Nynas AB (publ) - specialty oils and bitumen...oils and bitumen products. The cost for the Group to acquire its feedstocks and the price at which it can ultimately sell its refined

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Nynas AB (publ)

Prospectus for the admission to trading on NASDAQ OMX Stockholm of

up to SEK 1,100,000,000

senior unsecured floating rate notes 2014/2018

ISIN: SE0005994167

Joint Bookrunners

Important information Words and expressions defined in the terms and conditions beginning on page 33 (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, DNB Markets, a

part of DNB Bank ASA, Sweden Branch, Handelsbanken Capital Markets, Svenska Handelsbanken AB (publ) and Merchant Banking, 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

On 26 June 2014 (the “First Issue Date”) the Issuer issued a note loan in the amount of SEK 650,000,000. The nominal amount of each

initial note is SEK 1,000,000 (the “Nominal Amount”) (the “Initial Notes”). The Issuer may at one or several occasions issue subsequent notes (the “Subsequent Notes” and together with the Initial Notes, the “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 has been prepared for the listing of the loan constituted by the Notes on a Regulated Market. This Prospectus does not contain and does not constitute an offer or a solicitation to buy or sell Notes.

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 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 Swedish Financial Instruments Trading Act (lagen (1991:980) om

handel med finansiella instrument) (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.

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 (the “Securities Act”) or the securities laws of any state or other jurisdiction

outside Sweden. Subject to certain exemptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons.

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.

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.

Table of contents

Risk Factors ....................................................................................................................................................... 4

Description of the Notes and the use of proceeds ............................................................................................ 16

Business description and structure ................................................................................................................... 23

The Issuer ......................................................................................................................................................... 26

Legal considerations and supplementary information ...................................................................................... 30

Terms and Conditions ...................................................................................................................................... 34

Addresses ......................................................................................................................................................... 70

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RISK FACTORS

Investments in corporate bonds 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, result and the Notes. 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 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.

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, may 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.

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

volatility in refining margins may have an adverse effect on the Group’s operations, financial position and

results.

Factors that may 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;

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.

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, may 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.

Any significant or extended change in supply and demand trends may have an adverse impact on prices for crude

oil, and other feedstock as well as refined petroleum products and may also result in inventory losses which may

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.

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In particular, competition in the bitumen market in Europe remained intense throughout 2013, while in

naphthenic specialty oils pricing remained challenging due to competitor actions. Turbulence in the global

economy and political decisions impacted the region’s markets, which resulted in a decline in consumption.

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.

Increased shipping capacity and competition in the shipping industry could decrease the Group’s fleet utilisation

rate and shipping freight rates and may 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.

Increased competition may result in a loss of market shares and have an adverse effect on the Group’s


Reputation

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

sustainability standards. Any infringements regarding these areas may 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. Failure by the Group or the Group’s commercial counterparties to operate at a

sufficiently high standard in these regards may 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


Owners

The Group is currently owned and controlled by Neste Oil 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.), whose or whose shareholders’ interests may 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 and there may be a risk that such commercial agreements are not

entered into on arms’ length terms, which may 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) they could also have any interest in pursuing acquisitions,

divestitures, financings or other transactions that, in their judgment, could enhance their equity investments,

although, such risks might involve risks to the Noteholders. There is nothing that prevents a shareholder or any

of its affiliates from acquiring businesses that directly compete with the Group. If such event were to arise this

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

Operational risks

Proprietary technology and know-how

The measures taken by the Group to protect its technology and know-how against third party infringement and

appropriation may prove inadequate as there is a risk 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, it may have an adverse effect on the Group’s operations,

financial position and results.

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

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Eastham, UK. In addition, Nynas has two partner refineries in Antwerp, Belgium (Vitol) and Curacao,

Netherland Antilles (Petróleos de Venezuela S.A.). The Nynäshamn and Harburg refineries are Nynas’ principal

production facilities. The exposure related to the Harburg refinery is somewhat elevated since it is newly

acquired and has not yet been fully integrated or converted.

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

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

refinery will be shutdown to undergo a major conversion to increase refinery capacity for naphthenic specialty

oils. During the conversion old and unnecessary production equipment will be scrapped and the major related

investment is the bottlenecking of the vacuum distillation tower.

Any delays to scheduled shutdowns, cost overruns or any unexpected shutdowns or business interruptions may

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 the funding of the

company. A disagreement or deadlock regarding the company or a breach by one of the parties of the material

provisions of the cooperation arrangements could 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 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. Problems or delays in accessing low cost, crude oil and other

feedstock could 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. PDVSA Petróleo S.A. has engaged in a Joint Venture with a

Russian bank in order to finance and safeguard production in the heavy oil reservoirs in Venezuela where the

Group´s crude oil is produced. Following this engagement, PDVSA Petróleo S.A. requested the crude oil sales

agreement with the Group to be amended into a three party agreement, the third party being related to that

Russian bank. The remainder of the Group’s crude is currently sourced from suppliers in the North Sea and other

suppliers around the world. The Group’s access to crude oil might be interrupted as a result of, among other

things, limited pipeline capacity, suppliers’ unwillingness or inability to deliver, 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, limitations in deliveries of these crude oil

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

The Group also procures various products, among others, from its two partner refineries in Antwerp, Belgium

and Curacao, the Netherlands Antilles. The Group's access to the products from these partner refineries and other

suppliers of products might 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, limitations in deliveries of these product qualities could have an adverse effect on the Group’s operations,


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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. If such suppliers are unable or unwilling to

supply their agreed services or products for any reason and the Group is unable to adequately replace such

suppliers within the desired period and on conditions favourable to the Group, this could result in increased costs

or delays to the Group which could adversely impact the Group´s operations, financial position and results.

