Terms and Conditions

Oatly Group AB (publ)

Up to SEK 2,700,000,000

Senior Secured Floating Rate Bonds 2025/2029

ISIN: SE0026141756

First Issue Date 30 September 2025

 

 

29 September 2025

 

 

 

SELLING RESTRICTIONS

Other than the registration of the Bonds under Swedish law, no action is being taken in any jurisdiction that would or is intended to permit a public offering of the Bonds or the possession, circulation or distribution of this document or any other material relating to the Issuer or the Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any applicable restrictions.

The Bonds have not been and will not be registered, and may be restricted, in Canada, Australia, Japan, or in any other country where the offering, sale and delivery of the Bonds may be restricted by law. Each Bondholder must inform itself about, and observe, any applicable restrictions to the transfer of material relating to the Issuer or the Bonds.

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and are subject to U.S. tax law requirements. The Bonds may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons except for "Qualified Institutional Buyers" (QIB) within the meaning of Rule 144A under the U.S. Securities Act.

 

PRIVACY NOTICE

The Issuer, the Security Agent, the Issuing Agent and the Agent may collect and process personal data relating to the Bondholders, the Bondholders' representatives or agents, and other persons nominated to act on behalf of the Bondholders pursuant to the Finance Documents (name, contact details and, when relevant, holding of Bonds). The personal data relating to the Bondholders is primarily collected from the registry kept by the CSD. The personal data relating to other persons is primarily collected directly from such persons.

The personal data collected will be processed by the Issuer, the Security Agent, the Issuing Agent and the Agent for the following purposes:

(a) to exercise their respective rights and fulfil their respective obligations under the Finance Documents;

(b) to manage the administration of the Bonds and payments under the Bonds;

(c) to enable the Bondholders' to exercise their rights under the Finance Documents; and

(d) to comply with their obligations under applicable laws and regulations.

The processing of personal data by the Issuer, the Security Agent, the Issuing Agent and the Agent in relation to paragraphs (a) - (c) above is based on their legitimate interest to exercise their respective rights and to fulfil their respective obligations under the Finance Documents. In relation to paragraph (d) above, the processing is based on the fact that such processing is necessary for compliance with a legal obligation incumbent on the Issuer, the Security Agent, the Issuing Agent or the Agent. Unless otherwise required or permitted by law, the personal data collected will not be kept longer than necessary given the purpose of the processing.

Personal data collected may be shared with third parties, such as the CSD, when necessary to fulfil the purpose for which such data is processed.

Subject to any legal preconditions, the applicability of which have to be assessed in each individual case, data subjects have the rights as follows. Data subjects have the right to get access to their personal data and may request the same in writing at the address of the Issuer, the Security Agent, the Issuing Agent and the Agent, respectively. In addition, data subjects have the right to (i) request that personal data is rectified or erased, (ii) object to specific processing, (iii) request that the processing be restricted and (iv) receive personal data provided by themselves in machine-readable format. Data subjects are also entitled to lodge complaints with the relevant supervisory authority if dissatisfied with the processing carried out.

The Issuer's, the Security Agent's, the Agent's and the Issuing Agent's addresses, and the contact details for their respective Data Protection Officers (if applicable), are found on their respective websites.

For the avoidance of doubt, this privacy notice does not constitute a part of the Terms and Conditions.

 

Table of Contents

1.	Definitions and Construction	1
2.	Status of the Bonds	21
3.	Use of Proceeds	22
4.	Conditions Precedent and Conditions Subsequent	22
5.	Bonds in Book-Entry Form	26
6.	Right to Act on Behalf of a Bondholder	27
7.	Payments in Respect of the Bonds	27
8.	Interest	28
9.	Redemption and Repurchase of the Bonds	29
10.	Transaction Security and Guarantees	32
11.	Information to Bondholders	33
12.	Financial Undertakings	35
13.	General Undertakings	37
14.	Events of Default and Acceleration of the Bonds	42
15.	Distribution of Proceeds	45
16.	Decisions by Bondholders	46
17.	Bondholders' Meeting	49
18.	Written Procedure	50
19.	Amendments and Waivers	51
20.	Replacement of Base Rate	52
21.	Appointment and Replacement of the Agent	56
22.	Appointment and Replacement of the CSD	60
23.	Appointment and Replacement of the Issuing Agent	60
24.	No Direct Actions by Bondholders	61
25.	Prescription	61
26.	Notices and Press Releases	62
27.	Force Majeure and Limitation of Liability	63

28.	Governing Law and Jurisdiction	64

1. Definitions and Construction1.1 Definitions

In these terms and conditions (the "Terms and Conditions"):

"Acceleration Event" means an Event of Default that is continuing and in relation to which the Agent has given notice of acceleration in accordance with the terms of the Finance Documents.

"Account Operator" means a bank or other party duly authorised to operate as an account operator pursuant to the Financial Instruments Accounts Act and through which a Bondholder has opened a Securities Account in respect of its Bonds.

"Accounting Principles" means, in relation to any Group Company incorporated in Sweden, IFRS or the accounting principles applicable to it in Sweden (including IFRS (if applicable)) and, in relation to any other Group Company, accounting principles, standards and practices in its jurisdiction of incorporation (including IFRS, if applicable).

"Adjusted Nominal Amount" means the Total Nominal Amount less the aggregate Nominal Amount of all Bonds owned by a Group Company or an Affiliate of any Group Company, irrespective of whether such Person is directly registered as owner of such Bonds.

"Advance Purchase Agreements" means (a) an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services in the normal course of business with credit periods which are not longer than 90 days after the supply of assets or services, or (b) any other trade credit incurred in the ordinary course of business where payment is due no more than 90 days after the date of trade.

"Affiliate" means any Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purpose of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agency Agreement" means the agency agreement entered into on or prior to the First Issue Date, between the Issuer and the Agent, or any replacement agency agreement entered into after the First Issue Date between the Issuer and an agent, regarding inter alia the remuneration payable to the Agent.

"Agent" means Nordic Trustee & Agency AB (publ), reg. no. 556882-1879, P.O. Box 7329, SE-103 90 Stockholm, Sweden or another party replacing it, as Agent, in accordance with these Terms and Conditions.

"Agreed Security and Guarantee Principles" means the agreed security and guarantee principles set out in the Intercreditor Agreement.

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

"Base Rate Administrator" means Swedish Financial Benchmark Facility AB (SFBF) in relation to STIBOR or any person replacing it as administrator of the Base Rate.

"Blackstone" means, individually or collectively, Blackstone Inc. and its Affiliates and any investment fund, co-investment vehicles and/or other similar vehicles or accounts, in each case managed or advised by Blackstone Inc. or one or more of its Affiliates, or any successors of any of the foregoing.

"Bond" means a debt instrument (Sw. skuldförbindelse) for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act and which are governed by and issued under these Terms and Conditions, including the Initial Bonds and any Subsequent Bonds.

"Bond Issue" means the Initial Bond Issue and any Subsequent Bond Issue.

"Bondholder" means the Person who is registered on a Securities Account as direct registered owner (Sw. ägare) or nominee (Sw. förvaltare) with respect to a Bond.

"Bondholders' Meeting" means a meeting among the Bondholders held in accordance with Clause 17 (Bondholders' Meeting).

"Bonds Listing Failure Event" means that:

(a) the Initial Bonds have not been admitted to trading on Nasdaq Transfer Market or another MTF within sixty (60) days after the First Issue Date (with an intention to complete such admission to trading within thirty (30) days after the First Issue Date); or

(b) any Subsequent Bonds have not been admitted to trading on either the corporate bond list of Nasdaq Stockholm, on Nasdaq Transfer Market or on another MTF within sixty (60) days after the issuance of such Subsequent Bonds (with an intention to complete such admission to trading within thirty (30) days after the issuance of such Subsequent Bonds).

"Business Day" means a day in Sweden other than a Sunday or other public holiday. Saturdays, Midsummer Eve (Sw. midsommarafton), Christmas Eve (Sw. julafton) and New Year's Eve (Sw. nyårsafton) shall for the purpose of this definition be deemed to be public holidays.

"Call Option Amount" mean the amount set out in Clause 9.3 (Voluntary total redemption (call option)), as applicable.

"Cash" means, at any time, cash in hand held by the Issuer or with a reputable bank credited to an account in the name of the Issuer and in each case to which the Issuer is beneficially and legally entitled and which is immediately available to be applied in repayment or prepayment of the Bonds or payment of interest (for the avoidance of doubt, not including e.g. any cash subject to a pledge or similar arrangement (excluding legal right to set-off) or any amount standing on client accounts).

"Cash Equivalent Investments" means, at any time, any short-term, highly liquid investments that are readily convertible to known amounts of cash that is immediately available to be applied in repayment or prepayment of the Bonds or payment of interest under the Bonds and which are subject to an immaterial risk of changes in value, in each case to which any Group Company is alone (or together with other Group Companies) beneficially and legally entitled at that time and which is not issued or guaranteed by any Group Company or subject to any Security.

"CEBA" means Cereal Base CEBA Aktiebolag (reg. no. 556482-2988).

"Change of Control Event" means the occurrence of an event or series of events whereby one or more Persons, other than a Relevant Shareholder (or an Affiliate of a Relevant Shareholder), acting together, acquire control over the Issuer and where "control" means (a) acquiring or controlling, directly or indirectly, more than 50 per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove all or a majority of the directors of the board of directors of the Issuer.

"Completion Date" means the date of disbursements of the Net Proceeds from the Proceeds Account for the purpose of refinancing the Refinancing Debt.

"Compliance Certificate" means a certificate to the Agent, in the agreed form between the Agent and the Issuer, signed by the Issuer, certifying (as applicable):

(a) that so far as it is aware no Event of Default is continuing or, if it is aware that an Event of Default is continuing, specifying the event and steps, if any, being taken to remedy it;

(b) if the Compliance Certificate is provided in connection with an Incurrence Test, that the Incurrence Test is met (including figures in respect of the relevant financial tests and the basis on which they have been calculated);

(c) if the Compliance Certificate is provided in connection with that a Financial Report is made available, that the Maintenance Covenant is met (including figures in respect of the Maintenance Covenant and the basis on which they have been calculated); and

(d) if the Compliance Certificate is provided in connection with that audited annual financial statements are made available, which Group Companies that constitute Material Group Companies.

"Convertible Notes" means the Issuer's 9.25% convertible senior PIK notes originally due 2028 in an aggregate original principal amount (excluding any PIK interest) of USD 335,000,000, including any replacement notes issued as part of any exchange and/or any notes issued for capitalized PIK interest and PIK interest accruing thereon.

"Convertible Notes Exchange Event" means the date on which the Issuer confirms to the Agent, by way of a certificate signed by an authorised signatory, that the aggregate amount of outstanding Convertible Notes (including any capitalized PIK interest) with a maturity date falling earlier than three (3) months after the Final Maturity Date equals USD 50,000,000 or less (for the avoidance of doubt, disregarding for such purposes any PIK interest accruing thereon after such date), whereby such outstanding Convertible Notes (including capitalized PIK interest and PIK interest accruing thereon) shall also be referred to as "Stub Convertible Notes" for the purpose of these Terms and Conditions.

"CSD" means the Issuer's central securities depository and registrar in respect of the Bonds, from time to time, initially Euroclear Sweden AB, Swedish Reg. No. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden.

"CSD Business Day" means a day on which the relevant CSD settlement system is open and the relevant Bond currency settlement system is open.

"Debt Incurrence Test" means the test that is set out in paragraph (a) of Clause 12.4 (Incurrence Test).

"Distribution Incurrence Test" means the test that is set out in paragraph (b) of Clause 12.4 (Incurrence Test).

"EBITDA" means, in respect of the Reference Period, the consolidated profit of the Group from ordinary activities according to the latest Financial Report(s):

(a) before deducting any items accounted for as financial expenses under the Accounting Principles whether paid, payable or capitalised by any Group Company (calculated on a consolidated basis);

(b) not including any items accounted for as financial income under the Accounting Principles whether paid or payable to or capitalised in favour of any Group Company (calculated on a consolidated basis);

(c) after adding back any non-cash amount attributable to the amortisation, depreciation or impairment of assets of Group Companies (and taking no account of the reversal of any previous impairment charge made in that Reference Period);

(d) before taking into account any extraordinary items which are not in line with the ordinary course of business provided that such items are not in excess of an amount equal to the higher of (i) USD 15,000,000 (or its equivalent in any other currencies) and (ii) ten (10) per cent. of EBITDA of the Group (as adjusted in accordance with Clause 12.6 (Calculation Adjustments)) in the Reference Period;

(e) excluding any restructuring and exit costs incurred by the Group, or any provision therefor, in the closure and discontinuance of (A) the production facility that was previously under construction in the Zhejiang Province in PRC and intended to be operated by Oatly Thousands of Island Co Ltd and/or (B) the production facility located in Senoko, Singapore and operated by Oatly Singapore Operations & Supply Pte Ltd in an aggregate amount not exceeding USD 35,000,000;

(f) excluding any fees, costs and expenses incurred by the Group relating to minimum order quantities imposed by suppliers to the Group in North America in an aggregate amount not exceeding USD 6,000,000;

(g) before taking into account any Transaction Costs;

(h) not including any accrued interest owing to any Group Company;

(i) before taking into account any unrealised gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis);

(j) before taking into account any non-cash gain or loss arising from an upward or downward revaluation of any other asset or on a disposal of any asset (not being a disposal made in the ordinary course of trading);

(k) after deducting the amount of any profit (or adding back the amount of any loss) of any Group Company which is attributable to minority interests;

(l) plus or minus the Group's share of the profits or losses of entities which are not part of the Group;

(m) before taking into account any pension items;

(n) after adding back (to the extent otherwise deducted) any provisions or costs relating to any share option or incentive schemes of the Group; and

(o) excluding the charge to profit represented by the expensing of stock options,

in each case to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation and in each case for that Reference Period and provided that any leasing liability or expense shall, for the purpose of determining EBITDA, be treated in accordance with the principles applied for Finance Leases at such time.

"Equity Delisting" means (i) the delisting of American Depository Shares representing shares in the Issuer ("ADSs") or shares in the Issuer (following a listing of such on a Regulated Market or a US National Exchange) from a Regulated Market or a US National Exchange (unless ADSs or shares (as applicable) in the Issuer are listed on another Regulated Market or a US National Exchange within five (5) Business Days from the relevant delisting) or (ii) trading in the ADSs or shares in the Issuer (as applicable) on the relevant Regulated Market or US National Exchange is suspended for a period of fifteen (15) consecutive Business Days (when that Regulated Market or US National Exchange is at the same time open for trading).

"Excluded Jurisdiction" means PRC.

"Existing RCF" means the revolving credit facility agreement originally dated 14 April 2021 (as amended, amended and restated, and/or supplemented from time to time, including pursuant to an amendment letter dated 11 February 2025) between, inter alios, the Issuer as Company and Original Guarantor, Oatly AB as Original Borrower and Original Guarantor, the financial institutions named therein as Original Lenders and Wilmington Trust (London) Limited as Agent and Security Agent (each as defined therein).

"Event of Default" means an event or circumstance specified in any of the Clauses 14.1 (Non-Payment) to and including Clause 14.10 (Continuation of the Business).

"Final Maturity Date" means the date falling four (4) years after the First Issue Date.

"Finance Documents" means:

(a) these Terms and Conditions;

(b) the Agency Agreement;

(c) the Proceeds Account Pledge Agreement;

(d) the Security Documents;

(e) the Guarantee and Adherence Agreement;

(f) the Intercreditor Agreement; and

(g) any other document designated to be a Finance Document by the Issuer and the Agent.

"Finance Leases" means any finance leases, to the extent the arrangement is or would have been treated as a finance or a capital lease in accordance with the Accounting Principles applicable to the Issuer on the First Issue Date (a lease which in the accounts of the Group is treated as an asset and a corresponding liability), and for the avoidance of doubt, any leases treated as operating leases under the Accounting Principles as applicable to the Issuer on the First Issue Date shall not, regardless of any subsequent changes or amendments of the Accounting Principles, be considered as a finance lease.

"Financial Indebtedness" means any indebtedness for or 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, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing;

(e) in connection with the purchase by any member of the Group of any business or assets, any post-closing payment adjustments, earn out, contingent payment or similar obligations to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing or is otherwise contingent on the happening (or not happening) of a certain event or events;

(f) 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); (g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability (but not, in any case, Trade Instruments) of an entity which is not a Group Company which liability would fall within one of the other paragraphs of this definition; and

(h) (without double counting) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a)-(g) above.

"Financial Instruments Accounts Act" means the Swedish Financial Instruments Accounts Act (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

"Financial Report" means the Group's annual audited financial statements or quarterly interim unaudited reports, which shall be prepared and made available according to Clauses 11.1(a)(i) and 11.1(a)(ii).

"First Call Date" means the date falling 24 months after the First Issue Date.

"First Issue Date" means 30 September 2025.

"Force Majeure Event" has the meaning set forth in Clause 27(a).

"Group" means the Issuer and each of its Subsidiaries from time to time and "Group Company" means any of them.

"Guarantee and Adherence Agreement" means the guarantee and adherence agreement pursuant to which the Guarantors shall, amongst other, (i) guarantee all amounts outstanding under the Finance Documents, including but not limited to the Bonds, plus accrued interests and expenses, (ii) agree to subordinate all subrogation claims, and (iii) undertake to adhere to the terms of the Finance Documents.

"Guarantees" means the guarantees provided by the Guarantors under the Guarantee and Adherence Agreement.

"Guarantors" means the Initial Guarantors, the Subsequent Guarantors and any Material Group Company.

"Incurrence Test" means each of the Debt Incurrence Test and the Distribution Incurrence Test.

"Initial Guarantors" means:

(a) the Issuer;

(b) CEBA;

(c) Oatly AB (reg. no. 556446-1043);

(d) Oatly Sweden Operations & Supply AB (reg. no. 559163-7680); (e) Oatly EMEA AB (reg.

no. 559163-7698); and

(f) Havrekärnan AB (reg. no. 556645-7213).

"Initial Nominal Amount" has the meaning set forth in Clause 2(c).

"Initial Bond Issue" means the issuance of the Initial Bonds.

"Initial Bonds" means the Bonds issued on the First Issue Date.

