialise, there is a risk that it, singly or in the aggregate, will have an adverse


17

Disputes and legal proceedings

The Group is engaged in extensive national and international operations and is, from time to time,

involved in disputes and legal proceedings that arise in the course of its business and operations.

There is a risk that claims against the Group or the Group’s active involvement in any legal

proceedings against a third party will result in the Group being forced to spend considerable sums

and resources and that this will have an adverse effect on the Group’s operations, financial position

and results.

Certain companies in the Group are currently party to litigation proceedings in relation to the

failure of electrical power transformers in the Dominican Republic and Mexico in 2008 and 2009.

The disputes are currently pending to be decided before the Court of Appeal in each respective

country and were both ruled upon in favour of the respective Group company in the court of first

instance in each respective country. If such proceedings are adversely determined the Group may

have to pay significant damages and other cost related to such proceedings which, if not covered by

the Group’s insurance, will have an adverse effect on the Group’s operations, financial position and

results.

Risks relating to the Notes

Credit risk

An investment in the Notes carries a credit risk relating to Nynas and the Group. The investor’s

ability to receive payment under the Terms and Conditions is therefore dependent upon Nynas’

ability to meet its payment obligations, which in turn is largely dependent upon the performance of

the Group’s operations and its financial position. The Group’s operations and financial position are

in turn affected by several factors, a number of which have been discussed above.

An increased credit risk may cause the market to charge the Notes a higher risk premium, which

would have an adverse effect on the value of the Notes. Another aspect of the credit risk is that any

deterioration in the financial position of Nynas may entail a lower credit-worthiness and the

possibility for Nynas to receive financing may be impaired when the Notes mature.

Certain material interests

The Joint Bookrunners have engaged in, and may in the future engage in, investment banking

and/or commercial banking or other services for Nynas and the Group in the ordinary course of

business. In particular, it should be noted that the Joint Bookrunners may be the lenders under

certain credit facilities with a member of the Group as borrower. Therefore, conflicts of interest

may exist or may arise as a result of the Joint Bookrunners having previously engaged, or will in

the future engage, in transactions with other parties, having multiple roles or carrying out other

transactions for third parties with conflicting interests.

Interest rate risk

The value of the Notes is dependent on several factors, including the level of the general market

interest rates over time. The Notes have a floating rate structure on 3 month STIBOR plus a margin

and the interest rate of the Notes will be determined two business days prior to the first day of each

18

interest period. Hence, the interest rate is to a certain extent adjusted for changes in the level of the

general interest rate. An increase of the general interest rate level could adversely affect the value

of the Notes. The general interest rate level is to a high degree affected by the Swedish and the

international financial development and is outside the Group’s control.

Currency risk

The Notes will be denominated and payable in SEK. If investors in the Notes measure their

investment return by reference to a currency other than SEK, an investment in the Notes will entail

foreign exchange-related risks due to, among other factors, possible significant changes in the

value of the SEK relative to the currency by reference to which investors measure the return on

their investments could cause a decrease in the effective yield of the Notes below their stated

coupon rates and could result in a loss to investors when the return on the Notes is translated into

the currency by reference to which the investors measure the return on their investments.

Government and monetary authorities may impose (as some have done in the past) exchange

controls that could adversely affect an applicable exchange rate or the ability of Nynas to make

payments in respect of the Notes. As a result, there is a risk that investors may receive less interest

or principal than expected, or no interest or principal.

Ability to comply with the Terms and Conditions

Nynas is required to comply with the Terms and Conditions. Events beyond Nynas’ control,

including changes in the economic and business condition in which the Group operates, may affect

Nynas’ ability to comply with, among other things, the undertakings set out in the Terms and

Conditions. A breach of the Terms and Conditions could result in a default under the Terms and

Conditions with a subsequent termination of the Notes.

Liquidity risks

Pursuant to the Terms and Conditions, Nynas shall procure that the Notes are listed on Nasdaq

Stockholm. However, there is a risk that the Notes will not be admitted to trading. Further, even if

securities, including the Notes, are admitted to trading on Nasdaq Stockholm, there is not always

active trading in the securities, so there is a risk that the market for trading in the Notes will be

illiquid even if the Notes are listed. This may result in the fact that the noteholders cannot sell their

Notes when desired or at a price level which allows for a profit comparable to similar investments

with an active and functioning secondary market or for a sale at par. Lack of liquidity in the market

may have a negative impact on the market value of the Notes. Furthermore, the nominal value of

the Notes may not be indicative compared to the market price of the Notes if they are admitted for

trading on Nasdaq Stockholm as the Notes may trade below their nominal value (for instance, to

allow for the market’s perception of a need for an increased risk premium).

It should also be noted that during a given time period it may be difficult or impossible to sell the

Notes (at all or at reasonable terms) due to, inter alia, severe price fluctuations, close down of the

relevant market or trade restrictions imposed on the market.

19

The market price of the Notes may be volatile

The market price of the Notes could be subject to significant fluctuations in response to actual or

anticipated variations in Nynas’ operating results and those of its competitors, adverse business

developments, changes to the regulatory environment in which Nynas operates, changes in

financial estimates by securities analysts and the actual or expected sale of a large number of

Notes, as well as other factors. In addition, in recent years the global financial markets have

experienced significant price and volume fluctuations, which, if repeated in the future, could

adversely affect the market price of the Notes without regard to Nynas’ operations, financial

position, results or prospects.

The Notes may not be a suitable investment for all investors

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 material 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 Terms and

Conditions; 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.

Clearing and settlement in the CSD’s account-based system

The Notes will be affiliated to Euroclear Sweden’s account-based system, and no physical notes

will be issued. Clearing and settlement relating to the Notes will be carried out within Euroclear

Sweden’s book-entry system as well as payment of interest and repayment of the principal.

Investors are therefore dependent upon the functionality of Euroclear Sweden’s account-based

system, which is a factor that Nynas cannot control. If Euroclear Sweden’s account-based system

would not function properly, there is a risk that investors would not receive payments under the

Notes as they fall due.

No action against the issuer and noteholders’ representation

In accordance with the Terms and Conditions, the agent will represent all noteholders in all matters

relating to the Notes and the noteholders are prevented from taking actions on their own against

Nynas. Consequently, individual noteholders do not have the right to take legal actions to declare

any default by claiming any payment from Nynas and may therefore lack effective remedies unless

and until a requisite majority of the noteholders agree to take such action. However, there is a risk

that a noteholder, in certain situations, could bring its own action against Nynas (in breach of the

Terms and Conditions), which could negatively impact an acceleration of the Notes or other action

against Nynas. To enable the agent to represent noteholders in court, the noteholders may have to

20

submit a written power of attorney for legal proceedings. The failure of all noteholders to submit

such a power of attorney could negatively affect the legal proceedings.

Under the Terms and Conditions, the agent will in some cases have the right to make decisions and

take measures that bind all noteholders. Consequently, the actions of the agent in such matters

could impact a noteholder’s rights under the Terms and Conditions in a manner that would be

undesirable for some of the noteholders.

Noteholders’ meeting

The Terms and Conditions will include certain provisions regarding noteholders’ meetings. Such

meetings may be held in order to resolve on matters relating to the noteholders’ interests. The

Terms and Conditions will allow for certain majorities to bind all noteholders, including

noteholders who have not taken part in the meeting and those who have voted differently to the

required majority at a duly convened and conducted noteholders’ meeting. Consequently, the

actions of the majority in such matters could impact a noteholder’s rights in a manner that would be

undesirable for some of the noteholders.

Restrictions on the transferability of the Notes

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as

amended, or any U.S. state securities laws. A holder of the Notes may not offer or sell the Notes in

the United States. Nynas has not undertaken to register the Notes under the U.S. Securities Act or

any U.S. state securities laws or to affect any exchange offer for the Notes in the future.

Furthermore, Nynas has not registered the Notes under any other country’s securities laws. Each

potential investor should observe and obey the transfer restrictions that apply to the Notes. It is the

noteholder's obligation to ensure, at own cost and expense, that its offers and sales of Notes comply

with all applicable securities laws. Due to these restrictions, there is a risk that a noteholder cannot

sell its Notes as desired.

Amended or new legislation

This material and the Terms and Conditions are based on Swedish law in force at their respective

date of issuance. The impact of any possible future legislative measures or changes, or changes to

administrative practices, may give rise to risks which are not possible to foresee. There is a risk that

amended or new legislation and administrative practices may adversely affect the investor’s ability

to receive payment under the Terms and Conditions.

Dependence on subsidiaries

Nynas holds a significant proportion of its assets by way of shares in its direct subsidiaries and

receivables against other companies within the Group and as such Nynas is dependent on the

ability of its subsidiaries to make payments to it so as to enable it to make payments under the

Notes.

Nynas’ subsidiaries are legally separate and distinct from Nynas and have no obligation to pay

amounts due with respect Nynas’ obligations and commitments, including the Notes, or to make

funds available for such payments. The ability of Nynas’ subsidiaries to make such payments to

21

Nynas is subject to, among other things, the availability of funds, corporate restrictions and the

terms of each operation’s indebtedness. Should Nynas not receive sufficient income from its

subsidiaries, the investor’s ability to receive payment under the Terms and Conditions may be

adversely affected.

Structural subordination and insolvency of subsidiaries

In the event of insolvency, liquidation or a similar event relating to one of Nynas’ subsidiaries, all

creditors of such a subsidiary would be entitled to payment in full out of the assets of the subsidiary

before Nynas or any other entity within the Group, as a shareholder of the subsidiary, would be

entitled to any payments. Thus, the Notes are structurally subordinated to the liabilities of such

subsidiaries. There is a risk that the Group and its assets would not be protected from actions by the

creditors of any subsidiary of the Group, whether under bankruptcy law, by contract or otherwise.

In addition, defaults by, or the insolvency of, certain subsidiaries of Nynas could result in the

obligation of Nynas to make payments under financial or performance guarantees in respect of such

subsidiaries’ obligations or the occurrence of cross defaults on certain borrowings of the Group,

which could have a material adverse effect on Nynas’ business, financial position and results and

on the noteholders’ recovery under the Notes.

Security

Under certain circumstances, should a company in the Group provide security of any kind for the

obligations under Nynas’ senior debt (as defined in the Terms and Conditions) such security may

have to be created also in favour of the other creditors under the senior debt on pro rata and pari

passu basis. Such arrangements will require security documents and an intercreditor agreement to

be entered into between the noteholders (represented by the Agent), the relevant companies in the

Group and the relevant secured creditors. There is always a risk that such security or intercreditor

arrangements may not be validly created or perfected or are of limited or no value and proceeds

from the enforcement of the security may not be sufficient to satisfy all amounts then owed under

Notes. The security provided may be limited with respect to corporate benefit limitations and other

limitations imposed by law. Since the security may be shared with other secured creditors, the

noteholders may not be in a position to have an exclusive right to determine the enforcement

procedures, release of security and/or similar actions (subject to any mandatory laws, regulations or

principles restricting the right of the secured creditor to determine such procedures or actions

itself). In such case, it is also a risk that the security agent holding the security on behalf of all such

secured creditors and/or the secured creditors have interests different from those of the noteholders

which would affect the value of the security for the noteholders.

Refinancing risk

Nynas may be required to refinance certain or all of its outstanding debt, including the Notes.

Nynas’ ability to successfully refinance its debt obligations is dependent upon the conditions of the

capital markets and the Group’s financial position at such time. Even if the markets and the

Group’s financial position are favourable, Nynas’ access to financing sources may not be available

on acceptable terms, or at all. Nynas’ inability to refinance its debt obligations on acceptable terms,

22

or at all, could have a material adverse effect on Nynas’ operations, financial position and results

and on the noteholders’ recovery under the Notes.

Risks related to early redemption and put option

Under the Terms and Conditions, Nynas has reserved the possibility to redeem all outstanding

Notes before the final redemption date. If the Notes are redeemed earlier than 6 months before the

final redemption date, the noteholders have the right to receive an early redemption amount which

exceeds the nominal amount of the Notes. However, there is a risk that the market value of the

Notes is higher than the early redemption amount and that it may not be possible for noteholders to

reinvest such proceeds at an effective interest rate as high as the interest rate on the Notes and may

only be able to do so at a significantly lower rate.

Further, Nynas has reserved the possibility to redeem all outstanding Notes for an amount

corresponding to the nominal amount of the Notes, provided that the redemption occurs within 6

months before the final redemption date and such redemption is financed in whole by or in part by

Market Loans (as defined in the Terms and Conditions). There is a risk that the market value of the

Notes is higher than the nominal amount and that it may not be possible for noteholders to reinvest

such proceeds at an effective interest rate as high as the interest rate on the Notes and may only be

able to do so at a significantly lower rate.

According to the Terms and Conditions, the Notes are subject to prepayment at the option of each

noteholder (put option) if a change of control event (as defined in the Terms and Conditions)

occurs. Further, the Terms and Conditions stipulate a put option if the initial notes issued on the

first issue date cease to be listed on Nasdaq Stockholm or any other regulated market. There is,

however, a risk that Nynas will not have sufficient funds at the time of such prepayment to make

the required prepayment of the Notes which could adversely affect Nynas, e.g. by causing

insolvency or an event of default under the Terms and Conditions, and thus adversely affect all

noteholders and not only those that choose to exercise the option.

23

DESCRIPTION OF THE NOTES AND THE USE OF PROCEEDS

The Notes in brief

The following summary is a general and broad description of the terms and conditions of the Notes

and is qualified in its entirety by the full Terms and Conditions below. Potential investors should

therefore carefully consider this Prospectus as a whole, including the documents incorporated by

reference (see below section “Overview of financial reporting and documents incorporated by

reference”) and the full Terms and Conditions for the Notes, which can be found in section “Terms

and Conditions for the Notes”, before a decision is made to invest in the Notes.

The Initial Notes and Subsequent Notes

The Notes are denominated in SEK. The Notes have been issued in accordance with Swedish law

and constitute debt instruments (skuldförbindelser) of the type set forth in Chapter 1 Section 3 of

the Swedish Central Securities Depositories and Financial Instruments Accounts Act (lagen

(1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument) (the “Swedish

Central Securities Depositories and Financial Instruments Accounts Act”).

The issuance of the Notes on 26 May 2017 is the Issuer’s second issue of Notes under the Terms

and Conditions. The Initial Notes were issued in a number of 650 and the Subsequent Notes issued

on 26 May 2017 were issued in a number of 450. Each Note has a Nominal Amount of SEK

1,000,000 and the total aggregate nominal amount of the Notes is SEK 1,100,000,000.

According to the Terms and Conditions, the Issuer may, provided that certain conditions are met, at

one or several occasions, issue Subsequent Notes provided that the indebtedness under such

Subsequent Notes constitutes Permitted Debt. The price of the Subsequent Notes may be set at a

discount or at a premium compared to the Nominal Amount. The maximum total nominal amount

of the Notes (the Initial Notes and all Subsequent Notes) may not exceed SEK 1,100,000,000

unless consent from the Noteholders is obtained in accordance with the Terms and Conditions.

Subsequent Notes shall benefit from and be subject to the Finance Documents, the ISIN, the

interest rate, the nominal amount and the final maturity applicable to the Initial Notes shall apply to

Subsequent Notes. By the issuance of Notes on 26 May 2017, the nominal amount of the

outstanding Notes amounts to SEK 1,100,000,000, and consequently, the Issuer may not, unless the

Noteholders’ consent is obtained, issue any further Subsequent Notes under the Terms and

Conditions.

ISIN

The Notes have been allocated the ISIN code SE0005994167.

24

Form of the Notes

The Notes are registered for the Noteholders on their respective Securities Accounts and no

physical notes will be issued. Accordingly, the Notes are connected to the account-based system of

Euroclear in accordance with the Swedish Central Securities Depositories and Financial

Instruments Accounts Act. Payment of principal, interest and, if applicable, withholding of

preliminary tax will be made through Euroclear’s book-entry system.

The Notes are freely transferable and trading can occur from their date of issuance. However, 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.

Status of the Notes

The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer

and shall at all times rank at least pari passu with all its other direct, unconditional, unsubordinated

and unsecured obligations, except those obligations which are mandatorily preferred by law, and

without any preference among them. Should any Shared Transaction Security be granted, however,

the Notes shall constitute a direct, unconditional, unsubordinated and secured obligations of the

Issuer and shall at all times rank (i) pari passu with all obligations of the Issuer under the Senior

Debt and (ii) at least pari passu with all direct, unconditional, unsubordinated and unsecured

obligations of the Issuer, except those obligations which are mandatorily preferred by law, and

without any preference among them.

Issue date and redemption

The Initial Notes were issued on 26 June 2014 and Subsequent Notes were issued on 26 May 2017.

Unless previously redeemed or purchased and cancelled in accordance with the Terms and

Conditions, the Issuer shall redeem all outstanding Notes at the Nominal Amount (together with

any accrued but not yet paid interest) on 26 June 2018 (the “Final Maturity Date”).

Issuer’s purchase of Notes

Each Group Company may, subject to applicable law, at any time and at any price purchase Notes

on the market or in any other way. The Notes held by a Group Company may at such Group

Company’s discretion be retained, sold or, if held by the Issuer, cancelled.

Voluntary total redemption (call option)

The Issuer may redeem all, but not some only, of the outstanding Notes in full at any time up to but

excluding the Final Maturity Date at an amount per Note equal to 100 per cent. of the Nominal

Amount together with accrued but unpaid Interest, plus the Applicable Premium but if such

redemption is:

(a) made at any time from an including the first Business Day falling six (6) months

prior to the Final Maturity Date to but excluding the Final Maturity Date; and

(b) financed in whole or in part by way of an issue of Market Loans,

25

it shall be made at an amount equal to 100 per cent. of the Nominal Amount together with accrued

but unpaid Interest.

Early redemption due to illegality (call option)

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 date determined by the

Issuer if it is or becomes unlawful for the Issuer to perform its obligations under the Finance

Documents.

Repurchase in the event of a Change of Control or Listing Failure (put option)

Upon the occurrence of a Change of Control Event or a Listing Failure Event, each Noteholder

shall have the right to request that all, or some only, of its Notes be repurchased at a price per Note

equal to 101 per cent. of the Nominal Amount together with accrued but unpaid Interest, during a

period of twenty (20) Business Days following a notice from the Issuer of the Change of Control

Event or Listing Failure Event pursuant to the Terms and Conditions (the “First Exercise

Period”).

After the expiry of the First Exercise Period, the Issuer shall within five (5) Business Days serve a

notice to the Noteholders stating the aggregate Nominal Amount of the Notes which have been

requested to be repurchased pursuant to the Terms and Conditions (the “Put Request Nominal

Amount”).

If the Put Request Nominal Amount exceeds 75 per cent. of the Total Nominal Amount, each

Noteholder shall have the right to request that all, or some only, of its Notes be repurchased on the

same terms during a period of ten (10) Business Days following the notice stating the Put Request

Nominal Amount (the “Second Exercise Period”).

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 laws and

regulations conflict with the provisions in the Terms and Conditions, the Issuer shall comply with

the applicable securities laws and regulations and will not be deemed to have breached its

obligations under the Terms and Conditions by virtue of the conflict.

Payments in respect of the Notes

Any payment or repayment under the Finance Documents, or any amount due in respect of a

repurchase of any Notes, 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 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.