Customer agreements

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

entered into for a limited period of time. Hence, the Group relies on its strong relationship with its key

customers. If a significant amount of the Group’s commercial relationships with its key customers is terminated

or not extended, this could have an adverse effect on the Group’s operations, financial position and results.

Harburg refinery investments

The Group has an investment program aimed at increasing production capacity of naphthenic specialty oils in

Harburg, Germany. Following the completion of the investment program, the Group will concentrate on

developing its global customer base and supply chain, achieving high levels of utilisation and improving the

profitability of its business. Any failure to capture the benefits from the Harburg investments or to operate the

two main refineries, Nynäshamn and Harburg as planned would, if materialised, have an adverse effect on the

Group’s operations, financial position and results.

Also problems or delays in accessing or using the desired capacity increase for naphthenic specialty oils

production at competitive prices or shortcomings in expected demand for naphthenic specialty oils products may

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

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, which could result in significantly

increased personnel costs. Accordingly, it may 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, it may be unable to

compete effectively in its current business and the successful implementation of the Group’s strategies may be

limited or prevented, which in each case could have an adverse effect on the Group’s operations, financial


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, organisations collectively representing the Group and other employers in its

industry may not be able to renegotiate satisfactory collective labour agreements when they expire. In addition,

existing labour agreements of the Group may 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, it may have an

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

Insurance cover

The Group has a broad insurance programme with leading reputable insurance providers in place which provides

coverage for operations at a level believed to be consistent with industry practice and appropriate for the risks

associated therewith.

However, the Group is not insured against all potential losses and could be seriously harmed by operational

catastrophes, deliberate sabotage, gradual environmental and other damage that was not the result of a sudden,

unintended and unexpected insurable accident.

The Group could incur significant uninsured losses and liabilities arising from such events, including damage to

the reputation of the Group and a substantial loss of operational capacity, which may have an adverse effect on

the Group’s operations, financial position and results. The Group’s assets are not insured against wear and tear

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and other gradually progressive occurrence, which may also have an adverse effect on the Group’s operations,


Military campaigns and terrorist activity

Any military strikes or sustained military campaigns in areas or regions of the world where the Group has

operations may 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 of

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 injury 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


Any disruption of the Group’s ability to produce or distribute its products could result in a significant decrease in

revenues and significant additional costs to replace or repair and insure the Group’s assets, which could have an


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, adverse weather conditions or piracy, among other factors, in the

areas where the Group’s shipping fleet operates.

The occurrence of any of these events may have, either directly or indirectly, due to negative publicity and/or

business interruptions 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. Human errors, accidents or hazardous

incidents causing financial damage, personal injury, death, property or environmental damage at any of the

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

Group’s insurance programme. The 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

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

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, 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, may become 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. New environmental initiatives and amendments to permits could result in significant additional

expenditures or reduction or termination of certain operations, which may, in turn, have an adverse effect on the


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

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proceed with the clean-up process in accordance with its final remediation plan (subject to two minor

modifications). An appeal petition against this ruling has been filed with the Land and Environmental Court of

Appeal. The estimated cost for the methodology considered in the remediation plan is included in the Group’s

financial statements. If 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 may 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. Consequently, according to

the ruling Nynas may continue the monitoring and Nynas shall only investigate monitored natural recovery and

in-situ capping. Appeal petitions against this ruling have been filed with the Land and Environmental Court of

Appeal. Should the court rule that the Group shall further investigate methods for remediation or undertake other

actions it may have an adverse effect on the Group's reputation, operations, financial position and results.

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. Interference with

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

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. Failure to manage relationships with

local communities, government and non-governmental organisations may have an adverse effect on the Group’s


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 requires substantial capital expenditure. Failure to maintain

production levels, generate sufficient cash flow or maintain access to financing alternatives may impact on the

amounts of capital available for necessary expenditure and this, in turn, may have an adverse effect on the


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, euro or Swedish Kronor) strengthens relative to the value of the

currency in which it sells its products (e.g. the U.S. dollar or local currency), it may have an adverse effect on the


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. Changes

in exchange rate levels for an extended period may have a adverse effect on the competitive position of the

Group relative to its competitors.

There is a risk that the Group will not be able to manage its foreign exchange risks successfully. Fluctuations in

foreign exchange rates, in particular the exchange rate between the U.S. dollar, Swedish Kronor and the euro,

11(71)

may have an adverse effect on the Group’s operations, financial position and results. In particular, any long-term

weakening of the U.S. dollar against the Swedish Kronor may have an adverse effect on the Group’s operations,

financial position and results, since the Group’s hedging arrangements are typically made for limited time

periods, generally for periods of up to 12 months.