"Initial Transaction Security" means the initial Security provided for the Secured Obligations pursuant to the Security Documents, consisting of the following Security:

Member of the Group	Security Document
Oatly Group AB (publ)	Swedish law governed pledge agreement in respect of Material Intercompany Loans
	Swedish law governed bank account pledge agreement
	Swedish law governed pledge of shares held by the Issuer in CEBA
CEBA	Swedish law governed pledge agreement in respect of Material Intercompany Loans
	Swedish law governed bank account pledge agreement
	Swedish law governed pledge of shares held by CEBA in Oatly AB
Oatly AB	Swedish law governed pledge agreement in respect of Material Intercompany Loans
	Swedish law governed bank account pledge agreement
	Swedish law governed pledge of shares held by Oatly AB in Oatly EMEA AB
	Swedish law governed pledge of shares held by Oatly AB in Oatly Sweden Operations & Supply AB
	Swedish law governed pledge of shares held by Oatly AB in Havrekärnan AB
	Swedish law governed pledge of Material Intellectual Property
	Swedish law governed real business mortgage in respect of existing business mortgage certificates
Oatly Sweden Operations & Supply AB	Swedish law governed pledge agreement in respect of Material Intercompany Loans
	Swedish law governed bank account pledge agreement
	Swedish law governed real business mortgage in respect of existing business mortgage certificates
Oatly EMEA AB	Swedish law governed pledge agreement in respect of Material Intercompany Loans
	Swedish law governed bank account pledge agreement

	Swedish law real business mortgage in respect of existing business mortgage certificates
Havrekärnan AB	Swedish law governed pledge agreement in respect of Material Intercompany Loans
	Swedish law governed bank account pledge agreement
	Swedish law governed real property mortgage in respect of existing real property mortgage certificates

 

"Insolvent" means, in respect of a relevant Person, that it is deemed to be insolvent, within the meaning of Chapter 2, Sections 7-9 of the Swedish Bankruptcy Act (Sw. konkurslagen (1987:672)) (or its equivalent in any other jurisdiction), admits inability to pay its debts as they fall due, suspends making payments on any of its debts or by reason of actual financial difficulties commences negotiations with its creditors with a view to rescheduling any of its indebtedness (including company reorganisation under the Swedish Company Reorganisation Act (Sw. Lag (2022:964) om företagsrekonstruktion) (or its equivalent in any other jurisdiction)) or is subject to involuntary winding-up, dissolution or liquidation.

"Intercreditor Agreement" means the intercreditor agreement entered into between, amongst other, the Issuer, the super senior RCF creditors under the Super Senior RCF, the facility agent under the Super Senior RCF, certain hedging counterparties, the trustee under the Convertible Notes and/or direct holders of Convertible Notes and the Agent (representing the Bondholders).

"Interest" means the interest on the Bonds calculated in accordance with Clauses 8(a) to 8(c).

"Interest Payment Date" means 10 January, 10 April, 10 July, and 10 October each year. The first Interest Payment Date shall be 10 January 2026. The last Interest Payment Date shall be the Final Maturity Date (or such earlier date on which the Bonds are redeemed in full). To the extent any of the above dates is not a CSD Business Day, the first following day that is a CSD 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 CSD Business Day.

"Interest Period" means (i) 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 (ii) in respect of subsequent Interest Periods, the period from (but excluding) an Interest Payment Date to (and including) the next succeeding Interest Payment Date or, if earlier, the relevant Redemption Date.

"Interest Rate" means the Base Rate plus 7.00 per cent. per annum as adjusted by any application of Clause 20 (Replacement of Base Rate).

"Issuer" means Oatly Group AB (publ), a public limited liability company incorporated under the laws of Sweden with reg. no. 559081-1989.

"Issuing Agent" means Nordea Bank Abp, filial i Sverige, or another party replacing it, as Issuing Agent, in accordance with these Terms and Conditions and the CSD regulations.

"Joint Bookrunners" means the Sole Lead Manager and Coöperatieve Rabobank U.A.

"Leverage Ratio" means the ratio of Net Interest Bearing Debt to EBITDA.

"Maintenance Covenant" means the maintenance covenant set out in Clause 12.1 (Maintenance Covenant).

"Market Loan" means any loan or other indebtedness where an entity issues commercial paper, certificates, subordinated debentures, bonds or any other debt securities (including, for the avoidance of doubt, medium term note programmes and other market funding programmes), provided in each case that such instruments and securities are or can be subject to trade on any Regulated Market, MTF or other unregulated recognised market place.

"Material Adverse Effect" means a material adverse effect on:

(a) the business, financial condition or operations of the Group taken as a whole;

(b) the ability of the Obligors to comply with their payment obligations under the Finance Documents; or

(a) the validity or enforceability of the Finance Documents.

"Material Group Company" means, at any time:

(a) the Issuer; or

(b) any Group Company which is nominated as such by the Issuer in accordance with Clause 13.13 (Nomination of Material Group Companies).

"Material Intercompany Loan" means any intercompany loans (in each case excluding any receivables arising under any cash pooling, netting or set-off arrangements) provided by any Obligor to any other Obligor where:

(a) the term of the intercompany loan is at least 12 months (the term to be determined by the Issuer); and

(b) the principal amount thereof, when aggregated with all other intragroup loans with a term of at least 12 months between the same creditor and debtor, is at least in an amount of USD 1,000,000.

"MTF" means any multilateral trading facility as defined in the Markets in Financial Instruments Directive 2014/65/EU (MiFID II), as amended.

"Net Interest Bearing Debt" means the aggregate interest bearing Financial Indebtedness less Cash and Cash Equivalent Investments of the Group in accordance with the applicable Accounting Principles of the Group from time to time (for the avoidance of doubt, excluding any amounts in respect of undrawn letters of credit, bank guarantees, hedging obligations, capital stock, shares, Subordinated Debt, any claims subordinated pursuant to a subordination agreement on terms and conditions satisfactory to the Agent and interest bearing Financial Indebtedness borrowed from any Group Company).

"Net Proceeds" means the proceeds from a Bond Issue after deduction has been made for the Transaction Costs payable by the Issuer to the relevant bookrunner(s) and the Issuing Agent for the services provided in relation to the placement and issuance of the Bonds.

"Nominal Amount" means in respect of each Bond the Initial Nominal Amount, less the aggregate amount by which that Bond has been redeemed in part.

"Obligors" means the Issuer and each Guarantor.

"Permitted Debt" means any Financial Indebtedness:

(a) arising under the Bonds (other than Subsequent Bonds);

(b) arising under a Super Senior RCF in a principal amount not exceeding the higher of (i) SEK 1,250,000,000 (or the equivalent amount in any other currency) and (ii) one hundred (100) per cent. of EBITDA of the Group at any time;

(c) until the Completion Date, arising under;

(i) the Refinancing Debt; and

(ii) the Existing RCF and the Finance Documents (as defined in the Existing RCF);

(d) incurred under (i) the Convertible Notes subordinated in accordance with the Intercreditor Agreement, and (ii) following the occurrence of the Convertible Notes Exchange Event, the Stub Convertible Notes;

(e) incurred under any Subordinated Debt;

(f) to the extent covered by a letter of credit, guarantee or indemnity issued under the Super Senior RCF or any ancillary facility relating thereto;

(g) arising as a result of any trade credit received (including for the avoidance of doubt but not limited to any liability under any advance or deferred purchase agreement) by any Group Company from any of its trading partners in the ordinary course of its trading activities (on normal commercial terms);

(h) as a result of deferred payment arrangements, post-closing payment adjustments, earn out, contingent payment or similar obligations in relation to any transaction permitted by these Terms and Conditions provided that the aggregate amount of such deferred payment arrangements during the life of the Bonds does not exceed (i) USD 10,000,000 (or its equivalent in any other currencies) in any financial year and (ii) USD 20,000,000 (or its equivalent in any other currencies) in aggregate during the lifetime of the Bonds, unless such Financial Indebtedness is subordinated to the obligations of the Issuer under the Finance Documents and has a final maturity date or, when applicable, early redemption dates or instalment dates (including mandatory buy-backs of debt) which occur after the Final Maturity Date; (i) arising under any Super Senior Hedges;

(j) arising under any derivative transaction entered into:

(i) in connection with protection against or seeking to benefit from fluctuations in any rate or price which is a spot or forward delivery foreign exchange contract entered into in the ordinary course of business and not for speculative purposes;

(ii) for the hedging of actual or projected real exposures arising in the ordinary course of trading activities of a Group Company and not for speculative purposes; or

(iii) under or in connection with the Finance Documents;

(k) incurred as a result of any Group Company acquiring another entity, business or undertaking after the First Issue Date which already had incurred Financial Indebtedness but not incurred or increased or having its maturity date extended in contemplation of, or since that acquisition, provided that such Financial Indebtedness is:

(i) repaid in full within three (3) months of completion of such acquisition; or

(ii) refinanced in full within three (3) months of completion of such acquisition with the Issuer as the new borrower with Financial Indebtedness constituting Permitted Debt pursuant to any other paragraph in "Permitted Debt";

(l) of the Group under any guarantee issued by a Group Company in the ordinary course of business;

(m) incurred by a Group Company from another Group Company (including any cash pool arrangements);

(n) incurred by the Issuer if such Financial Indebtedness meets the Debt Incurrence Test tested pro forma including such incurrence, and

(i) is incurred as a result of a Subsequent Bond Issue; or

(ii) ranks pari passu with the obligations of the Issuer under the Finance Documents and has a final maturity date or, when applicable, early redemption dates or instalment dates (including mandatory buy-backs of debt) which occur after the Final Maturity Date; or

(iii) is subordinated to the obligations of the Issuer under the Finance Documents and has a final maturity date or, when applicable, early redemption dates or instalment dates (including mandatory buy-backs of debt) which occur after the Final Maturity Date; (o) in respect of export credit agency financing in an aggregate principal amount not to exceed the higher of (i) USD 10,000,000 (or its equivalent in any other currencies) and (ii) fifteen (15) per cent.

of EBITDA of the Group (as adjusted in accordance with Clause 12.6 (Calculation Adjustments));

(p) incurred under Finance Leases, provided that the aggregate capital value of all such items so financed or leased under outstanding Finance Leases by Group Companies does not exceed the higher of (i) USD 15,000,000 (or its equivalent in other currencies) and (ii) ten (10) per cent. of EBITDA of the Group (as adjusted in accordance with Clause 12.6 (Calculation Adjustments));

(q) incurred pursuant to any Finance Leases incurred under any rental leases for office premises and/or production facilities in the ordinary course of business;

(r) arising under any pension and tax liabilities in the ordinary course of business by any Group Company;

(s) incurred under any PRC Facilities in an aggregate principal amount not exceeding the higher of (i) USD 50,000,000 and (ii) ten (10) per cent. of EBITDA of the Group at any time;

(t) arising under any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability in the ordinary course of business of a Group Company;

(u) incurred in connection with the redemption of the Bonds in order to fully refinance the Bonds and provided further that such Financial Indebtedness is subject to an escrow arrangement up until the redemption of the Bonds (taking into account the rules and regulations of the CSD), for the purpose of securing, inter alia, the redemption of the Bonds; and

(v) if not permitted by any of paragraphs (a)-(u) above, the principal amount of which does not in aggregate at any time exceed the higher of (i) USD 10,000,000 (or its equivalent in other currencies) and (ii) ten (10) per cent. of EBITDA of the Group (as adjusted in accordance with Clause 12.6 (Calculation Adjustments)).

"Permitted Distribution Amount" means fifty (50) per cent. of the consolidated net profit (defined as profit / loss after taxes) of the Issuer for the previous financial year for which Financial Reports of the Issuer are available (for the avoidance of doubt, with no carry-forward).

"Permitted Merger" means a merger between Group Companies provided that:

(a) the transferee Group Company shall be or prior to completion of the relevant merger become a Guarantor if the transferor Group Company is a Guarantor;

(b) any transferor Group Company the shares of which are subject to the Transaction Security may only be merged with a transferee Group Company the shares of which are, or will prior to completion of the relevant merger be, subject to Security in favour of the Secured Parties; and (c) immediately following the merger the Transaction Security granted to the Secured Parties is the same or equivalent following the merger, except if such Transaction Security constitutes Security over intra-group loans granted between the Group Companies that are to be merged in which case the merger shall be permitted notwithstanding that such Transaction Security will not remain following the merger provided that the Agent (acting in its sole discretion) have given its consent thereto.

in each case provided that the conditions precedent which shall otherwise be delivered in connection with granting any Guarantees and/or Transactions Security have been delivered (on the terms and conditions as set out herein).

"Permitted Security" means any:

(a) Security provided under the Finance Documents and otherwise permitted pursuant to the Intercreditor Agreement (including, for the avoidance of doubt Transaction Security and any cash cover for any ancillary facility under any Super Senior RCF);

(b) Security up until the Completion Date, under (i) the Refinancing Debt and (ii) the Existing RCF;

(c) Security arising by operation of law or in the ordinary course of business (including under any bank account terms and conditions and collateral or retention of title arrangements in connection with Advance Purchase Agreements but, for the avoidance of doubt, not including guarantees or security in respect of any monies borrowed or raised);

(d) Security arising under any netting or set off arrangements under financial derivatives transactions or bank account arrangements, including any group cash pool arrangements;

(e) Security provided in relation to any lease agreement entered into by a Group Company in the ordinary course of business and on normal commercial terms;

(f) Security provided over any assets being subject to a Finance Lease, permitted pursuant to paragraph (p) of the definition of "Permitted Debt";

(g) Security subsisting as a result of any Group Company acquiring another entity after the First Issue Date which entity already had provided security for Financial Indebtedness permitted under paragraph (k) of the definition of "Permitted Debt", provided that such security is discharged and released in full upon the refinancing or repayment of such Financial Indebtedness as set out therein;

(h) Security affecting any asset acquired by any Group Company after the First Issue Date, provided that such security is discharged and released in full within 90 days of such acquisition;

(i) Security created for the benefit of the financing providers in relation to a refinancing of the Bonds in full, however provided always that any perfection requirements in relation thereto are satisfied after repayment of the Bonds in full (other than with respect to an escrow account (if applicable) which may be perfected in connection with the incurrence of such debt);

(j) Security provided for any guarantees issued by a Group Company in the ordinary course of business;

(k) Security provided by or over a Group Company to secure any Permitted Debt referred to in paragraphs (b), (c), (i) and (n) of the definition "Permitted Debt";

(l) Security arising as a result of legal proceedings being contested in good faith and which is discharged within 30 days of such Security first arising;

(m) Security in respect of Financial Indebtedness under export credit agency backed loans permitted pursuant to paragraph (o) of the definition of "Permitted Debt" provided that such Security is over the asset(s) to which such export credit agency backed loan relates;

(n) Security created in relation to any working capital facilities permitted under paragraph (s) of the definition of Permitted Debt; and

(o) if not permitted by any of paragraphs (a)-(n) above, Security which does not at any time secure indebtedness, the principal amount of which in aggregate exceeds the higher of (i) USD 10,000,000 (or its equivalent in other currencies) and (ii) ten (10) per cent. of EBITDA of the Group (as adjusted in accordance with Clause 12.6 (Calculation Adjustments)).

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organisation, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality.

"PRC" means the people's republic of China.

"PRC Facilities" means local lines of credit or working capital facilities incurred by members of the Group organised in PRC and that are not guaranteed by any Group Company outside PRC or secured by the assets of any Group Company organized outside PRC.

"Proceeds Account" means a bank account of the Issuer, into which the Net Proceeds will be transferred and which has been pledged in favour of the Agent and the Bondholders (represented by the Agent) under the Proceeds Account Pledge Agreement.

"Proceeds Account Pledge Agreement" means the pledge agreement entered into between the Issuer and the Agent on or prior to the First Issue Date in respect of a first priority pledge over the Proceeds Account and all funds held on the Proceeds Account from time to time, granted in favour of the Agent and the Bondholders (represented by the Agent).

"Quotation Day" means, in relation to (i) an Interest Period for which an Interest Rate is to be determined, two (2) CSD Business Days before the immediately preceding Interest Payment Date (or in respect of the first Interest Period, two (2) CSD Business Days before the First Issue Date), or (ii) any other period for which an Interest Rate is to be determined, two (2) CSD Business Days before the first day of that period.

"Record Date" means the fifth (5) CSD Business Day prior to (i) an Interest Payment Date, (ii) a Redemption Date, (iii) a date on which a payment to the Bondholders is to be made under Clause 15 (Distribution of Proceeds), (iv) the date of a Bondholders' Meeting, or (v) another relevant date, or in each case such other CSD 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 Bonds are to be redeemed or repurchased in accordance with Clause 9 (Redemption and Repurchase of the Bonds).

"Reference Date" means 31 March, 30 June, 30 September and 31 December in each year for as long as any Bonds are outstanding.

"Reference Period" means each period of 12 consecutive calendar months.

"Refinancing Debt" means the financing arrangements arising under the credit agreement originally dated 18 April 2023 (as amended, amended and restated, and/or supplemented from time to time, including pursuant to amendment no. 5 dated 11 February 2025) between, inter alios, the Issuer as Parent, Oatly AB as Swedish Borrower and the Lenders party thereto (each as defined therein).

"Regulated Market" means any regulated market as defined in the Markets in Financial Instruments Directive 2014/65/EU (MiFID II), as amended.

"Relevant Shareholders" means Nativus Company Limited, Verlinvest S.A., China Resources Company Limited, China Resources Inc. and Blackstone.

"Restricted Payment" has the meaning set forth in Clause 13.2(a).

"Secured Obligations" shall have the meaning given to such term in the Intercreditor Agreement.

"Secured Parties" shall have the meaning given to such term in the Intercreditor Agreement.

"Securities Account" means the account for dematerialised securities (Sw. avstämningsregister) maintained by the CSD pursuant to the Financial Instruments Accounts Act in which (i) an owner of such security is directly registered or (ii) an owner's holding of securities is registered in the name of a nominee.

"Security" means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any Person, or any other agreement or arrangement having a similar effect.

"Security Agent" means the security agent appointed by the Secured Parties pursuant to the Intercreditor Agreement, holding the Transaction Security on behalf of the Secured Parties, initially being Nordic Trustee & Agency AB (publ), reg. no. 556882-1879.

"Security Documents" means the security documents pursuant to which the Transaction Security is created and any other document designated as a Security Document by the Issuer and the Security Agent.

"Subordinated Debt" means any loan made to the Issuer as debtor, if such loan:

(a) according to the Intercreditor Agreement or a subordination agreement on terms and conditions satisfactory to the Agent is subordinated to the obligations of the Issuer under the Finance Documents;

(b) according to its terms yield only payment-in-kind interest and/or, in relation to the Convertible Notes, cash interest that is payable after the Final Maturity Date;

(c) according to its terms has a final redemption date or, when applicable, mandatory early redemption dates or instalment dates (including mandatory buy-backs of debt) which occur (i) after the Final Maturity Date (unless a Restricted Payment is permitted under the Finance Documents) or (ii) in relation to the Convertible Notes, up until the occurrence of the Convertible Notes Exchange Event, 14 June 2028; and

(d) according to its terms, or otherwise by limitation of the Intercreditor Agreement, yield only payment-in-kind interest and/or cash interest that is payable after (i) the Final Maturity Date or (ii) in relation to the Convertible Notes, up until the occurrence of the Convertible Notes Exchange Event, 14 June 2028.

"Sole Lead Manager" means Nordea Bank Abp.

"STIBOR" means:

(a) the Stockholm interbank offered rate (STIBOR) administered by the Base Rate Administrator for the offering of deposits in Swedish Kronor and for a period equal to the relevant Interest Period, as displayed on page STIBOR= of the LSEG screen (or through such other system or on such other page as replaces the said system or page) as of or around 11.00 a.m. on the Quotation Day;

(b) if no rate as described in paragraph (a) above is available for the relevant Interest Period, the rate determined by the Issuing Agent by linear interpolation between the two closest rates for STIBOR fixing, as displayed on page STIBOR= of the LSEG screen (or any replacement thereof) as of or around 11.00 a.m. on the Quotation Day for the offering of deposits in Swedish Kronor;

(c) if no rate as described in paragraph (a) or (b) above is available for the relevant Interest Period, the arithmetic mean of the Stockholm interbank offered rates (rounded upwards to four decimal places) as supplied to the Issuing Agent at its request quoted by leading banks in the Stockholm interbank market reasonably selected by the Issuing Agent, for deposits of SEK 100,000,000 for the relevant period; or

(d) if no rate as described in paragraph (a) or (b) above is available for the relevant Interest Period and no quotation is available pursuant to paragraph (c) above, 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 Bond Issue" has the meaning set forth in Clause 2(f).