The Issuer shall pay any stamp duty and other public fees accruing in connection with the Initial

Note Issue and the Subsequent Note Issue, but not in respect of trading in the secondary market

(except to the extent required by applicable law), and shall deduct at source any applicable

withholding tax payable pursuant to law. The Issuer is not liable to reimburse any other stamp duty

26

or public fee or to gross-up any payments under the Finance Documents by virtue of any

withholding tax, public levy or the similar.

Payment of Interest under the Notes

Each Initial Note carries Interest at STIBOR plus the Floating Rate Margin, which is 7.50

percentage unit per annum, (the “Interest Rate”) from (but excluding) the First Issue Date up to

(and including) the relevant Redemption Date. Any Subsequent Note will carry Interest at the

Interest Rate from (but excluding) the Interest Payment Date falling immediately prior to its

issuance up to (and including) the relevant Redemption Date.

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. Interest

Payment Dates are 26 March, 26 June, 26 September and 26 December of each year, with the First

Interest Payment Date being on 26 September 2014. Interest is calculated on the basis of the actual

number of days in the Interest Period in respect of which payment is being made divided by 360

(actual/360-days basis).

If the Issuer fails to pay any amount payable by it 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 Issuing Agent or the CSD, in which case the Interest Rate shall apply instead.

Acceleration and prepayment of the Notes

The Issuing Agent is entitled to, and shall following a demand in writing from a Noteholder (or

Noteholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount (such

demand may only be validly made by a person who is a Noteholder on the Business Day

immediately following the day on which the demand is received by the Issuing Agent and shall, if

made by several Noteholders, be made by them jointly) or following an instruction given pursuant

to the Terms and Conditions, on behalf of the Noteholders (i) by notice to the Issuer, declare all,

but not some only, of the outstanding Notes due and payable together with any other amounts

payable under the Finance Documents, immediately or at such later date as the Agent determines,

and (ii) exercise any or all of its rights, remedies, powers and discretions under the Finance

Documents if:

(a) the Issuer does not pay on the due date any amount payable by it under the Notes,

unless the non- payment:

(i) is caused by technical or administrative error; and

(ii) is remedied within five (5) Business Days of the earlier of the Agent

giving notice and the Issuer becoming aware of the non-payment;

(b) any Group Company does not comply with any terms or conditions of the Finance

Documents to which it is a party (other than those terms referred to in paragraph

(a) above), unless the non-compliance:

27

(i) is capable of remedy; and

(ii) is remedied within thirty (30) Business Days of the earlier of the Agent

giving notice and the Issuer becoming aware of the non-compliance;

(c) any Finance Document becomes invalid, ineffective or varied (other than in

accordance with the provisions of the Finance Documents), or the Security

created thereby (if any) is varied and such invalidity, ineffectiveness or variation

has a detrimental effect (directly or indirectly) on the interests of the Noteholders;

(d) any Financial Indebtedness of any Material Group Company is not paid when due

(as extended by any originally applicable grace period), or is declared to be or

otherwise becomes due and payable prior to its specified maturity as a result of an

event of default (however described), in both cases provided that the aggregate

amount of such Financial Indebtedness exceeds SEK 200,000,000 (or its

equivalent) and provided that it does not apply to Financial Indebtedness that is

owed to a Group Company;

(e) any Material Group Company or ERL is Insolvent;

(f) any fixed asset that is owned by a Material Group Company or ERL and has a

value in excess of SEK 150,000,000 is seized and such seizure is not discharged

within forty (40) Business Days of the date of the relevant seizure; or

(g) the Issuer or a Material Group Company merges with any other person (other than

a Group Company), or is subject to a demerger, with the effect that the Issuer or

the Material Group Company (as applicable) is not the surviving entity, if such

merger or demerger has a Material Adverse Effect.

Undertakings

The Issuer makes certain undertakings in the Terms and Conditions. These include undertakings

and limitations relating to:

(a) Compliance with laws;

(b) Pari passu;

(c) Change of business;

(d) Disposal of assets;

(e) Distributions and other transactions;

(f) Financial Indebtedness;

(g) Negative Pledge;

(h) Dealing with related parties;

(i) Admission to trading; and

28

(j) Calculation of the Incurrence Test.

Compliance with laws

The Issuer shall comply in all material respects with all laws to which it is subject, where failure to

do so has or is reasonably likely to have a material adverse effect on its ability to perform its

payment obligations under the Notes.

Pari passu

The Issuer shall ensure that its payment obligations under the Notes at all times rank at least pari

passu with all its other direct, unconditional, unsubordinated and unsecured obligations, except

those obligations which are mandatorily preferred by law, and without any preference among them.

Change of business

The Issuer shall procure that no substantial change is made to the general nature of the business of

the Group (taken as a whole) from that carried on at the First Issue Date.

Disposal of assets

The Issuer shall not, and shall procure that no Group Company will, sell or otherwise dispose of

shares in any Material Group Company or of all or substantially all of its or any other Material

Group Company’s assets, or operations to any person not being the Issuer or any of its wholly-

owned Subsidiaries unless the transaction is carried out on market terms (a “Material Disposal”),

provided that it does not have a Material Adverse Effect. The Issuer shall notify the Agent of any

Material Disposal and, upon request by the Agent, provide the Agent with any information relating

to such Material Disposal, which the Agent deems necessary (acting reasonably).

Distributions and other transactions

The Issuer shall not, and shall procure that no Group Company will, (i) make any dividend

payment, (ii) repurchase of its shares, (iii) redeem its share capital or other restricted equity with

repayment to shareholders,

(iv) repay principal or pay interest under any shareholder loans (which, for the avoidance of doubt,

shall not include e.g. any Notes or other Market Loans constituting Permitted Debt), or (v) make

other distributions or transfers of value (värdeöverföringar) within the meaning of the Swedish

Companies Act to its shareholders or Affiliates (items (i)-(v) above are together and individually

referred to as a “Restricted Payment”), provided however that any such Restricted Payment can

be made, if:

(a) made to the Issuer or a Subsidiary of the Issuer; or

(b) the following criteria are met:

(i) no Event of Default is continuing or would result from such Restricted

Payment;

29

(ii) immediately following the making of such Restricted Payment the

Incurrence Test (tested pro forma including such Restricted Payment) is

met; and

(iii) the aggregate amount of all Restricted Payments of the Issuer in any

financial year including the Restricted Payments in question does not

exceed fifty (50) per cent of the Issuer’s consolidated net profit for the

previous year.

Financial Indebtedness

The Issuer shall not (and shall procure that no Group Company will) incur any Financial

Indebtedness, except for Permitted Debt.

Negative Pledge

The Issuer shall not (and shall procure that no Group Company will), create or allow to subsist,

retain, provide, prolong or renew any Security over any of its/their present or future assets to secure

any Financial Indebtedness, except for Permitted Security.

Dealing with related parties

The Issuer shall, and shall procure that the Group Companies will, conduct all dealings with the

direct and indirect shareholders of the Group Companies (excluding other Group Companies)

and/or any Affiliates of such direct and indirect shareholders at arm’s length terms.

Admission to trading

The Issuer shall use its best efforts to ensure that the loan constituted by the Terms and Conditions

and evidenced by the Initial Notes is admitted to trading on the Regulated Market of Nasdaq

Stockholm within four months after the First Issue Date (the Listing Period), and that it remains

admitted or, if such admission to trading is not possible to obtain or maintain, admitted to trading

on another Regulated Market.

Following an admission to trading, the Issuer shall take all actions on its part to maintain the

admission as long as any Notes are outstanding, but not longer than up to and including the last day

on which the admission to trading reasonably can, pursuant to the then applicable regulations of the

Regulated Market and the CSD, subsist.

A prospectus was prepared by the Issuer in relation to the application for listing of the Initial Notes

on Nasdaq Stockholm. The prospectus was approved by and registered with the SFSA on 13

October 2014 (with the SFSA’s journal number 14-11955 (FI Dnr 14-11955)). The prospectus was

published by SFSA on 13 October 2015 and the Initial Notes were admitted to trading on Nasdaq

Stockholm on 17 October 2014 (with the short name NYN 001).

In accordance with the Terms and Conditions, the Issuer intends to apply for listing of the Notes

issued on 26 May 2017 on Nasdaq Stockholm in connection with the SFSA’s approval of this

Prospectus. The number of Notes being admitted to trading if the application is approved by

Nasdaq Stockholm is 450. The earliest date for admitting the Notes to trading on Nasdaq

30

Stockholm is on or about 19 June 2017. The fact that an application regarding listing of the Notes

on Nasdaq Stockholm has been submitted does not mean that the application will be approved.

It is estimated that the total costs in conjunction with the admission to trading will be no higher

than SEK 150,000.

Calculation of the Incurrence Test

When the Issuer issues a compliance certificate in accordance with the Terms and Conditions, the

ratio of Adjusted EBITDA to Net Interest Payable shall be calculated in the following manner:

(a) the calculation shall be made for the Relevant Period ending on the last day of the

period covered by the most recent Income Statement; and

(b) the figures for Adjusted EBITDA and Net Interest Payable for the Relevant

Period ending on the last day of the period covered by the most recent Income

Statement shall be used for the Incurrence Test, but adjusted so that:

(i) entities acquired or disposed of by the Group during the Relevant Period,

or after the end of the Relevant Period but before the relevant testing date,

shall be included or excluded (as applicable), pro forma, for the entire

Relevant Period;

(ii) any entity to be acquired with the proceeds from new Financial

Indebtedness shall be included, pro forma, for the entire Relevant Period;

and

(iii) in relation to the incurrence of new Financial Indebtedness, Net Interest

Payable shall be calculated considering the new Financial Indebtedness.

When the Issuer issues a compliance certificate in accordance with the Terms and Conditions, the

ratio of Total Consolidated Net Borrowings to Adjusted EBITDA shall be calculated in the

following manner:

(a) the calculation shall be made as per a testing date determined by the Issuer, falling

no more than one month prior to the incurrence of the new Financial Indebtedness

or making of the Restricted Payment (as applicable);

(b) the Total Consolidated Net Borrowings shall be measured on the relevant testing

date so determined, but:

(i) in relation to the incurrence of new Financial Indebtedness, Total

Consolidated Net Borrowings shall include the new Financial

Indebtedness, provided it is an interest bearing obligation (however, any

cash balance resulting from the incurrence of the new Financial

Indebtedness shall not reduce the Total Consolidated Net Borrowings);

and

31

(ii) in relation to the incurrence of a Restricted Payment, Total Consolidated

Net Borrowings shall be increased with the amount equivalent to the

Restricted Payment; and

(c) the figures for Adjusted EBITDA shall be adjusted in accordance with the Terms

and Conditions.

Shared Transaction Security

A Group Company may grant Security to other provider(s) of Senior Debt as Security for such

Senior Debt provided that, unless such Security would otherwise be Permitted Security (other than

under paragraph (j) of the definition of “Permitted Security”), such Security is granted to the

Noteholders on a pro rata basis and the Agent. Prior to the entering into of any security document

relating to such Security, the Issuer, the relevant Secured Parties and the relevant guarantor (if not

the Issuer) shall enter into an intercreditor agreement (the “Intercreditor Agreement”) in

accordance with the principles set out in the Terms and Conditions and furthermore in form and

substance satisfactory to the relevant Secured Parties. Any such Security shall be granted pursuant

to an agreement in form and substance satisfactory to the Security Agent (a “Shared Transaction

Security Document”) and such Security shall thereafter constitute “Shared Transaction

Security”.

Publication of Finance Documents

The Issuer shall, from and including the First Issue Date, procure that the latest version of the

Terms and Conditions (including any document amending the Terms and Conditions) are available

on the website of the Issuer (www .nynas.com).

Decisions by Noteholders

A request by the Issuing Agent for a decision by the Noteholders on a matter relating to the Finance

Documents shall (at the option of the Issuing Agent) be dealt with at a Noteholders’ Meeting or by

way of a Written Procedure.

Only a person who is, or who has been provided with a power of attorney pursuant to the Terms

and Conditions from a person who is, registered as a Noteholder:

(a) on the Record Date prior to the date of the Noteholders’ Meeting, in respect of a

Noteholders’ Meeting, or

(b) on the Business Day specified in the communication pursuant to the Terms and

Conditions, in respect of a Written Procedure,

may exercise voting rights as a Noteholder at such Noteholders’ Meeting or in such Written

Procedure, provided that the relevant Notes are not owned by a Group Company.

A matter decided at a duly convened and held Noteholders’ Meeting or by way of Written

Procedure is binding on all Noteholders, irrespective of them being present or represented at the

Noteholders’ Meeting or responding in the Written Procedure. The Noteholders that have not

32

adopted or voted for a decision shall not be liable for any damages that this may cause other

Noteholders.

Information about decisions taken at a Noteholders’ Meeting or by way of a Written Procedure

shall promptly be sent by notice to the Noteholders and published on the websites of the Issuer and

the Agent, provided that a failure to do so shall not invalidate any decision made or voting result

achieved. The minutes from the relevant Noteholders’ Meeting or Written Procedure shall at the

request of a Noteholder be sent to it by the Issuer or the Agent, as applicable.

Prescription

The right to receive repayment of the principal of the Notes shall be prescribed and become void

ten (10) years from the Redemption Date. The right to receive payment of interest (excluding any

capitalised interest) shall be prescribed and become void three (3) years from the relevant due date

for payment. The Issuer is entitled to any funds set aside for payments in respect of which the

Noteholders’ right to receive payment has been prescribed and has become void.

Governing law

The Terms and Conditions, and any non-contractual obligations arising out of or in connection

therewith, are governed by and construed in accordance with the laws of Sweden. The courts of

Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with the

Terms and Conditions. The City Court of Stockholm (Stockholms tingsrätt) is the court of first

instance.

Ratings

The Notes have not been assigned an official credit rating by any credit rating agency.

Use of proceeds

According to the Terms and Conditions, the proceeds from a Subsequent Note Issue, less the costs

and expenses incurred by the Issuer in connection with the issue of the Subsequent Notes, may be

used by the Issuer towards: (a) refinancing in full or in part the notes due 17 October 2016 issued

by the Issuer in a principal amount of USD 50,000,000, under the Issuer’s private placement under

the note purchase agreement originally dated 17 October 2006 (as amended from time to time);

and/or (b) general corporate purposes.

The Issuer shall use the proceeds from the Subsequent Notes issued on 26 May 2017, less the costs

and expenses incurred by the Issuer in connection with the issue of such Notes, towards (a)

refinancing in full the refinancing of the notes due 17 October 2016 issued by the Issuer in a

principal amount of USD 50,000,000, under the Issuer’s private placement under the note purchase

agreement originally dated 17 October 2006 (as amended from time to time) and (b) general

corporate purposes.

The proceeds from the Initial Note Issue, less the costs and expenses incurred by the Issuer in

connection with the issue of such Notes, was, in accordance with the Terms and Conditions, used

towards refinancing in full of the notes due 17 October 2014 issued by the Issuer in a principal

33

amount of USD 90,000,000, under the Issuer’s private placement under the note purchase

agreement originally dated 17 October 2006 (as amended from time to time).

The CSD

Euroclear Sweden AB, Swedish Reg. No. 556112-8074, P.O. Box 191, SE-101 23 Stockholm,

Sweden, is initially acting as the CSD and registrar in respect of the Notes.

The Issuer (and the Issuing Agent when permitted under the CSD’s applicable regulations) shall be

entitled to obtain information from the debt register (skuldbok) kept by the CSD in respect of the

Notes. At the request of the Issuing Agent, the Issuer shall promptly obtain such information and

provide it to the Issuing Agent.

The Agent under the Notes

Intertrust (Sweden) AB, Swedish Reg. No. 556625-5476, P.O. Box 162 85, SE 103 25, Stockholm,

Sweden is acting as Agent for the Noteholders in relation to the Notes, and, if relevant, any other

matter within its authority or duty in accordance with the Terms and Conditions. Even without a

separate authorisation from the Noteholders and without having to obtain any Noteholder’s consent

(if not required to do so under the Terms and Conditions), the Agent, or a person appointed by the

Agent, is entitled to represent the Noteholders in every matter concerning the Bonds and the Terms

and Conditions. The Agent is authorised to act on behalf of the Noteholders whether or not in court

or before an executive authority (including any legal or arbitration proceeding relating to the

perfection, preservation, protection or enforcement of the Notes). Each Noteholder shall

immediately upon request by the Agent provide the Agent with any such documents, including a

written power of attorney, as the Agent deems necessary for the purpose of carrying out its duties

under the Terms and Conditions. The Agent is under no obligation to represent a Noteholder which

does not comply with such request of the Agent.

An agreement was entered into between the Agent and the Issuer on or about the First Issue Date

regarding, inter alia, the remuneration payable to the Agent. The Agent agreement is available at

the Agent’s office. The rights and obligations of the Agent are set forth in the Terms and

Conditions which are available at the Issuer’s web page, www .nynas.com

Issuing Agent

Danske Bank A/S, Danmark, Sverige Filial, is initially acting as Issuing Agent.

34

BUSINESS DESCRIPTION AND STRUCTURE

The business of the Group

Business idea and strategy

Nynas’ business idea and core competence is to refine extra heavy crude oils into a balanced mix of

naphthenic specialty products and bitumen products that meet global demand patterns. Today

Nynas’ strategy is to use its know-how and long standing partnerships to deliver oils that purify,

dissolve, protect, lubricate, bind, cool and elasticate consistently and sustainably.

On the front end of the business the market segments are quite different. Naphthenic specialty oils

are sold to industrial manufacturers and chemical and process industries, while bitumen is sold

mainly to customers active within road construction and maintenance.

Nynas’ strategy is to maintain a strong customer focus and to have an effective organisation to back

this up. With its industry knowledge and focus on customer solutions, Nynas strives to understand

customers’ businesses, their needs and their applications. To serve these demanding applications

Nynas aims to ensure a reliable supply of consistent quality products. As part of Nynas’ overall

growth strategy, the Group has undertaken significant investments over the years to increase the

reliability, sustainability, productivity and flexibility of its manufacturing operations.

A prerequisite for success in realising these strategic challenges is to demonstrate a safe and secure

business operation. Nynas has adopted a policy on health, safety, security, environment and quality

and measures its operations with key indicators supporting improved performance in these fields.

Main operations

Nynas operates three own refineries (situated in Nynäshamn, Gothenburg, and in Harburg

(Germany). Nynas also runs another refinery in Eastham, United Kingdom, as a joint venture. The

Group has access to additional manufacturing resources through supply agreements with other

refineries. The development of Nynas sales opportunities should be met by an optimized utilization

of the manufacturing resources.

Main products: Naphthenic specialty oil products

Naphthenic specialty oils is a niche market within the specialty oil market. Naphthenic specialty oil

products are mainly used as components in other industrial products. Nynas divides its naphthenic

specialty oils products into four areas: transformer oils, process oils, base oils and tyre oils. Nynas

offers niche products, specialized knowledge, and customized solutions to its clients. With its

combination of global distribution and local support, Nynas aims to help customers to optimize

their naphthenic oil applications.

The Group markets naphthenic specialty oil products on the global market. The Group has

customers of varying sizes in many industries and countries.