Interest rate risk

Interest charged on the Group’s borrowings may be subject to changes in the market rates of interest and any

increase in such interest rates will increase the Group’s interest payments and may have an adverse effect on the


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. Failure to use accurate

assumptions in calculations for such estimates could have an adverse effect on the Group’s operations, financial


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. Credit and

counterparty risk may, 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. 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, could result in

delays or reduction or termination of certain operations, which may, in turn, have an adverse effect on the


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) constitute an event of default under the existing financing. An obligation to prepay

any existing financing could 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. A situation where the Group is unable to meet its financial obligations towards its creditors

due to lack of liquidity could have an adverse effect on the Group’s operations, financial position and results.

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. This

may, if materialised, 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, 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. Compliance with such

laws and regulations requires the Group to spend considerable sums and resources and this could have an


12(71)

In addition to the above, 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 may result in a risk of reduced revenues

and/or increased costs which in turn may have an adverse effect on the Group’s operations, financial position

and results.

Further, 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.

A violation of authorisation or permit conditions or other existing or new legal or regulatory requirements, or

failure to obtain or renew the necessary authorisations or permits at the relevant time or on reasonable terms

could result in substantial fines, criminal sanctions, permit revocations, injunctions and/or temporary or

permanent refinery shutdowns, which may have an adverse effect on the Group’s operations, financial position

and results.

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 may expose 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, it may, singly or in the aggregate, have an adverse effect on

the Group’s operations, financial position and results.

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. Claims against the Group or

the Group’s active involvement in any legal proceedings against a third party could result in the Group being

forced to spend considerable sums and resources and this may have an adverse effect on the Group’s operations,


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 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 may have an adverse effect on the Group’s operations, financial


Risks relating to the Notes

Credit risk

If Nynas’ financial position deteriorates the credit risk associated with the Notes may increase, given that there

would be an increased risk that Nynas cannot fulfil its obligations under the Terms and Conditions. Nynas

financial position is affected by numerous risk factors, some of which have been outlined above. Any increase in

credit risk of Nynas could result in the market pricing the Notes with a higher risk premium, which could

adversely affect the value of the Notes.

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

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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, one of the most significant over time being the level of

market interest rates. Investments in the Notes involve a risk that the market value of the Notes could be

adversely affected by changes in market interest rates.

Transferability of the Notes

Pursuant to the Terms and Conditions, Nynas shall apply for registration of the Notes on NASDAQ OMX but

there is a risk that the Notes are not approved for admission of trading. A failure to obtain such listing may have

a negative impact on the market value of the Notes. Even if a listing will occur, there is a risk that an active

market for the Notes will not evolve and, even if such would evolve that it lasts. The nominal amount of the

Notes may not be indicative of their market value after being admitted for trading on NASDAQ OMX. In

addition, following listing of the Notes, the liquidity and trading price of the Notes may vary substantially as a

result of numerous factors, including general market movements and irrespective of Nynas’ performance. In

addition, transaction costs in any secondary market may be high. Therefore, Noteholders may not be able to sell

their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a

developed secondary market. Further, if additional and competing products are introduced in the markets, this

may also result in a decline in the market price and value of the Notes. Accordingly, the purchase of Notes is

suitable only for investors who can bear the risks associated with a lack of liquidity in the Notes and the financial

and other risks associated with an investment in the Notes. Investors must be prepared to hold the Notes until

maturity.

The 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 the Group’s operating results and those of its competitors, adverse business developments, changes

to the regulatory environment in which the Group 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 the Group’s operating results,

financial condition or prospects.

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

The Notes are affiliated to and will continue to be affiliated to a central securities depository of notes, currently

the CSD’s account-based system. Clearing and settlement relating to the Notes and, in the majority of cases, the

payment of interest and repayment of principal amounts, will be performed within the CSD’s account-based

system. The investors are therefore dependent on the functionality of the CSD’s account-based system.

Noteholders’ meeting

The Terms and Conditions include certain provisions regarding a Noteholders’ meeting, which may be held in

order to resolve on matters relating to the Noteholders’ interests. Such provisions allow for designated majorities

to bind all Noteholders, including Noteholders who have not participated in or voted at the actual meeting or

who have voted differently than the required majority, to decisions that have been taken at a duly convened and

conducted Noteholders’ meeting.

Noteholders’ representation

Pursuant to the Terms and Conditions, the Agent represents all Noteholders in all matters relating to the Notes.

Consequently, individual Noteholders do not have the right to take legal actions to declare any default by

claiming any payment from or enforcing any security granted by Nynas and may therefore lack effective

remedies unless and until a requisite majority of the Noteholders agree to take such action. However, this does

not rule out the possibility that the Noteholders, in certain situations, could bring their own action against Nynas,

which could negatively impact an acceleration of the Notes or other action against Nynas. To enable the Agent to

represent the Noteholders in court, the Noteholders may have to submit a written power of attorney for legal

proceedings. The failure of all Noteholders to submit such a power of attorney could negatively impact the

enforcement of the Notes. Under the Terms and Conditions the Agent has the right in some cases to make

14(71)

decisions and take measures that bind all Noteholders without first obtaining the prior consent of the

Noteholders.

Change of law

The Notes are subject to Swedish laws and administrative practice in effect. There is a risk that any judicial

decision, change to Swedish law or administrative practice, could adversely impact the ability of Nynas to make

payments under the Notes.

Dependence on subsidiaries

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.