"Subsequent Bonds" means any Bonds issued after the First Issue Date on one or more occasions.

"Subsequent Guarantors" means:

(a) Oatly UK Limited (reg. no. 08038012);

(b) Oatly Inc. (reg. no. 5942229);

(c) Oatly US Inc. (reg. no. 7713489);

(d) Oatly US Operations & Supply Inc. (reg. no. 7331326);

(e) Oatly Germany GmbH (HRB 193208 B);

(f) Oatly Netherlands Operations & Supply B.V. (reg. no. 73642754); and

(g) Oatly Netherlands B.V. (reg. no. 73642746).

"Subsequent Transaction Security" means the subsequent Security provided for the Secured Obligations pursuant to the Security Documents, consisting of the following Security:

Member of the Group	Security Document
Oatly AB	New York law governed trademark security agreement
	New York law governed patent security agreement
	English law governed charge in respect of Material Intellectual Property
	Dutch law governed pledge in respect of Material Intellectual Property
	New York law governed pledge of shares held by Oatly AB in Oatly Inc.
	English law governed share charge of shared held by Oatly AB in Oatly UK Limited
	German law governed pledge of shares held by Oatly AB in Oatly Germany GmbH
	Dutch law governed deed of pledge of shares held by in Oatly Netherlands B.V.
	Dutch law governed deed of pledge of shares held by Oatly AB in Oatly Netherlands Operations & Supply B.V.

Oatly UK Limited	English law governed debenture
Oatly Inc.	New York law governed collateral agreement
Oatly US Inc.	New York law governed collateral agreement
Oatly US Operations & Supply Inc.	New York law governed collateral agreement
	New Jersey law governed mortgage in respect of the Millville real property
Oatly Netherlands Operations & Supply B.V.	Dutch law governed security agreement
Oatly Netherlands B.V.	Dutch law governed security agreement

 

"Subsidiary" means, in respect of which such Person, directly or indirectly:

(a) owns shares or ownership rights representing more than fifty (50) per cent. of the total number of votes held by the owners;

(b) otherwise controls more than fifty (50) per cent. of the total number of votes held by the owners; or

(c) has the power to appoint and remove all, or the majority of, the members of the board of directors or other governing body.

"Super Senior Debt" has the meaning given thereto in the Intercreditor Agreement.

"Super Senior Hedges" means hedging transactions entered into by a Group Company in respect of payments to be made under the Bonds or for hedging exposures (including hedging exposures in relation to fluctuation in currency rates) arising in the ordinary course of business, but not for speculative or investment purposes, to the extent the hedging counterparty has acceded to the Intercreditor Agreement.

"Super Senior RCF" has the meaning given thereto in the Intercreditor Agreement.

"Swedish Companies Act" means the Swedish Companies Act (Sw. Aktiebolagslag (2005:551)).

"Swedish Kronor" and "SEK" means the lawful currency of Sweden.

"Total Nominal Amount" means the total aggregate Nominal Amount of the Bonds outstanding at the relevant time.

"Trade Instruments" means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any Group Company arising in the ordinary course of trading of that Group Company.

"Transaction Costs" means all fees, costs and expenses and stamp, transfer, registration, notarial and other taxes incurred by any Group Company directly or indirectly in connection with the Finance Documents, any Super Senior Debt, any Subordinated Debt, the Convertible Notes, any Bond Issue, the admission to trading of any Bonds, any actual or aborted acquisition and/or disposal, the refinancing of the Refinancing Debt and any hedging costs incurred by way of one-off payments incurred in implementing any hedging strategy.

"Transaction Security" means the Security provided for the Secured Obligations pursuant to the Security Documents, initially being the Initial Transaction Security and subsequently the Subsequent Transaction Security.

"US National Exchange" means a national securities exchange registered with the United States Securities and Exchange Commission.

"Written Procedure" means the written or electronic procedure for decision making among the Bondholders in accordance with Clause 18 (Written Procedure).

1.2 Construction

(a) Unless a contrary indication appears, any reference in these Terms and Conditions to:

(i) "assets" includes present and future properties, revenues and rights of every description;

(ii) any agreement or instrument is a reference to that agreement or instrument as supplemented, amended, novated, extended, restated or replaced from time to time;

(iii) a "regulation" includes any regulation, rule or official directive (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency or department;

(iv) an Event of Default is continuing if it has not been remedied or waived;

(v) a provision of law is a reference to that provision as amended or re-enacted; and

(vi) a time of day is a reference to Stockholm time.

(b) 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 (Sw. Riksbanken) on its website (www.riksbank.se). If no such rate is available, the most recently published rate shall be used instead.

(c) 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.

(d) No delay or omission of the Agent, the Security Agent or of any Bondholder to exercise any right or remedy under the Finance Documents shall impair or operate as a waiver of any such right or remedy.

(e) The privacy notice and any other information contained in this document before the table of contents section do not form part of these Terms and Conditions and may be updated without the consent of the Bondholders and the Agent.

2. Status of the Bonds

(a) The Bonds are denominated in Swedish Kronor and each Bond is constituted by these Terms and Conditions. The Issuer undertakes to make payments in relation to the Bonds and to comply with these Terms and Conditions.

(b) By subscribing for Bonds, each initial Bondholder agrees that the Bonds shall benefit from and be subject to the Finance Documents and by acquiring Bonds, each subsequent Bondholder confirms such agreement.

(c) The initial nominal amount of each Initial Bond is SEK 1,250,000 (the "Initial Nominal Amount"). The Total Nominal Amount of the Initial Bonds on the First Issue Date is SEK 1,700,000,000. All Initial Bonds are issued on a fully paid basis at an issue price of 100 per cent. of the Initial Nominal Amount.

(d) The minimum permissible investment in a Bond Issue is SEK 1,250,000.

(e) The ISIN of the Bonds is SE0026141756.

(f) Provided that the Debt Incurrence Test is met (calculated pro forma including the Subsequent Bond Issue) and no Event of Default is continuing or would result from such issue, the Issuer may, on one or several occasions after the First Issue Date, issue Subsequent Bonds (each such issue, a "Subsequent Bond Issue"). Subsequent Bonds 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 Date applicable to the Initial Bonds shall apply to Subsequent Bonds. The price of the Subsequent Bonds may be set at a discount, at par or at a premium compared to the Nominal Amount. The maximum Total Nominal Amount of the Bonds (the Initial Bonds and all Subsequent Bonds) may not exceed SEK 2,700,000,000 unless a consent from the Bondholders is obtained in accordance with Clause 16(f)(i). Each Subsequent Bond shall entitle its holder to Interest in accordance with Clause 8(a), and otherwise have the same rights as the Initial Bonds.

(g) Subject to the Intercreditor Agreement, the Bonds constitute direct, general, unconditional, unsubordinated and secured obligations of the Issuer and shall at all times rank (i) without any preference among them and (ii) at least pari passu with all direct, unconditional, unsubordinated and unsecured obligations of the Issuer, except (A) those obligations which are mandatorily preferred by law and (B) the super senior ranking of the Super Senior Debt.

(h) The Bonds are freely transferable but the Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable, under local laws to which a Bondholder may be subject. Neither the Issuer nor the Agent shall be responsible to ensure compliance with such laws and each Bondholder must ensure compliance with such restrictions at its own cost and expense.

(i) No action is being taken in any jurisdiction that would or is intended to permit a public offering of the Bonds or the possession, circulation or distribution of any document or other material relating to the Issuer or the Bonds in any jurisdiction other than Sweden, where action for that purpose is required. Each Bondholder must inform itself about, and observe, any applicable restrictions to the transfer of material relating to the Issuer or the Bonds. 3. Use of Proceeds (a) The proceeds from the Initial Bond Issue shall be used to: (i) refinance the Refinancing Debt; (ii) finance the cash repurchase of Convertible Notes in part in a maximum aggregate amount of USD 27,500,000; (iii) finance general corporate purposes; and (iv) finance Transaction Costs. (b) The proceeds from any Subsequent Bond Issue shall be used to: (i) finance general corporate purposes, including investments and acquisitions; (ii) finance the repurchase of Stub Convertible Notes; and (iii) finance Transaction Costs. 4. Conditions Precedent and Conditions Subsequent4.1 Conditions Precedent for Initial Bond Issue (a) The payment of the Net Proceeds from the Initial Bond Issue to the Proceeds Account is subject to the Agent having received the following documents and evidences: (i) copies of constitutional documents of the Issuer; (ii) copy of the board resolutions (including authorisations) from the Issuer; (iii) a duly executed copy of these Terms and Conditions; (iv) a duly executed copy of the Agency Agreement; and (v) a duly executed copy of the Proceeds Account Pledge Agreement and evidence (in the form of a signed notice) that the security interests

thereunder have been duly perfected in accordance with the terms thereof.

(b) On the First Issue Date, provided that the conditions precedent set out under paragraph (a) above have been received by the Agent or waived, the Agent shall instruct the Issuing Agent to transfer the Net Proceeds to the Proceeds Account.

4.2 Conditions Precedent for Refinancing Debt Disbursement

(a) For the purpose of disbursing Net Proceeds from the Proceeds Account to be applied towards purposes in accordance with paragraphs (a)(i), (a)(iii) and (a)(iv) of Clause 3 (Use of Proceeds), the Issuer shall provide, or procure the provision of, to the Agent:

(i) constitutional documents and board resolutions (approving the relevant Finance Documents and authorising a signatory/-ies to execute the Finance Documents) for the Issuer and each other party to a Finance Document specified under this Section (other than the Agent), together constituting evidence that the Finance Documents specified under this paragraph (a) have been duly executed;

(ii) the Intercreditor Agreement, duly executed by the relevant parties thereto and binding the holders of the Convertible Notes;

(iii) the Guarantee and Adherence Agreement, duly executed by the Initial Guarantors and the Agent;

(iv) the Security Documents with respect to the Initial Transaction Security duly executed by the parties thereto and evidence that the security interests thereunder have been, or will be immediately following disbursement, duly perfected and that all documents, required to be delivered thereunder, have been or will be delivered, in accordance with the terms of the relevant Security Document;

(v) evidence by way of an executed prepayment and cancellation notice and a funds flow statement (the "Funds Flow") that the Refinancing Debt will be repaid and cancelled in full in connection with disbursement of the Net Proceeds from the Proceeds Account;

(vi) evidence by way of a release letter that the security and guarantees existing in favour of the Refinancing Debt will be released and discharged upon repayment of the Refinancing Debt;

(vii) an agreed form Compliance Certificate;

(viii) legal opinion(s) on the capacity and due execution, in respect of any non-Swedish Group Company being party to a Finance Document issued by a reputable law firm; and

(ix) legal opinion(s) on the validity and enforceability of any Finance Document not governed by Swedish law issued by a reputable law firm.

(b) When the conditions precedent for disbursement set out in Clause 4.2(a) have been received by the Agent, the Agent shall promptly instruct the bank (with which the Issuer holds the Proceeds Account) to transfer the funds, save for any amount for repurchase of Convertible Notes in accordance with paragraph (a)(ii) of Clause 3 (Use of Proceeds), in accordance with the Funds Flow.

(c) If the conditions precedent for the initial disbursement set out in Clause 4.2(a) have not been received by or waived by the Agent within sixty (60) days from the First Issue Date, the Issuer shall repurchase all Bonds at a price equal to 101 per cent. of the Initial Nominal Amount together with any accrued Interest. Any funds distributed by the Agent to the Bondholders in accordance with the Proceeds Account Pledge Agreement shall be deemed to be paid by the Issuer for the redemption under this Clause 4.2(c). Any shortfall shall be covered by the Issuer. The repurchase date shall fall no later than thirty (30) Business Days after the ending of the sixty (60) days period referred to above.

4.3 Conditions Precedent for Convertible Notes Disbursement

(a) For the purpose of disbursing Net Proceeds from the Proceeds Account to be applied towards purposes in accordance with paragraph (a)(ii) of Clause 3 (Use of Proceeds) (on one or several occasions, and in a maximum aggregate cash amount of USD 27,500,000), the Issuer shall provide, or procure the provision of, to the Agent:

(i) if the Issuer has not yet satisfied each condition precedent specified in Clause 4.2 (Conditions Precedent for Refinancing Debt Disbursement):

(A) a copy of a duly executed irrevocable and unconditional prepayment and cancellation notice with respect to the Refinancing Debt and a duly executed irrevocable release letter with respect to the transaction security and guarantees granted in respect of the Refinancing Debt; and

(B) the Intercreditor Agreement, duly executed and binding at least the Agent, each Group Company required to be party thereto and the holders of the Convertible Notes;

(ii) copy of a duly executed repurchase agreement with respect to the relevant Convertible Notes subject to the repurchase and relevant disbursement;

(iii) a certificate confirming that all closing conditions for the cash repurchase of the relevant Convertible Notes (other than (A) the receipt of the funds standing on the Proceeds Account, and (B) the Issuer's simultaneous delivery of relevant American Depository Shares representing shares in the Issuer) have been satisfied or waived and that the cash repurchase will be consummated immediately upon disbursement of the remaining funds from the Proceeds Account; and (iv) evidence that the cash repurchase of the relevant Convertible Notes will be effected immediately following the disbursement from the Proceeds Account by way of a funds flow.

(b) When the conditions precedent for disbursement set out in Clause 4.3(a) have been received by the Agent, the Agent shall promptly instruct the bank (with which the Issuer holds the Proceeds Account) to transfer the funds standing on the Proceeds Account in an amount necessary for the purpose of repurchasing the relevant Convertible Notes in accordance with the payment instructions provided by the Issuer.

(c) Provided that the disbursement has been made in accordance with Clause 4.2 (Conditions Precedent for Refinancing Debt Disbursement), if the remaining balance on the Proceeds Account, following transfer of funds in accordance with this Clause 4.3, would be less than SEK 5,000,000, such remaining balance shall be transferred to the Issuer in accordance with its instructions. When the balance on the Proceeds Account has been reduced to zero, the Agent shall release the pledge over the Proceeds Account.

(d) If the conditions precedent for the disbursement set out in Clause 4.3(a) have not been received by or waived by the Agent within 60 days from the First Issue Date, the Issuer shall use the remaining funds on the Proceeds Account to partially redeem all Bonds pro rata at a price equal to 101 per cent. of the Initial Nominal Amount together with any accrued Interest. The funds on the Proceeds Account shall in such case be applied to redeem the Bonds on behalf of the Issuer. The partial redemption date shall fall on the first Interest Payment Date following the ending of the 60 days period referred to above.

4.4 Conditions Subsequent

The Issuer shall no later than 60 days following the first disbursement of the Net Proceeds from the Proceeds Account provide the Agent with the following:

(a) constitutional documents and corporate resolutions (approving the relevant Finance Documents and authorising a signatory/-ies to execute the Finance Documents) for the Issuer and each other party to a Finance Document specified under this Clause 4.4 (other than the Agent), together constituting evidence that the Finance Documents specified under this Clause 4.4 have been duly executed;

(b) accession letters to the Intercreditor Agreement, duly executed by the relevant Group Companies which are to be parties thereto;

(c) accession letters to the Guarantee and Adherence Agreement with respect to each Subsequent Guarantor, duly executed by the relevant Group Companies which are to be parties thereto;

(d) the Security Documents with respect to the Subsequent Transaction Security duly executed by the parties thereto and evidence that the security interests thereunder have been, or will be immediately following disbursement, duly perfected and that all documents, required to be delivered thereunder, have been or will be delivered, in accordance with the terms of the relevant Security Document; (e) legal opinion(s) on the capacity and due execution, in respect of any non-Swedish Group Company being party to a Finance Document issued by a reputable law firm; and (f) legal opinion(s) on the validity and enforceability of any Finance Document not governed by Swedish law issued by a reputable law firm.

4.5 Miscellaneous (a) The Agent may assume that the documentation and evidence delivered to it pursuant to this Clause 4 is accurate, legally valid, enforceable, correct, true and complete unless it has actual knowledge to the contrary and the Agent does not have to verify or assess the contents of any such documentation. The Agent does not have any obligation to review the documentation and evidence referred to in Clause 4 from a legal or commercial perspective of the Bondholders. (b) Notwithstanding anything to the contrary herein, the security granted over the Proceeds Account shall not be released until all conditions precedent pursuant to Clause 4.1 (Conditions Precedent for Initial Bond Issue), 4.2 (Conditions Precedent for Refinancing Debt Disbursement) and Clause 4.3 (Conditions Precedent for Convertible Notes Disbursement) have been received by or waived by the Agent. 5. Bonds in Book-Entry Form (a) The Bonds will be registered for the Bondholders on their respective Securities Accounts and no physical notes will be issued. Accordingly, the Bonds will be registered in accordance with the Financial Instruments Accounts Act. Registration requests relating to the Bonds shall be directed to an Account Operator. (b) Those who according to assignment, Security, the provisions of the Swedish Children and Parents Code (Sw. föräldrabalken (1949:381)), conditions of will or deed of gift or otherwise have acquired a right to receive payments in respect of a Bond shall register their entitlements to receive payment in accordance with the Financial Instruments Accounts Act. (c) The Issuer (and the Agent when permitted under the CSD's applicable regulations) shall be entitled to obtain information from the debt register (Sw. skuldbok) kept by the CSD in respect of the Bonds. At the request of the Agent, the Issuer shall promptly obtain such information and provide it to the Agent. (d) For the purpose of or in connection with any Bondholders' 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 Bonds.

(e) 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 Bonds. The Issuer may not revoke any such power of attorney unless directed by the Agent or unless consent thereto is given by the Bondholders.

6. Right to Act on Behalf of a Bondholder

(a) If any Person other than a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain a power of attorney or other proof of authorisation from the Bondholder or a successive, coherent chain of powers of attorney or proofs of authorisation starting with the Bondholder and authorising such Person.

(b) A Bondholder may issue one or several powers of attorney or other authorisation to third parties to represent it in relation to some or all of the Bonds held by it. Any such representative may act independently under the Finance Documents in relation to the Bonds for which such representative is entitled to represent the Bondholder and may further delegate its right to represent the Bondholder by way of a further power of attorney.

(c) The Agent shall only have to examine the face of a power of attorney or other proof of authorisation that has been provided to it pursuant to Clause 6(b) 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.

(d) These Terms and Conditions shall not affect the relationship between a Bondholder who is the nominee (Sw. förvaltare) with respect to a Bond and the owner of such Bond, and it is the responsibility of such nominee to observe and comply with any restrictions that may apply to it in this capacity.

7. Payments in Respect of the Bonds

(a) Any payment or repayment under the Finance Documents, or any amount due in respect of a repurchase of any Bonds, shall be made to such Person who is registered as a Bondholder 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.