35

Main products: Bitumen

The main application for bitumen is to act as binder in asphalt for road maintenance and

construction. Nynas has a wide portfolio of products to serve the road industry meeting demand for

various technical solutions.

Nynas works to accommodate customers’ needs by providing a service package that includes just-

in-time delivery, special technical support and development of new products.

Nynas’ sales of bitumen products is limited to the north-west part of Europe with special focus on

the United Kingdom and the Nordic region.

Supply chain

Nynas has a global infrastructure with manufacturing, mixing and depot sites around the world.

A majority of the Group’s commodity and product requirement is imported from PDVSA Petróleos

S.A., a subsidiary of the Venezuelan state oil company Petróleos de Venezuela S.A. (the ultimate

parent company of PDV Europe B.V., i.e. one of Nynas’ owners). In order to finance and safeguard

production in the heavy oil reservoirs in Venezuela, where the Group’s crude oil is produced,

PDVSA Petróleo S.A. has engaged in a joint venture with a Russian bank. The crude oil sales

agreement, through which the Group sources its crude oil from PDVSA Petróleo S.A., is an

arrangement with three parties involved, the third party being related to that Russian bank. The

remainder of the Group’s crude oil is currently sourced from suppliers in the North Sea and other

suppliers around the world.

Naphthenic specialty oils are produced primarily at Nynas’ refineries in Nynäshamn, Sweden, and

in Harburg, Germany, supplemented by a refinery on Curacao in the West Indies. The naphthenic

specialty oils are shipped via Nynas’ global distribution network from these refineries to central

supply hubs and further to regional depots and on to customers.

Know-how and research and development

Nynas carries out a product application-focused research and development program which enables

it to develop new applications based on its extensive research and development investments.

Most of Nynas’ research and development work is conducted in-house at the Nynas laboratory in

Nynäshamn, Sweden, but Nynas also collaborates with universities and research institutions. Nynas

also aims to work closely with customers to better understand their businesses.

Share information

Pursuant to the Issuer’s Articles of Association, its share capital shall be no less than SEK

52,000,000 and no more than SEK 208,000,000, with its number of shares being no less than

52,000 and no more than 208,000. As at the date of this Prospectus, the Issuer’s registered share

capital was SEK 67,532,000. As at the date of this Prospectus, the Issuer’s registered number of

shares was 67,532. According to the Issuer’s Articles of Association, the company shall have

shares of class A and shares of class B. At the date of this Prospectus, the Issuer does not have

different share classes.

36

The shares in the Issuer are not listed on any regulated market. As at the date of this Prospectus,

the Issuer had two shareholders.

Shareholders as at the date of this Prospectus

Name of shareholder Percentage of votes and share capital

Neste AB 49.999

PDV Europa B.V. 50.001

Total 100.00

Neste AB is part of a group in which the Finnish company Neste Oyj is the parent company. PDV

Europa B.V., is part of a group in which the Venezuelan state company Petróleos de Venezuela

S.A. is the parent company. The ultimate shareholders of Nynas are Neste Oyj and Petróleos de

Venezuela S.A. The majority shareholder of Neste Oyj is the Republic of Finland and Petróleos de

Venezuela S.A. is wholly-owned by the Bolivarian Republic of Venezuela.

The shareholders’ agreement between Neste AB and PDV Europa B.V. stipulates that each

shareholder may as a maximum exercise the voting rights for 33,765 shares each (although Neste

AB holds 33,765 shares and PDV Europa B.V. holds 33,767 shares), and one share gives

entitlement to one vote at annual and extraordinary General Meetings.

The Issuer is not aware of any other agreements which could result in a change of control of the

Issuer other than the above described shareholders’ agreement.

In accordance with clause 6 of Nynas’ Articles of Association, of the ordinary members and deputy

members who shall be elected at a shareholders' meeting (i.e. excluding the employee

representatives), the owners of class A shares shall be entitled to appoint half the number and the

owners of class B shares half the number accordingly. Additionally, no share may be transferred to

any entity that is not already a shareholder in the company. The share must immediately be offered

to shareholders for redemption by written notice to the Company’s Board of Directors in

accordance with the procedure stipulated in clause 13 of Nynas’ Articles of Association.

To ensure that the control over the Issuer is not abused, the Issuer complies with the Swedish

Companies Act. In addition, the Issuer acts in accordance with the rules of procedure of the board

of directors and the instructions for the managing director adopted by the Issuer.

Legal structure

Nynas is the ultimate shareholder of the Group Companies. Nynas holds a significant proportion of

its assets by way of shares in its direct Subsidiaries and receivables against other Group Companies

and as such Nynas is dependent on the ability of its Subsidiaries to make payments to it so as to

enable it to make payments under the Notes.

The Issuer’s shareholding of directly and indirectly owned subsidiaries as at the date of this

Prospectus is outlined in the below table.

Name of subsidiary, registered office Registration number Shareholding and votes (%)

37

Nynas UK AB, Stockholm, Sweden 556431-5314 100

Nynas Oil Import AB, Stockholm, Sweden 556726-8841 100

Nynäs AB (Dormant), Stockholm, Sweden 556366-1957 100

Nynas Ltd, London, U.K. 02359113 100

Nynas Naphthenics Ltd, Guildford, U.K. 2450786 100

Eastham Refinery Ltd, UK London 2205902 50

Nynas Bitumen Limited, Cheshire, U.K. 982640 100

Highway Emulsions Limited, Cheshire, U.K. 2643238 100

Nynas Insurance Company Ltd, Hamilton, Bermuda #11005 100

Nynas A/S, Copenhagen, Denmark 66679 100

Nynas A/S, Drammen, Norway 962022316 100

AS Nynas, Tallinn, Estonia 10028991 100

Nynas SA, Bobigny, France 328o31232ooo49 99.95

Nynas Petroleo SA, Madrid, Spain esa78474475 100

Nynas Srl, Milan, Italy 1249541 100

Nynas GmbH, Dusseldorf, Germany 121304433 100

Nynas Australia Pty Ltd, Brisbane, Australia ACN076.139.029 100

Nynas Sp.zo.o, Szczecin, Poland KRS :0000106219 100

Nynas (South Africa) (Pty) Ltd, Johannesburg, South Africa 97/13041-07 100

Nynas do Brasil Ltda, Sao Paolo, Brasil 02331563/0001 100

Nynas Canada Inc, Toronto, Canada 870209335 100

Nynas Naphthenics Yaglari Ticaret Ltd Sti, Istanbul, Turkey 6320113964 100

Nynas Mexico SA, Mexico City, Mexico NME 010316RF 1 100

Nynas Servicios SA, Mexico City, Mexico NSE 010316NM1 100

Nynas Argentina SA, Buenos Aires, Argentina 30707778209 100

Nynas Technol Handels GmbH, Graz, Austria FN219950 100

Nynas Petroleum Shanghai Co, Ltd, Shanghai, China 315137 100

Nynas Baltic Sweden AB, Stockholm, Sweden 556625-4511 100

Nynas Limited Liability Company, Moscow, Russia 1087746838464 100

Nynas Belgium AB, Stockholm, Sweden 556613-4473 100

Nynas NV, Zaventem, Belgium 893.286.262 99.99

Nynas NV, Zaventem, Belgium 893.286.262 0.01

Nynas PTE Ltd, Singapore 200723567N 100

Nynas AG, Zug, Switzerland CH-170.3.025.994-5 99.99

Nynas USA Inc, Delaware, USA 800197875 100

Nynas OY, Vantaa, Finland 1834987-6 100

PT Nynas Indonesia, Jakarta, Indonesia 21.069.383.4-417.000 100

Nynas Naphthenics Private Ltd, Mumbai, India US1109MH 2009FTLI 95149

100

Nynas Co, Ltd, Seoul, Korea 110111-4222173 100

Nynas Germany AB, Stockholm, Sweden 556858-4170 100

Nynas Verwaltungs GmbH, Hamburg, Germany HRA 117766 100

Nynas GmbH & Co KG, Hamburg, Germany HRA 114916 100

Svensk Petroleum Förvaltnings AB, Stockholm, Sweden 556067-8459 10.9

Nynas Columbia S.A.S. 860.003.020-1 100

38

THE ISSUER

General corporate and Group information

The Issuer’s legal and commercial name is Nynas AB (publ) and its Swedish Reg. No. is 556029-

2509. The registered office is at Box 10700, 121 29 Stockholm, Sweden. The Issuer was

incorporated in Sweden on 27 June 1930 and registered with the Swedish Companies Registration

Office (Bolagsverket) on 1 September 1930. The Issuer is a public limited liability company

(publikt aktiebolag) regulated by the Swedish Companies Act (aktiebolagslagen (2005:551)).

Nynas was founded over 80 years ago as a Swedish oil company that produced everything from

petrol and diesel to fuel oil and lubricants, being now an international group specialising in

naphthenic specialty products and bitumen.

Pursuant to the Issuer’s Articles of Association, the object of the Issuer’s activities is to be engaged

in oil refining and other chemical industry, to trade with oil products and other chemical industry

commodities and to be engaged in other business activities related thereto.

Board of directors

Pursuant to Nynas’s Articles of Association, the number of Nynas’ Board of Directors elected by

the general meeting of the shareholders shall consist of no less than four and no more than eight

members, with a maximum of eight deputy members. The Issuer’s employees have a statutory

entitlement to appoint two employee representatives members and the same number of deputy

members to the Board.

The Board currently consists of eight members elected by the general meeting and two Employee

Representative Members. The board members and their current assignments outside the Group’s

business which are of relevance for the Issuer are listed below.

Ysmel Serrano

Born 1978. Chairman of the Board since 2017.

Other assignments: Vice president of Trade and Supply PDVSA.

Matti Lievonen

Born 1958. Vice Chairman of the Board since 2016 and board member since 2009.

Other assignments: President and CEO of Neste Corporation, chairman of Neste

Corporation executive board, vice chairman of the board of the Chemical Industry

Federation of Finland, member of the board of SSAB AB, independent member of

Fortum Oyj’s board, member of the advisory board of the National Emergency

Supply Agency and member of the supervisory board of the Finnish Fair

Corporation, member of the Board of East Office of Finnish Industries Oy and

member of the Supervisory Board of The Finnish Business and Policy Forum

EVA.

39

John Launiainen

Born 1954. Board member since 2011.

Other assignments: Director of mergers and acquisitions in Neste Corporation and board member

of Kilpilahti Power Plant Oy.

Tuomas Hyyryläinen


Other assignments: Senior vice president, Emerging Businesses in Neste Corporation, member of

Neste Corporation executive board and board member of Vapo Oy in Finland.

Antonio Suarez Torres


Other assignments: Independent advisor to Independent Oil Companies and National Oil

Companies and other investment institutions in the Energy/Exploration and Production sector,

honorary invited professor for two universities in Spain.

Conrad Keijzer


Other assignments: Member of Executive Committee AkzoNobel, Amsterdam,

Netherlands.

Ivan Orellana


Other assignments: Managing director of PDV Europa B.V..

Angel Martinez


Other assignments: Commerce and supply executive director of Petroleos de Venezuela S.A.

Pia Ovrin

Born 1966. Board member since 2013. Employee representative.

Other assignments: Member of the union organisation UNIONEN.

Roland Bergvik

Born 1967. Board member since 2010. Employee representative.

Other assignments: Member of the union organisation IF METALL.

The Group Executive Committee

Gert Wendroth

Born 1958. President and CEO since 2014.

40

Other assignments: No other on-going assignments.

Rolf Allgulander

Born 1962. Vice president Manufacturing since 2007.

Other assignments: Director of Eastham Refinery Limited.

Ewa Beskow

Born 1957. Director Human Resources since 2006.


Peter Bäcklund

Born 1956. Business area Director Bitumen Nordic since 2008.


Bo Askvik

Born 1958. CFO since 2014.

Other on-going assignments: No other on-going assignments.

Jim Christie

Born 1960. Business area Director Bitumen, United Kingdom since 2008.


Simon Day

Born 1967. Vice president Naphthenics since 2014.


Anders Nilsson

Born 1968. Director Supply chain since 2014.

Other assignments: Director of Eastham Refinery Limited.

Hans Östlin

Born 1961. Director Communication since 2006.


Pieter Godderis

Born 1979. Director Strategy and Transformation since 2016.


41

Additional information on the Board and the Group Executive Committee

Business address

The address for all members of the Board and the Group Management is c/o Nynas AB (publ), PO

Box 10700, Lindetorpsvägen, 7, 121 29, Stockholm.

Conflicts of interest

None of the members of the Board or Group Management of the Issuer has any private interest that

might conflict with the Issuer’s interests.

Although there are currently no conflicts of interest, it cannot be excluded that conflicts of interest

may come to arise between companies in which members of the Board of Directors and members

of the Group Management have duties, as described above, and the Issuer.

Financial interests

None of the members of the Board of Directors or the Group Management holds any shares or

other financial instruments in the Issuer.

Auditor

Ernst & Young AB (Box 7850, 103 99 Stockholm, Sweden) is the Issuer’s auditor since 2008 and

onwards (i.e. for the period covered by the historical financial information incorporated into this

Prospectus by reference). Rickard Andersson, born 1973, is the auditor in charge. Rickard

Andersson is an authorised public accountant and a member of FAR, the professional institute for

accountants in Sweden.

Unless otherwise explicitly stated, no information contained in this Prospectus has been audited or

reviewed by the Issuer’s auditor.

42

LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION

Authorisation and responsibility

The Issuer has obtained all necessary resolutions, authorisations and approvals required in

conjunction with the issue of the Notes and the performance of its obligations relating thereto. The

issuance of the Notes on 26 May 2017 was authorised by a resolution of the Board of the Issuer on

2 May 2017.

The Issuer is responsible for the information contained in this Prospectus and declares that, having

taken all reasonable care to ensure that such is the case, the information contained in this

Prospectus is, to the best of the Issuer’s knowledge, in accordance with the facts and that no

information has been omitted which may distort the picture of the Issuer. The information in the

Prospectus and in the documents incorporated by reference which derive from third parties has, as

far as the Issuer is aware and can judge on basis of other information made public by the respective

third party, been correctly represented and no information has been omitted which may serve to

render the information misleading or incorrect.

The Board of the Issuer is, to the extent provided by law, responsible for the information contained

in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case,

the information contained in this Prospectus is, to the best of its knowledge, in accordance with the

facts and that no information has been omitted which may distort the picture of the Issuer.

Legal and arbitration proceedings

The Group is currently and may from time to time be subject to disputes, claims and administrative

proceedings as a part of the ordinary course of business. Nynas is and will be contesting such

claims but it is not possible to offer any precise estimate of the outcome of any current disputes at

the present.

Save for the on-going disputes described below, the Group is not now and has not been party to any

governmental, legal or arbitration proceedings (including any such proceedings which are pending

or threatened which Nynas is aware of) during the previous 12 months which may have, or have

had in the recent past, significant effects on Nynas’ and/or the Group’s result or financial position.

Litigation in Dominican Republic and Mexico

Certain companies in the Group are currently party to litigation proceedings in relation to the

failure of electrical power transformers in the Dominican Republic and Mexico in 2008 and 2009.

The disputes are currently pending to be decided before the court of appeal in each respective

country.

Dominican Republic:

In February 2011 Nynas AB and Nynas USA Inc. were served with two summons, one from AES

Andrés, B.V. in the amount of USD 24,946,485.00 and one from Seguros Universal, S.A. in the

amount of USD 11,690,905.00. Both summons naming ABB Inc. and other ABB affiliates as co-

defendants and relating to the failure of a transformer in 2008 belonging to AES Andrés, B.V. AES

43

Andrés, B.V. claims it suffered damages in the amount of USD 36,617,380.00 and claims the

insurance coverage paid to AES Andrés B.V. by Seguros Universal, S.A. in the amount of USD

11,690,905.00 did not cover all their losses. The cases have been consolidated into one which was

ruled upon in favour of the Nynas companies involved, by the First Chamber of the Civil and

Commercial Chamber of the Court of First Instance of the National District, located within the area

of the greater city of Santo Domingo. The case is currently pending before the Court of Appeal.

The Group has paid the amounts of the insurance deductible to the insurance company.

Mexico:

Following notifications of informal nature, on 24 August 2011, two non-contentious proceedings

(diligencias de jurisdicción voluntaria) were notified at Nynas Mexico, S.A. de C.V.’s (“Nynas

Mexico”) offices. The claims were filed by Termoelectrica Peñoles, S. de R.L. de C.V. (“Peñoles”)

and Chartis Seguros, S.A. (now AIG Mexico, Seguros, S.A. de C.V.) before the local courts of

Mexico City, seeking payment of

273,494,588.68 Mexican pesos and USD 29,845,045.46, respectively. These proceedings were

filed in connection with the alleged damages suffered by Peñoles and Chartis Seguros, S.A. caused

by the failure of electric 213 MVA principal transformer of the thermoelectric plant property of

Peñoles located in Tamuin, San Luis Potosi (the “Incident”). The parties named as jointly and

severally liable for the damages in both non- contentious proceedings were: Alstom Power México,

S.A. de C.V., Prolec GE Internacional, S. de R.L. de C.V., Nynas Mexico and Voltrak, S.A. de

C.V.

On 16 July 2013, AIG México, Seguros, S.A. de C.V. (“Plaintiff”) filed a commercial cause of

action in relation to one of the non- contentious proceedings described above before the Ninth

District Court in Mexico City naming Nynas Mexico, Prolec GE Internacional, S. de R.L. de C.V.,

Alstom Mexicana, S.A. de C.V. and Voltrak, S.A. de C.V. as codefendants relating to the Incident.

The claim was lodged under file docket number 335/2013-B. Plaintiff has allegedly subrogated in

Peñoles’ rights to claim damages for USD 29,845,045.46 as insurance coverage paid. The case was

ruled upon in favour of Nynas Mexico and the other co-defendants and is presently pending before

the Court of Appeal.

On 19 August 2013, the other non-contentious proceeding described above was notified at Nynas

Mexico’s office as having been filed before the Seventh District Court in Civil Matters of the

Federal District, lodged under file docket number 313/2013-I. Claimant is Peñoles demanding the

payment of 273,494,588.68 Mexican pesos plus legal interest accrued as result of the damages

caused by the Incident. The parties named as jointly and severally liable for the damages were:

Alstom Power México, S.A. de C.V., Prolec GE Internacional, S. de

R.L. de C.V., Nynas Mexico and Voltrak, S.A. de C.V. To this date the Group is not aware of any

further notices or developments regarding this non-contentious proceeding.

The Group has provisioned the amounts of the insurance deductible in relation to the claim and

non-contentious proceeding described above.

44

Proceedings before the Land and Environmental Court in Sweden

The Group is required to remediate an area (called J3/J4) which contains a material called acid tar.

Acid tar pits have been and are a common problem in the petroleum industry for many years,

however the acid tar in J3/J4 is unusually acidic and high in sulphur content making it difficult to

treat. Consequently, the Group has submitted to the Land and Environmental Court a final

remediation plan together with additional information as requested by such court. The Land and

Environmental Court determined in its decision of 18 June 2014 that Nynas may proceed with the

clean-up process in accordance with its final remediation (subject to two minor modifications).