Nynas’ Subsidiaries are legally separate and distinct from Nynas and have no obligation to make payments to

Nynas of any surpluses generated from their respective businesses. The ability of such Subsidiaries to make

payments to Nynas is restricted by, among other things, the availability of funds, corporate restrictions and local

law.

Subordinated rights

The Notes represent an unsecured obligation of Nynas and will rank pari passu with all other unsecured and

unsubordinated obligations of Nynas. Nynas has provided security to third party financiers and may, subject to

certain restrictions, provide additional security to third parties. In the event of Nynas’ liquidation, company

reorganisation or bankruptcy the Noteholders will only be entitled to receive any proceeds from the realisation of

Nynas’ assets once prioritised creditors (including secured creditors (if any)) have been paid in full.

If any Subsidiary of Nynas is subject to any foreclosure, dissolution, winding-up, liquidation, recapitalisation,

administrative or other bankruptcy or insolvency proceeding, the creditors of such Subsidiary of Nynas will

generally be prioritised due to their position in the capital structure and will generally be entitled to payment in

full from the sale or other disposal of the assets of such a Subsidiary before Nynas, as a direct or indirect

shareholder, will be entitled to receive any distributions from such a Subsidiary.

Security

Under certain circumstances, should a Group Company provide security of any kind for the obligations under

Nynas’ Senior Debt 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 Group Companies

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’ ability to successfully refinance its debt, including the Notes, is dependent on the conditions of Nynas

and the financial markets in general at such time. As a result, Nynas’ access to financing sources at a particular

time may not be available on favourable terms, or at all. Nynas’ inability to refinance its debt obligations on

favourable terms, or at all, could have an adverse effect on Nynas’ business, financial condition and results of

operations and on Nynas’ ability to repay amounts due under the Notes.

Early redemption of the Notes

Nynas has, under the Terms and Conditions, reserved the possibility to redeem all outstanding Notes prior to the

final redemption date. If the Notes are redeemed prior to the final redemption date, the Noteholders have the

right, in most cases, 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. In

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addition, the Terms and Conditions contain certain mandatory prepayment rights in favour of the Noteholders.

However, it is possible that Nynas will not have sufficient funds at the time of the mandatory prepayment to

make the required redemption or repurchase of Notes.

16(71)

DESCRIPTION OF THE NOTES AND THE USE OF PROCEEDS

Certain terms and conditions of the Notes

The following is a summary description of the terms and conditions of the Notes and is qualified in its entirety

by the full Terms and Conditions included in the section “Terms and Conditions”.

The Initial Notes and Subsequent Notes

Each Note has a Nominal Amount of SEK 1,000,000. The Initial Notes were issued in a number of 650 and the

total aggregate nominal amount of the Initial Notes is SEK 650,000,000. All Initial Notes were issued on a fully

paid basis at an issue price of 100 per cent. of the Nominal Amount.

The Issuer may, 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.

ISIN and trading code

The Notes have been allocated the ISIN code SE0005994167. The Notes will also be allocated a trading code

upon admission to trading. Such trading code has not been allocated at the date of this Prospectus.

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 registered in accordance with the Financial Instruments Accounts Act

(lagen (1998:1479) om kontoföring av finansiella instrument). Registration requests relating to the Notes shall

be directed to an Account Operator.

The Notes are freely transferable but the Noteholders may be subject to purchase or transfer restrictions with

regard to the Notes, as applicable, under local laws to which a Noteholder may be subject. Each Noteholder must

ensure compliance with such restrictions at its own cost and expense.

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. Unless previously redeemed or purchased and cancelled in

accordance with the Terms and Conditions, the Issuer shall redeem all outstanding Notes with 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:

17(71)

(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.

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 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

18(71)

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:

(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;

19(71)

(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

(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;

(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.

20(71)

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 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.

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

SEK 200,000.

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

21(71)

(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 grantor (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 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.

http://www.nynas.com/

22(71)

Ratings

The Notes have not been assigned an official credit rating by any credit rating agency.

Use of proceeds

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 notes due 17 October 2014 issued

by the Issuer in a principal 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); no later than 17 October

2014; and (b) secondly, general corporate purposes.

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 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.

Issuing Agent

Danske Bank A/S, Danmark, Sverige Filial, Reg. No. 516401-9811, P.O. Box 7523, 103 92 Stockholm, Sweden,

is initially acting as Issuing Agent.

23(71)

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. The takeover of the

specialty oil refinery in Harburg in the beginning of 2014 will support the growth of the naphthenic business.

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 a large number of industries and countries.

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.

Around 60 per cent 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. On the request of PDVSA Petróleo S.A., the crude oil sales agreement

24(71)

under which the Group imports its crude, has been made into a three party agreement, the third party being

related to that Russian bank. Other important suppliers of raw material and products are Chevron and Neste Oil

(whose parent company, Neste Oil Oyj, is the other owner of Nynas).

Naphthenic specialty oils are produced primarily at Nynas’ refinery in Nynäshamn, Sweden, 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.

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 Oil AB 49.999

PDV Europa B.V. 50.001

Total 100.00

Neste Oil AB is part of a group in which the Finnish company Neste Oil 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 Oil Oyj and Petróleos de Venezuela S.A. The majority

shareholder of Neste Oil 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 Oil AB and Petróleos de Venezuela S.A. stipulates that each

shareholder may as a maximum exercise the voting rights for 33,765 shares (there are 33,765 class A shares and

33,767 class B shares, and one share gives entitlement to one vote at annual and extraordinary General

Meetings).