(b) Provided that a Bondholder has registered an income account (Sw. avkastningskonto) for the relevant Securities Account on the applicable Record Date, the CSD shall procure that principal, interest and other payments under the Bonds are deposited to such income account on the relevant payment date. If an income account has not been registered on the Record Date for the payment, no payment will be effected by the CSD to such Bondholder. The outstanding amount will instead be held by the Issuer until the person that was registered as a Bondholder on the relevant Record Date has made a valid request for such amount.

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 Bondholders on the relevant Record Date as soon as possible after such obstacle has been removed.

(c) 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 without any default interest in accordance with Clause 8(d) during such postponement.

(d) If payment or repayment is made in accordance with this Clause 7, the Issuer and the CSD shall be deemed to have fulfilled their obligation to pay, irrespective of whether such payment was made to a Person not entitled to receive such amount (unless the Issuer has actual knowledge of the fact that the payment was made to the wrong person).

(e) The Issuer is not liable to gross-up any payments under the Finance Documents by virtue of any withholding tax, public levy or the similar.

8. Interest

(a) Each Initial Bond carries Interest at the Interest Rate applied to the Nominal Amount from (but excluding) the First Issue Date up to (and including) the relevant Redemption Date. Any Subsequent Bond will carry Interest at the Interest Rate applied to the Nominal Amount from (but excluding) the Interest Payment Date falling immediately prior to its issuance (or the First Issue Date if there is no such Interest Payment Date) up to (and including) the relevant Redemption Date.

(b) Interest accrues during an Interest Period. Payment of Interest in respect of the Bonds shall be made to the Bondholders on each Interest Payment Date for the preceding Interest Period.

(c) 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).

(d) If the Issuer fails to pay any amount payable by it under the Finance Documents 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) percentage points 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, the Issuing Agent or the CSD, in which case the Interest Rate shall apply instead.

9. Redemption and Repurchase of the Bonds9.1 Redemption at maturity

The Issuer shall redeem all, but not only some, of the outstanding Bonds in full on the Final Maturity Date with an amount per Bond equal to 100 per cent. of the Nominal Amount together with accrued but unpaid Interest. If the Final Maturity Date is not a CSD Business Day, then the redemption shall occur on the first following CSD Business Day.

9.2 Issuer's purchase of Bonds

Each Group Company may, subject to applicable law, at any time and at any price purchase Bonds on the market or in any other way. Any Bonds held by a Group Company may at such Group Company's discretion be retained or sold but not cancelled (other than in connection with a redemption or repurchase of the Bonds in full).

9.3 Voluntary total redemption (call option)

(a) The Issuer may redeem all, but not only some, of the outstanding Bonds in full:

(i) any time from and including the First Issue Date to, but excluding, the First Call Date at an amount per Bond equal to the present value of the sum of (A) 104.5595 per cent. of the Nominal Amount and (B) the remaining interest payments, calculated in accordance with Clause 9.3(c), up to but excluding the First Call Date together with accrued but unpaid Interest;

(ii) any time from and including the First Call Date to, but excluding, the date falling 30 months after the First Issue Date at an amount per Bond equal to 104.5595 per cent. of the Nominal Amount, together with accrued but unpaid Interest;

(iii) any time from and including the date falling 30 months after the First Issue Date to, but excluding, the date falling 36 months after the First Issue Date at an amount per Bond equal to 103.1917 per cent. of the Nominal Amount, together with accrued but unpaid Interest;

(iv) any time from and including the date falling 36 months after the First Issue Date to, but excluding, the date falling 42 months after the First Issue Date at an amount per Bond equal to 102.2798 per cent. of the Nominal Amount, together with accrued but unpaid Interest;

(v) any time from and including the date falling 42 months after the First Issue Date to, but excluding, the date falling 45 months after the First Issue Date at an amount per Bond equal to 100.9119 per cent. of the Nominal Amount, together with accrued but unpaid Interest; and

(vi) any time from and including the date falling 45 months after the First Issue Date to, but excluding, the date Final Maturity Date at an amount per Bond equal to 100 per cent.

of the Nominal Amount, together with accrued but unpaid Interest.

(b) Redemption in accordance with Clause 9.3(a) shall be made by the Issuer giving not less than fifteen (15) Business Days' notice to the Bondholders and the Agent. The notice shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Bondholder to receive the amounts due on such Redemption Date. 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 Bonds in full at the applicable amounts.

(c) For the purpose of calculating the present value referred to in Clause 9.3(a)(i) above a discount rate of 2.5152 per cent. per annum shall be applied, and for the purpose of calculating the remaining interest payments pursuant to Clause 9.3(a)(i) above it shall be assumed that the Interest Rate for the period from the relevant record date to the First Call Date will be equal to the Interest Rate in effect on the date on which notice of redemption is given to the Bondholders. The relevant record date shall be agreed upon between the Issuer, the CSD and the Agent in connection with such repayment.

9.4 Voluntary partial redemption

(a) The Issuer may on one occasion per period of twelve (12) months (without carry-back but with carry-forward) redeem Bonds in a maximum aggregate amount not exceeding ten (10) per cent. of the total Initial Nominal Amount (as increased by any Subsequent Bonds), provided that at least sixty (60) per cent. of the Initial Bond Issue remains outstanding following such redemption (other than pursuant to redemption in full pursuant to Clause 9.3 (Voluntary total redemption (call option)). The repayment must occur on an Interest Payment Date. The repayment per Bond shall be equal the repaid percentage of the Nominal Amount (rounded down to the nearest SEK 1.00) plus up to, but excluding, the First Call Date a premium on the repaid amount equal to the Call Option Amount set out in Clause 9.3(a)(ii) and thereafter, as applicable considering when the repayment occurs, a premium on the repaid amount equal the Call Option Amount for the relevant period.

(b) Partial redemption in accordance with this Clause 9.4 shall be made by the Issuer giving not less than fifteen (15) Business Days' and not more than thirty (30) Business Days' notice to the Bondholders and the Agent. Any such notice is irrevocable and, upon expiry of such notice, the Issuer is bound to redeem the Bonds in part on the immediately following Interest Payment Date at the applicable amounts. The applicable amount shall be an even amount in SEK and paid to the Person who is registered as a Bondholder on the Record Date prior to the relevant Redemption Date.

9.5 Mandatory repurchase due to a Change of Control Event, Bonds Listing Failure Event, or Equity Delisting (put option)

(a) Upon the occurrence of a Change of Control Event, Bonds Listing Failure Event or Equity Delisting, each Bondholder shall have the right to request that all, or some only, of its Bonds be repurchased at a price per Bond equal to 101 per cent. of the Nominal Amount or, in relation to a Change of Control Event only and if higher than 101 per cent. of the Nominal Amount, the applicable Call Option Amount for the relevant period, in each case 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, Bonds Listing Failure Event or Equity Delisting pursuant to Clause 11.1(d) (after which time period such rights lapse) (the "Exercise Period"). However, the Exercise Period may not start earlier than upon the occurrence of the Change of Control Event, Bonds Listing Failure Event or Equity Delisting.

(b) The notice from the Issuer pursuant to Clause 11.1(d) shall specify the repurchase date and include instructions about the actions that a Bondholder needs to take if it wants Bonds held by it to be repurchased. If a Bondholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer shall repurchase the relevant Bonds and the repurchase amount shall fall due on the repurchase date specified in the notice given by the Issuer pursuant to Clause 11.1(d). The repurchase date must fall no later than forty (40) Business Days after the end of the Exercise Period.

(c) The Issuer shall not be required to repurchase any Bonds pursuant to Clause 9.5(a), if a third party in connection with the occurrence of a Change of Control Event, Bonds Listing Failure Event or Equity Delisting, as the case may be, offers to purchase the Bonds in the manner and on the terms set out in this paragraph (or on terms more favourable to the Bondholders) and purchases all Bonds validly tendered in accordance with such offer. If the Bonds tendered are not purchased within the Exercise Period, the Issuer shall repurchase any such Bonds within five (5) Business Days after the expiry of the Exercise Period.

(d) The Issuer has the right, but is not required, to repurchase all, but not only some, of the remaining Bonds if the aggregate Total Nominal Amount of Bonds after repurchase in accordance with Clause 9.5(a), represents less than twenty (20) per cent. of the total Initial Nominal Amount (as increased by any Subsequent Bonds).

(e) The Issuer shall comply with the requirements of any applicable securities laws or regulations in connection with the repurchase of Bonds. To the extent that the provisions of such laws and regulations conflict with the provisions in this Clause 9.5, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Clause 9.5 by virtue of the conflict.

9.6 Mandatory redemption due to Convertible Notes outstanding

(a) If the Convertible Notes Exchange Event has not occurred on or prior to 14 March 2028, the Issuer shall redeem all, but not only some, of the outstanding Bonds on or before 14 June 2028 with an amount per Bond equal to 103.1917 per cent. of the Nominal Amount, together with accrued but unpaid Interest.

(b) Redemption in accordance with Clause 9.6(a) shall be made by the Issuer giving not less than fifteen (15) Business Days' notice to the Bondholders and the Agent. The notice shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Bondholder to receive the amounts due on such Redemption Date. Any such notice is irrevocable.

10. Transaction Security and Guarantees

(a) Subject to the Intercreditor Agreement and the Agreed Security and Guarantee Principles, as continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer, the Guarantors and each Group Company party to any Security Document and/or the Guarantee and Adherence Agreement grants the Transaction Security and the Guarantees (as applicable) to the Secured Parties as represented by the Security Agent on the terms set out in the Security Documents and the Guarantee and Adherence Agreement (as applicable).

(b) The Security Agent shall hold the Transaction Security and the Guarantees on behalf of the Secured Parties in accordance with the Security Documents, the Guarantee and Adherence Agreement, and the Intercreditor Agreement (as applicable). The Issuer shall, and shall procure that the Guarantors and each Group Company party to any Security Document and/or the Guarantee and Adherence Agreement (as applicable) will, enter into the Security Documents and/or the Guarantee and Adherence Agreement (as applicable) and, subject to the Agreed Security and Guarantee Principles, perfect the Transaction Security in accordance with the Security Documents.

(c) Unless and until the Security Agent has received instructions to the contrary in accordance with the Intercreditor Agreement, the Security Agent shall (without first having to obtain the Bondholders' 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 maintaining, altering, releasing or enforcing the Transaction Security, creating further Security for the benefit of the Secured Parties or for the purpose of settling the Bondholders', the super senior RCF creditor's under the Super Senior RCF, the creditors' under any New Debt (as defined in the Intercreditor Agreement), the hedge counterparties' under the Hedging Agreement or the Issuer's rights to the Transaction Security, in each case in accordance with the terms of the Finance Documents and provided that such agreements or actions are not detrimental to the interest of the Bondholders.

(d) The Security Agent shall, on behalf of the Secured Parties and subject to the Intercreditor Agreement, keep all certificates and other documents that are bearers of rights relating to the Transaction Security in safe custody.

(e) The Agent shall be entitled to give instructions relating to the Transaction Security and the Guarantees to the Security Agent in accordance with the Intercreditor Agreement.

11. Information to Bondholders11.1 Information from the Issuer

(a) The Issuer shall make the following information available in the English language by publication on the website of the Issuer:

(i) as soon as the same become available, but in any event within four (4) months after the end of each financial year, the annual audited consolidated financial statements of the Group, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors;

(ii) 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, the quarterly unaudited consolidated reports or the year-end report (Sw. bokslutskommuniké) (as applicable), including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Issuer's board of directors; and

(b) When the Bonds have been listed on a Regulated Market:

(i) the information set out in Clause 11.1(a) shall also be made available in accordance with the rules and regulations of Nasdaq Stockholm (as amended from time to time) and the Swedish Securities Market Act; and

(ii) the reports referred to in paragraph (a)(i) and (a)(ii) above shall be prepared in accordance with IFRS.

(c) When the financial statements and other information are made available to the Bondholders pursuant to paragraph (a) above, the Issuer shall send copies of such financial statements and other information to the Agent.

(d) The Issuer shall promptly notify the Agent and the Bondholders upon becoming aware of the occurrence of a Change of Control Event, Bonds Listing Failure Event or Equity Delisting and shall provide the Agent with such further information as the Agent may request (acting reasonably) following receipt of such notice. A notice regarding a Change of Control Event 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 a Change of Control Event.

(e) The Issuer shall promptly notify the Agent (with full particulars) upon becoming aware of the occurrence of any event or circumstance which constitutes an Event of Default, or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) constitute an Event of Default, and shall provide the Agent with such further information as it may reasonably request in writing following receipt of such notice. Should the Agent not receive such information, 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.

(f) The Issuer shall submit a duly executed Compliance Certificate to the Agent:

(i) in connection with the testing of an Incurrence Test;

(ii) in connection with that a Financial Report is made available; and

(iii) at the Agent's request, within 20 days from such request.

(g) The Agent may assume that any information provided by the Issuer in the Compliance Certificate delivered pursuant to paragraph (f) above is correct, and the Agent shall not be responsible or liable for the adequacy, accuracy or completeness of such information.

(h) The Issuer is only obliged to inform the Agent according to this Clause 11.1 if informing the Agent would not conflict with any applicable laws or, when the Bonds are listed, the Issuer's registration contract with the Regulated Market. If such a conflict would exist pursuant to the listing contract with the Regulated Market or otherwise, the Issuer shall however be obliged to either seek approval from the Regulated Market or undertake other reasonable measures, including entering into a non-disclosure agreement with the Agent, in order to be able to timely inform the Agent according to this Clause 11.1.

11.2 Information from the Agent

(a) Subject to applicable laws, regulations and the restrictions of a non-disclosure agreement entered into by the Agent in accordance with Clause 11.2(b), the Agent is entitled to disclose to the Bondholders any event or circumstance directly or indirectly relating to the Issuer or the Bonds. Notwithstanding the foregoing, the Agent may if it considers it to be beneficial to the interests of the Bondholders delay disclosure or refrain from disclosing certain information other than in respect of an Event of Default that has occurred and is continuing.

(b) If a committee representing the Bondholders' interests under the Finance Documents has been appointed by the Bondholders in accordance with Clause 16 (Decisions by Bondholders), 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 Bondholders. The Agent shall be a party to such agreement and receive the same information from the Issuer as the members of the committee.

11.3 Publication of Finance Documents

(a) The latest version of these Terms and Conditions (including any documents amending these Terms and Conditions) shall be available on the websites of the Issuer and the Agent.

(b) The latest version of the Finance Documents shall be available to the Bondholders at the office of the Agent during the Agent's normal business hours.

12. Financial Undertakings12.1 Maintenance Covenant

The Issuer shall ensure that the Cash and Cash Equivalent Investments of the Group on each Reference Date are at least in an amount equal to the lower of the Interest payable on:

(a) the next three (3) Interest Payment Dates; and

(b) the remaining Interest Payment Dates.

12.2 Testing of the Maintenance Covenant

(a) The Maintenance Covenant shall be calculated in accordance with the Accounting Principles applicable to the Issuer and tested by reference to each Reference Date. The first test date shall be the first Reference Date falling after the First Issue Date (being 31 December 2025).

(b) For the purpose of determining the amount of Interest payable for the purpose of the Maintenance Covenant, STIBOR applicable for the Interest Period in which the relevant Reference Date falls shall be used for all Interest Periods that are subject to the test.

12.3 Equity Cure

(a) If there is a breach of the Maintenance Covenant, no Event of Default will occur if, after the relevant Reference Date and within twenty (20) Business Days of the earlier of (i) a delivery of the relevant Compliance Certificate evidencing that breach and (ii) the date when such Compliance Certificate should have been delivered in accordance with the Terms and Conditions, the Issuer has received equity injection in cash in the form of share issues, Subordinated Debt or unconditional shareholder contributions (or a combination thereof) (an "Equity Cure") in an amount sufficient to ensure compliance with the Maintenance Covenant, as at the relevant Reference Date (the "Cure Amount").

(b) The calculation of Cash and Cash Equivalent Investments of the Group shall be adjusted so that Cash and Cash Equivalent Investments of the Group on the relevant Reference Date is increased with an amount equal to the Cure Amount.

(c) Any Equity Cure must be made in cash and no more than two (2) Equity Cures are to be made over the life of the Bonds. Equity Cures may not be injected in respect of any consecutive calendar quarters.

12.4 Incurrence Test

(a) The Debt Incurrence Test is met if:

(i) the Leverage Ratio is not greater than:

(A) 3.75:1 from (and including) the First Issue Date to (and including) the date falling 36 months after the First Issue Date; and

(B) 3.25:1 from (but excluding) the date falling 36 months after the First Issue Date and thereafter,

(ii) no Event of Default is continuing or would occur upon the incurrence.

(b) The Distribution Incurrence Test is met if the Leverage Ratio for the relevant Reference Period is equal to or less than 2:75:1.

12.5 Testing of the Incurrence Test

The Leverage Ratio for purpose of each Incurrence Test shall be calculated as follows:

(a) the calculation shall be made as per a testing date determined by the Issuer, falling no more than one (1) month prior to the incurrence of the new Financial Indebtedness or the decision in respect of the relevant Restricted Payment; and

(b) the amount of Net Interest Bearing Debt shall be measured on the relevant testing date so determined, but include any new Financial Indebtedness for which the Leverage Ratio is tested (the "New Financial Indebtedness") (and any Financial Indebtedness owed by any entity acquired with such New Financial Indebtedness) and exclude any Financial Indebtedness to the extent refinanced with the New Financial Indebtedness incurred (however, any cash balance resulting from the incurrence of any New Financial Indebtedness shall not reduce the Net Interest Bearing Debt) and be increased by any Restricted Payment for which the Leverage Ratio is tested.

12.6 Calculation Adjustments

The figures for EBITDA for the Reference Period ending on the last day of the period covered by the most recent Financial Report shall be used for any Incurrence Test, but adjusted so that:

(a) entities acquired or disposed of by the Group (i) during the Reference Period, or (ii) after the end of the Reference Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Reference Period (for the avoidance of doubt, EBITDA of any acquired entity shall be calculated in accordance with the definition of EBITDA); and (b) any entity to be acquired with the proceeds from New Financial Indebtedness shall be included, pro forma, for the entire Reference Period.

13. General Undertakings13.1 General The Issuer undertakes to (and shall, where applicable, procure that each other Group Company will and shall procure that each Obligor (pursuant to the Guarantee and Adherence Agreement) undertakes to) comply with the undertakings set out in this Clause 13 for as long as any Bonds remain outstanding. 13.2 Restricted Payments (a) No Obligor shall, and shall procure that none of its Subsidiaries will: (i) pay any dividend in respect of its shares; (ii) repurchase or redeem any of its own shares; (iii) redeem or reduce its share capital or other restricted or unrestricted equity with repayment to its shareholders; (iv) repay any Subordinated Debt or pay any interest thereon (excluding, for the avoidance of doubt, capitalization of PIK interest accrued under the Convertible Notes); or (v) make any other similar distribution or transfers of value within the meaning of the Swedish Companies Act (excluding, for the avoidance of doubt, any payments made in the ordinary course of business and on arm's length terms) to any Person, (paragraphs (i)-(v) above are together and individually referred to as a "Restricted Payment"). (b) Notwithstanding the above, a Restricted Payment may be made: (i) if made to the Issuer or a direct or indirect Subsidiary of the Issuer but, if made by a Subsidiary which is not directly or indirectly wholly-owned by the Issuer, is made on a pro rata basis; (ii) by the Issuer to a shareholder of the Issuer, provided that at the time of the Restricted Payment: (A) the Issuer successfully meets the requirements of the Distribution Incurrence Test (for the avoidance of doubt, on a pro forma basis taking into account such Restricted Payment); (B) no Event of Default is continuing or would result from such Restricted Payment or would occur after the expiry of any applicable grace period;

(C) the Restricted Payment would be in compliance with the Swedish Companies Act; and

(D) the amount of the Restricted Payment does not exceed the Permitted Distribution Amount,

provided that any such payment shall decrease the Permitted Distribution Amount accordingly;

(iii) by the Issuer to the extent necessary to comply with mandatory provisions of the Swedish Companies Act relating to dividend distributions to minority shareholders, provided that the Issuer in such case shall ensure that any such dividends shall be paid at the lowest level allowed by applicable law; or

(iv) by the Issuer for the purpose of repurchasing any outstanding Stub Convertible Notes on or prior to the applicable maturity date, unless converted into equity by the relevant noteholder.