After the dismissal of an appeal petition filed with the Land and Environmental Court of Appeal

the ruling became legally binding on 12 December 2014. The estimated cost for the methodology

considered in the remediation plan is included in the Group’s financial statements. If the

remediation plan fails and the court decides that a more expensive methodology is to be used or

that the Group has to undertake additional action than such contained in the plan submitted that

could result in increased costs.

In the sea bed outside the refinery in Nynäshamn there are contaminated sediments resulting from

operations several decades ago (called E2). There is no proven technique to remove the

contaminated sediments without causing additional environmental damage. The Group is

committed to monitoring the continued natural recovery of the contaminated sea bed and on 18

June 2014, the Land and Environmental Court ruled on the next steps of the proceedings and

determined that it is not environmentally justified to remove the contaminated sediments which are

located at depths exceeding 34 meters, outside the refinery in Nynäshamn. Upon appeal, the Land

and Environmental Court of Appeal added the obligation to investigate dredging of the shallow

areas of E2. Consequently, according to the ruling Nynas may continue the monitoring and Nynas

shall only investigate monitored natural recovery and in-situ capping. The ruling became legally

binding on 27 November 2015. Should the court in future rulings rule that the Group shall further

investigate methods for remediation or undertake other actions it could result in increased costs.

Tax dispute Nynas UK

On 1 December 2014 the Swedish Tax Authority rendered a decision against Nynas’ subsidiary,

Nynas UK AB that pensions payments made to Nynas UK Pension Scheeme during the financial

year 2008 do not qualify as pension cost and cannot be seen as tax deductible. The decision was

appealed to the Swedish Administrative Court, and a negative decision by the Administrative Court

was pronounced on 3 March 2016. This decision has been appealed by Nynas UK AB to the

Administrative Court of Appeal and upon request from Nynas UK AB, the Swedish Tax Authority

has granted a delay of payment until the Administrative Court of Appeal has rendered its decision.

Tax disputes Brazil

Nynas is involved in tax disputes in Brazil relating to IPI (excise tax) and ICMS (state sales tax).

The ongoing disputes have been appealed to respective administrative levels.

45

Material contracts

The Group has not entered into any material contracts outside of the ordinary course of its business

which could have a material impact on the Issuer's ability to meet its obligations under the Notes.

Significant adverse changes and recent events

There has been no material adverse change in the prospects of the Issuer since the date of

publication of its last audited financial report and no significant change in the financial or market

position of the Group since the end of the last financial period for which interim financial

information has been published.

46

Overview of financial reporting and documents incorporated by reference

The accounting principles applied in the preparation of the Issuer’s financial statements presented

below are set out in the following and have been consistently applied to all the years presented,

unless otherwise stated.

The financial information for the financial years ending 31 December 2015 and 31 December 2016

have been prepared in accordance with International Financial Reporting Standards (IFRS), as

adopted by the European Union, RFR 1 (Kompletterande redovisningsregler för koncerner) and the

Swedish Annual Accounts Act.

The Issuer’s consolidated annual reports for the financial years ended 31 December 2015 and 31

December 2016 have been incorporated in this Prospectus by reference. The consolidated annual

reports have been audited by the Issuer’s auditor and the auditor’s report has been incorporated in

this Prospectus through the consolidated annual reports for the financial years ended 31 December

2015 and 31 December 2016 by reference.

In this Prospectus the following documents are incorporated by reference. The documents have

been made public and have been handed in to the SFSA.

Reference Document Page (relevant section)

Financial information

regarding the Issuer and

its business for the

financial year ended

31 December 2015

Nynas’ consolidated

annual report for the


31 December 2015

- 18-25 (Directors’ report),

- 51 (Group’s consolidated income

statement and statement of

comprehensive income),

- 52-53 (Group’s consolidated

statement of financial position),

- 54 (Group’s consolidated statement

of changes in equity),

- 55 (Group’s consolidated cash flow

statement)

- 56 (Issuer’s income statement and

statement of comprehensive income)

- 57-58 (Issuer’s balance sheet)

- 59 (Issuer’s statement of changes in

equity)

- 60 (Issuer’s statement of cash flow)

https://www.nynas.com/globalassets/nynas-annual-report-2015.pdf

https://www.nynas.com/globalassets/investor-relations/nynas-annual-report-2016.pdf





47

- 61-68 (Accounting policies)

- 69-113 (Notes)

- 116-117 (Glossary and definitions)

Auditor’s report for the


31 December 2015




31 December 2015

- 115 (Auditor’s report)

Financial information

regarding the Issuer and

its business for the


31 December 2016




31 December 2016

- 29-36 (Directors’ report),

- 45 (Group’s consolidated income

statement and statement of

comprehensive income),

- 46-47 (Group’s consolidated

statement of financial position),

- 48 (Group’s consolidated statement

of changes in equity),

- 49 (Group’s consolidated cash flow

statement)

- 50 (Issuer’s income statement and

statement of comprehensive income)

- 51-52 (Issuer’s balance sheet)

- 53 (Issuer’s statement of changes in

equity)

- 54 (Issuer’s statement of cash flow)

- 55-61 (Accounting policies)

- 62-107 (Notes)

- 112-114 (Glossary and definitions)

Auditor’s report for the


31 December 2016




31 December 2016

- 109-111 (Auditor’s report)

48

Investors should read all information which is incorporated in the Prospectus by reference.

Information in the above documents which is not incorporated by reference is either deemed by the

Issuer not to be relevant for investors in Notes or covered elsewhere in the Prospectus.

49

Documents on display

Copies of the following documents are electronically available at www .nynas.com. Paper copies of

the documents are also available at the Issuer’s office, Box 107 00, Lindetorpsvägen 7, 121 29

Stockholm, Sweden during the validity period of this Prospectus (regular office hours):

the Issuer’s Articles of Association;

All documents which by reference are a part of this Prospectus, including

historical financial information for the Issuer and its subsidiaries.

50

TERMS AND CONDITIONS

___________________________________________________________________

TERMS AND CONDITIONS FOR NYNAS AB (PUBL)

UP TO SEK 1,100,000,000

SENIOR UNSECURED FLOATING RATE NOTES ISIN:

SE0005994167

___________________________________________________________________

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. In

particular the Notes have not been and will not be registered under the U.S. Securities Act of 1933,

as amended and 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. Persons into whose possession this document comes are

required by the Issuer to inform themselves about, and to observe, any applicable restrictions.

51

1 DEFINITIONS AND CONSTRUCTION

1.1 Definitions

In these terms and conditions (the “Terms and Conditions”):

“Acceptable Bank” means a bank or financial institution which has a rating for its long-

term unsecured and non-credit enhanced debt obligations of BBB+ or higher by Standard

& Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody’s Investor

Services Limited or a comparable rating from an internationally recognised credit rating

agency.

“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.

“Adjusted EBITDA” means in respect of any accounting period covered by the Income

Statement, the consolidated operating profit:

(a) before depreciation of the Group as shown in the Income Statement but after

adding back (to the extent already deducted) depreciation with respect to assets

and after making such adjustments, if any, as necessary in order to exclude any

items of non-operating income and expenditure which are, in accordance with

IFRS, normally taken into account in computing operating profit before

depreciation;

(b) before taking into account any unrealised gains or losses on any derivative

instrument included in consolidated operating profit (other than any derivative

instrument which is accounted for on a hedge accounting basis); and

(c) before any Exceptional Items.

“Adjusted Nominal Amount” means the Total Nominal Amount less the Nominal

Amount of all Notes owned by:

(a) a Group Company;

(b) PDVSA or any of its Subsidiaries but only if PDVSA or any of its Subsidiaries is

a Shareholder; and

(c) Neste Oil Oyj or any of its Subsidiaries but only if Neste Oil Oyj or any of its

Subsidiaries is a Shareholder,

in each case irrespective of whether such person is directly registered as owner of such

Notes.

“Advance Purchase Agreements” means (a) 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 90 days after the date of supply, or (b) any other trade credit incurred in the

ordinary course of business.

52

“Affiliate” means in relation to any person, a Subsidiary of that person or a Holding

Company of that person or any other Subsidiary of that Holding Company.

“Agent Agreement” means the agreement entered into on or about the First Issue Date,

between the Issuer and the Agent, or any replacement agent agreement entered into after

the First Issue Date between the Issuer and an Agent.

“Agent” means CorpNordic Sweden AB, Swedish Reg. No. 556625-5476, or another

party replacing it, as Agent, in accordance with these Terms and Conditions.

“Applicable Premium” means the higher of:

(a) 1.00 per cent. of the Nominal Amount; and

(b) an amount equal to

(i) the Nominal Amount; plus

(ii) all remaining scheduled Interest payments (assuming that the Interest Rate

for the period from the relevant Redemption Date to the Final Maturity

Date will be equal to the interpolated SEK mid-swap rate for the

remaining term from the Redemption Date until the Final Maturity Date

plus the Floating Rate Margin) on the Note until the Final Maturity Date

(but excluding accrued but unpaid Interest up to the relevant Redemption

Date),

discounted (for the time period starting from the relevant Redemption Date to the

Final Maturity Date) using a discount rate equal to the yield of the Swedish

Government Bond with a maturity date on or about the Final Maturity Date plus

0.50 per cent., minus

(iii) the Nominal Amount.

“Business Day” means a day in Sweden other than a Sunday or other public holiday.

Saturdays, Midsummer Eve (midsommarafton), Christmas Eve (julafton) and New Year’s

Eve (nyårsafton) shall for the purpose of this definition be deemed to be public holidays.

“Business Day Convention” means the first following day that is a Business Day unless

that day falls in the next calendar month, in which case that date will be the first

preceding day that is a Business Day.

“Cash Equivalents” means:

(a) certificates of deposit maturing within one year after the relevant date of

calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the

government of the United States of America, the United Kingdom, Sweden or any

country with a credit rating of either AA or higher by Standard & Poor’s Rating

Services or Fitch Ratings Ltd or Aa2 or higher by Moody’s Investor Services

53

Limited or by an instrumentality or agency of any of them having an equivalent

credit rating, maturing within one year after the relevant date of calculation and

not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the

United Kingdom, or Sweden;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor's

Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by

Moody's Investor Services Limited, or, if no rating is available in respect

of the commercial paper, the issuer of which has, in respect of its long-

term unsecured and non-credit enhanced debt obligations, an equivalent

rating;

(d) sterling bills of exchange eligible for rediscount at the Bank of England and

accepted by an Acceptable Bank (or their dematerialised equivalent); or

(e) any investment in money market funds which (i) have a credit rating of either A-1

or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings

Ltd or P-1 or higher by Moody's Investor Services Limited, (ii) invest

substantially all their assets in securities of the types described in paragraphs (a)

to (d) above, and (iii) can be turned into cash on not more than 30 days’ notice,

in each case, to which any Group Company is alone (or together with other Group

Companies) beneficially entitled at that time and which is not issued or guaranteed by any

Group Company or subject to any Security.

“Change of Control Event” occurs if:

(a) Neste Oil AB or any wholly-owned direct or indirect Subsidiary of Neste Oil AB

ceases to own, legally and beneficially, directly at least 49.999% of the issued

shares in the capital or voting rights of the Issuer (the “Neste Shares”); or

(b) the Neste Shares cease to be directly or indirectly owned, legally and beneficially,

by Neste Oil Oyj or any wholly owned Subsidiary of Neste Oil Oyj; or

(c) PDV Europa B.V. or any wholly-owned direct or indirect Subsidiary of PDV

Europa B.V. ceases to own, legally and beneficially, directly at least 50.001% of

the issued shares in the capital or voting rights of the Issuer (the “PDV Shares”);

or

54

(d) the PDV Shares cease to be directly or indirectly owned, legally and beneficially,

by PDVSA or any wholly owned Subsidiary of PDVSA.

“Consultation Period” means the period of consultations specified in Clause 13.7

(Enforcement).

“Credit Agreement” means the credit facility agreement originally dated 30 November

2011 (as amended and restated pursuant to a supplemental agreement dated 20 December

2012 and as further amended from time to time) between amongst others the Issuer as the

company and Merchant Banking, Skandinaviska Enskilda Banken AB (publ) as facility

agent.

“Credit Agreement Finance Parties” means the Finance Parties (as defined in the

Credit Agreement).

“CSD” means the Issuer’s central securities depository and registrar in respect of the

Notes, from time to time, initially Euroclear Sweden AB, Swedish Reg. No. 556112-

8074, P.O. Box 191, 101 23 Stockholm, Sweden.

“Eligible Cash” means at any time the aggregate of cash, short-term deposits and money

at call with recognised banks and financial institutions and belonging to any Group

Company to the extent that that cash, those deposits and that money at call is or are freely

available to meet the liabilities of that Group Company. A short term deposit shall not be

regarded as unavailable solely because it has not matured if the term of that deposit is

reasonably capable of being broken at the instigation of the Group Company that placed

the deposit.

“ERL” means Eastham Refinery Limited (registered number 2205902).

“Euro” and “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 11.1.

“Exceptional Items” means any material items of an unusual or non-recurring nature

which represent gains or losses including but not limited to those arising on:

(a) the restructuring of the activities of an entity and reversals of any provisions for

the cost of restructuring;

(b) disposals, revaluations or impairment of non-current assets;

(c) disposals of assets associated with discontinued operations;

(d) material changes to the provisions for future environmental costs; and

(e) impairment losses in relation to inventory arising from any revaluation of such

inventory to its net realisable value.

55

“Final Maturity Date” means the date falling four (4) years after the First Issue Date,

being 26 June 2018.

“Finance Documents” means these Terms and Conditions, the Agent Agreement and any

other document designated by the Issuer and the Agent as a Finance Document.

“Finance Lease” means a finance lease arrangement which is treated as a finance lease in

accordance with the accounting principles applicable on the First Issue Date (a lease

which in the accounts of the Group is treated as an asset and a corresponding liability)

and shall, for the avoidance of doubt, not include any current or future lease which as of

the First Issue Date is or would have been classified as an operational lease.

“Financial Indebtedness” means any financial indebtedness in respect of:

(a) monies borrowed or raised, including Market Loans;

(b) the amount of any liability in respect of any Finance Leases;

(c) receivables sold or discounted (other than any receivables to the extent they are

sold on a non-recourse basis);

(d) any amount raised under any other transaction (including any forward sale or

purchase agreement) having the commercial effect of a borrowing;

(e) 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);

(f) any counter indemnity obligation 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

(g) (without double counting) any guarantee or other assurance against financial loss

in respect of a type referred to in the above items (a)-(f).

“Financial Instruments Accounts Act” means the Swedish Financial Instruments

Accounts Act (lag (1998:1479) om kontoföring av finansiella instrument).

“First Exercise Period” means the period set forth in Clause 8.5.1.

“First Issue Date” means 26 June 2014.

“First USPP” means the notes due 17 October 2014 issued by the Issuer in a principal



“Floating Rate Margin” means 7.50 percentage unit per annum.

“Force Majeure Event” has the meaning set forth in Clause 23.1.

56

“Group” means the Issuer and its Subsidiaries from time to time (each a “Group

Company”).

“Hedge Counterparty” means any bank or financial institution with which any Group

Company has entered into any derivative transaction in connection with protection

against or benefit from fluctuation in any rate or price.

“Hedging Obligations” means the aggregate of all outstanding hedging liabilities of the

Group under any hedging arrangement.

“Holding Company” means, in relation to a person, any other person in respect of which

it is a Subsidiary.

“Income Statement” means the latest available audited annual consolidated income

statement, the quarterly unaudited consolidated income statement or the unaudited year-

end report (bokslutskommiké) in each case delivered pursuant to Clause 9.1.1.

“Incurrence Test” means that:

(a) the ratio of Adjusted EBITDA to Net Interest Payable is not less than 3.00:1; and

(b) the ratio of Total Consolidated Net Borrowings to Adjusted EBITDA is not

greater than 4.00:1,

in each case as calculated pursuant to Clause 10.10 (Calculation of the Incurrence Test).

“Initial Notes” means the Notes issued on the First Issue Date.

“Initial Note Issue” has the meaning set forth in Clause 2.3.

“Insolvent” means, in respect of a relevant person:

(a) 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 7-9 of the Swedish

Bankruptcy Act (konkurslagen (1987:672)) (or its equivalent in any other

jurisdiction), suspends making payments on any of its debts or by reason of actual

or anticipated financial difficulties commences negotiations with its creditors

(other than the Noteholders) with a view to rescheduling any of its indebtedness

(including company reorganisation under the Swedish Company Reorganisation

Act (lag (1996:764) om företagsrekonstruktion) (or its equivalent in any other

jurisdiction)), or a moratorium is declared in respect of the Financial Indebtedness

of any Material Group Company or ERL; or

(b) that any corporate action, legal proceedings or other procedures are taken (other

than (i) proceedings or petitions which are being disputed in good faith and are

discharged, stayed or dismissed within 30 days of commencement or, if earlier,

the date on which it is advertised and (ii), in relation to Subsidiaries, solvent

liquidations) in relation to:

57

(i) the suspension of payments, winding-up, dissolution, administration or

reorganisation (företagsrekonstruktion) (by way of voluntary agreement,

scheme of arrangement or otherwise) of any Material Group Company or

ERL; or

(ii) the appointment of a liquidator, receiver, administrator, administrative

receiver, compulsory manager or other similar officer in respect of any

Material Group Company, ERL or any of its assets or any analogous

procedure or step is taken in any jurisdiction.

“Instructing Party” means (a) for as long as the indebtedness outstanding under the

Credit Agreement amounts to at least twenty-five (25) per cent. of the Senior Debt, the

facility agent under the Credit Agreement, and (b) otherwise, the Senior Representative

representing the largest portion of Senior Debt.

“Intercreditor Agreement” has the meaning set forth to that term in Clause 13.1 (Shared

Transaction Security).

“Interest” means the interest on the Notes calculated in accordance with Clauses 7.1 to

7.3.

“Interest Payment Date” means 26 March, 26 June, 26 September and 26 December of

each year or, to the extent such day is not a Business Day, the Business Day following

from an application of the Business Day Convention. The first Interest Payment Date for

the Notes shall be 26 September 2014 and the last Interest Payment Date shall be the

Final Maturity Date (or any Redemption Date prior thereto).

“Interest Period” means:

(a) in respect of the first Interest Period, the period from (but excluding) the First

Issue Date to (and including) the first Interest Payment Date; and

(b) 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).

“Interest Rate” means STIBOR plus the Floating Rate Margin.

“Issuer” means Nynas AB (publ), a public limited liability company incorporated under

the laws of Sweden with Reg. No. 556029-2509.

“Issuing Agent” means Danske Bank A/S, Danmark, Sverige Filial, or another party

replacing it, as Issuing Agent, in accordance with these Terms and Conditions.

“Listing Failure Event” means that (i) the Initial Notes are not listed on a Regulated

Market within the Listing Period or (ii) following the expiry of the Listing Period, the

Initial Notes cease to be listed on a Regulated Market.

“Listing Period” means (4) months following (and excluding) the First Issue Date.

58

“Market Loan” means loans against the issue of certificates, bonds or other securities

(including loans under an MTN or other market loan programs) that are sold, arranged or

placed in an organised form and that are or are intended to become the subject of trading

on a Regulated Market.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial

condition or operations of the Group taken as a whole or (b) the Issuer’s ability to

perform and comply with its payment obligations under the Finance Documents.