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.

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.

25(71)

Group Companies and associates

Name of subsidiary, registered office Registration number Shareholding and votes (%)

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 (Hong Kong) Ltd, Hong Kong 473858 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 99.99

Nynas Bitumes SA (Dormant), Bobigny, France B 349837419 99.76

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 Naphthenics (M) SDN BHD, Malaysia 581235-V 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

26(71)

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 telephone number of the Issuer is +46 8 602

12 00. 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 a leading 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 portion 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 company’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 in the Annual General Meeting held on 5 May 2014 and two Employee Representative

Members appointed in 2010 and 2013.

Matti Lievonen

Born 1958. Chairman of the Board since 2014 and board member since 2009.

Principal education: BSc (Eng.), eMBA.

Other on-going principal assignments: President and CEO of Neste Oil Corporation, Chairman of Neste

executive board, chairman of the board of the Chemical Industry Federation of Finland, vice chairman of the

board of directors of Rautaruukki Corporation, member of the board of the Confederation of Finnish Industries,

chairman of the supervisory board of Ilmarinen Mutual Pension Insurance Company and member of the advisory

board of the National Emergency Supply Agency.

Eulogio Del Pino

Born 1956. Vice-chairman of the Board since 2014 and board member since 2012.

Principal education: Degree in Geophysical Engineer from Universidad Central de Venezuela, Venezuela,

M.Sc in oil exploration from Standford University, California, USA.

Other on-going principal assignments: President of Petróleos de Venezuela S.A., president of the Corporacion

Venezolana del Petroleo, director and member of the board of CITGO Petroleum Company and director of

Petroleos de Venezuela S.A. Europa.

John Launiainen

Born 1954. Board member since 2011.

Principal education: MSc in Accounting from Helsinki School of Economics, Finland; LL.M on Criminal Law

from University of Helsinki, Finland.

Other on-going principal assignments: Director of mergers and acquisitions in Neste Oil Oyj.

Tuomas Hyyryläinen


Principal education: MSc in Economics from Helsinki School of Economics, Finland.

Other on-going principal assignments: Senior vice president, Strategy and New Ventures in Neste Oil Oyj,

member of Neste Oil executive board.

27(71)

Antonio Suarez Torres


Principal education: Mining Engineering from Universidad Politécnica of Oviedo, Spain, MSc in Exploration

Geophysics from Stanford University, California (USA); PDD Management Development Program from IESE,

Madrid (Spain); Master in Finance from London Business School, London (United Kingdom).

Other on-going principal assignments: Independent advisor to Independent Oil Companies and National Oil

Companies on the Energy/Exploration and Production sector, director of Master Exploration and Production

Education Program at Repsol CSFR, professor for risk analysis.

Michiel Boersma


Principal education: MSc Chemical Technology and PhD in Technical Sciences (Chemical Technology) from

Technical University of Eindhoven, The Netherlands.

Other on-going principal assignments: Chairman of the supervisory boards of TMG and VieCurri Medical

Centre (The Netherlands), member of the supervisory board of POST NL (The Netherlands), chairman advisory

committee of Limburg Energy Fund (The Netherlands), chairman of the boards of Prometheus Energy (Houston,

Texas, USA), member of the boards of various Dutch foundations, senior advisor to First State European

Diversified Infrastructure Fund (EDIF) (London, United Kingdom).

Ivan Orellana


Principal education: Degree in Chemical Engineer from Universidad Simón Bolívar, MBA at the Brunel

University (United Kingdom), post graduate diploma in management of petroleum resources and post graduate

diploma in petroleum and natural gas supply and trading from College of Petroleum and Energy Studies, Oxford

(United Kingdom), post graduate diploma in International Private Law and post graduate diploma in

International Administrative Economic Law from Universidad de Salamanca (Spain).

Other on-going principal assignments: managing director of Petroleos de Venezuela S.A. Europa, executive

board member of Gas Exporting Country Forum.

Sergio Tovar


Principal education: Degree in Chemical Engineering from Universidad Simon Bolívar, Caracas, Venezuela.

Other on-going principal assignments: Commerce and supply executive director of Petroleos de Venezuela

S.A., director and member of the board of CITGO Petroleum Company, director of Petroleos de Venezuela S.A.

Europa.

Pia Ovrin

Born 1966. Board member since 2013. Employee representative.

Other on-going principal assignments: Member of the union organisation UNIONEN.

Roland Bergvik

Born 1967. Board member since 2010. Employee representative.

Other on-going principal assignments: Member of the union organisation IF METALL.

28(71)

The Group Executive Committee

Gert Wendroth

Born 1958. President and CEO since 2014.

Principal education: Master Degree in Economics from University of Hamburg, Germany, MBA from

University of Bradford, United Kingdom.

Other on-going principal assignments: No other on-going assignments.

Rolf Allgulander

Born 1962. Vice president manufacturing since 2007.

Principal education: MSc Chemical Engineering from Chalmers University of Technology, Gothenburg,

Sweden and MBA Handelshögskolan, Gothenburg.


Ewa Beskow

Born 1957. Director human resources since 2006.