13.3 Listing

The Issuer shall ensure that:

(a) the Initial Bonds are listed on the corporate bond list of Nasdaq Stockholm or, if such listing is unduly onerous to obtain or maintain, listed on another Regulated Market within 12 months after the First Issue Date;

(b) any Subsequent Bonds are listed on the corporate bond list on Nasdaq Stockholm or if such admission to trading is unduly onerous to obtain or maintain, listed on another Regulated Market, within 60 days after the issuance of such Subsequent Bonds and with an intention to complete such listing within 30 days after the issuance of such Subsequent Bonds (unless the Subsequent Bonds are issued before the date falling 12 months after the First Issue Date in which case such Subsequent Bonds shall be listed within 12 months after the First Issue Date); and

(c) the Bonds, once listed on the corporate bond list of the relevant Regulated Market, continue to be listed thereon for as long as any Bond is outstanding (however, taking into account the rules and regulations of the relevant Regulated Market and the CSD (as amended from time to time) preventing trading in the Bonds in close connection to the redemption of the Bonds).

13.4 Nature of Business

Each Obligor shall procure that no substantial change is made to the general nature of the business carried on by the Group (taken as a whole) as of the First Issue Date (for the avoidance of doubt, changes in the relative sizes of the markets in which the Group operates shall amongst other things, not constitute a substantial change for the purpose of this Clause 13.4).

13.5 Financial Indebtedness

No Obligor shall, and shall procure that none of its Subsidiaries will, incur any Financial Indebtedness, other than Permitted Debt.

13.6 Disposal of Assets

(a) Subject to the terms of the Intercreditor Agreement, no Obligor shall, and shall procure that no Subsidiary, sell or otherwise dispose of shares in any Subsidiary or of all or substantially all of its or that Subsidiary's assets, or operations to any Person not being the Issuer or any of its wholly-owned Subsidiaries, unless the transaction (i) is carried out at fair market value and on arm's length terms and (ii) does not have a Material Adverse Effect.

(b) No asset that is subject to Transaction Security may be disposed of other than in accordance with the terms of the Intercreditor Agreement. Notwithstanding the foregoing, a disposal by CEBA of all shares in Oatly AB to the Issuer shall be permitted, provided that, prior thereto, a security confirmation agreement (in form and substance satisfactory to the Security Agent) is entered into in respect of the Transaction Security provided by CEBA in respect of its shares in Oatly AB.

13.7 Negative Pledge

No Obligor shall, and shall procure that none of its Subsidiaries will, provide, prolong or renew any Security over any of its/their assets (present or future), other than any Permitted Security.

13.8 Loans out

No Obligor shall, and shall procure that none of its Subsidiaries will, extend any loans in any form to any other party, other than:

(a) in the ordinary course of business; or

(b) to other Group Companies.

13.9 Mergers and demergers

Each Obligor shall procure that none of its Subsidiaries will enter into a merger or demerger unless:

(a) such merger or demerger constitutes a Permitted Merger; or

(b) such merger or demerger is not likely to have a Material Adverse Effect.

13.10 Dealings at arm's length terms

Each Obligor shall, and shall procure that its Subsidiaries, conduct all dealings (other than any Restricted Payments) with any Person (other than Group Companies) at arm's length terms.

13.11 Compliance with laws and authorisations

Each Obligor shall, and shall make sure that its Subsidiaries will, (i) comply with all laws and regulations applicable from time to time and (ii), obtain, maintain, and comply with, the terms and conditions of any authorisation, approval, licence or other permit required for the business carried out by a Group Company, in each case, if failure to do so has or is reasonably likely to have a Material Adverse Effect.

13.12 CSD related undertakings

The Issuer shall keep the Bonds affiliated with a CSD and comply with all applicable CSD regulations.

13.13 Nomination of Material Group Companies

(a) Once every year (simultaneously with the publication by the Issuer of the audited annual financial statements of the Group and starting with the financial year ending 31 December 2025), the Issuer shall ensure that:

(i) each Group Company (other than a Group Company incorporated in an Excluded Jurisdiction) which (on a consolidated basis in the case of a Group Company which itself has Subsidiaries) has revenue and gross assets representing 5 per cent. or more of revenue and gross assets of the Group (calculated on a consolidated basis); and

(ii) such Group Companies (other than Group Companies incorporated in an Excluded Jurisdiction) as are necessary to ensure that the Issuer and the Material Group Companies (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any Group Company) in aggregate account for at least 85 per cent. of revenue and gross assets of the Group (calculated on a consolidated basis),

in each case, determined by reference to the most recent audited annual financial statements, are listed as Material Group Companies in the relevant Compliance Certificate delivered in connection thereto.

(b) For the purpose of determining any Material Group Companies in accordance with Clause 13.13(a):

(i) any Group Company having negative revenue or assets shall be deemed to have zero revenue or assets;

(ii) any Group Company which legally cannot, or is not required to, become a Guarantor under the Agreed Security and Guarantee Principles; and

(iii) any Group Company incorporated in an Excluded Jurisdiction,

will be excluded from both the numerator and the denominator in the calculations.

13.14 Additional Security over Material Group Companies

Subject to the Intercreditor Agreement and the Agreed Security and Guarantee Principles, each Obligor shall procure that Security over each Material Group Company is granted no later than 90 days after its nomination in accordance with the Clause 13.13 (Nomination of Material Group Companies) above and in connection therewith provide to the Agent:

(a) constitutional documents and corporate resolutions (approving the relevant Security Document and authorising a signatory/-ies to execute that Security Document) for the relevant security provider and each other party to that Security Document (other than the Agent);

(b) copies of the relevant Security Documents duly executed;

(c) evidence that the relevant Transaction Security either has been or will be perfected in accordance with the terms of the relevant Security Document;

(d) any legal opinion on the capacity and due execution in respect of any entity being party to the relevant Security Document unless it is incorporated in Sweden, issued by a reputable law firm; and

(e) any legal opinion on the validity and enforceability in respect of the relevant Security Document unless it is governed by Swedish law which, if requested by the Agent, shall also include customary opinions regarding the role of the Security Agent in such jurisdiction (such as no residency or registration requirement and no need to deposit funds), issued by a reputable law firm.

13.15 Additional Guarantors

Subject to the Intercreditor Agreement and the Agreed Security and Guarantee Principles, each Obligor shall procure that each Material Group Company accedes to the Guarantee and Adherence Agreement no later than 90 days after its nomination in accordance with Clause 13.13 (Nomination of Material Group Companies) above and in connection therewith provides to the Agent:

(a) Security pursuant to the terms hereof and the Intercreditor Agreement;

(b) duly executed accession letters to the Guarantee and Adherence Agreement;

(c) duly executed accession letters to the Intercreditor Agreement;

(d) constitutional documents and corporate resolutions (approving the relevant Finance Documents and authorising a signatory/-ies to execute the Finance Documents) for it and each other party to a Finance Document (other than the Agent);

(e) any legal opinion on the capacity and due execution unless such Material Group Company is incorporated in Sweden, issued by a reputable law firm; and (f) any legal opinion on the validity and enforceability in respect of any Finance Documents unless it is governed by Swedish law which, if requested by the Agent, shall also include customary opinions regarding the role of the Security Agent in such jurisdiction (such as no residency or registration requirement and no need to deposit funds), issued by a reputable law firm. 13.16 Additional Security Material Intercompany Loans (a) Subject to the Intercreditor Agreement and the Agreed Security and Guarantee Principles, the Issuer shall procure that any Material Intercompany Loan granted to a new debtor is made subject to Transaction Security as soon as possible and in any event within ten (10) Business Days from the granting of such Material Intercompany Loan (or, for the Issuer and CEBA, on the date of the granting of such Material Intercompany Loan) and, where required by law to perfect the security and not already covered by any previous notice, serve a notice to the relevant debtor and provide a copy of such notice to the Security Agent. (b) The Security Document whereby Transaction Security is created over Material Intercompany Loans will allow the relevant pledgor to freely deal with such Material Intercompany Loan until the occurrence of an Acceleration Event, unless granted by the Issuer or CEBA to a debtor incorporated in Sweden and/or unless otherwise agreed under the Intercreditor Agreement. Notwithstanding the above, payments of interest and payments made for the purpose of making payments under any Super Senior Debt or the Bonds shall always be permitted until the occurrence of an Acceleration Event. 14. Events of Default and Acceleration of the Bonds Each of the events or circumstances set out in this Clause 14 (other than Clause 14.11 (Acceleration of the Bonds)) is an Event of Default. 14.1 Non-Payment The Issuer or a Guarantor fails to pay an amount on the date it is due in accordance with the Finance Documents unless: (a) its failure to pay is caused by administrative or technical error; and (b) payment is made within five (5) Business Days of the due date. 14.2 Maintenance Covenant The Issuer has failed to comply with the Maintenance Covenant and such failure has not been cured in accordance with provisions for an Equity Cure as set out in Clause 12.3 (Equity Cure). 14.3 Other Obligations A party (other than the Agent) fails to comply with the Finance Documents to which such non-compliant entity is a party, in any other way than as set out in Clauses 14.1 (Non-

Payment) and 14.2 (Maintenance Covenant), provided that no Event of Default will occur if the failure to comply is capable of being remedied and the Issuer or that party has remedied the failure within twenty (20) Business Days of the earlier (i) the Issuer or that party becoming aware of the failure to comply and (ii) the Agent requesting the Issuer in writing to remedy such failure.

14.4 Cross payment default and Cross-acceleration

Any Financial Indebtedness of a Group Company is:

(a) not paid when due as extended by any originally applicable grace period (if there is one); or

(b) declared to be due and payable prior to its specified maturity as a result of an event of default (however described),

provided that no Event of Default will occur under this Clause 14.4 if (i) the aggregate amount of Financial Indebtedness that has fallen due is less than USD 25,000,000 (or its equivalent in other currencies) or (ii) it is owed to a Group Company.

14.5 Insolvency

(a) The Issuer or any Material Group Company is unable or admits inability to pay its debts as they fall due or is declared to be unable to pay its debts under applicable law, suspends making payments on its debts generally or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors (except for Bondholders) with a view to rescheduling its Financial Indebtedness.

(b) A moratorium is declared in respect of the Financial Indebtedness of the Issuer or any Material Group Company.

14.6 Insolvency Proceedings

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 60 days of commencement or, if earlier, the date on which it is advertised and (ii), in relation to (A) Subsidiaries of the Issuer not being an Obligor or subject to Transaction Security, or (B) CEBA, solvent liquidations) in relation to:

(a) the suspension of payments, winding-up, dissolution, administration or reorganisation (Sw. företagsrekonstruktion) (by way of voluntary agreement, scheme of arrangement or otherwise) of any Group Company; and

(b) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Group Company or any of its assets or any analogous procedure or step is taken in any jurisdiction.

14.7 Creditors' Process

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of any Group Company having an aggregate value of an amount equal to or exceeding USD 25,000,000 (or its equivalent in other currencies) and is not discharged within ninety (90) days.

14.8 Mergers and demergers

A decision is made that the Issuer shall enter into:

(a) a merger where it is not the surviving entity or which otherwise has or is reasonably likely to have a Material Adverse Effect; or

(b) a demerger.

14.9 Impossibility or Illegality

It is or becomes impossible or unlawful for any Obligor to fulfil or perform any of the provisions of the Finance Documents or if the obligations under the Finance Documents are not, or cease to be, legal, valid, binding and enforceable and such invalidity, impairment or ineffectiveness has a Material Adverse Effect.

14.10 Continuation of the Business

The Issuer or any other Material Group Company ceases to carry on its business (other than (i) following a Permitted Merger, (ii) a solvent liquidation permitted pursuant to Clause 14.6 (Insolvency Proceedings) above or (iii) a disposal permitted under the Finance Documents), if such discontinuation is likely to have a Material Adverse Effect.

14.11 Acceleration of the Bonds

(a) Upon the occurrence of an Event of Default which is continuing but subject to the terms of the Intercreditor Agreement the Agent is entitled to, and shall following a demand in writing from a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount (such demand shall, if made by several Bondholders, be made by them jointly) or following an instruction given pursuant to Clause 14.11(e), on behalf of the Bondholders (i) by notice to the Issuer, declare all, but not some only, of the outstanding Bonds 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.

(b) The Agent may not accelerate the Bonds in accordance with Clause 14.11(a) by reference to a specific Event of Default if it is no longer continuing or if it has been decided, on a Bondholders Meeting or by way of a Written Procedure, to waive such Event of Default (temporarily or permanently).

(c) The Agent shall notify the Bondholders 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. Notwithstanding the aforesaid, the Agent may postpone a notification of an Event of Default (other than in relation to payments) up until the time stipulated in paragraph (d) below for as long as, in the reasonable opinion of the Agent, such postponement is in the interests of the Bondholders as a group. The Agent shall always be entitled to take the time necessary to determine whether an event constitutes an Event of Default.

(d) 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 Bonds shall be so accelerated. If the Agent decides not to accelerate the Bonds, the Agent shall promptly seek instructions from the Bondholders in accordance with Clause 16 (Decisions by Bondholders). The Agent shall always be entitled to take the time necessary to consider whether an occurred event constitutes an Event of Default.

(e) If the Bondholders (in accordance with these Terms and Conditions) instruct the Agent to accelerate the Bonds, the Agent shall promptly declare the Bonds 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 Bondholders under the Finance Documents, unless the relevant Event of Default is no longer continuing.

(f) If the right to accelerate the Bonds 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.

(g) Subject to the Intercreditor Agreement, in the event of an acceleration of the Bonds in accordance with this Clause 14.11, the Issuer shall up to, but excluding, the First Call Date redeem all Bonds at an amount per Bond equal to the Call Option Amount set out in Clause 9.3(a)(ii) and thereafter, as applicable considering when the acceleration occurs, redeem all Bonds at an amount per Bond equal to the Call Option Amount for the relevant period.

15. Distribution of Proceeds

(a) All payments by the Issuer relating to the Bonds and the Finance Documents following an acceleration of the Bonds in accordance with Clause 14 (Events of Default and Acceleration of the Bonds) and any proceeds received from an enforcement of the Transaction Security or the Guarantees (in the case of Guarantees to the extent proceeds from the Guarantees can be applied towards satisfaction of the Secured Obligations) shall be distributed in accordance with the Intercreditor Agreement.

(b) Funds that the Agent receives (directly or indirectly) in connection with the acceleration of the Bonds or the enforcement of the Transaction Security or the Guarantees constitute escrow funds (Sw. redovisningsmedel) and must be held on a separate account on behalf of the Bondholders and the other interested parties.

The Agent shall arrange for payments of such funds to be promptly turned over to the Security Agent to be applied in accordance with the Intercreditor Agreement.

(c) If the Issuer or the Agent shall make any payment under this Clause 15, the Issuer or the Agent, as applicable, shall notify the Bondholders 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 7(a) shall apply and for any partial redemption in accordance with Clause 9.4 (Voluntary partial redemption) due but not made, the Record Date specified in Clause and/or 9.4(b) (as applicable) shall apply.

16. Decisions by Bondholders

(a) A request by the Agent for a decision by the Bondholders on a matter relating to the Finance Documents shall (at the option of the Agent) be dealt with at a Bondholders' Meeting or by way of a Written Procedure.

(b) Any request from the Issuer or a Bondholder (or Bondholders) 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 Bondholder on the Business Day immediately following the day on which the request is received by the Agent and shall, if made by several Bondholders, be made by them jointly) for a decision by the Bondholders on a matter relating to the Finance Documents shall be directed to the Agent and dealt with at a Bondholders' 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 Bondholders' Meeting than by way of a Written Procedure, it shall be dealt with at a Bondholders' Meeting.

(c) The Agent may refrain from convening a Bondholders' Meeting or instigating a Written Procedure if:

(i) the suggested decision must be approved by any Person in addition to the Bondholders 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 regulations.

(d) The Agent shall not be responsible for the content of a notice for a Bondholders' Meeting or a communication regarding a Written Procedure unless and to the extent it contains information provided by the Agent.

(e) Only a Person who is, or who has been provided with a power of attorney or other authorisation pursuant to Clause 6 (Right to Act on Behalf of a Bondholder) from a Person who is, registered as a Bondholder:

(i) on the Record Date prior to the date of the Bondholders' Meeting, in respect of a Bondholders' Meeting, or

(ii) on the Record Date specified in the communication pursuant to Clause 18(c), in respect of a Written Procedure,

may exercise voting rights as a Bondholder at such Bondholders' Meeting or in such Written Procedure, provided that the relevant Bonds are included in the definition of Adjusted Nominal Amount.

(f) The following matters shall require the consent of Bondholders representing at least sixty-six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders' Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 18(c):

(i) the issue of any Subsequent Bonds, if the Total Nominal Amount of the Bonds exceeds, or if such issue would cause the Total Nominal Amount of the Bonds to at any time exceed, SEK 2,700,000,000 (for the avoidance of doubt, for which consent shall be required on each occasion such Subsequent Bonds are issued);

(ii) a change to the terms of any of Clause 2(a), and Clauses 2(g) to 2(i);

(iii) a reduction of the premium payable upon the redemption or repurchase of any Bond pursuant to Clause 9 (Redemption and Repurchase of the Bonds);

(iv) a change to the Interest Rate (other than as a result of an application of Clause 20 (Replacement of Base Rate)) or the Nominal Amount (other than as a result of an application of Clause 9.4 (Voluntary partial redemption) and/or Clause 9.5 (Mandatory repurchase due to a Change of Control Event, Bonds Listing Failure Event, or Equity Delisting (put option));

(v) waive a breach of or amend an undertaking set out in Clause 13 (General Undertakings);

(vi) a change to the terms for the distribution of proceeds set out in Clause 15 (Distribution of Proceeds);

(vii) a change to the terms dealing with the requirements for Bondholders' consent set out in this Clause 16;

(viii) a change of issuer, an extension of the tenor of the Bonds or any delay of the due date for payment of any principal or interest on the Bonds;

(ix) a release of the Transaction Security or the Guarantees, except in accordance with the terms of the Intercreditor Agreement;

(x) a mandatory exchange of the Bonds for other securities; and (xi) early redemption of the Bonds, other than upon an acceleration of the Bonds pursuant to Clause 14 (Events of Default and Acceleration of the Bonds) or as otherwise permitted or required by these Terms and Conditions.