“Material Disposal” has the meaning set forth in Clause 10.4 (Disposal of assets).

“Material Group Company” means

(a) the Issuer; and

(b) any Subsidiary of the Issuer whose gross assets, or Adjusted EBITDA for the last

twelve (12) months, as at the final day of the Issuer’s then last preceding calendar

quarter (having regard to its direct and/or indirect beneficial interest in the shares,

or the like, of that Subsidiary) represent at least five per cent. of the consolidated

gross assets, or Adjusted EBITDA for the last twelve (12) months, (as at the same

date of period) of the Group.

If there is a dispute as to whether or not a company is a Material Group Company, a

certificate of the auditors of the Issuer will be, in the absence of manifest error,

conclusive.

“Neste Shares” has the meaning set forth in paragraph (a) of the definition of Change of

Control.

“Net Interest Payable” means:

(a) all interest, acceptance commission, discount (but excluding front end fees) and

any other continuing, regular or periodic costs and expenses in the nature of

interest (including premiums and payments calculated in the nature of interest

under or in consideration of any interest or currency swap, cap, floor, collar,

foreign exchange or other hedging arrangement and whether paid, payable or

capitalised) payable by the Group in effecting, servicing or maintaining Total

Consolidated Borrowings during a period in respect of which a calculation of Net

Interest Payable falls to be made and which is charged as payable in the Income

Statement; less

(b) an amount equal to all interest receivable, or other regular or periodic receipts in

the nature of interest (including premiums and payments in the nature of interest

under or in consideration of any interest or currency swap, cap, floor, collar,

foreign exchange or other hedging arrangements and whether paid, payable or

capitalised) (whether or not received) accrued during such period as shown in the

Income Statement.

59

“Nominal Amount” has the meaning set forth in Clause 2.3.

“Noteholder” means the person who is registered on a Securities Account as direct

registered owner (ägare) or nominee (förvaltare) with respect to a Note.

“Noteholders’ Meeting” means a meeting among the Noteholders held in accordance

with Clause 15 (Noteholders’ Meeting).

“Note” means a debt instrument (skuldförbindelse) for the Nominal Amount and of the

type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act (lag

(1998:1479) om kontoföring av finansiella instrument) and which are governed by and

issued under these Terms and Conditions, including the Initial Notes and any Subsequent

Notes.

“PDV Shares” has the meaning set forth in paragraph (c) of the definition of Change of

Control.

“PDVSA” means Petroleos de Venezuela S.A.

“Permitted Debt” means any Financial Indebtedness:

(a) of the Group incurred under or in connection with the Initial Note Issue or the

USPP;

(b) of the Group incurred under or in connection with the Credit Agreement and

related finance documents, in a maximum aggregate amount of EUR 750,000,000

(or the equivalent in any other currency);

(c) of the Group incurred under any Refinancing Debt;

(d) of the Group incurred pursuant to any Finance Lease, not exceeding an aggregate

amount of SEK 250,000,000;

(e) taken up from a Group Company;

(f) incurred in the ordinary course of business under Advance Purchase Agreements;

(g) any non-speculative derivative transaction protecting against or benefiting from

fluctuations in any rate or price entered into in the ordinary course of business

(including in connection with any hedging policy of the Group);

(h) of any person acquired by a Group Company which is incurred under

arrangements in existence at the date of its acquisition, but only for a period of six

months from the date of that acquisition;

(i) any indebtedness incurred by the Issuer which is applied towards refinancing of

the Second USPP;

(j) incurred by the Issuer if such Financial Indebtedness meets the Incurrence Test

tested pro forma including such incurrence, and (i) is incurred as a result of a

Subsequent Note Issue by the Issuer under the Terms and Conditions, or (ii) ranks

60

pari passu or is subordinated to the obligations of the Issuer under the Finance

Documents, and in relation to Market Loans only has a final redemption date or,

when applicable, early redemption dates or instalment dates which occur after the

Final Redemption Date, provided in each case that no Event of Default is

outstanding or would occur as a result of such incurrence;

(k) any Financial Indebtedness constituted by counter-indemnities in respect of letters

of credit (or equivalent contingent instruments) issued at the request of the Issuer

provided that the aggregate Financial Indebtedness incurred under this paragraph

does not exceed SEK 600,000,000 at any one time, and:

(i) the beneficiary of the letter of credit (or equivalent contingent instrument)

is not a Supplier; or

(ii) if the beneficiary of the letter of credit (or equivalent contingent

instrument) is a Supplier, the letter of credit (or equivalent contingent

instrument) has a term that exceeds six months.

(l) any Financial Indebtedness and/or any increase of Financial Indebtedness

incurred by the Issuer under, or as a result of the refinancing of, the SEK

1,500,000,000 commercial paper programme arranged by Handelsbanken Capital

Markets dated 14 April 2004 (as amended on 28 April 2006 and as further

amended from time to time) and/or any back-up credit facility for such

commercial paper programme, provided that the aggregate Financial Indebtedness

incurred under this paragraph does not exceed SEK 1,500,000,000;

(m) any Subordinated Loans;

(n) any indebtedness incurred in relation to pension provisions of the Group; and

(o) not being the sort of Financial Indebtedness referred to in paragraphs (a)-(n)

above, provided that the aggregate amount of such indebtedness does not exceed

SEK 500,000,000.

“Permitted Security” means:

(a) a lien arising by operation of law in the ordinary course of trading and securing

amounts not more than 30 days overdue;

(b) any security (including, for the avoidance of doubt, any business mortgage

(företagshypotek)) over the non-fixed assets of any Group Company in favour of

any insurer of the pension provisions of the Group;

(c) pledges of goods, the related documents of title and/or other related documents

arising or created in the ordinary course of its trading as security only for

Financial Indebtedness to a bank or financial institution directly relating to the

goods or documents on or over which that pledge exists;

61

(d) Security arising out of title retention provisions in a supplier's standard conditions

of supply of goods acquired by the relevant person in the ordinary course of its

business operations;

(e) any Security existing at the time of acquisition on or over any asset acquired after

the First Issue Date and not created in contemplation of or in connection with that

acquisition, provided such Security is released within 90 days of the date on

which such asset is acquired;

(f) in the case of any company which becomes a Subsidiary of the Issuer after the

First Issue Date, any Security existing on or over its assets when it becomes a

Subsidiary and not created in contemplation of or in connection with it becoming

a Subsidiary and any Security created in respect of the refinancing or renewal of

the indebtedness to which that Security relates;

(g) any Security created on any asset acquired by a person or developed by it after the

First Issue Date for the sole purpose of financing or refinancing that acquisition or

development and securing a principal amount not exceeding 80 per cent. of the

cost of that acquisition or, as the case may be, 80 per cent. of the cost of that

development;

(h) any other Security created or outstanding on or over assets of any Group

Company provided that the aggregate outstanding principal amount secured by all

Security created or outstanding under this exception on or over assets of the

Group Companies must not at any time exceed SEK 250,000,000 or its

equivalent;

(i) cash cover or any Security relating to a letter of credit under the Credit Agreement

or any refinancing thereof; and

(j) any Shared Transaction Security.

“Put Request Nominal Amount” has the meaning set forth in Clause 8.5.3.

“Quotation Day” means, in relation to any period for which an interest rate is to be

determined, two (2) Business Days before the first day of that period.

“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 12 (Distribution of proceeds), (iv) the date of a Noteholders’ Meeting, or

(v) 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 8 (Redemption and repurchase of the Notes).

“Refinancing Debt” means all present and future moneys, debts and liabilities due,

owing or incurred from time to time by any Group Company to any creditor under or in

62

connection with any refinancing of any Senior Debt, provided that the amount of such

indebtedness incurred does not exceed the amount of the Senior Debt being refinanced.

“Regulated Market” means any regulated market (as defined in Directive 2004/39/EC

on markets in financial instruments).

“Relevant Period” means each period of 12 consecutive calendar months.

“Restricted Payment” has the meaning set forth in Clause 10.5 (Distributions and other

transactions).

“Second Exercise Period” means the period set forth in Clause 8.5.4.

“Second USPP” means the notes due 17 October 2016 issued by the Issuer in a principal



“Secured Parties” means, in relation to the Shared Transaction Security that may be

granted in accordance with Clause 13 (Intercreditor Principles), the Noteholders, the

USPP Noteholders (and an agent or trustee thereunder), the Agent, the Security Agent,

the Credit Agreement Finance Parties and any Hedge Counterparty and any other

creditor, agent or trustee under any Refinancing Debt (in each case only in the capacity as

creditor or finance party in respect of the Senior Debt).

“Securities Account” means the account for dematerialised securities 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 any mortgage, pledge, lien, charge, assignment operating by way of

security, hypothecation or security interest or any other agreement or arrangement having

the effect of conferring security.

“Security Agent” means, in relation to the Shared Transaction Security that may be

granted in accordance with Clause 13 (Intercreditor Principles), the Instructing Party at

the date on which Security is first granted in accordance with Clause 13.1 (Shared

Transaction Security).

“Senior Debt” means all present and future moneys, debts and liabilities due, owing or

incurred from time to time by any Group Company to any Secured Party under or in

connection with the Credit Agreement, the Notes, the USPP, the Refinancing Debt or the

Hedging Obligations.

“Senior Debt Enforcement Event” means:

(a) a non-payment event of default under the Credit Agreement, the Refinancing Debt

or the Notes:

63

(b) the acceleration of any Senior Debt or the making of any declaration that any

Senior Debt are prematurely due and payable as a result of an event of default

(however described);

(c) the making of any declaration that any Senior Debt are payable on demand;

(d) the suing for, commencing or joining of any legal or arbitration proceedings

against any Group Company to recover any Senior Debt; and

(e) the premature termination or close-out of any hedging transaction under the

Hedging Obligations as a result of an event of default (however described).

“Senior Representatives” means from time to time, the Agent (representing itself and

the Noteholders), the facility agent under the Credit Agreement (representing itself, the

Credit Agreement Finance Parties and the Hedge Counterparties) and any other agent

under the USPP or any Refinancing Debt, from time to time.

“Shared Transaction Security” means the Security that may be granted in accordance

with Clause 13.1 (Shared Transaction Security).

“Shared Transaction Security Documents” has the meaning set forth in Clause 13.1

(Shared Transaction Security).

“Shareholders” means the shareholders of the Issuer for the time being.

“STIBOR” means:

(a) the applicable percentage rate per annum displayed on NASDAQ OMX’s website

for STIBOR fixing (or through another website replacing it) as of or around 11.00

a.m. on the Quotation Day for the offering of deposits in Swedish Kronor and for

a period comparable to the relevant Interest Period; or

(b) if no rate is available for the relevant Interest Period, the arithmetic mean of the

rates (rounded upwards to four decimal places) as supplied to the Issuing Agent at

its request quoted by leading banks in Stockholm interbank market reasonably

selected by the Issuing Agent, for deposits of SEK 100,000,000 for the relevant

period; or

(c) if no quotation is available pursuant to paragraph (b), the interest rate which

according to the reasonable assessment of the Issuing Agent best reflects the

interest rate for deposits in Swedish Kronor offered in the Stockholm interbank

market for the relevant period; and

if any such rate is below zero, STIBOR will be deemed to be zero.

“Subsequent Notes” means any Notes issued after the First Issue Date on one or more

occasions.

“Subsequent Note Issue” has the meaning set forth in Clause 2.4.

64

“Subsidiary” means in relation to any company or corporation (a Holding Company), a

company or corporation:

(a) which is controlled, directly or indirectly, by the Holding Company;

(b) more than half of the issued share capital of which is owned, directly or indirectly,

by the Holding Company; or

(c) which is a Subsidiary of another Subsidiary or the Holding Company.

“Subordinated Loans” means any debt finance made available by any of the

Shareholders (or any member of the same consolidated group as any of the Shareholders

(excluding, to the extent it would fall within that description, any Group Company)) to

any Group Company, provided that such debt (i) is contractually subordinated to the

Noteholder’s interests under the Finance Documents upon distribution of proceeds from

any enforcement action or in case of insolvency, (ii) according to its terms yield payment-

in-kind interest, and (iii) has a final redemption date or, when applicable, early

redemption dates or installment dates which occur after the Final Maturity Date.

“Supplier” means a supplier of crude oil feedstock or other raw materials to a member of

the Group where such supply is made to it in its ordinary course of business.

“Swedish Kronor” and “SEK” means the lawful currency of Sweden.

“Total Consolidated Borrowings” means at any time the aggregate (without double

counting) of the following:

(a) the outstanding principal amount of any moneys borrowed by any Group

Company (including in connection with the sale or discounting of receivables

(otherwise than on terms which provide for no recourse to any Group Company in

the event that such a receivable is uncollectable)) and any outstanding overdraft

debit balance of any Group Company;

(b) the outstanding principal amount of any debenture, bond, note, loan stock or other

debt security of any Group Company;

(c) the outstanding principal amount of any acceptance under any acceptance credit

opened by a bank or other financial institution in favour of any Group Company;

(d) the outstanding principal amount of any indebtedness of any Group Company

arising from any deferred payment agreements arranged primarily as a method of

raising finance or financing the acquisition of an asset;

(e) the capitalised element of indebtedness of any Group Company in respect of a

Finance Lease;

(f) any fixed or minimum premium payable on the repayment or redemption of any

instrument referred to in paragraph (b) above;

65

(g) the principal amount of pensions provisions and liabilities to any insurer of the

pension provisions of the Group, of any Group Company; and

(h) the outstanding principal amount of any indebtedness of any person of a type

referred to in paragraphs (a) to (g) above which is the subject of a guarantee

and/or indemnity by any Group Company,

but, in determining Total Consolidated Borrowings, any such items owing by one Group

Company to another Group Company (including, for the avoidance of doubt,

indebtedness of the Issuer under the Notes held by the Issuer or any other Group

Company), and the outstanding principal amount of any Subordinated Loan, shall be

excluded.

“Total Consolidated Net Borrowings” means at any time Total Consolidated

Borrowings less Eligible Cash and Cash Equivalents.

“Total Nominal Amount” means the total aggregate Nominal Amount of the Notes

outstanding at the relevant time.

“US Dollars” or “USD” means the lawful currency of the United States.

“USPP” means the indebtedness of the Issuer in relation to the First USPP and the

Second USPP.

“USPP Noteholder” means the person in whose name the notes under the USPP are

registered.

“Written Procedure” means the written or electronic procedure for decision making

among the Noteholders in accordance with Clause 16 (Written Procedure).

1.2 Construction

Unless a contrary indication appears, any reference in these Terms and Conditions to:

(a) “assets” includes present and future properties, revenues and rights of every

description;

(b) (any agreement or instrument is a reference to that agreement or instrument as

supplemented, amended, novated, extended, restated or replaced from time to

time;

(c) 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;

(d) an Event of Default is continuing if it has not been remedied or waived;

(e) a provision of law is a reference to that provision as amended or re-enacted; and

(f) a time of day is a reference to Stockholm time.

66

When ascertaining whether a limit or threshold specified in Swedish Kronor has been

attained or broken, an amount in another currency shall be counted on the basis of the rate

of exchange for such currency against Swedish Kronor for the previous Business Day, as

published by the Swedish Central Bank (Riksbanken) on its website (www .riksbank.se).

If no such rate is available, the most recently published rate shall be used instead.

A notice shall be deemed to be sent by way of press release if it is made available to the

public within Sweden promptly and in a non-discriminatory manner.

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.

Any undertaking, event of default or other reference herein to ERL shall only apply as

long as ERL is owned by the Issuer or a Subsidiary of the Issuer by at least 50 per cent.

2 STATUS OF THE NOTES

2.1 The Notes are denominated in Swedish Kronor 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 and the other Finance Documents.

2.2 By subscribing for Notes, each initial 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.

2.3 The nominal amount of each Note is SEK 1,000,000 (the “Nominal Amount”). The

maximum total nominal amount of the Initial Notes is SEK 650,000,000 (the “Initial

Note Issue”). All Initial Notes are issued on a fully paid basis at an issue price of 100 per

cent. of the Nominal Amount.

2.4 The Issuer may, at one or several occasions, issue Subsequent Notes amounting to a

maximum of SEK 450,000,000 (the “Subsequent Note Issue”) provided that the

indebtedness under such Subsequent Notes constitutes Permitted Debt. Subsequent Notes

shall benefit from and be subject to the Finance Documents, and, for the avoidance of

doubt, the ISIN, the interest rate, the nominal amount and the final maturity applicable to

the Initial Notes shall apply to Subsequent Notes. The price of the Subsequent Notes may

be set at a discount or at a premium compared to the Nominal Amount. The maximum

total nominal amount of the Notes (the Initial Notes and all Subsequent Notes) may not

exceed SEK 1,100,000,000 unless a consent from the Noteholders is obtained in

accordance with Clause 14.5(a). Each Subsequent Note shall entitle its holder to Interest

in accordance with Clause 7.1, and otherwise have the same rights as the Initial Notes.

2.5 The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of

the Issuer and shall at all times rank at least pari passu with all its other direct,

67

unconditional, unsubordinated and unsecured obligations, except those obligations which

are mandatorily preferred by law, and without any preference among them. Should any

Shared Transaction Security be granted, however, the Notes shall constitute a direct,

unconditional, unsubordinated and secured obligations of the Issuer and shall at all times

rank (i) pari passu with all obligations of the Issuer under the Senior Debt and (ii) at least

pari passu with all direct, unconditional, unsubordinated and unsecured obligations of the

Issuer, except those obligations which are mandatorily preferred by law, and without any

preference among them.

2.6 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 (due to, e.g., its nationality, residency, registered address or

place(s) of business), or otherwise. Each Noteholder must ensure compliance with such

restrictions at its own cost and expense.

2.7 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 jurisdiction other than Sweden,

where action for that purpose is required. In particular the Notes have not been and will

not be registered under the U.S. Securities Act of 1933, as amended. And 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. 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

3.1 The Issuer shall use the proceeds from the Initial Note Issue, less the costs and expenses

incurred by the Issuer in connection with the issue of the Notes, towards:

(a) first, refinancing in full the First USPP; no later than the maturity date for the

First USPP; and

(b) secondly, general corporate purposes.

3.2 The Issuer shall hold net proceeds to be used in accordance with Clause 3.1(a) in a

separate bank account in its name until the actual application.

3.3 The proceeds from a Subsequent Note Issue, less the costs and expenses incurred by the

Issuer in connection with the issue of the Subsequent Notes, may be used by the Issuer

towards:

(a) refinancing in full or in part the Second USPP; and/or

(b) general corporate purposes.

4 NOTES IN BOOK-ENTRY FORM

4.1 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

68

accordance with the Financial Instruments Accounts Act (lag (1998:1479) om

kontoföring av finansiella instrument). Registration requests relating to the Notes shall be

directed to an Account Operator.

4.2 Those who according to assignment, Security, the provisions of the Swedish Children and

Parents Code (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.

4.3 The Issuer (and the Agent when permitted under the CSD’s applicable regulations) shall

be entitled to obtain information from the debt register (skuldbok) kept by the CSD in

respect of the Notes. At the request of the Agent, the Issuer shall promptly obtain such

information and provide it to the Agent.