Principal education: MSc Metallurgy from Royal Institute of Technology, KTH, Stockholm, Sweden.


Peter Bäcklund

Born 1956. Business area director Bitumen nordic since 2008.

Principal education: University degree in Economics, Business Administration & Marketing from Högskolan

Eskilstuna/Västerås, Uppsala University and University of Texas.


Martin Carlson

Born 1950. Director business development since 2007.

Principal education: MSc in Chemistry from Chalmers University of Technology, Gothenburg, Sweden.


Bo Askvik

Born 1958. CFO since 1 October 2014.

Principal education: Master of Finance and Business Administration from Stockholm School of Economics,

Stockholm, Sweden.


Jim Christie

Born 1960. Business area director Bitumen, United Kingdom since 2008.

Principal education: HND Civil Engineering from Caledonian University, Glasgow, Scotland.


Simon Day

Born 1967. Vice president Naphthenics since 15 September 2014.

Principal education: BSc Chemical Engineering (Engl) from University College London (United Kingdom)

and MBA from Henley Management College.

Other on-going principal assignments: director of Eastham Refinery Limited.

29(71)

Anders Nilsson

Born 1968. Director supply chain since 15 September 2014.

Principal education: MSc Mathematics from Luleå University of Technology, Luleå, Sweden and MSc

Industrial and Financial Economics from Gothenburg School of Economics, Gothenburg, Sweden.


Hans Östlin

Born 1961. Director communication since 2006.

Principal education: Berghs School of Communication. IHM Business School, Stockholm, Sweden.


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

No members of the Board or Group Management of the Issuer has any private interest that might conflict with

the Issuer’s interests.

Auditor

Ernst & Young AB (Box 7850, 103 99 Stockholm, Sweden) is the Issuer’s auditor since 2008. Jan Åke

Birgerson, born 1954, is the auditor in charge. Jan Åke Birgerson is an authorised public accountant and a

member of FAR, the professional institute for accountants in Sweden.

30(71)

LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION

Authorisation and responsibility

The Issuer has obtained all necessary resolutions, authorisations and approvals required in conjunction with the

Notes and the performance of its obligations relating thereto. The issuance of the Notes on 26 June 2014 was

authorised by a resolution of the Board of the Issuer on 10 June 2014.

The Issuer accepts responsibility 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 contains no omission likely to affect its import. 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 contains no omission likely to affect its import.

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 first instance 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 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 is presently pending to be decided before 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, where several pleadings have been filed from each party. 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

31(71)

insurance coverage paid. The co-defendants have each filed their pleadings and the evidence stage of the case is

currently underway; with the co-defendant’s having rendered all of its evidences, and some of the evidences

produced/offered by Plaintiff still pending.

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.

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).

An appeal petition against this ruling has been filed with the Land and Environmental Court of Appeal. The

estimated cost for the methodology considered in the remediation plan is included in the Group’s financial

statements. If 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. Consequently, according to

the ruling Nynas may continue the monitoring and Nynas shall only investigate monitored natural recovery and

in-situ capping Appeal petitions against this ruling have been filed with the Land and Environmental Court of

Appeal.

Brazilian tax proceedings

Nynas’ subsidiary Nynas do Brasil Ltda (“Nynas Brasil”) has been and is currently involved in the following

tax proceedings with Brazilian tax authorities and courts.

IPI tax proceedings

The initial issue concerned the decision from the local tax authorities that Nynas Brasil should pay import tax

(IPI) on a specific range of transformer oils among the Group’s products. In December 2011 the Federal Court of

Sao Paolo confirmed the ruling of the first instance court and determined that the specific products should not be

subject for IPI when imported to Brazil. Nynas Brasil initiated and has concluded proceedings to recover the

accumulated tax receivable of approximately SEK 52 million which have already been recovered by set-off

claim versus future tax payments.

Local tax authorities have later started to apply IPI on other Group’s transformer oil products with different

commercial names, and Nynas Brasil has consequently initiated legal actions (by filing a lawsuit with the

courts) in order to stop this procedure and assure its right not to collect the IPI on imports and on the subsequent

resale of mineral oils for certain transformers. Nynas Brasil is currently awaiting the ruling. The estimated tax

receivables in relation to these proceedings amounts to SEK 16 million and the Group has not made a provision

for this amount.

ICMS tax proceedings

In April 2012 Nynas Brasil was notified a tax infraction notice from Santa Catarina State claiming that Nynas

Brasil should pay a specific State Sales Tax (ICMS-ST) when distributing transformer oil from the Sao Paolo

state to the Santa Catarina State. The potential infraction refers to unpaid amounts related to the period from

32(71)

January 2007 to October 2011 and amounts approximately to SEK 40 million (including tax, penalties and

interest). No provision has been made for this amount. Nynas Brasil received an unfavourable decision in the

administrative level and has initiated a lawsuit before the courts. The first instance court granted a preliminary

injunction request and determined the suspension of the tax infraction notice. The parties have presented their

defenses and responses and are now waiting for the ruling of the court.

The tax authorities of Santa Catarina State have also issued another tax infraction notice to charge the same

ICMS-ST related to the period of November 2011 to July 2013, which amounts approximately to SEK 25

million. No provision has been made for this amount. Nynas Brasil has taken legal action at the administrative

level and is currently waiting for the administrative ruling.