(g) Any matter not covered by Clause 16(f) shall require the consent of Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Bondholders are voting at a Bondholders' Meeting or for which Bondholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 18(c). 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 19(a)(i) or 19(a)(ii)), an acceleration of the Bonds or the enforcement of any Transaction Security or Guarantees.

(h) Quorum at a Bondholders' Meeting or in respect of a Written Procedure only exists if a Bondholder (or Bondholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 16(f), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:

(i) if at a Bondholders' Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or

(ii) if in respect of a Written Procedure, reply to the request.

If a quorum exists for some, but not all, of the matters to be dealt with at a Bondholders' Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists.

(i) If a quorum does not exist at a Bondholders' Meeting or in respect of a Written Procedure, the Agent or the Issuer shall convene a second Bondholders' Meeting (in accordance with Clause 17(a)) or initiate a second Written Procedure (in accordance with Clause 18(a)), as the case may be, provided that the relevant proposal has not been withdrawn by the Person(s) who initiated the procedure for Bondholders' consent. The quorum requirement in Clause 16(h) shall not apply to such second Bondholders' Meeting or Written Procedure.

(j) 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 applicable.

(k) A Bondholder holding more than one Bond 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.

(l) The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Bondholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Bondholders that vote at the relevant Bondholders' Meeting 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.

(m) A matter decided at a duly convened and held Bondholders' Meeting or by way of Written Procedure is binding on all Bondholders, irrespective of them being present or represented at the Bondholders' Meeting or responding in the Written Procedure. The Bondholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Bondholders.

(n) All costs and expenses incurred by the Issuer or the Agent for the purpose of convening a Bondholders' Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Agent, shall be paid by the Issuer.

(o) If a decision shall be taken by the Bondholders 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 Bonds owned by Group Companies or (to the knowledge of the Issuer) Affiliates, irrespective of whether such Person is directly registered as the owner of such Bonds. The Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible to determine whether a Bond is owned by a Group Company or an Affiliate.

(p) Information about decisions taken at a Bondholders' Meeting or by way of a Written Procedure shall promptly be published on the websites of the Group 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 Bondholders' Meeting or Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the Agent, as applicable.

17. Bondholders' Meeting

(a) The Agent shall convene a Bondholders' Meeting by sending a notice thereof to each Bondholder no later than five (5) Business Days after receipt of a request from the Issuer or the Bondholder(s) (or such later date as may be necessary for technical or administrative reasons).

(b) Should the Issuer want to replace the Agent, it may convene a Bondholders' Meeting in accordance with Clause 17(a) with a copy to the Agent. After a request from the Bondholders pursuant to Clause 21.4(c), 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 Bondholders' Meeting in accordance with Clause 17(a).

(c) The notice pursuant to Clause 17(a) 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 Bondholders), (iv) a form of power of attorney, (v) any applicable conditions precedent and conditions subsequent, (vi) the reasons for, and contents of, each proposal, (vii) if the proposal concerns an amendment to any Finance Document, the details of such proposed amendment, (viii) if a notification by the Bondholders is required in order to attend the Bondholders' Meeting, information regarding such requirement and (ix) information on where additional information (if any) will be published.

Only matters that have been included in the notice may be resolved upon at the Bondholders' Meeting. Should prior notification by the Bondholders be required in order to attend the Bondholders' Meeting, such requirement shall be included in the notice.

(d) The Bondholders' Meeting shall be held no earlier than ten (10) Business Days and no later than thirty (30) Business Days from the notice.

(e) Without amending or varying these Terms and Conditions, the Agent may prescribe such further regulations regarding the convening and holding of a Bondholders' Meeting as the Agent may deem appropriate. Such regulations may include a possibility for Bondholders to vote without attending the meeting in person.

18. Written Procedure

(a) The Agent shall instigate a Written Procedure (which may be conducted electronically) no later than five (5) Business Days after receipt of a request from the Issuer or the Bondholder(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 Bondholder on the Business Day prior to the date on which the communication is sent.

(b) Should the Issuer want to replace the Agent, it may send a communication in accordance with Clause 18(a) to each Bondholder with a copy to the Agent.

(c) A communication pursuant to Clause 18(a) shall include (i) each request for a decision by the Bondholders, (ii) a description of the reasons for each request, (iii) a specification of the Business Day on which a Person must be a Bondholder (whether registered or a beneficial owner with proof of ownership in accordance with Clause 6 (Right to Act on Behalf of a Bondholder)) 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, (v) any applicable conditions precedent and conditions subsequent, (vi) if a proposal concerns an amendment to any Finance Document, the details of such proposed amendment, (vii) if the voting is to be made electronically, the instructions for such voting, (viii) information on where additional information (if any) will be published and (ix) the stipulated time period within which the Bondholder must reply to the request (such time period to last at least ten (10) Business Days from the communication pursuant to Clause 18(a)). If the voting shall be made electronically, instructions for such voting shall be included in the communication.

(d) When the requisite majority consents of the total Adjusted Nominal Amount pursuant to Clauses 16(f) and 16(g) have been received in a Written Procedure, the relevant decision shall be deemed to be adopted pursuant to Clause 16(f) or 16(g), as the case may be, even if the time period for replies in the Written Procedure has not yet expired.

(e) The Agent may, during the Written Procedure, provide information to the Issuer by way of updates whether or not quorum requirements have been met and about the eligible votes received by the Agent, including the portion consenting or not consenting to the proposal(s) or refraining from voting (as applicable).

19. Amendments and Waivers

(a) The Issuer and the Agent and/or the Security Agent (as applicable) (in each case acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive any provision in a Finance Document, provided that the Agent is satisfied that:

(i) such amendment or waiver is not detrimental to the interest of the Bondholders as a group, or is made solely for the purpose of rectifying obvious errors and mistakes;

(ii) such amendment or waiver is required by applicable law, a court ruling or a decision by a relevant authority;

(iii) such amendment or waiver has been duly approved by the Bondholders in accordance with Clause 16 (Decisions by Bondholders); or

(iv) is made pursuant to Clause 20 (Replacement of Base Rate).

(b) The consent of the Bondholders 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 or waiver.

(c) The Agent shall promptly notify the Bondholders of any amendments or waivers made in accordance with Clause 19(a), 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 11.3 (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, to the extent such registration is possible with the rules of the relevant CSD.

(d) An amendment to the Finance Documents shall take effect on the date determined by the Bondholders Meeting, in the Written Procedure or by the Agent, as the case may be.

20. Replacement of Base Rate20.1 General

(a) Any determination or election to be made by an Independent Adviser, the Issuer or the Bondholders in accordance with the provisions of this Clause 20 shall at all times be made by such Independent Adviser, the Issuer or the Bondholders (as applicable) acting in good faith, in a commercially reasonable manner and by reference to relevant market data.

(b) If a Base Rate Event has occurred, this Clause 20 shall take precedent over the fallbacks set out in paragraph (b) to (d) of the definition of STIBOR.

20.2 Definitions

In this Clause 20:

"Adjustment Spread" means a spread (which may be positive, negative or zero) or a formula or methodology for calculating a spread, or a combination thereof to be applied to a Successor Base Rate and that is:

(a) formally recommended by any Relevant Nominating Body in relation to the replacement of the Base Rate; or

(b) if (a) is not applicable, the adjustment spread that the Independent Adviser determines is reasonable to use in order to eliminate, to the extent possible, any transfer of economic value from one party to another as a result of a replacement of the Base Rate and is customarily applied in comparable debt capital market transactions.

"Base Rate Amendments" has the meaning set forth in Clause 20.3(d)

"Base Rate Event" means one or several of the following circumstances:

(a) the Base Rate (for the relevant Interest Period) has ceased to exist or ceased to be published for at least five (5) consecutive Business Days as a result of the Base Rate (for the relevant Interest Period) ceasing to be calculated or administered;

(b) a public statement or publication of information by (i) the supervisor of the Base Rate Administrator or (ii) the Base Rate Administrator that the Base Rate Administrator ceases to provide the applicable Base Rate (for the relevant Interest Period) permanently or indefinitely and, at the time of the statement or publication, no successor administrator has been appointed or is expected to be appointed to continue to provide the Base Rate;

(c) a public statement or publication of information in each case by the supervisor of the Base Rate Administrator that the Base Rate (for the relevant Interest Period) is no longer representative of the underlying market which the Base Rate is intended to represent and the representativeness of the Base Rate will not be restored in the opinion of the supervisor of the Base Rate Administrator; (d) a public statement or publication of information in each case by the supervisor of the Base Rate Administrator with the consequence that it is unlawful for the Issuer or the Issuing Agent to calculate any payments due to be made to any Bondholder using the applicable Base Rate (for the relevant Interest Period) or it has otherwise become prohibited to use the applicable Base Rate (for the relevant Interest Period); (e) a public statement or publication of information in each case by the bankruptcy trustee of the Base Rate Administrator or by the trustee under the bank recovery and resolution framework (Sw. krishanteringsregelverket) or the equivalent entity with insolvency or resolution powers over the Base Rate Administrator, containing the information referred to in paragraph (b) above; or (f) a Base Rate Event Announcement has been made and the announced Base Rate Event as set out in paragraphs (b) to (e) above will occur within six (6) months. "Base Rate Event Announcement" means a public statement or published information as set out in paragraphs (b) to (e) of the definition of Base Rate Event that any event or circumstance specified therein will occur. "Independent Adviser" means an independent financial institution or adviser of repute in the debt capital markets where the Base Rate is commonly used. "Relevant Nominating Body" means, subject to applicable law, firstly any relevant supervisory authority, secondly any applicable central bank, or any working group or committee of any of them, or thirdly the Financial Stability Council (Sw. Finansiella stabilitetsrådet) or any part thereof. "Successor Base Rate" means: (a) a screen or benchmark rate, including the methodology for calculating term structure and calculation methods in respect of debt instruments with similar interest rate terms as the Bonds, which is formally recommended as a successor to or replacement of the Base Rate by a Relevant Nominating Body; or (b) if there is no such rate as described in paragraph (a) above, such other rate as the Independent Adviser determines is most comparable to the Base Rate. For the avoidance of doubt, in the event that a Successor Base Rate ceases to exist, this definition shall apply mutatis mutandis to such new Successor Base Rate. 20.3 Determination of Base Rate, Adjustment Spread and Base Rate Amendments (a) Without prejudice to paragraph (b) below, upon a Base Rate Event Announcement, the Issuer may, if it is possible to determine a Successor Base Rate at such point of time, at any time before the occurrence of the relevant Base Rate Event at the Issuer's expense appoint an Independent Adviser to initiate the procedure to determine a Successor Base Rate, the Adjustment Spread and any Base Rate Amendments for purposes of determining, calculating and finally deciding the applicable Base Rate. For the avoidance of doubt, the

Issuer will not be obliged to take any such actions until obliged to do so pursuant to paragraph (b) below.

(b) If a Base Rate Event has occurred, the Issuer shall use all commercially reasonable endeavours to, as soon as reasonably practicable and at the Issuer's expense, appoint an Independent Adviser to initiate the procedure to determine, as soon as commercially reasonable, a Successor Base Rate, the Adjustment Spread and any Base Rate Amendments for purposes of determining, calculating, and finally deciding the applicable Base Rate.

(c) If the Issuer fails to appoint an Independent Adviser in accordance with paragraph (b) above, the Bondholders shall, if so decided at a Bondholders' Meeting or by way of Written Procedure, be entitled to appoint an Independent Adviser (at the Issuer's expense) for the purposes set forth in paragraph (b) above. If an Event of Default has occurred and is continuing, or if the Issuer fails to carry out any other actions set forth in Clauses 20.3 to 20.6, the Agent (acting on the instructions of the Bondholders) may to the extent necessary effectuate any Base Rate Amendments without the Issuer's cooperation.

(d) The Independent Adviser shall also initiate the procedure to determine any technical, administrative or operational changes required to ensure the proper operation of a Successor Base Rate or to reflect the adoption of such Successor Base Rate in a manner substantially consistent with market practice ("Base Rate Amendments").

(e) Provided that a Successor Base Rate, the applicable Adjustment Spread and any Base Rate Amendments have been finally decided no later than prior to the relevant Quotation Day in relation to the next succeeding Interest Period, they shall become effective with effect from and including the commencement of the next succeeding Interest Period, always subject to any technical limitations of the CSD and any calculations methods applicable to such Successor Base Rate.

20.4 Interim measures

(a) If a Base Rate Event set out in any of the paragraphs (a) to (e) of the Base Rate Event definition has occurred but no Successor Base Rate and Adjustment Spread have been finally decided prior to the relevant Quotation Day in relation to the next succeeding Interest Period or if such Successor Base Rate and Adjustment Spread have been finally decided but due to technical limitations of the CSD, cannot be applied in relation to the relevant Quotation Day, the Interest Rate applicable to the next succeeding Interest Period shall be:

(i) if the previous Base Rate is available, determined pursuant to the terms that would apply to the determination of the Base Rate as if no Base Rate Event had occurred; or

(ii) if the previous Base Rate is no longer available or cannot be used in accordance with applicable law or regulation, equal to the Interest Rate determined for the immediately preceding Interest Period.

(b) For the avoidance of doubt, paragraph (a) above shall apply only to the relevant next succeeding Interest Period and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustments as provided in, this Clause 20. This will however not limit the application of paragraph (a) above for any subsequent Interest Periods, should all relevant actions provided in this Clause 20 have been taken, but without success.

20.5 Notices etc.

Prior to the Successor Base Rate, the applicable Adjustment Spread and any Base Rate Amendments become effective the Issuer shall promptly, following the final decision by the Independent Adviser of any Successor Base Rate, Adjustment Spread and any Base Rate Amendments, give notice thereof to the Agent, the Issuing Agent and the Bondholders in accordance with Clause 26 (Notices and Press Releases) and the CSD. The notice shall also include information about the effective date of the amendments. If the Bonds are admitted to trading on a stock exchange, the Issuer shall also give notice of the amendments to the relevant stock exchange.

20.6 Variation upon replacement of Base Rate

(a) No later than giving the Agent notice pursuant to Clause 20.5, the Issuer shall deliver to the Agent a certificate signed by the Independent Adviser and the CEO, CFO or any other duly authorised signatory of the Issuer (subject to Clause 20.3(c)) confirming the relevant Successor Base Rate, the Adjustment Spread and any Base Rate Amendments, in each case as determined and decided in accordance with the provisions of this Clause 20. The Successor Base Rate the Adjustment Spread and any Base Rate Amendments (as applicable) specified in such certificate will, in the absence of manifest error or bad faith in any decision, be binding on the Issuer, the Agent, the Issuing Agent and the Bondholders.

(b) Subject to receipt by the Agent of the certificate referred to in paragraph (a) above, the Issuer and the Agent shall, at the request and expense of the Issuer, without the requirement for any consent or approval of the Bondholders, without undue delay effect such amendments to the Finance Documents as may be required by the Issuer in order to give effect to this Clause 20.

(c) The Agent and the Issuing Agent shall always be entitled to consult with external experts prior to amendments are affected pursuant to this Clause 20. Neither the Agent nor the Issuing Agent shall be obliged to concur if in the reasonable opinion of the Agent or the Issuing Agent (as applicable), doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Agent or the Issuing Agent in the Finance Documents.

20.7 Limitation of liability for the Independent Adviser

Any Independent Adviser appointed pursuant to Clause 20.3 shall not be liable whatsoever for damage or loss caused by any determination, action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

The Independent Adviser shall never be responsible for indirect or consequential loss. 21. Appointment and Replacement of the Agent21.1 Appointment of Agent (a) By subscribing for Bonds, each initial Bondholder: (i) appoints the Agent to act as its agent in all matters relating to the Bonds and the Finance Documents, and authorises each of 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 Bonds held by such Bondholder including any legal or arbitration proceeding relating to the perfection, preservation, protection or enforcement of the Transaction Security and the Guarantees; and (ii) confirms the appointment under the Intercreditor Agreement of the Security Agent to act as its agent in all matters relating to the Transaction Security, the Security Documents, the Guarantees and the Guarantee and Adherence Agreement, including any legal or arbitration proceeding relating to the perfection, preservation, protection or enforcement of the Transaction Security and the Guarantees and acknowledges and agrees that the rights, obligations, role of and limitations of liability for the Security Agent is further regulated in the Intercreditor Agreement. (b) By acquiring Bonds, each subsequent Bondholder confirms the appointment and authorisation for the Agent and the Security Agent to act on its behalf, as set forth in Clause 21.1(a). (c) Each Bondholder 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 not under any obligation to represent a Bondholder which does not comply with such request. (d) 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. (e) The Agent is entitled to fees for its respective work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents and the Agent's obligations as Agent under the Finance Documents are conditioned upon the due payment of such fees and indemnifications.

(f) The Agent may act as agent or trustee for several issues of securities or other loans issued by or relating to the Issuer and other Group Companies notwithstanding potential conflicts of interest.

21.2 Duties of the Agent

(a) The Agent shall represent the Bondholders subject to and in accordance with the Finance Documents, including, inter alia, holding the Transaction Security pursuant to the Security Documents and the Guarantees pursuant to the Guarantee and Adherence Agreement on behalf of the Bondholders and, where relevant, enforcing the Transaction Security on behalf of the Bondholders. The Agent is not responsible for the content, valid execution, legal validity or enforceability of the Finance Documents or the perfection of the Transaction Security.

(b) When acting in accordance with the Finance Documents, the Agent is always acting with binding effect on behalf of the Bondholders. The Agent shall carry out its duties under the Finance Documents in a reasonable, proficient and professional manner, with reasonable care and skill.

(c) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature and the Agent and the Security Agent only acts in accordance with the Finance Documents and upon instructions from the Bondholders, unless otherwise set out in the Finance Documents. In particular, the Agent is not acting as an advisor (whether legal, financial or otherwise) to the Bondholders or any other Person.

(d) The Agent is not obligated to assess or monitor the financial condition of the Issuer or compliance by the Issuer of the terms of the Finance Documents unless to the extent expressly set out in the Finance Documents, or to take any steps to ascertain whether any Event of Default (or any event that may lead to an Event of Default) has occurred. Until it has actual knowledge to the contrary, the Agent is entitled to assume that no Event of Default (or any event that may lead to an Event of Default) has occurred.

(e) The Agent is entitled to delegate its duties to other professional parties, but each of them shall remain liable for the actions of such parties under the Finance Documents.

(f) The Agent shall treat all Bondholders equally and, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders as a group 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.

(g) The Agent is always entitled to engage external experts when carrying out its duties under the Finance Documents without having to first obtain any consent from the Bondholders or the Issuer.