4.4 For the purpose of or in connection with any Noteholders’ Meeting or any Written

Procedure, the Issuing Agent shall be entitled to obtain information from the debt register

kept by the CSD in respect of the Notes, for the purpose of providing the Agent with such

information in case the Agent has not been able to obtain such information itself or with

assistance from the Issuer.

4.5 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 RIGHT TO ACT ON BEHALF OF A NOTEHOLDER

5.1 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.

5.2 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.

5.3 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 5.2 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.

69

6 PAYMENTS IN RESPECT OF THE NOTES

6.1 Any payment or repayment under the Finance Documents, or any amount due in respect

of a repurchase of any Notes, 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.

6.2 If a Noteholder has registered, through an Account Operator, that principal and interest

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.

6.3 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 7.4 during such postponement.

6.4 If payment or repayment is made in accordance with this Clause 6, 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.

6.5 The Issuer shall pay any stamp duty and other public fees accruing in connection with the

Initial Note Issue and the Subsequent Note Issue, but not in respect of trading in the

secondary market (except to the extent required by applicable law), and shall deduct at

source any applicable withholding tax payable pursuant to law. The Issuer is not liable to

reimburse any other stamp duty or public fee or to gross-up any payments under the

Finance Documents by virtue of any withholding tax, public levy or the similar.

6.6 Notwithstanding Clauses 6.1 to 6.5, if Shared Transaction Security has been granted, the

Issuer may not make any payments under the Notes except in accordance with the

Intercreditor Agreement (applying the principles set out in Clause 13.10 (Application of

proceeds when Shared Transaction Security has been granted)). For the avoidance of

doubt, this Clause 6.6 shall not prevent any Event of Default from occurring under Clause

11.1(a).

7 INTEREST

7.1 Each Initial Note carries Interest at the Interest Rate from (but excluding) the First Issue

Date up to (and including) the relevant Redemption Date. Any Subsequent Note will

carry Interest at the Interest Rate from (but excluding) the Interest Payment Date falling

immediately prior to its issuance up to (and including) the relevant Redemption Date.

70

7.2 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.

7.3 Interest shall be calculated on the basis of the actual number of days in the Interest Period

in respect of which payment is being made divided by 360 (actual/360-days basis).

7.4 If the Issuer fails to pay any amount payable by it 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.

8 REDEMPTION AND REPURCHASE OF THE NOTES

8.1 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.

8.2 Issuer’s purchase of Notes

Each Group Company may, subject to applicable law, at any time and at any price

purchase Notes on the market or in any other way. The Notes held by a Group Company

may at such Group Company’s discretion be retained, sold or, if held by the Issuer,

cancelled.

8.3 Voluntary total redemption (call option)

The Issuer may redeem all, but not some only, of the outstanding Notes in full at any time

up to but excluding the Final Maturity Date at an amount per Note equal to 100 per cent.

of the Nominal Amount together with accrued but unpaid Interest, plus the Applicable

Premium but if such redemption is:

(a) made at any time from an including the first Business Day falling six (6) months

prior to the Final Maturity Date to but excluding the Final Maturity Date; and

(b) financed in whole or in part by way of an issue of Market Loans,

it shall be made at an amount equal to 100 per cent. of the Nominal Amount together with

accrued but unpaid Interest.

Redemption in accordance with Clause 8.3.1 shall be made by the Issuer giving not less

than fifteen (15) Business Days’ notice to the Noteholders and the Agent. Any such

notice is irrevocable but may, at the Issuer’s discretion, contain one or more conditions

71

precedent. Upon expiry of such notice and the fulfilment of the conditions precedent (if

any), the Issuer is bound to redeem the Notes in full at the applicable amounts.

8.4 Early redemption due to illegality (call option)

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 date

determined by the Issuer if it is or becomes unlawful for the Issuer to perform its

obligations under the Finance Documents.

The Issuer shall give notice of any redemption pursuant to Clause 8.4.1 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).

A notice of redemption in accordance with Clause 8.4.1 is irrevocable and, on the date

specified in such notice, the Issuer is bound to redeem the Notes in full at the applicable

amounts.

8.5 Mandatory repurchase due to a Change of Control Event or a Listing Failure Event

(put option)

Upon the occurrence of a Change of Control Event or a Listing Failure Event, each

Noteholder shall have the right to request that all, or some only, of its Notes be

repurchased at a price per Note equal to 101 per cent. of the Nominal Amount together

with accrued but unpaid Interest, during a period of twenty (20) Business Days following

a notice from the Issuer of the Change of Control Event or Listing Failure Event pursuant

to Clause 9.1.2 (the “First Exercise Period”) after which time period such right shall

lapse. However, the First Exercise Period may not start earlier than upon the occurrence

of the Change of Control Event or Listing Failure Event, as applicable.

The notice from the Issuer pursuant to Clause 9.1.2 shall specify the repurchase 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, or a person designated by

the Issuer, shall repurchase the relevant Notes and the repurchase amount shall fall due on

the repurchase date specified in the notice given by the Issuer pursuant to Clause 9.1.2.

The repurchase date must fall no later than forty (40) Business Days after the end of the

First Exercise Period.

After the expiry of the First Exercise Period, the Issuer shall within five (5) Business

Days serve a notice to the Noteholders stating the aggregate Nominal Amount of the

Notes which have been requested to be repurchased pursuant to this Clause 8.5 (the “Put

Request Nominal Amount”).

If the Put Request Nominal Amount exceeds 75 per cent. of the Total Nominal Amount,

each Noteholder shall have the right to request that all, or some only, of its Notes be

repurchased on the same terms during a period of ten (10) Business Days following the

72

notice stating the Put Request Nominal Amount (the “Second Exercise Period”). Such

notice shall also specify the repurchase 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, or a person designated by the Issuer, shall repurchase the

relevant Notes and the repurchase amount shall fall due on the repurchase date specified

in the notice stating the Put Request Nominal Amount. The repurchase date must fall no

later than forty (40) Business Days after the end of the Second Exercise Period.

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 laws and regulations conflict with the provisions in this Clause 8.5, the Issuer

shall comply with the applicable securities laws and regulations and will not be deemed

to have breached its obligations under this Clause 8.5 by virtue of the conflict.

Any Notes repurchased by the Issuer pursuant to this Clause 8.5 may at the Issuer’s

discretion be retained, sold or cancelled.

The Issuer shall not be required to repurchase any Notes pursuant to this Clause 8.5, if a

third party in connection with the occurrence of a Change of Control Event or a Listing

Failure Event offers to purchase the Notes in the manner and on the terms set out in this

Clause 8.5 (or on terms more favourable to the Noteholders) and purchases all Notes

validly tendered in accordance with such offer. If the Notes tendered are not purchased

within the time limits stipulated in this Clause 8.5, the Issuer shall repurchase any such

Notes within five (5) Business Days after the expiry of the time limit.

9 INFORMATION TO NOTEHOLDERS

9.1 Information from the Issuer

The Issuer will make the following information available to the Noteholders by way of

press release and by publication on the website of the Issuer:

(a) as soon as the same become available, but in any event within five (5) months

after the end of each financial year, its audited consolidated financial statements

for that financial year;

(b) as soon as the same become available, but in any event within two (2) months

after the end of each quarter of its financial year, its unaudited consolidated

financial statements for such period;

(c) as soon as the same become available, but in any event within two (2) months

after its financial year, the unaudited year-end report (bokslutskommiké); and

(d) any other information required by the Swedish Securities Markets Act (lag

(2007:582) om värdepappersmarknaden) and the rules and regulations of the

Regulated Market on which the Notes are admitted to trading.

73

The Issuer shall promptly notify the Agent upon becoming aware of the occurrence of a

Change of Control Event, a Listing Failure Event or an Event of Default and shall provide

the Agent with such further information as the Agent may reasonably request following

receipt of such notice. Such notice may be given in advance of the occurrence of a

Change of Control Event, conditioned upon the occurrence of such Change of Control

Event, if a definitive agreement is in place providing for such event.

Should the Agent not receive the information referred to in Clause 9.1.2 in relation to an

Event of Default, the Agent is entitled to assume that no such event or circumstance

exists or can be expected to occur, provided that the Agent does not have actual

knowledge of such event or circumstance.

The Issuer shall issue a compliance certificate that includes figures in respect of the

Incurrence Test and the basis on which it has been calculated to the Agent when:

(a) Financial Indebtedness is incurred in accordance with paragraph (j) of the

definition of “Permitted Debt”; and

(b) a Restricted Payment (other than a Restricted Payment to the Issuer or a

Subsidiary of the Issuer) is made as set out in Clause 10.5 (Distribution and other

transactions).

9.2 Information from the Agent

Subject to the restrictions of a non-disclosure agreement entered into by the Agent in

accordance with Clause 9.2.2, 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.

If a committee representing the Noteholders’ interests under the Finance Documents has

been appointed by the Noteholders in accordance with Clause 14 (Decisions by

Noteholders), the members of such committee may agree with the Issuer not to disclose

information received from the Issuer, provided that it, in the reasonable opinion of such

members, is beneficial to the interests of the Noteholders. The Agent shall be a party to

such agreement and receive the same information from the Issuer as the members of the

committee.

9.3 Publication of Finance Documents

The Issuer shall, from and including the First Issue Date, procure that the latest version of

these Terms and Conditions (including any document amending these Terms and

Conditions) are available on the website of the Issuer (www .nynas.com).

The latest versions of the Finance Documents shall be available to the Noteholders at the

office of the Agent during normal business hours.

74

10 GENERAL UNDERTAKINGS

10.1 Compliance with laws

The Issuer shall comply in all material respects with all laws to which it is subject, where

failure to do so has or is reasonably likely to have a material adverse effect on its ability

to perform its payment obligations under the Notes.

10.2 Pari Passu

The Issuer shall ensure that its payment obligations under the Notes at all times rank at

least pari passu with all its other direct, unconditional, unsubordinated and unsecured

obligations, except those obligations which are mandatorily preferred by law, and without

any preference among them.

10.3 Change of business

The Issuer shall procure that no substantial change is made to the general nature of the

business of the Group (taken as a whole) from that carried on at the First Issue Date.

10.4 Disposal of assets

The Issuer shall not, and shall procure that no Group Company will, sell or otherwise

dispose of shares in any Material Group Company or of all or substantially all of its or

any other Material Group Company’s assets, or operations to any person not being the

Issuer or any of its wholly- owned Subsidiaries unless the transaction is carried out on

market terms (a “Material Disposal”), provided that it does not have a Material Adverse

Effect. The Issuer shall notify the Agent of any Material Disposal and, upon request by

the Agent, provide the Agent with any information relating to such Material Disposal,

which the Agent deems necessary (acting reasonably).

10.5 Distributions and other transactions

The Issuer shall not, and shall procure that no Group Company will, (i) make any

dividend payment, (ii) repurchase of its shares, (iii) redeem its share capital or other

restricted equity with repayment to shareholders, (iv) repay principal or pay interest under

any shareholder loans (which, for the avoidance of doubt, shall not include e.g. any Notes

or other Market Loans constituting Permitted Debt), or (v) make other distributions or

transfers of value (värdeöverföringar) within the meaning of the Swedish Companies Act

to its shareholders or Affiliates (items (i)-(v) above are together and individually referred

to as a “Restricted Payment”), provided however that any such Restricted Payment can

be made, if:

(a) made to the Issuer or a Subsidiary of the Issuer; or

(b) the following criteria are met:

(i) no Event of Default is continuing or would result from such Restricted

Payment;

75

(ii) immediately following the making of such Restricted Payment the

Incurrence Test (tested pro forma including such Restricted Payment) is

met; and

(iii) the aggregate amount of all Restricted Payments of the Issuer in any

financial year including the Restricted Payments in question does not

exceed fifty (50) per cent of the Issuer’s consolidated net profit for the

previous year.

10.6 Financial Indebtedness

The Issuer shall not (and shall procure that no Group Company will) incur any Financial

Indebtedness, except for Permitted Debt.

10.7 Negative pledge

The Issuer shall not (and shall procure that no Group Company will), create or allow to

subsist, retain, provide, prolong or renew any Security over any of its/their present or

future assets to secure any Financial Indebtedness, except for Permitted Security.

10.8 Dealings with related parties

The Issuer shall, and shall procure that the Group Companies will, conduct all dealings

with the direct and indirect shareholders of the Group Companies (excluding other Group

Companies) and/or any Affiliates of such direct and indirect shareholders at arm’s length

terms.

10.9 Admission to trading

The Issuer shall use its best efforts to ensure that the loan constituted by these Terms and

Conditions and evidenced by the Notes is admitted to trading on the Regulated Market of

NASDAQ OMX Stockholm within the Listing Period, and that it remains admitted or, if

such admission to trading is not possible to obtain or maintain, admitted to trading on

another Regulated Market.

Following an admission to trading, the Issuer shall take all actions on its part to maintain

the admission as long as any Notes are outstanding, but not longer than up to and

including the last day on which the admission to trading reasonably can, pursuant to the

then applicable regulations of the Regulated Market and the CSD, subsist.

10.10 Calculation of the Incurrence Test

When the Issuer issues a compliance certificate in accordance with Clause 9.1.4 the ratio

of Adjusted EBITDA to Net Interest Payable shall be calculated in the following manner:

(a) the calculation shall be made for the Relevant Period ending on the last day of the

period covered by the most recent Income Statement; and

76

(b) the figures for Adjusted EBITDA and Net Interest Payable for the Relevant

Period ending on the last day of the period covered by the most recent Income

Statement shall be used for the Incurrence Test, but adjusted so that:

(i) entities acquired or disposed of by the Group during the Relevant Period,

or after the end of the Relevant Period but before the relevant testing date,

shall be included or excluded (as applicable), pro forma, for the entire

Relevant Period;

(ii) any entity to be acquired with the proceeds from new Financial

Indebtedness shall be included, pro forma, for the entire Relevant Period;

and

(iii) in relation to the incurrence of new Financial Indebtedness, Net Interest

Payable shall be calculated considering the new Financial Indebtedness.

When the Issuer issues a compliance certificate in accordance with Clause 9.1.4 the ratio

of Total Consolidated Net Borrowings to Adjusted EBITDA shall be calculated in the

following manner:

(a) the calculation shall be made as per a testing date determined by the Issuer, falling

no more than one month prior to the incurrence of the new Financial Indebtedness

or making of the Restricted Payment (as applicable);

(b) the Total Consolidated Net Borrowings shall be measured on the relevant testing

date so determined, but:

(i) in relation to the incurrence of new Financial Indebtedness, Total

Consolidated Net Borrowings shall include the new Financial

Indebtedness, provided it is an interest bearing obligation (however, any

cash balance resulting from the incurrence of the new Financial

Indebtedness shall not reduce the Total Consolidated Net Borrowings);

and

(ii) in relation to the incurrence of a Restricted Payment, Total Consolidated

Net Borrowings shall be increased with the amount equivalent to the

Restricted Payment; and

(c) the figures for Adjusted EBITDA shall be adjusted in accordance with Clause

10.10.1(b).

11 ACCELERATION OF THE NOTES

11.1 The Agent is entitled to, and shall following a demand in writing from a Noteholder (or

Noteholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount

(such demand may only be validly made by a person who is a Noteholder on the Business

Day immediately following the day on which the demand is received by the Agent and

77

shall, if made by several Noteholders, be made by them jointly) or following an

instruction given pursuant to Clause 11.4, on behalf of the Noteholders (i) by notice to the

Issuer, declare all, but not some only, of the outstanding Notes due and payable together

with any other amounts payable under the Finance Documents, immediately or at such

later date as the Agent determines, and (ii) exercise any or all of its rights, remedies,

powers and discretions under the Finance Documents, if:

(a) the Issuer does not pay on the due date any amount payable by it under the Notes,

unless the non-payment:

(i) is caused by technical or administrative error; and

(ii) is remedied within five (5) Business Days of the earlier of the Agent

giving notice and the Issuer becoming aware of the non-payment;

(b) any Group Company does not comply with any terms or conditions of the Finance

Documents to which it is a party (other than those terms referred to in paragraph

(a) above), unless the non-compliance:

(i) is capable of remedy; and

(ii) is remedied within thirty (30) Business Days of the earlier of the Agent

giving notice and the Issuer becoming aware of the non-compliance;

(c) any Finance Document becomes invalid, ineffective or varied (other than in

accordance with the provisions of the Finance Documents), or the Security

created thereby (if any) is varied and such invalidity, ineffectiveness or variation

has a detrimental effect (directly or indirectly) on the interests of the Noteholders;

(d) any Financial Indebtedness of any Material Group Company is not paid when due

(as extended by any originally applicable grace period), or is declared to be or

otherwise becomes due and payable prior to its specified maturity as a result of an

event of default (however described), in both cases provided that the aggregate

amount of such Financial Indebtedness exceeds SEK 200,000,000 (or its

equivalent) and provided that it does not apply to Financial Indebtedness that is

owed to a Group Company;

(e) any Material Group Company or ERL is Insolvent;

(f) any fixed asset that is owned by a Material Group Company or ERL and has a

value in excess of SEK 150,000,000 is seized and such seizure is not discharged

within forty (40) Business Days of the date of the relevant seizure; or

(g) the Issuer or a Material Group Company merges with any other person (other than

a Group Company), or is subject to a demerger, with the effect that the Issuer or

the Material Group Company (as applicable) is not the surviving entity, if such

merger or demerger has a Material Adverse Effect.

78

11.2 The Agent may not accelerate the Notes in accordance with Clause 11.1 by reference to a

specific Event of Default if it is no longer continuing or if it has been decided, on a

Noteholders Meeting or by way of a Written Procedure, to waive such Event of Default

(temporarily or permanently).

11.3 The Agent shall notify the Noteholders of an Event of Default within five (5) Business

Days of the date on which the Agent received actual knowledge of that an Event of

Default has occurred and is continuing. The Agent shall, within twenty (20) Business

Days of the date on which the Agent received actual knowledge of that an Event of

Default has occurred and is continuing, decide if the Notes shall be so accelerated. If the

Agent decides not to accelerate the Notes, the Agent shall promptly seek instructions

from the Noteholders in accordance with Clause 14 (Decisions by Noteholders). The

Agent shall always be entitled to take the time necessary to consider whether an occurred

event constitutes an Event of Default.

11.4 If the Noteholders instruct the Agent to accelerate the Notes, the Agent shall promptly

declare the Notes due and payable and take such actions as may, in the opinion of the

Agent, be necessary or desirable to enforce the rights of the Noteholders under the

Finance Documents, unless the relevant Event of Default is no longer continuing.

11.5 If the right to accelerate the Notes is based upon a decision of a court of law or a

government authority, it is not necessary that the decision has become enforceable under

law or that the period of appeal has expired in order for cause of acceleration to be

deemed to exist.

11.6 In the event of an acceleration of the Notes in accordance with this Clause 11, the Issuer

shall redeem all Notes at an amount per Note equal to the redemption amount specified in

Clause 8.3 (Voluntary total redemption), as applicable considering when the acceleration

occurs.