In July 2014 the State tax authorities of Rio Grande do Sul issued a tax infraction notice, claiming ICMS-ST in

the amount of approximately SEK 30 million regarding similar transactions as the above referred which involve

Nynas Brasil’s sales to clients located in that region in the period between September 2009 to April 2014. Nynas

Brasil is preparing and will contest this infraction notice at the latest on 22 August 2014 based on similar

grounds as in the cases abovementioned.

Material contracts

With the exception of the contracts described in the sections below “Material Contracts — Acquisition of the

Harburg refinery and base oil manufacturing assets” and “Material Contracts — Financing agreements in

relation to the acquisition of the Harburg refinery and base oil manufacturing assets”, the Group has not entered

into any material contracts outside of the ordinary course of its business which could have any material impacts

on the Issuer's ability to meet its obligations under the Notes. The following summaries do not purport to

describe all of the applicable terms and conditions of such agreements.

Acquisition of the Harburg refinery and base oil manufacturing assets

On 8 December 2011 Nynas entered into an agreement with Shell Deutschland Oil GmbH to acquire certain

refinery and base oil manufacturing assets including staff located in Harburg, Germany. The acquisition is

planned to take place in two steps, whereby Nynas took control of the base oil manufacturing assets and certain

other assets located on the south side of the river Elbe on 1 January 2014 (the “South Assets”) and it will later

take over certain refinery and associated assets located on the north side of the Elbe river (not later than 24

months from the taking over of the South Assets).

In relation to the Harburg assets Nynas has also entered into a long term agreement with Linde AG dated 13

December 2013 for the purchase of hydrogen, which will be needed in the production at the Harburg refinery.

Financing agreements in relation to the acquisition of the Harburg refinery and base oil manufacturing assets

The Issuer and, amongst others, Merchant Banking, Skandinaviska Enskilda Banken AB (publ) as the facility

agent, entered into an English law governed credit facilities agreement originally dated 30 November 2011, as

amended and restated from time to time (the “Credit Facilities Agreement”), pursuant to the terms of which a

loan facility in the amount of EUR 125,000,000 has been made available to the Issuer until 30 November 2016

(the “Capex Facility”). The Capex Facility was made available for the purpose, among others, of financing the

consideration for the acquisition of the Harburg refinery and base oil manufacturing assets and the capital

expenditure relating to such acquisition (as described in section “Material Contracts - Acquisition of the Harburg

refinery and base oil manufacturing assets “). The financial covenants of the Credit Facilities Agreement are also

applicable to the Capex Facility.

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 the Issuer 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.

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Recent events

The Group´s existing crude oil agreement with, amongst others, PDVSA Petróleo S.A., a subsidiary of Petróleos

de Venezuela S.A. was (pending final signatures) renegotiated and a new pricing agreement was reached during

the first quarter of 2014, which expires in November 2016.

On 9 September 2014, Nynas announced that it intends to close its Nynas NV Continental Europe bitumen

business early 2015, when the supply agreement with Vitol in the partner refinery in Antwerp (Belgium) expires.

The announcement came after Nynas had had problems with the profitability in the continental bitumen market

for many years and the improvement initiatives taken in recent years have not generated a sustainable and

profitable business case. Nynas’ bitumen business operated out of its other refineries and depots in the UK as

well as in Northern and Eastern Europe, is not affected.

Trend information

There has been no material adverse change in the prospects of the Issuer since 5 May 2014, being the date of

publication of the last audited financial information of the Issuer.

Significant changes since 31 December 2013

There have been no significant changes in the financial or trading position of the Group since 31 December

2013, being the end of the last financial period for which the last audited annual report of the Issuer have been

published.

Incorporation by references

The following information has been incorporated into this Prospectus by reference and should be read as part of

this Prospectus:

Annual Report for 2012 as regards the audited consolidated financial information and the

audit report on pages 38-83.

Annual Report for 2013 as regards the audited consolidated financial information and the

audit report on pages 47-103.

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.

The Issuer’s Annual Reports for 2012 and 2013 have been prepared in accordance with International Financial

Reporting Standards (“IFRS”) as adopted by the European Union and in accordance with the Swedish Annual

Report Act (årsredovisningslag (1995:1554)). With the exception of the Annual Reports, no information in this

Prospectus has been audited or reviewed by the Issuer’s auditor.

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;

the Issuer’s Annual Reports (including auditor’s report) for the financial years 2012 and 2013;

the Terms and Conditions; and

the Agent Agreement.

34(71)

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.


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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.

“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

36(71)

(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 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,

37(71)

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

(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.

38(71)

“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 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).

“Floating Rate Margin” means 7.50 percentage unit per annum.

“Force Majeure Event” has the meaning set forth in Clause 23.1.

“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.

39(71)

“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:

(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

40(71)

(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.

“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.

“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.

41(71)

“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 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.

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(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;

(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.

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“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 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 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).

“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:

(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;

44(71)

(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.

“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.

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“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;

(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

1.2.1 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;

46(71)

(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.

1.2.2 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.

1.2.3 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.

1.2.4 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.

1.2.5 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, 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

http://www.riksbank.se/

47(71)

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 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.

48(71)

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.

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

49(71)

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.

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)

8.3.1 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,

50(71)

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

but unpaid Interest.