The Issuer shall on demand by the Agent pay all costs for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event which the Agent reasonably believes is or may lead to an Event of Default, (ii) a matter relating to the Issuer, the Finance Documents or the Transaction Security which the Agent reasonably believes may be detrimental to the interests of the Bondholders under the Finance Documents, (iii) in connection with any Bondholders’ Meeting or Written Procedure, (iv) in connection with any amendment (whether contemplated by the Finance Documents or not) or waiver under the Finance Documents or (v) as otherwise agreed between the Agent and the Issuer. 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 15 (Distribution of Proceeds). (h) The Agent shall neither be liable to the Issuer or the Bondholders for damage due to any documents and information delivered to the Agent not being accurate, correct and complete, unless it has actual knowledge to the contrary, nor be liable for the content, validity, perfection or enforceability of such documents. (i) 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. (j) If in the Agent's reasonable opinion the cost, loss or liability which it may incur (including its respective reasonable fees) in complying with instructions of the Bondholders, or taking any action at its own initiative, will not be covered by the Issuer, or the Bondholders (as applicable), the Agent or the Security Agent (as applicable) 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. (k) Unless it has actual knowledge to the contrary, the Agent may assume that all information provided by or on behalf of the Issuer (including by its advisors) is correct, true and complete in all aspects. (l) The Agent shall give a notice to the Bondholders (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 (ii) if it refrains from acting for any reason described in Clause 21.2(j). 21.3 Limited liability for the Agent (a) The Agent will not be liable to the Bondholders 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 not be responsible for indirect or consequential loss. (b) The Agent shall not shall be considered to have acted negligently if it has acted in accordance with advice addressed to it from or opinions of reputable external experts or if it has acted with reasonable care in a situation when it considers

that it is detrimental to the interests of the Bondholders to delay the action in order to first obtain instructions from the Bondholders.

(c) 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 it to the Bondholders, provided that it 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 it for that purpose.

(d) The Agent shall not have any liability to the Issuer or the Bondholders for damage caused by it acting in accordance with instructions of the Bondholders given in accordance with the Finance Documents.

(e) 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 Bondholders under the Finance Documents.

(f) The Agent is not liable for information provided to the Bondholders by or on behalf of the Issuer or any other Person.

21.4 Replacement of the Agent

(a) Subject to Clause 21.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders' Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent.

(b) Subject to Clause 21.4(f), 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.

(c) A Bondholder (or Bondholders) 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 Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders' Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders' Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent be appointed.

(d) If the Bondholders have not appointed a successor Agent within ninety (90) 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 Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances.

(e) 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.

(f) 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.

(g) 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 Bondholders 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.

(h) In the event that there is a change of the Agent in accordance with this Clause 21.4, 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. 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.

22. Appointment and Replacement of the CSD

(a) The Issuer has appointed the CSD to manage certain tasks under these Terms and Conditions and in accordance with the CSD regulations and the other regulations applicable to the Bonds.

(b) The CSD may be dismissed by the Issuer provided that the Issuer has effectively appointed a replacement CSD that accedes as CSD at the same time as the old CSD is dismissed and provided also that the replacement does not have a negative effect on any Bondholder. The replacing CSD must be authorized to professionally conduct clearing operations pursuant to the Central Securities Depository Regulation (Regulation (EU) No 909/2014) and be authorized as a central securities depository in accordance with any applicable securities legislation.

23. Appointment and Replacement of the Issuing Agent

(a) 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 Bonds.

(b) 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. 24. No Direct Actions by Bondholders (a) A Bondholder may not take any steps whatsoever against the Issuer or with respect to the Transaction Security or the Guarantees 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 (Sw. företagsrekonstruktion) or bankruptcy (Sw. 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. (b) Clause 24(a) shall not apply if the Agent has been instructed by the Bondholders 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 Bondholder to provide documents in accordance with Clause 21.1(c)), 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 by any reason described in Clause 21.2(j), such failure must continue for at least forty (40) Business Days after notice pursuant to Clause 21.2(l) before a Bondholder may take any action referred to in Clause 24(a). (c) The provisions of Clause 24(a) shall not in any way limit an individual Bondholder's right to claim and enforce payments which are due to it under Clause 9.5 (Mandatory repurchase due to a Change of Control Event, Bonds Listing Failure Event, or Equity Delisting (put option)) or other payments which are due by the Issuer to some but not all Bondholders. 25. Prescription (a) The right to receive repayment of the principal of the Bonds 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 Bondholders' right to receive payment has been prescribed and has become void. (b) If a limitation period is duly interrupted in accordance with the Swedish Act on Limitations (Sw. preskriptionslag (1981:130)), a new limitation period of ten (10) years with respect to the right to receive repayment of the principal of the Bonds, 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.

26. Notices and Press Releases26.1 Notices

(a) Any notice or other communication to be made under or in connection with the Finance Documents:

(i) if to the Agent, shall be given at the address registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on the Business Day prior to dispatch or, if sent by email by the Issuer, to the email address notified by the Agent from time to time;

(ii) if to the Issuer, shall be given at the address registered with the Swedish Companies Registration Office on the Business Day prior to dispatch or if sent by email by the Agent, to the email address notified by the Issuer to the Agent from time to time; and

(iii) if to the Bondholders, shall be given at their addresses as registered with the CSD, on the Business Day prior to dispatch, and by either courier delivery (if practically possible) or letter for all Bondholders. A notice to the Bondholders shall also be published on the websites of the Issuer and the Agent.

(b) 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 or letter, or if between the Issuer and the Agent, by email, and will only be effective:

(i) in case of courier or personal delivery, when it has been left at the address specified in Clause 26.1(a);

(ii) in case of letter, three (3) Business Days after being deposited postage prepaid in an envelope addressed to the address specified in Clause 26.1(a); or

(iii) in case of email, on the day of dispatch (unless a delivery failure message was received by the sender), save that any notice or other communication sent by email that is sent after 5.00 pm in the place of receipt shall be deemed only to become effective on the following day.

(c) Any notice which shall be provided to the Bondholders in physical form pursuant to these Terms and Conditions may, at the discretion of the Agent, be limited to:

(i) a cover letter, which shall include:

(A) all information needed in order for Bondholders to exercise their rights under the Finance Documents; (B) details of where Bondholders can retrieve additional information; (C) contact details to the Agent; and (D) an instruction to contact the Agent should any Bondholder wish to receive the additional information by regular mail; and (ii) copies of any document needed in order for Bondholder to exercise their rights under the Finance Documents. (d) Failure to send a notice or other communication to a Bondholder or any defect in it shall not affect its sufficiency with respect to other Bondholders. 26.2 Press releases (a) Any notice that the Issuer or the Agent shall send to the Bondholders pursuant to Clause 9 (Redemption and Repurchase of the Bonds), 11.1(d), 14.11(c), 16(p), 17(a), 18(a), 19(c) and 20.5 shall also be published by way of press release by the Issuer or the Agent, as applicable. (b) In addition to Clause 26.2(a), if any information relating to the Bonds or the Group contained in a notice the Agent may send to the Bondholders under these Terms and Conditions has not already been made public by way of a press release, the Agent shall before it sends such information to the Bondholders give the Issuer the opportunity to issue a press release containing such information. If the Issuer does not promptly issue a press release and the Agent considers it necessary to issue a press release containing such information before it can lawfully send a notice containing such information to the Bondholders, the Agent shall be entitled to issue such press release. 27. Force Majeure and Limitation of Liability (a) None of the Agent, the Security Agent or 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, the Security Agent or the Issuing Agent itself takes such measures, or is subject to such measures. (b) The Issuing Agent shall have no liability to the Bondholders if it has observed reasonable care. The Issuing Agent shall never be responsible for indirect damage with exception of gross negligence and wilful misconduct. (c) Should a Force Majeure Event arise which prevents the Agent, the Security 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.

(d) The provisions in this Clause 27 apply unless they are inconsistent with the provisions of the applicable securities legislation which provisions shall take precedence.

28. Governing Law and Jurisdiction

(a) 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.

(b) The Issuer submits to the non-exclusive jurisdiction of the District Court of Stockholm (Sw. Stockholms tingsrätt).

_____________________________

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

 

Oatly Group AB (publ)

as Issuer

 

/s/ Marie-José David

Name: Marie-José David

 

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

 

Nordic Trustee & Agency AB (publ)

as Agent

 

/s/ Victor Schander

Name: Victor Schander

 

Execution Copy

 

Dated 30 September 2025

Super Senior Revolving Credit Facility Agreement

between among others

Oatly Group AB (publ)
as Company

Oatly AB
as Original Borrower

Nordea Bank Abp, filial i Sverige
as Coordinating Mandated Lead Arranger

Coöperatieve Rabobank U.A. and J.P. Morgan SE
as Mandated Lead Arrangers

Coöperatieve Rabobank U.A.
as Sustainability Coordinator

The Financial Institutions listed herein
as Original Lenders

Nordea Bank Abp, filial i Sverige
as Agent

Table of Contents

 

		Page
1.	Definitions and Interpretation	3
2.	The Facility	52
3.	Purpose	55
4.	Conditions of Utilisation	55
5.	Utilisation	57
6.	Optional Currencies	59
7.	Ancillary Facilities	60
8.	Establishment of Super Senior Incremental Facilities	66
9.	Repayment	72
10.	Prepayment and Cancellation	75
11.	Interest	81
12.	Interest Periods	84
13.	Changes to the Calculation of Interest	85
14.	Fees	87
15.	Tax Gross-Up and Indemnities	88
16.	Increased Costs	92
17.	Other Indemnities	94
18.	Mitigation by the Lenders	95
19.	Costs and Expenses	95
20.	Representations	97
21.	Information Undertakings	103
22.	Financial Covenants	110
23.	General Undertakings	118
24.	Events of Default	129
25.	Changes to the Lenders	135
26.	Changes to the Obligors	140
27.	Role of the Agent and the Arrangers	142
28.	Conduct of Business by the Secured Parties	150
29.	Sharing among the Secured Parties	151
30.	Payment Mechanics	153
31.	Set-Off	157
32.	Notices	157
33.	Calculations and Certificates	160
34.	Partial Invalidity	160

35.	Remedies and Waivers	160
36.	Amendments and Waivers	161
37.	Confidential Information	169
38.	Confidentiality of Funding Rates	172
39.	Disclosure of Lender details by Agent	174
40.	Counterparts	174
41.	Bail-In	175
42.	Governing Law	177
43.	Jurisdiction	177

 

Schedule 1	The Original Parties	178
Part 1	The Original Obligors	178
Part 2	The Original Lenders	179
Schedule 2	Conditions Precedent	180
Part 1	Conditions Precedent to First Utilisation	180
Part 2	Conditions Precedent Required to be Delivered by an Additional Obligor	184
Schedule 3	Utilisation Request	186
Schedule 4	Ancillary Facility Request	187
Schedule 5	Form of Transfer Certificate	188
Schedule 6	Form of Accession Letter	191
Schedule 7	Form of Resignation Letter	192
Schedule 8	Form of Compliance Certificate	193
Schedule 9	Timetables	195
Schedule 10	Form of Increase Confirmation	197
Schedule 11	Reference Rate Terms	199
Part 1	Sterling	199
Part 2	Dollars	202
Part 3	SEK	206
Part 4	Euro	209
Schedule 12	Daily Non-Cumulative Compounded RFR Rate	212
Schedule 13	Cumulative Compounded RFR Rate	214
Schedule 14	Form of Super Senior Incremental Facility Notice	215
Schedule 15	Form of Super Senior Incremental Facility Lender Certificate	219
Schedule 16	Form of Sustainability Compliance Certificate	220
Schedule 17	Sustainability Calculations	222
Schedule 18	Form of Substitute Affiliate Lender Designation Notice	226
Schedule 19	Post-Refinancing Date Transaction Security Documents	227

 

This Super Senior Revolving Facility Agreement (the “Agreement”) is dated 30 September 2025 and made between:

(1) Oatly Group AB (publ), a limited liability company incorporated in Sweden under registration number 559081-1989 as company (the “Company”);

(2) Oatly AB, a limited liability company incorporated in Sweden under registration number 556446-1043 as original borrower (the “Original Borrower”);

(3) The Companies listed in Part 1 of Schedule 1 as original guarantors (the “Original Guarantors”);

(4) Nordea Bank Abp, filial i Sverige as coordinating mandated lead arranger (the “Coordinating Mandated Lead Arranger”);

(5) Coöperatieve Rabobank U.A. and J.P. Morgan SE as mandated lead arrangers (together with the Coordinating Mandated Lead Arranger, the “Arrangers”);

(6) Coöperatieve Rabobank U.A. as sustainability coordinator;

(7) The financial institutions listed in Part 2 of Schedule 1 as lenders (the “Original Lenders”); and

(8) Nordea Bank Abp, filial i Sverige as agent of the other Finance Parties (the “Agent”).

It is agreed as follows:

Section 1
Interpretation

1. Definitions and Interpretation1.1 Definitions

In this Agreement, capitalised terms shall have the meanings set forth below:

“ACCDR” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Acceptable Bank” means:

(a) the Original Lenders, an Affiliate of any Original Lender, the Agent or the Security Agent;

(b) a bank or financial institution which has a rating for its long-term unsecured and non-credit enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

(c) any other bank or financial institution approved by the Agent.

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Accounting Principles” means, in relation to any member of the Group incorporated in Sweden, IFRS or the accounting principles applicable to it in Sweden (including IFRS (if applicable)) and, in relation to any other member of the Group, accounting principles, standards, practices in its jurisdiction of incorporation (including IFRS, if applicable).

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

“Additional Business Day” means any day specified as such in the applicable Reference Rate Terms.

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Additional German Obligor” means an Additional Obligor incorporated or established in Germany.

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Adjusted Equity” has the meaning given to that term in Clause 22.1 (Financial definitions).

“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’s Spot Rate of Exchange” means:

(a) the Agent’s spot rate of exchange; or

(b) (if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

for the purchase of the relevant currency with the Base Currency in the Stockholm foreign exchange market at or about 11:00 a.m. on a particular day.

“Aggregate Total Super Senior Incremental Facility Commitments” means, at any time, the aggregate of the Total Super Senior Incremental Facility Commitments relating to each Super Senior Incremental Facility.

“Agreed Security and Guarantee Principles” has the meaning given to that term in the Intercreditor Agreement.

“Alternative Term Rate” means any rate specified as such in the applicable Reference Rate Terms.

“Alternative Term Rate Adjustment” means any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

(b) determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the applicable Availability Period for the relevant Super Senior Facility.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 7 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 7 (Ancillary Facilities).

“Ancillary Facility Request” means a notice substantially in the form set out in Schedule 4 (Ancillary Facility Request).

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 7 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:

(a) the principal amount under each overdraft facility and on-demand short term loan facility (net of any Available Credit Balance);

(b) the face amount of each guarantee, bond and letter of credit under that Ancillary Facility; and

(c) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

“Annual Report” has the meaning given to that term in Clause 21 (Information Undertakings).

“Annualised Cumulative Compounded Daily Rate” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Applicable ESG Standards” means in relation to each KPI, the relevant ESG standards set out in Schedule 17 (Sustainability Calculations), and, in each case, as such standards may be amended or supplemented from time to time, to the extent that such standards are no less stringent in any material respect than the form published as at the date of this Agreement.

“Article 55 BRRD” has the meaning given to that term in Clause 41.2 (Bail-In definitions).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

(a) in relation to the Super Senior Revolving Facility, the period from and including the date of this Agreement to and including the Business Day falling one (1) Month prior to the Termination Date in relation to the Super Senior Revolving Facility; and

(b) in relation to any Super Senior Incremental Facility, the period specified as such in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility delivered by the Company in accordance with Clause 8 (Establishment of Super Senior Incremental Facilities).

“Available Commitment” means, in relation to a Super Senior Facility, a Lender’s Commitment under that Super Senior Facility minus (subject as set out below):

(a) the Base Currency Amount of its participation in any outstanding Utilisations under that Super Senior Facility and the Base Currency Amount of the aggregate of its (and its Affiliates’) Ancillary Commitments under that Super Senior Facility; and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Super Senior Facility on or before the proposed Utilisation Date and, in the case of a Super Senior Facility only, the Base Currency Amount of its (and its Affiliates’) Ancillary Commitment under that Super Senior Facility in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under a Super Senior Facility only, the following amounts shall not be deducted from that Lender’s Super Senior Facility Commitment:

(i) that Lender’s participation in any Loans under that Super Senior Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii) that Lender’s (and its Affiliates’) Ancillary Commitments in respect of an Ancillary Facility which has been designated from all or part of that Super Senior Facility, to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

“Available Credit Balance” means, in relation to an Ancillary Facility, credit balances on any account of any Borrower of that Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility.

“Available Facility” means, in relation to a Super Senior Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Super Senior Facility.

“Bail-In Action” has the meaning given to that term in Clause 41.2 (Bail-in Definitions).

“Bail-In Legislation” has the meaning given to that term in Clause 41.2 (Bail-in Definitions).

“Bank Account” means a deposit account, money-market or other similar account (whether, in any case, time or demand or interest or non-interest bearing) or securities account.

“Base Currency” means SEK.

“Base Currency Amount” means:

(a) in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement); and

(b) in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Original Borrower pursuant to Clause 7.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility.

“Baseline” means, in relation to a KPI, the baseline performance of the Group set out in Schedule 17 (Sustainability Calculations).

“Baseline CAS” means, in relation to a Compounded Rate Loan in a Compounded Rate Currency, any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

(b) determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

“Blocking Law” means:

(a) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union);

(b) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; or

(c) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar provision enacted under or pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz).

“Borrower” means the Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 26 (Changes to the Obligors) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Lender pursuant to Clause 7.9 (Affiliates of Borrowers).

“Borrowings” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Break Costs” means any amount specified as such in the applicable Reference Rate Terms.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Stockholm and London and:

(a) (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency;

(b) (in relation to any date for payment or purchase of euro) which is a TARGET Day; and

(c) (in relation to:

(i) the fixing of an interest rate in relation to a Term Rate Loan;

(ii) any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(iii) the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

which is an Additional Business Day relating to that Loan or Unpaid Sum.

“Calculation Methodology” means, in relation to a KPI, the calculation methodology applicable to that KPI as set out in Schedule 17 (Sustainability Calculations).

“Cash” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Cash Equivalent Investments” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Capitalized Lease Obligation” means at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with IFRS; provided that, (i) all obligations that are or would have been treated as operating leases for purposes of IFRS on 31 December 2018 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purposes of the Finance Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with IFRS (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Finance Documents and (ii) any lease (whether such lease is in existence as of 31 December 2018 or entered into thereafter) that would constitute a capital lease in conformity with IFRS as in effect on 31 December 2018 (assuming for purposes hereof that any such future leases were in existence on 31 December 2018) shall be considered capital leases (without giving effect to the adoption or effectiveness of any changes in, or changes in the application of, IFRS after 31 December 2018 with respect thereto), and all calculations and deliverables under this Agreement or any other Finance Document shall be made or delivered, as applicable, in accordance therewith and the effects of FASB ASC 840 and FASB ASC 842 shall be disregarded.

“CEBA” means Cereal Base CEBA Aktiebolag, a limited liability company incorporated in Sweden under registration number 556482-2988.

“Central Bank Rate” has the meaning given to that term in the applicable Reference Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Reference Rate Terms.

“Charged Property” means all of the assets of any member of the Group which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Clean-Up Default” means an Event of Default other than an Event of Default under any of Clause 24.1 (Non-payment), Clause 24.6 (Insolvency), Clause 24.7 (Insolvency Proceedings), Clause 24.8 (Creditors’ process), Clause 24.9 (Ownership of the Obligors), Clause 24.10 (Unlawfulness) and Clause 24.11 (Repudiation).