12 DISTRIBUTION OF PROCEEDS

12.1 Subject to Clause 12.5, all payments by the Issuer relating to the Notes and the Finance

Documents following an acceleration of the Notes in accordance with Clause 11

(Acceleration of the Notes) shall be distributed in the following order of priority, in

accordance with the instructions of the Agent:

(a) first, in or towards payment pro rata of (i) all unpaid fees, costs, expenses and

indemnities payable by the Issuer to the Agent in accordance with the Agent

Agreement (other than any indemnity given for liability against the Noteholders),

(ii) other costs, expenses and indemnities relating to the acceleration of the Notes,

or the protection of the Noteholders’ rights as may have been incurred by the

Agent, (iii) any costs incurred by the Agent for external experts that have not been

reimbursed by the Issuer in accordance with Clause 18.2.5, and (iv) any costs and

expenses incurred by the Agent in relation to a Noteholders’ Meeting or a Written

79

Procedure that have not been reimbursed by the Issuer in accordance with Clause

14.13;

(b) secondly, in or towards payment pro rata of accrued but unpaid Interest under the

Notes (Interest due on an earlier Interest Payment Date to be paid before any

Interest due on a later Interest Payment Date);

(c) thirdly, in or towards payment pro rata of any unpaid principal under the Notes;

and

(d) fourthly, in or towards payment pro rata of any other costs or outstanding amounts

unpaid under the Finance Documents.

Any excess funds after the application of proceeds in accordance with paragraphs (a) to

(c) above shall be paid to the Issuer.

12.2 If a Noteholder or another party has paid any fees, costs, expenses or indemnities referred

to in Clause 12.1(a) such Noteholder or other party shall be entitled to reimbursement by

way of a corresponding distribution in accordance with Clause 12.1(a).

12.3 Funds that the Agent receives (directly or indirectly) in connection with the acceleration

of the Notes constitute escrow funds (redovisningsmedel) and must be held on a separate

interest-bearing account on behalf of the Noteholders and the other interested parties. The

Agent shall arrange for payments of such funds in accordance with this Clause 12 as soon

as reasonably practicable.

12.4 If the Issuer or the Agent shall make any payment under this Clause 12, the Issuer or the

Agent, as applicable, shall notify the Noteholders of any such payment at least fifteen

(15) Business Days before the payment is made. Such notice shall specify the Record

Date, the payment date and the amount to be paid. Notwithstanding the foregoing, for any

Interest due but unpaid the Record Date specified in Clause 6.1 shall apply.

12.5 If Shared Transaction Security has been granted, the application of proceeds when the

Notes have been accelerated or for as long as a Senior Debt Enforcement Event is

continuing shall be made in accordance with the Intercreditor Agreement (applying the

principles set out in Clause 13.10 (Application of proceeds when Shared Transaction

Security has been granted)).

13 INTERCREDITOR PRINCIPLES

13.1 Shared Transaction Security

A Group Company may grant Security to other provider(s) of Senior Debt as Security for

such Senior Debt provided that, unless such Security would otherwise be Permitted

Security (other than under paragraph (i) of the definition of “Permitted Security”), such

Security is granted to the Noteholders on a pro rata basis and the Agent. Prior to the

entering into of any security document relating to such Security, the Issuer, the relevant

Secured Parties and the relevant grantor (if not the Issuer) shall enter into an intercreditor

80

agreement (the “Intercreditor Agreement”) in accordance with Clause 13.11

(Documentation), including the principles set out in this Clause 13 and furthermore in

form and substance satisfactory to the relevant Secured Parties. Any such Security shall

be granted pursuant to an agreement in form and substance satisfactory to the Security

Agent (a “Shared Transaction Security Document”) and such Security shall thereafter

constitute “Shared Transaction Security”.

Any Shared Transaction Security Document and/or Intercreditor Agreement entered into

shall constitute a Finance Document.

13.2 Authorisation of the Agent

Each initial Noteholder, by subscribing for Notes, and each subsequent Noteholder, by

acquiring Notes, authorises the Agent to, on its behalf: (i) negotiate and execute the

Intercreditor Agreement substantially based on the intercreditor principles set out in this

Clause 13, (ii) agree on any amendments to these intercreditor principles as deemed

necessary or appropriate by the Agent (at its sole discretion) in connection with the

preparation of the Intercreditor Agreement and (iii) execute and enter into any other

agreements or documents which are deemed necessary or appropriate by the Agent (at its

sole discretion) in connection with the Intercreditor Agreement.

13.3 Security Agent

The Security Agent will hold the Shared Transaction Security on behalf of the relevant

Secured Parties in accordance with the Shared Transaction Security Documents and the

Intercreditor Agreement.

Subject to the terms of the Intercreditor Agreement, the Security 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 Security Agent’s

opinion, necessary for the purpose of creating, maintaining, releasing or enforcing Shared

Transaction Security or for the purpose of settling the relevant Secured Parties’ or the

Issuer’s rights to the Shared Transaction Security, in each case in accordance with the

terms of the Shared Transaction Security Documents, the Intercreditor Agreement and the

Terms and Conditions and provided that such agreements or actions are not in the sole

opinion of the Security Agent detrimental to the interests of the Noteholders.

13.4 Refinancing of Senior Debt

The Issuer shall from time to time be entitled to let a creditor or creditors (including

creditors under Market Loans) that refinances the indebtedness under any Senior Debt

have the benefit of the Shared Transaction Security, provided that:

(a) the Shared Transaction Security shall secure the new debt on the same terms,

mutatis mutandis, as it secures the Senior Debt;

(b) each new creditor shall directly or through an agent or a trustee be a party to the

Shared Transaction Security Documents;

81

(c) the Security Agent shall hold the Shared Transaction Security on behalf of the

new creditor(s) on the same terms, mutatis mutandis, as the Shared Transaction

Security is held by the Security Agent on behalf of the relevant Secured Parties;

(d) the new creditors(s) shall directly or through an agent or a trustee be a party to the

Intercreditor Agreement; and

(e) upon an enforcement of the Shared Transaction Security, the proceeds shall be

distributed in accordance with the Intercreditor Agreement (applying the

principles set out in Clause 13.10 (Application of proceeds when Shared

Transaction Security has been granted)).

Provided that the terms set out above are complied with, the Security Agent may from

time to time, at the request of the Issuer, amend vary and/or restate the Shared

Transaction Security on behalf of itself and the relevant Secured Parties in order to

release Security provided to an existing Secured Party (with the prior consent of such

existing Secured Party) and/or to create Security in favour of a new creditor.

13.5 Limits on secured obligations

For as long as any Notes are outstanding and any obligation towards any Secured Party,

for which Shared Transaction Security has been granted, remains outstanding:

(a) the principal amount under the Notes shall not exceed SEK 1,100,000,000 (plus

accrued interest, fees and costs);

(b) the principal amount under the Credit Agreement shall not exceed EUR

750,000,000 (or the equivalent in any other currency) (plus accrued interest, fees

and costs);

(c) the principal amount under the USPP shall not exceed USD 140,000,000 (or the

equivalent in any other currency) (plus accrued interest, fees and costs); and

(d) the aggregate principal amount under any Refinancing Debt together with any

principal amount under paragraph (b)-(c) above shall not exceed the maximum

aggregate principal amount under paragraphs (a)-(c) above plus EUR 100,000,000

(or the equivalent in any other currency).

13.6 Release of Shared Transaction Security

The Security Agent may at any time (without the prior consent of the Noteholders), acting

on instructions of the Instructing Party, release Shared Transaction Security in accordance

with the terms of the Shared Transaction Security Documents and the Intercreditor

Agreement. For the avoidance of doubt any Shared Transaction Security will always be

released pro rata between the Secured Parties and the remaining Shared Transaction

Security will continue to rank pari passu between the relevant Secured Parties as set forth

in the Shared Transaction Security Documents and the Intercreditor Agreement.

82

13.7 Enforcement

Upon the Shared Transaction Security having become enforceable in accordance with its

terms, a Senior Representative may deliver an enforcement notice to the Security Agent

with a copy to the other Senior Representatives. Following the giving of such

enforcement notice, the Senior Representatives shall enter into consultations for a period

of forty (40) Business Days (or such other period as agreed between all the Senior

Representatives) (the “Consultation Period”), during which period the Security Agent

shall only be entitled to act in accordance with the enforcement notice with the consent

from the all Senior Representatives.

If :

(a) the Senior Representatives have not agreed on the enforcement of the Shared

Transaction Security before the last day of the Consultation Period;

(b) the Senior Representatives have agreed to enforce the Shared Transaction

Security; or

(c) the Shared Transaction Security has become enforceable as a result of an

insolvency event,

the Security Agent shall enforce the Shared Transaction Security provided that the Shared

Transaction Security is enforceable in accordance with its terms.

If the Shared Transaction Security is being enforced, the Security Agent shall enforce the

Shared Transaction Security in such manner as instructed by the Instructing Party. In the

absence of any such instructions, the Security Agent may enforce the Shared Transaction

Security in such manner as it considers in its sole discretion to be appropriate (acting

reasonable).

Upon an enforcement of the Shared Transaction Security, the proceeds shall be

distributed in accordance with Clause 13.10 (Application of proceeds when Shared

Transaction Security has been granted).

All security or arrangements having similar effects may be released by the Security

Agent, without the need for any further referral to or authority from anyone, upon any

enforcement provided that the proceeds are distributed in accordance with Clause 13.10

(Application of proceeds when Shared Transaction Security has been granted).

Funds that the Security Agent receives (directly or indirectly) in connection with the

enforcement of the Shared Transaction Security constitute escrow funds

(redovisningsmedel) and must be held on a separate account on behalf of the Secured

Parties or the Issuer as the case may be. The Security Agent shall promptly arrange for

payments to be made in accordance with Clause 13.10 (Application of proceeds when

Shared Transaction Security has been granted) and may for the purpose of executing

83

payments to the Noteholders request necessary assistance (to the extent reasonable) by

the Agent.

13.8 Ranking and priority

The Notes, the indebtedness under the Credit Agreement and the Hedging Obligations,

the indebtedness under the USPP and any Refinancing Debt shall rank pari passu without

any preference between themselves, but prior to other indebtedness the creditor in respect

of which is a party to the Intercreditor Agreement.

13.9 Turnover

A creditor that receives any recovery (including by way of set-off) in excess of what it is

permitted to receive pursuant to the Intercreditor Agreement shall not be entitled to retain

such amount, and if not paid to the Security Agent for application in accordance with the

Intercreditor Agreement (applying the principles set out in Clause 13.10 (Application of

proceeds when Shared Transaction Security has been granted)), such amount shall be

considered in any application of proceeds in accordance with the Intercreditor Agreement

(applying the principles set out in Clause 13.10 (Application of proceeds when Shared

Transaction Security has been granted)) and such creditor’s share in any such application

may be reduced accordingly.

13.10 Application of proceeds when Shared Transaction Security has been granted

If Shared Transaction Security has been granted and (i) the Notes have been accelerated

or (ii) for as long as a Senior Debt Enforcement Event is continuing, all payments by a

Group Company relating to the Notes, any indebtedness under the Credit Agreement, any

indebtedness under the USPP or the Refinancing Debt and proceeds received from an

enforcement of the Shared Transaction Security shall be made and/or distributed in the

following order of priority:

(a) first, in or towards payment of fees owed to the Security Agent, to the Agent

under the Agent Agreement, to the facility agent under the Credit Agreement, any

agent under the USPP and any agent under any Refinancing Debt, including all

costs and indemnities relating to the acceleration of the Notes, the enforcement of

the Shared Transaction Security or the protection of the Secured Parties’ rights

under the Shared Transaction Security;

(b) secondly, towards payment pro rata of accrued interest unpaid under the Credit

Agreement, accrued interest unpaid under the USPP, accrued interest unpaid

under the Refinancing Debt, accrued Interest under the Notes and payments under

the Hedging Obligations;

(c) thirdly, towards payment pro rata of principal under the Credit Agreement, the

USPP, the Refinancing Debt and the Notes and any close out amount under the

Hedging Obligations; and

84

(d) fourthly, in or towards payment pro rata of any other costs or outstanding amounts

under the Credit Agreement, the USPP, any document relating to Refinancing

Debt, the Terms and Conditions and the Hedging Obligations.

Any excess funds after the application of proceeds in accordance with (a) to (d) above

shall be paid to the Issuer.

13.11 Documentation

The Intercreditor Agreement will be based on the then current recommended form of

intercreditor agreement for leveraged acquisition finance transactions of the LMA (with

any adjustments necessary to ensure validity and enforceability under Swedish law )

including provisions in relation to hedging debt (including termination and close out

mechanics), undertakings, suspension, equalization (to the extent possible), subordination

on insolvency, proceeds on enforcement, appointment, compensation and indemnity to

the Security Agent, Security Agent’s role, restrictions on enforcement in relation to debt

and security, voting in insolvency and similar proceedings, changes to the parties and

other provisions that are customary for a similar transaction, each such provision applying

LMA standard, with any adjustments necessary to ensure validity and enforceability

under Swedish law. The Agent is authorised to act on behalf of the Noteholders and to

give instructions under the Intercreditor Agreement to effect the intention of the

Intercreditor Agreement in accordance with the principles set out in these Terms and

Conditions.

14 DECISIONS BY NOTEHOLDERS

14.1 A request by the Agent for a decision by the Noteholders on a matter relating to the

Finance Documents shall (at the option of the Agent) be dealt with at a Noteholders’

Meeting or by way of a Written Procedure.

14.2 Any request from the Issuer or a Noteholder (or Noteholders) representing at least ten

(10) per cent. of the Adjusted Nominal Amount (such request may only be validly made

by a person who is a Noteholder on the Business Day immediately following the day on

which the request is received by the Agent and shall, if made by several Noteholders, be

made by them jointly) for a decision by the Noteholders on a matter relating to the

Finance Documents shall be directed to the Agent and dealt with at a Noteholders’

Meeting or by way a Written Procedure, as determined by the Agent. The person

requesting the decision may suggest the form for decision making, but if it is in the

Agent’s opinion more appropriate that a matter is dealt with at a Noteholders’ Meeting

than by way of a Written Procedure, it shall be dealt with at a Noteholders’ Meeting.

14.3 The Agent may refrain from convening a Noteholders’ Meeting or instigating a Written

Procedure if (i) the suggested decision must be approved by any person in addition to the

Noteholders and such person has informed the Agent that an approval will not be given,

or (ii) the suggested decision is not in accordance with applicable laws.

85

14.4 Only a person who is, or who has been provided with a power of attorney pursuant to

Clause 5 (Right to act on behalf of a Noteholder) from a person who is, registered as a

Noteholder:

(a) on the Record Date prior to the date of the Noteholders’ Meeting, in respect of a

Noteholders’ Meeting, or

(b) on the Business Day specified in the communication pursuant to Clause 16.3, in

respect of a Written Procedure,

may exercise voting rights as a Noteholder at such Noteholders’ Meeting or in such

Written Procedure, provided that the relevant Notes are included in the definition of

Adjusted Nominal Amount.

14.5 The following matters shall require the consent of Noteholders representing at least 66 ⅔

per cent. of the Adjusted Nominal Amount for which Noteholders are voting at a

Noteholders’ Meeting or for which Noteholders reply in a Written Procedure in

accordance with the instructions given pursuant to Clause 16.3:

(a) the issue of any Subsequent Notes, if the total nominal amount of the Notes

exceeds, or if such issue would cause the total nominal amount of the Notes to at

any time exceed, SEK 1,100,000,000 (for the avoidance of doubt, for which

consent shall be required at each occasion such Subsequent Notes are issued);

(b) a change to the terms of any of Clause 2.1, and Clauses 2.5 to 2.7;

(c) a change to the Interest Rate or the Nominal Amount;

(d) a change to the terms for the distribution of proceeds set out in Clause 12

(Distribution of proceeds);

(e) a change to the terms dealing with the requirements for Noteholders’ consent set

out in this Clause 14;

(f) a change of issuer, an extension of the tenor of the Notes or any delay of the due

date for payment of any principal or interest on the Notes;

(g) a mandatory exchange of the Notes for other securities; and

(h) early redemption of the Notes, other than upon an acceleration of the Notes

pursuant to Clause 11 (Acceleration of the Notes) or as otherwise permitted or

required by these Terms and Conditions.

14.6 Any matter not covered by Clause 14.5 shall require the consent of Noteholders

representing more than 50 per cent. of the Adjusted Nominal Amount for which

Noteholders are voting at a Noteholders’ Meeting or for which Noteholders reply in a

Written Procedure in accordance with the instructions given pursuant to Clause 16.3. This

includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance

86

Document that does not require a higher majority (other than an amendment permitted

pursuant to Clause 17.1(a) or (b)), an acceleration of the Notes or the enforcement of any

Shared Transaction Security (if any).

14.7 Quorum at a Noteholders’ Meeting or in respect of a Written Procedure only exists if a

Noteholder (or Noteholders) representing at least fifty (50) per cent. of the Adjusted

Nominal Amount in case of a matter pursuant to Clause 14.5, and otherwise twenty (20)

per cent. of the Adjusted Nominal Amount:

(a) if at a Noteholders’ Meeting, attend the meeting in person or by telephone

conference (or appear through duly authorised representatives); or

(b) if in respect of a Written Procedure, reply to the request.

14.8 If a quorum does not exist at a Noteholders’ Meeting or in respect of a Written Procedure,

the Agent or the Issuer shall convene a second Noteholders’ Meeting (in accordance with

Clause 15.1) or initiate a second Written Procedure (in accordance with Clause 16.1), as

the case may be, provided that the relevant proposal has not been withdrawn by the

person(s) who initiated the procedure for Noteholders’ consent. The quorum requirement

in Clause 14.7 shall not apply to such second Noteholders’ Meeting or Written Procedure.

14.9 Any decision which extends or increases the obligations of the Issuer or the Agent, or

limits, reduces or extinguishes the rights or benefits of the Issuer or the Agent, under the

Finance Documents shall be subject to the Issuer’s or the Agent’s consent, as appropriate.

14.10 A Noteholder holding more than one Note need not use all its votes or cast all the votes to

which it is entitled in the same way and may in its discretion use or cast some of its votes

only.

14.11 The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or

for the benefit of any Noteholder for or as inducement to any consent under these Terms

and Conditions, unless such consideration is offered to all Noteholders that consent at the

relevant Noteholders’ Meeeting or in a Written Procedure within the time period

stipulated for the consideration to be payable or the time period for replies in the Written

Procedure, as the case may be.

14.12 A matter decided at a duly convened and held Noteholders’ Meeting or by way of Written

Procedure is binding on all Noteholders, irrespective of them being present or represented

at the Noteholders’ Meeting or responding in the Written Procedure. The Noteholders that

have not adopted or voted for a decision shall not be liable for any damages that this may

cause other Noteholders.

14.13 All costs and expenses incurred by the Issuer or the Agent for the purpose of convening a

Noteholders’ Meeting or for the purpose of carrying out a Written Procedure, including

reasonable fees to the Agent, shall be paid by the Issuer.

87

14.14 If a decision shall be taken by the Noteholders on a matter relating to the Finance

Documents, the Issuer shall promptly at the request of the Agent provide the Agent with a

certificate specifying the number of Notes owned by Group Companies, irrespective of

whether such person is directly registered as owner of such Notes. The Agent shall not be

responsible for the accuracy of such certificate or otherwise be responsible to determine

whether a Note is owned by a Group Company.