8.3.2 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 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)

8.4.1 The Issuer may redeem all, but not some only, of the outstanding Notes at an amount per Note equal

to the Nominal Amount together with accrued but unpaid Interest on a date determined by the Issuer

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

8.4.2 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).

8.4.3 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)

8.5.1 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.

8.5.2 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.

8.5.3 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”).

8.5.4 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”). 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.

8.5.5 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

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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.

8.5.6 Any Notes repurchased by the Issuer pursuant to this Clause 8.5 may at the Issuer’s discretion be

retained, sold or cancelled.

8.5.7 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

9.1.1 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.

9.1.2 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.

9.1.3 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.

9.1.4 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).

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9.2 Information from the Agent

9.2.1 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.

9.2.2 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

9.3.1 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).

9.3.2 The latest versions of the Finance Documents shall be available to the Noteholders at the office of

the Agent during normal business hours.

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


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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;

(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

10.9.1 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.

10.9.2 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

10.10.1 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

(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:

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(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.

10.10.2 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 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

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(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.

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)

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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 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

13.1.1 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 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

57(71)

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”.

13.1.2 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

13.3.1 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.

13.3.2 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

13.4.1 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;

(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)).

13.4.2 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

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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.

13.7 Enforcement

13.7.1 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.

13.7.2 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.

13.7.3 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).

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13.7.4 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).

13.7.5 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).

13.7.6 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 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

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(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.

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

61(71)

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 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.

62(71)

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.

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.

63(71)

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 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.

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.

64(71)

18. APPOINTMENT AND REPLACEMENT OF THE AGENT

18.1 Appointment of Agent

18.1.1 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.

18.1.2 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.

18.1.3 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.

18.1.4 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.

18.1.5 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

18.2.1 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.

18.2.2 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.

18.2.3 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.

18.2.4 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.

18.2.5 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).

18.2.6 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.

65(71)

18.2.7 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.

18.2.8 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

18.3.1 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.

18.3.2 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.

18.3.3 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 reasonably practicable

to comply with the regulations or operating procedures of any recognised clearing or settlement

system used by the Agent for that purpose.

18.3.4 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.

18.3.5 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

18.4.1 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.

18.4.2 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.

18.4.3 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.

18.4.4 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

66(71)

Agent which shall be an independent financial institution or other reputable company which

regularly acts as agent under debt issuances.

18.4.5 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.

18.4.6 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.

18.4.7 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.

18.4.8 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 notice pursuant to Clause 18.2.8 before a Noteholder may take any action

referred to in Clause 20.1.

67(71)

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

22.1.1 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.

22.1.2 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 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.

22.1.3 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.

68(71)

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.

69(71)

We hereby certify that the above terms and conditions are binding upon ourselves.

Place:

Date: 24 June 2014

NYNAS AB (publ)

as Issuer

________________________ ________________________

Name: Name:

We hereby undertake to act in accordance with the above terms and conditions to the extent they refer to us.

Place:

Date: 24 June 2014

CORPNORDIC SWEDEN AB

as Agent

________________________ ________________________

Name: Name:

70(71)

ADDRESSES

The Issuer

Nynas AB (publ)

Postal address:

Visiting address:

Telephone:

www.nynas.com

P.O. Box 10700

121 29 Stockholm

Lindetorpsvägen, 7

+46 8 602 12 00

The Issuing Agent

Danske Bank A/S,

Danmark, Sverige Filial

Postal address:

Telephone:

www.danskebank.se

P.O. Box 7523

103 92 Stockholm

Sweden

+46 752 48 00 00

The Agent

CorpNordic Sweden AB

Postal address:

Telephone:

www.corpnordic.com

P.O. Box 162 85

103 25 Stockholm

Sweden

+46 8 402 72 00

Joint Bookrunners

Danske Bank A/S,

Danmark, Sverige Filial

Postal address:

Telephone:

www.danskebank.se

P.O. Box 7523

103 92 Stockholm

Sweden

+46 752 48 00 00

Skandinaviska Enskilda

Banken AB (publ)

Postal address:

Telephone:

www.seb.se

106 40 Stockholm

Sweden

+46 771 621 000

DNB Bank ASA, Sweden

Branch

Postal address:

Telephone:

www.dnb.se

105 88 Stockholm

Sweden

+46 8 473 41 00

Svenska Handelsbanken

AB (publ)

Postal address:

Telephone:

www.handelsbanken.se

106 70 Stockholm

Sweden

+46 8 701 10 00

Legal Advisor to the Issuer

Mannheimer Swartling

Advokatbyrå

Postal address:

Visiting address:

Telephone:

www.mannheimerswartling.se

P.O. Box 1711

111 87 Stockholm

Sweden

Norrlandsgatan 21

+46 8 595 060 00

71(71)

Legal Advisor to the Joint Bookrunners

Roschier Advokatbyrå

Postal address:

Visiting address:

Telephone:

www.roschier.com

P.O. Box 7358

103 90 Stockholm

Sweden

Blasieholmsgatan 4A

+46 8 553 190 00

Auditor to the Issuer

Ernst & Young AB

Postal address:

Visiting address:

Telephone:

www.ey.com/SE

P.O. Box 7850

103 99 Stockholm

Sweden

Jakobsbergsgatan 24

+46 8 520 590 00

www.nynas.com