14.15 Information about decisions taken at a Noteholders’ Meeting or by way of a Written

Procedure shall promptly be sent by notice to the Noteholders and published on the

websites of the Issuer and the Agent, provided that a failure to do so shall not invalidate

any decision made or voting result achieved. The minutes from the relevant Noteholders’

Meeting or Written Procedure shall at the request of a Noteholder be sent to it by the

Issuer or the Agent, as applicable.

15 NOTEHOLDERS’ MEETING

15.1 The Agent shall convene a Noteholders’ Meeting by sending a notice thereof to each

Noteholder no later than five (5) Business Days after receipt of a request from the Issuer

or the Noteholder(s) (or such later date as may be necessary for technical or

administrative reasons).

15.2 Should the Issuer want to replace the Agent, it may convene a Noteholders’ Meeting in

accordance with Clause 15.1 with a copy to the Agent. After a request from the

Noteholders pursuant to Clause 18.4.3, the Issuer shall no later than five (5) Business

Days after receipt of such request (or such later date as may be necessary for technical or

administrative reasons) convene a Noteholders’ Meeting in accordance with Clause 15.1.

15.3 The notice pursuant to Clause 15.1 shall include (i) time for the meeting, (ii) place for the

meeting, (iii) agenda for the meeting (including each request for a decision by the

Noteholders) and (iv) a form of power of attorney. Only matters that have been included

in the notice may be resolved upon at the Noteholders’ Meeting. Should prior notification

by the Noteholders be required in order to attend the Noteholders’ Meeting, such

requirement shall be included in the notice.

15.4 The Noteholders’ Meeting shall be held no earlier than fifteen (15) Business Days and no

later than thirty (30) Business Days from the notice.

15.5 Without amending or varying these Terms and Conditions, the Agent may prescribe such

further regulations regarding the convening and holding of a Noteholders’ Meeting as the

Agent may deem appropriate. Such regulations may include a possibility for Noteholders

to vote without attending the meeting in person.

16 WRITTEN PROCEDURE

16.1 The Agent shall instigate a Written Procedure no later than five (5) Business Days after

receipt of a request from the Issuer or the Noteholder(s) (or such later date as may be

necessary for technical or administrative reasons) by sending a communication to each

88

such person who is registered as a Noteholder on the Business Day prior to the date on

which the communication is sent.

16.2 Should the Issuer want to replace the Agent, it may send a communication in accordance

with Clause 16.1 to each Noteholder with a copy to the Agent.

16.3 A communication pursuant to Clause 16.1 shall include (i) each request for a decision by

the Noteholders, (ii) a description of the reasons for each request, (iii) a specification of

the Business Day on which a person must be registered as a Noteholder in order to be

entitled to exercise voting rights, (iv) instructions and directions on where to receive a

form for replying to the request (such form to include an option to vote yes or no for each

request) as well as a form of power of attorney, and (v) the stipulated time period within

which the Noteholder must reply to the request (such time period to last at least fifteen

(15) Business Days from the date when the communication pursuant to Clause 16.1 is

dispatched notwithstanding anything to the contrary in Clause 22.1 (Notices) below). If

the voting shall be made electronically, instructions for such voting shall be included in

the communication.

16.4 When the requisite majority consents of the total Adjusted Nominal Amount pursuant to

Clauses 14.5 and 14.6 have been received in a Written Procedure, the relevant decision

shall be deemed to be adopted pursuant to Clause 14.5 or 14.6, as the case may be, even if

the time period for replies in the Written Procedure has not yet expired.

17 AMENDMENTS AND WAIVERS

17.1 The Issuer and the Agent (acting on behalf of the Noteholders) may agree to amend the

Finance Documents or waive any provision in a Finance Document, provided that:

(a) such amendment or waiver is not detrimental to the interest of the Noteholders, or

is made solely for the purpose of rectifying obvious errors and mistakes;

(b) such amendment or waiver is required by applicable law, a court ruling or a

decision by a relevant authority; or

(c) such amendment or waiver has been duly approved by the Noteholders in

accordance with Clause 14 (Decisions by Noteholders).

17.2 The consent of the Noteholders is not necessary to approve the particular form of any

amendment to the Finance Documents. It is sufficient if such consent approves the

substance of the amendment.

17.3 The Agent shall promptly notify the Noteholders of any amendments or waivers made in

accordance with Clause 17.1, setting out the date from which the amendment or waiver

will be effective, and ensure that any amendments to the Finance Documents are

published in the manner stipulated in Clause 9.3 (Publication of Finance Documents).

The Issuer shall ensure that any amendments to the Finance Documents are duly

registered with the CSD and each other relevant organisation or authority.

89

17.4 An amendment to the Finance Documents shall take effect on the date determined by the

Noteholders Meeting, in the Written Procedure or by the Agent, as the case may be.

18 APPOINTMENT AND REPLACEMENT OF THE AGENT

18.1 Appointment of Agent

By subscribing for Notes, each initial Noteholder appoints the Agent to act as its agent in

all matters relating to the Notes and the Finance Documents, and authorises the Agent to

act on its behalf (without first having to obtain its consent, unless such consent is

specifically required by these Terms and Conditions) in any legal or arbitration

proceedings relating to the Notes held by such Noteholder. By acquiring Notes, each

subsequent Noteholder confirms such appointment and authorisation for the Agent to act

on its behalf. The scope of the Agent to act will not include any legal or arbitration

proceeding relating to the perfection, preservation, protection or enforcement of the

Shared Transaction Security (if any) for which the Security Agent shall be appointed in

accordance with the relevant provisions of the Intercreditor Agreement.

Each Noteholder shall immediately upon request provide the Agent with any such

documents, including a written power of attorney (in form and substance satisfactory to

the Agent), that the Agent deems necessary for the purpose of exercising its rights and/or

carrying out its duties under the Finance Documents. The Agent is under no obligation to

represent a Noteholder which does not comply with such request.

The Issuer shall promptly upon request provide the Agent with any documents and other

assistance (in form and substance satisfactory to the Agent), that the Agent deems

necessary for the purpose of exercising its rights and/or carrying out its duties under the

Finance Documents.

The Agent is entitled to fees for its work and to be indemnified for costs, losses and

liabilities on the terms set out in the Finance Documents and the Agent Agreement and

the Agent’s obligations as Agent under the Finance Documents are conditioned upon the

due payment of such fees and indemnifications.

The Agent may act as agent or trustee for several issues of securities issued by or relating

to the Issuer and other Group Companies notwithstanding potential conflicts of interest.

18.2 Duties of the Agent

The Agent shall represent the Noteholders in accordance with the Finance Documents.

However, the Agent is not responsible for the execution or enforceability of the Finance

Documents.

When acting in accordance with the Finance Documents, the Agent is always acting with

binding effect on behalf of the Noteholders. The Agent shall carry out its duties under the

Finance Documents in a reasonable, proficient and professional manner, with reasonable

care and skill.

90

The Agent is entitled to delegate its duties to other professional parties, but the Agent

shall remain liable for the actions of such parties under the Finance Documents.

The Agent shall treat all Noteholders equally and, when acting pursuant to the Finance

Documents, act with regard only to the interests of the Noteholders and shall not be

required to have regard to the interests or to act upon or comply with any direction or

request of any other person, other than as explicitly stated in the Finance Documents.

The Agent is entitled to engage external experts when carrying out its duties under the

Finance Documents. Any compensation for damages or other recoveries received by the

Agent from external experts engaged by it for the purpose of carrying out its duties under

the Finance Documents shall be distributed in accordance with Clause 12 (Distribution of

proceeds).

Notwithstanding any other provision of the Finance Documents to the contrary, the Agent

is not obliged to do or omit to do anything if it would or might in its reasonable opinion

constitute a breach of any law or regulation.

If in the Agent’s reasonable opinion the cost, loss or liability which it may incur

(including reasonable fees to the Agent) in complying with instructions of the

Noteholders, or taking any action at its own initiative, will not be covered by the Issuer,

the Agent may refrain from acting in accordance with such instructions, or taking such

action, until it has received such funding or indemnities (or adequate Security has been

provided therefore) as it may reasonably require.

The Agent shall give a notice to the Noteholders (i) before it ceases to perform its

obligations under the Finance Documents by reason of the non-payment by the Issuer of

any fee or indemnity due to the Agent under the Finance Documents or the Agent

Agreement or (ii) if it refrains from acting for any reason described in Clause 18.2.7.

18.3 Limited liability for the Agent

The Agent will not be liable to the Noteholders for damage or loss caused by any action

taken or omitted by it under or in connection with any Finance Document, unless directly

caused by its negligence or wilful misconduct. The Agent shall never be responsible for

indirect loss.

The Agent shall not be considered to have acted negligently if it has acted in accordance

with advice from or opinions of reputable external experts engaged by the Agent or if the

Agent has acted with reasonable care in a situation when the Agent considers that it is

detrimental to the interests of the Noteholders to delay the action in order to first obtain

instructions from the Noteholders.

The Agent shall not be liable for any delay (or any related consequences) in crediting an

account with an amount required pursuant to the Finance Documents to be paid by the

Agent to the Noteholders, provided that the Agent has taken all necessary steps as soon as

91

reasonably practicable to comply with the regulations or operating procedures of any

recognised clearing or settlement system used by the Agent for that purpose.

The Agent shall have no liability to the Noteholders for damage caused by the Agent

acting in accordance with instructions of the Noteholders given in accordance with

Clause 14 (Decisions by Noteholders) or a demand by Noteholders given pursuant to

Clause 11.1.

Any liability towards the Issuer which is incurred by the Agent in acting under, or in

relation to, the Finance Documents shall not be subject to set-off against the obligations

of the Issuer to the Noteholders under the Finance Documents.

18.4 Replacement of the Agent

Subject to Clause 18.4.6, the Agent may resign by giving notice to the Issuer and the

Noteholders, in which case the Noteholders shall appoint a successor Agent at a

Noteholders’ Meeting convened by the retiring Agent or by way of Written Procedure

initiated by the retiring Agent.

Subject to Clause 18.4.6, if the Agent is Insolvent, the Agent shall be deemed to resign as

Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent

which shall be an independent financial institution or other reputable company which

regularly acts as agent under debt issuances.

A Noteholder (or Noteholders) representing at least ten (10) per cent. of the Adjusted

Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a

person who is a Noteholder on the Business Day immediately following the day on which

the notice is received by the Issuer and shall, if given by several Noteholders, be given by

them jointly), require that a Noteholders’ Meeting is held for the purpose of dismissing

the Agent and appointing a new Agent. The Issuer may, at a Noteholders’ Meeting

convened by it or by way of Written Procedure initiated by it, propose to the Noteholders

that the Agent be dismissed and a new Agent appointed.

If the Noteholders have not appointed a successor Agent within ninety (90) calendar days

after (i) the earlier of the notice of resignation was given or the resignation otherwise took

place or (ii) the Agent was dismissed through a decision by the Noteholders, the Issuer

shall appoint a successor Agent which shall be an independent financial institution or

other reputable company which regularly acts as agent under debt issuances.

The retiring Agent shall, at its own cost, make available to the successor Agent such

documents and records and provide such assistance as the successor Agent may

reasonably request for the purposes of performing its functions as Agent under the

Finance Documents.

The Agent’s resignation or dismissal shall only take effect upon the appointment of a

successor Agent and acceptance by such successor Agent of such appointment and the

execution of all necessary documentation to effectively substitute the retiring Agent.

92

Upon the appointment of a successor, the retiring Agent shall be discharged from any

further obligation in respect of the Finance Documents but shall remain entitled to the

benefit of the Finance Documents and remain liable under the Finance Documents in

respect of any action which it took or failed to take whilst acting as Agent. Its successor,

the Issuer and each of the Noteholders shall have the same rights and obligations amongst

themselves under the Finance Documents as they would have had if such successor had

been the original Agent.

In the event that there is a change of the Agent in accordance with this Clause 18.4, the

Issuer shall execute such documents and take such actions as the new Agent may

reasonably require for the purpose of vesting in such new Agent the rights, powers and

obligation of the Agent and releasing the retiring Agent from its further obligations under

the Finance Documents and the Agent Agreement. Unless the Issuer and the new Agent

agrees otherwise, the new Agent shall be entitled to the same fees and the same

indemnities as the retiring Agent.

19 APPOINTMENT AND REPLACEMENT OF THE ISSUING AGENT

19.1 The Issuer appoints the Issuing Agent to manage certain specified tasks under these

Terms and Conditions and in accordance with the legislation, rules and regulations

applicable to and/or issued by the CSD and relating to the Notes.

19.2 The Issuing Agent may retire from its assignment or be dismissed by the Issuer, provided

that the Issuer has approved that a commercial bank or securities institution approved by

the CSD accedes as new Issuing Agent at the same time as the old Issuing Agent retires

or is dismissed. If the Issuing Agent is Insolvent, the Issuer shall immediately appoint a

new Issuing Agent, which shall replace the old Issuing Agent as issuing agent in

accordance with these Terms and Conditions.

20 NO DIRECT ACTIONS BY NOTEHOLDERS

20.1 A Noteholder may not take any steps whatsoever against the Issuer to enforce or recover

any amount due or owing to it pursuant to the Finance Documents, or to initiate, support

or procure the winding-up, dissolution, liquidation, company reorganisation

(företagsrekonstruktion) or bankruptcy (konkurs) (or its equivalent in any other

jurisdiction) of the Issuer in relation to any of the liabilities of the Issuer under the

Finance Documents.

20.2 Clause 20.1 shall not apply if the Agent has been instructed by the Noteholders in

accordance with the Finance Documents to take certain actions but fails for any reason to

take, or is unable to take (for any reason other than a failure by a Noteholder to provide

documents in accordance with Clause 18.1.2), such actions within a reasonable period of

time and such failure or inability is continuing. However, if the failure to take certain

actions is caused by the non-payment by the Issuer of any fee or indemnity due to the

Agent under the Finance Documents or the Agent Agreement or by any reason described

in Clause 18.2.7, such failure must continue for at least forty (40) Business Days after

93

notice pursuant to Clause 18.2.8 before a Noteholder may take any action referred to in

Clause 20.1.

20.3 The provisions of Clause 20.1 shall not in any way limit an individual Noteholder’s right

to claim and enforce payments which are due to it under Clause 8.5 (Mandatory

repurchase due to a Change of Control Event or a Listing Failure Event (put option)) or

other payments which are due by the Issuer to some but not all Noteholders.

21 PRESCRIPTION

21.1 The right to receive repayment of the principal of the Notes shall be prescribed and

become void ten (10) years from the Redemption Date. The right to receive payment of

interest (excluding any capitalised interest) shall be prescribed and become void three (3)

years from the relevant due date for payment. The Issuer is entitled to any funds set aside

for payments in respect of which the Noteholders’ right to receive payment has been

prescribed and has become void.

21.2 If a limitation period is duly interrupted in accordance with the Swedish Act on

Limitations (preskriptionslag (1981:130)), a new limitation period of ten (10) years with

respect to the right to receive repayment of the principal of the Notes, and of three (3)

years with respect to receive payment of interest (excluding capitalised interest) will

commence, in both cases calculated from the date of interruption of the limitation period,

as such date is determined pursuant to the provisions of the Swedish Act on Limitations.

22 NOTICES AND PRESS RELEASES

22.1 Notices

Any notice or other communication to be made under or in connection with the Finance

Documents:

(a) if to the Agent, shall be given at the address registered with the Swedish

Companies Registration Office (Bolagsverket) on the Business Day prior to

dispatch or, if sent by email, to [email protected];

(b) if to the Issuer, shall be given at the address registered with the Swedish

Companies Registration Office (Bolagsverket) on the Business Day prior to

dispatch or, if sent by email by the Agent, to [email protected]

such email address notified by the Issuer to the Agent from time to time; and

(c) if to the Noteholders, shall be given at their addresses as registered with the CSD,

on the Business Day prior to dispatch, and by either courier delivery or letter for

all Noteholders. A Notice to the Noteholders shall also be published on the

websites of the Issuer and the Agent.

Any notice or other communication made by one person to another under or in

connection with the Finance Documents shall be sent by way of courier, personal

delivery, letter or e-mail and will only be effective, in case of courier or personal

94

delivery, when it has been left at the address specified in Clause 22.1.1 or, in case of

letter, three (3) Business Days after being deposited postage prepaid in an envelope

addressed to the address specified in Clause 22.1.1.

Failure to send a notice or other communication to a Noteholder or any defect in it shall

not affect its sufficiency with respect to other Noteholders.

22.2 Press releases

Any notice that the Issuer or the Agent shall send to the Noteholders pursuant to Clauses

8.3 (Voluntary total redemption (Call option)), 8.4 (Early redemption due to illegality),

9.1.2, 11.3, 14.15, 15.1, 16.1 and 17.3 shall also be published by way of press release by

the Issuer or the Agent, as applicable.

23 FORCE MAJEURE AND LIMITATION OF LIABILITY

23.1 Neither the Agent nor the Issuing Agent shall be held responsible for any damage arising

out of any legal enactment, or any measure taken by a public authority, or war, strike,

lockout, boycott, blockade or any other similar circumstance (a “Force Majeure

Event”). The reservation in respect of strikes, lockouts, boycotts and blockades applies

even if the Agent or the Issuing Agent itself takes such measures, or is subject to such

measures.

23.2 The Issuing Agent shall have no liability to the Noteholders if it has observed reasonable

care. The Issuing Agent shall never be responsible for indirect damage with exception of

gross negligence and wilful misconduct.

23.3 Should a Force Majeure Event arise which prevents the Agent or the Issuing Agent from

taking any action required to comply with these Terms and Conditions, such action may

be postponed until the obstacle has been removed.

23.4 The provisions in this Clause 23 apply unless they are inconsistent with the provisions of

the Financial Instruments Accounts Act which provisions shall take precedence.

24 GOVERNING LAW AND JURISDICTION

24.1 These Terms and Conditions, and any non-contractual obligations arising out of or in

connection therewith, shall be governed by and construed in accordance with the laws of

Sweden.

24.2 The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in

connection with these Terms and Conditions. The City Court of Stockholm (Stockholms

tingsrätt) shall be the court of first instance.

_____________________

95

ADDRESSES

Issuer Central securities depository

Nynas AB (publ)

P.O. Box 10 700

SE-121 29 Stockholm

Sweden

Tel: +46 (0)-602 12 00

Web page: www .nynas.com

Euroclear Sweden AB

Klarabergsviadukten 63

P.O. Box 191

SE-101 23 Stockholm

Sweden

Tel: +46 (0)8-402 90 00

Web page: www .euroclear.com

Auditor Agent

EY

Box 7850

SE-103 99 Stockholm

Sweden

Tel: +46 (0)8-520 590 00

Web page: www .ey.com

Intertrust (Sweden) AB

P.O. Box 162 85

SE-103 25 Stockholm

Sweden

Tel: +46 (0)8-402 72 00

Web page: www .intertrustgroup.com

Legal advisor

Issuing agent

Gernandt & Danielsson Advokatbyrå KB

P.O. Box 5747

SE-114 87 Stockholm

Sweden

Tel +46 (0)8-670 66 00

Web page: www .gda.se

Danske Bank A/S, Danmark,

Sverige Filial

P.O. Box 7523

SE-103 92 Stockholm

Sweden

Tel: +46 752 48 00 00

Web page: www .danskebank.se