“Clean-Up Period” means, in relation to an acquisition permitted by this Agreement, the period beginning on the closing date for that acquisition and ending on the date falling 45 days after that closing date or on such other date agreed by the Majority Lenders.

“Clean-Up Representation” means any of the representations and warranties under Clause 20 (Representations) other than under Clause 23.17 (Sanctions).

“Clean-Up Undertaking” means any of the undertakings specified in Clause 23 (General undertakings) other than in Clause 23.17 (Sanctions).

“Code” means the US Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

“Commitment” means:

(a) a Super Senior Revolving Facility Commitment; or

(b) a Super Senior Incremental Facility Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Compounded Rate Currency” means any currency which is not a Term Rate Currency.

“Compounded Rate Interest Payment” means the aggregate amount of interest that:

(a) is, or is scheduled to become, payable under any Finance Document; and

(b) relates to a Compounded Rate Loan.

“Compounded Rate Loan” means any Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.

“Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and.

(b) the applicable Baseline CAS or Fallback CAS.

“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a) is agreed in writing by the Original Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b) specifies a calculation methodology for that rate; and

(c) has been made available to the Original Borrower and each Finance Party.

“Confidential Information” means all information relating to the Company, any Obligor, the Group, the Nordic Bonds, the Finance Documents or a Super Senior Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Super Senior Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidential Information); or

(B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is

lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Original Borrower and the Agent.

“Cumulated RFR Banking Day” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Cumulation Period” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 13 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Dallas-Fort Worth Facility” means the production facility of the Group located in Dallas-Fort Worth, Texas, United States.

“Dallas-Fort Worth Facility Assets” has the meaning given to it in paragraph (r) of the definition of “Permitted Disposal”.

“Debt Incurrence Test” means the Debt Incurrence Test as defined in, and calculated in accordance with, the terms of the original form of the Nordic Bonds Terms and Conditions.

“Declassification Date” means the date on which the Agent (acting on the instructions of the Majority Lenders) exercises its right to declassify the Facilities as “sustainability-linked” in accordance with paragraph (a) of Clause 23.32 (Declassification Event).

“Declassification Event” means a failure by the relevant Parties to agree the amendments referred to in paragraph (b) of Clause 36.9 (Sustainability amendments) (in accordance with the terms of that Clause) within 20 Business Days following the occurrence of a Sustainability Amendment Event.

“Default” means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available (or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ Participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event, and

payment is made within five Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Gross Amount” means the amount notified by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Gross Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“Designating Lender” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Designated Loans” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Designated Net Amount” means the amount notified by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Net Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“DFW and PB Facility Closure Costs” means the restructuring and exit costs incurred by the Group in the closure and discontinuance of the Peterborough Facility and Dallas-Fort Worth Facility, and in each case any provision therefor.

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Super Senior Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“EBITDA” has the meaning given to that term in Clause 22.1 (Financial definitions).

“EEA Member Country” has the meaning given to that term in Clause 41.2 (Bail-In definitions).

“Eligible Institution” means any Lender or other bank, financial institution, trust, fund or other entity selected by the Original Borrower and which, in each case, is not a member of the Group.

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including, without limitation, land under water).

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“Equity” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Equity Cure Amount” has the meaning given to that term in paragraph (a) of Clause 22.4 (Equity Cure).

“Establishment Date” means, in relation to a Super Senior Incremental Facility, the later of:

(a) the proposed Establishment Date specified in the relevant Super Senior Incremental Facility Notice; and

(b) the date on which the Agent executes the relevant Super Senior Incremental Facility Notice.

“EU Bail-In Legislation Schedule” has the meaning given to that term in Clause 41.2 (Bail-In definitions).

“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default).

“Exceptional Items” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Existing RCF” means the revolving credit facility agreement originally dated 14 April 2021 (as amended, amended and restated, and/or supplemented from time to time, including pursuant to an amendment letter dated 11 February 2025) between, inter alios, Oatly Group AB (publ) as Company and Original Guarantor, Oatly AB as Original Borrower and Original Guarantor, the financial institutions named therein as Original Lenders and Wilmington Trust (London) Limited as Agent and Security Agent (each as defined therein).

“External Reviewer” means:

(a) the Company’s auditors; or

(b) any replacement external reviewer as may be appointed from time to time by the Company, provided that any such replacement is:

(i) an independent internationally recognised professional services firm, environmental consultancy firm or ratings agency which is regularly engaged in the application and monitoring of ESG standards and ESG calculation methodologies; and

(ii) not an Affiliate of the Company.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the senior management or the board of directors of the Original Borrower, whose determination will be conclusive for all purposes under the Finance Documents, absent manifest error).

“Fallback CAS” means, in relation to any Loan in a Term Rate Currency which becomes a “Compounded Rate Loan” for its then current Interest Period pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate), any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

(b) determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means:

(a) any letter or letters dated on or about the date of this Agreement between the Arrangers and the Company (or the Agent or the Security Agent and the Company) setting out any of the fees referred to in Clause 14 (Fees);

(b) any agreement setting out fees payable to a Finance Party referred to in paragraph (h) of Clause 2.3 (Increase) or Clause 14.4 (Interest, commission and fees on Ancillary Facilities) or under any other Finance Document; and

(c) any agreement setting out fees payable in respect of a Super Senior Incremental Facility referred to in Clause 8.9 (Super Senior Incremental Facility fees).

“Finance Document” means this Agreement, the Intercreditor Agreement, the Guarantee and Adherence Agreement, each Transaction Security Document, each Fee Letter, any Accession Letter, any Ancillary Document, any Compliance Certificate, any Sustainability Compliance Certificate, any Super Senior Incremental Facility Notice, any Resignation Letter, any Utilisation Request, any Reference Rate Supplement, any Compounding Methodology Supplement and any other document designated as such by the Agent and the Company.

“Finance Lease” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Finance Party” means the Agent, the Security Agent, the Arrangers, any Ancillary Lender or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability (but not, in any case, Trade Instruments) of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

(h) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date applicable to the Super Senior Revolving Facility or are otherwise classified as borrowings under the Accounting Principles;

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

(j) in connection with the purchase by any member of the Group of any business or assets, any post-closing payment adjustments, earn out, contingent payment or similar obligations to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing or is otherwise contingent on the happening (or not happening) of a certain event or events;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(k) (without double counting) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

“Financial Quarter” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Financial Year” has the meaning given to that term in Clause 22.1 (Financial definitions).

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(i) of Clause 13.4 (Cost of Funds).

“German Obligor” means any Obligor incorporated or established in Germany.

“German Member of the Group” means any member of the Group having its centre of main interests (as such term is used in Art. 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings) in Germany.

“Greater China Facility” means the production facility that was under construction as of April 2023 in the Zhejiang Province in PRC and intended to be operated by Oatly Thousands of Island Co Ltd.

“Greater China Facility Assets” has the meaning given to it in paragraph (s) of the definition of “Permitted Disposal”.

“Greater China and Singapore Facility Closure Costs” means the restructuring and exit costs incurred by the Group in the closure and discontinuance of the Greater China Facility and/or the Singapore Facility (for the avoidance of doubt, not including any such costs that are avoided pursuant to any disposal pursuant to paragraph (s) of the definition of “Permitted Disposal” and thus not incurred), and in each case any provision therefor.

“Gross Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft but calculated on the basis that the words “(net of any Available Credit Balance)” in paragraph (a)of the definition of “Ancillary Outstandings” were deleted.

“Group” means the Company and its Subsidiaries for the time being.

“Group Structure Chart” means the group structure chart in the agreed form.

“Guarantee and Adherence Agreement” means the guarantee and adherence agreement relating to the Nordic Bonds and this Agreement dated on or about the date hereof between, among others, the Original Guarantors and Nordic Trustee & Agency AB (publ).

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Historic RFR” means, in relation to a currency and an RFR Banking Day for that currency, the most recent RFR for a day which is no more than five RFR Banking Days before that RFR Banking Day.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“IFRS” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Impaired Agent” means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a), (b) or (c) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 10 (Form of Increase Confirmation).

“Increased Costs” has the meaning given to that term in Clause 16.1 (Increased Costs).

“Increase Lender” has the meaning given to that term in Clause 2.3 (Increase).

“Insolvency Event” in relation to an entity means that such entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Intercreditor Agreement” means the intercreditor agreement dated on or about the date of this Agreement and made between, among others, the Company, the Original Borrower, the Original Obligors, the Agent, the Security Agent and the Lenders.

“Intangible Assets” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Intellectual Property” means:

(a) any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 11.6 (Default Interest).

“Interpolated Alternative Term Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Alternative Term Rates) which results from interpolating on a linear basis between:

(a) the applicable Alternative Term Rate for the longest period (for which that Alternative Term Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Alternative Term Rate for the shortest period (for which that Alternative Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

“Interpolated Primary Term Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

(a) the applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“KPI” means KPI 1, KPI 2 or KPI 3.

“KPI 1” means the key performance indicator referred to as KPI 1 in Schedule 17 (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.

“KPI 2” means the key performance indicator referred to as KPI 2 in Schedule 17 (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.

“KPI 3” means the key performance indicator referred to as KPI 3 in Schedule 17 (Sustainability Calculations), calculated in accordance with the relevant Calculation Methodology.

“Landskrona Equipment” means equipment located in or at the Landskrona Bollspelaren *1 facility located at Örjaleden 20, 261 51 Landskrona, Sweden commissioned or acquired for the aforementioned facility after 31 December 2022.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) or pursuant to Clause 26 (Changes to the Obligors).

“Legal Reservations” means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim;

(c) the principle that any additional interest or payment of compensation imposed under any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(d) that a court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of the costs of any unsuccessful litigation brought against that party or may not award by way of costs all of the expenditure incurred by a successful litigant in proceedings brought before that court;

(e) that a court may not give effect to the provisions of Clause 34 (Partial Invalidity) or any similar provision in another Finance Document, or that interest of a default rate on overdue amounts may be a penalty and not recoverable;

(f) that the parties’ choice of law may not be recognised or upheld for reasons of public policy or otherwise, or that a judgement in a court in one jurisdiction may not be recognised or enforced in another jurisdiction, or that a court may stay proceedings if concurrent proceedings based on the same grounds and between the same parties have previously been brought before another court;

(g) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(h) any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.3 (Increase), Clause 8 (Establishment of Super Senior Incremental Facilities) or Clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Lender Model” has the meaning given to that term in Schedule 2 (Conditions Precedent).

“Liquidity” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Listing Rules” means the Securities Exchange Act of 1934 (or any analogous rules or regulations of any applicable stock exchange in which the Company’s voting stock is listed), as from time to time amended.

“LMA” means the Loan Market Association.

“Loan” means a Super Senior Revolving Facility Loan or Super Senior Incremental Facility Loan.

“Lookback Period” means the number of days specified as such in the applicable Reference Rate Terms.

“Majority Lenders” means:

(a) (for the purposes of paragraph (a) of Clause 36.1 (Required Consents) in the context of a waiver in relation to a proposed Utilisation of the Super Senior Revolving Facility of the condition in Clause 4.2 (Further Conditions Precedent)), a Lender or Lenders whose Super Senior Revolving Facility Commitments aggregate more than 66⅔ per cent. of the Total Super Senior Revolving Facility Commitments;

(b) (for the purposes of paragraph (a) of Clause 36.1 (Required Consents) in the context of a waiver in relation to a proposed Utilisation of a Super Senior Incremental Facility of the condition in Clause 4.2 (Further Conditions Precedent)), the Super Senior Incremental Facility Majority Lenders under that Super Senior Incremental Facility;

(c) (for the purposes Clause 24.15 (Acceleration)), a Lender or Lenders whose Commitments aggregate more than 50 per cent. of the Total Commitments; and

(d) (in any other case), a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to that reduction).

“Margin” means, subject to Clause 11.3 (Sustainability Margin Adjustments) and Clause 11.4 (Margin premium for Loans and Unpaid Sums in USD and GBP):

(a) in relation to any Super Senior Revolving Facility Loan, 4.00 per cent. per annum;

(b) in relation to any Super Senior Incremental Facility Loan, the percentage rate per annum specified as such in the Super Senior Incremental Facility Notice relating to the Super Senior Incremental Facility under which that Super Senior Incremental Facility Loan is made or is to be made;

(c) in relation to any Unpaid Sum relating or referable to a Super Senior Facility, the rate per annum specified above for that Super Senior Facility; and

(d) in relation to any other Unpaid Sum, the highest rate specified above,

but if:

(i) no Event of Default has occurred and is continuing; and

(ii) the Total Net Leverage Ratio in respect of the most recently completed Relevant Period (starting with the Relevant Period ending on 31 December 2025) is within a range set out below,

then the Margin for each Super Senior Revolving Facility Loan will be the percentage per annum set out below in the column opposite that range:

Total Net Leverage Ratio	Margin (per cent. per annum)
Greater than 2.75:1	4.00
Equal to or less than 2.75:1, but greater than 2.25:1	3.75
Equal to or less than 2.25:1, but greater than 1.75:1	3.50
Equal to or less than 1.75:1	3.25

However:

(A) any increase or decrease in the Margin for a Loan shall take effect on the date (the “reset date”) falling three Business Days from the date of receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 21.2 (Compliance Certificate);

(B) if, following receipt by the Agent of the Compliance Certificate related to the relevant Annual Report, that Compliance Certificate does not confirm the basis for a reduced or increased Margin, then paragraph (b) or (c) (as applicable) of Clause 11.5 (Payment of interest) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised ratio of Total Net Leverage Ratio calculated using the figures in that Compliance Certificate;

(C) while an Event of Default is continuing or the Company is in breach of its obligation to deliver a Compliance Certificate, the Margin for each Loan under the Super Senior Revolving Facility shall be the highest percentage per annum set out above (or, in relation to any Super Senior Incremental Facility Loan, in the relevant Super Senior Incremental Facility Notice) for a Loan under the Super Senior Revolving Facility (and, following a remedy or waiver of such Event of Default or breach of obligation to deliver a Compliance Certificate, the applicable Margin for the Super Senior Revolving Facility will be recalculated in accordance with the ratchet above); and

(D) for the purpose of determining the Margin, Total Net Leverage Ratio and Relevant Period shall be determined in accordance with Clause 22.1 (Financial definitions).

“Margin Stock” has the meaning assigned to such term in Regulation U of the FRB as from time to time in effect.

“Market Disruption Rate” means the rate (if any) specified as such in the applicable Reference Rate Terms.

“Material Adverse Effect” means a material adverse effect on:

(a) the business, assets or financial condition of the Group (in each case taken as a whole), provided that an event (or a series of events) which affect(s) or is (are) likely to affect

the ability of the Obligors to comply with their obligations pursuant to Clause 22 (Financial Covenants) shall not for that reason be a Material Adverse Effect;

(b) the ability of the Obligors (taken as a whole) to perform their payment obligations under any Finance Document; or

(c) subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of any of the Finance Documents or the validity, legality or effectiveness or priority or ranking of the Transaction Security, which, if capable of remedy, is not remedied within 20 Business Days of the Company or any other Obligor becoming aware of the issue, provided that such period shall run concurrently with any other applicable grace period.

“Material Company” means, at any time:

(a) an Obligor; or

(b) each direct Holding Company of a Material Company (excluding any direct Holding Company of the Company); or

(c) any member of the Group whose revenue or assets represents five (5) per cent. or more of the consolidated revenue or the consolidated gross assets (as applicable) of the Group.

Compliance with the conditions set out in paragraph (c) above shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest Annual Report. However, if a Subsidiary has been acquired since the date as at which the latest Annual Report were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary.

For purpose of the calculations of the consolidated revenue of the Group in paragraph (c) above, any member of the Group having negative revenue or assets shall be deemed to have zero revenue or assets.

“Material Intellectual Property” means all Intellectual Property that is material to the business of the Group.

“Material Jurisdiction” means, as of any date of determination, any jurisdiction in which (i) aggregate revenues of the Group for the most recent period of four consecutive Financial Quarters ending on or prior to such date exceed 5% of the total revenues of the Group for such period or (ii) aggregate assets of the Company or any of its Subsidiaries incorporated or domiciled in such jurisdiction exceed 5% of the total assets of Group.

“Maximum DFW and PB Facility Closure Cash Outflow Amount” means, as of any date of determination, an amount equal to the excess of (i) the aggregate amount of the DFW and PB Facility Closure Costs as of such date over (ii) the aggregate cash consideration received by the Obligors for all disposals of Dallas-Fort Worth Facility Assets and Peterborough Facility Assets made pursuant to paragraph (r) of the definition of “Permitted Disposal” (when aggregated with any cash proceeds received by the Obligors during the same period attributable to the return, cancellation or termination of any delivery, order, contract or other agreement relating to the Peterborough Facility and/or the Dallas-Fort Worth Facility) as of such date of determination.

“Maximum Greater China and Singapore Facility Closure Cash Outflow Amount” means, as of any date of determination, an amount equal to the excess of (i) the aggregate amount of the Greater China and Singapore Facility Closure Costs as of such date over (ii) the aggregate cash consideration received by the Group for all disposals of Greater China Facility Assets and

Singapore Facility Assets made pursuant to paragraph (s) of the definition of “Permitted Disposal” (when aggregated with any cash proceeds received by the Group during the same period attributable to the return, cancellation or termination of any delivery, order, contract or other agreement relating to the Greater China Facility and/or the Singapore Facility) as of such date of determination.

“Month” means, in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency) a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

“Multi-account Overdraft” means an Ancillary Facility which is an overdraft facility comprising more than one account.

“Net Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft.

“New Company Injections” means the aggregate amount of:

(a) amounts contributed to the Company by the shareholders of the Company by way of cash common equity (including by way of share issue or unconditional shareholder’s contribution); and

(b) amounts of shareholder debt provided to the Company which constitute Subordinated Financing and are subordinated to the Super Senior Facilities under the Intercreditor Agreement as Subordinated Debt or Unsecured Convertible Notes (each as defined in the Intercreditor Agreement) or otherwise on terms satisfactory to the Lenders,

in either case (i) only taking into account amounts subscribed, lent or converted after the date of this Agreement and (ii) excluding (A) any capitalised interest and (B) any employee stock ownership plan or trust that has been funded by the Company, provided that any New Company Injections shall not, for the purpose of any Equity Cure Amount, include any amount which has been utilised for another purpose under this agreement (including to augment or build capacity to incur any Financial Indebtedness or make any Permitted Payment or Permitted Loan or grant Permitted Guarantee hereunder).

“New Lender” has the meaning given to that term in Clause 25.1 (Transfers by the Lenders).

“New Product Launch” means that certain product launch that the Group contemplated in 2024 referred to in written communication from the Company to the Lenders on 23 December 2024.

“Non-Consenting Lender” has the meaning given to that term in Clause 36.6 (Replacement of Lender).

“Non-Obligor” means any member of the Group that is not an Obligor.

“Non-Obligor Support” means, without double counting, the aggregate amount of:

(a) loans or other Financial Indebtedness provided by Obligors to Non-Obligors;

(b) guarantees granted by Obligors guaranteeing Financial Indebtedness of Non-Obligors;

(c) equity contributions by Obligors to Non-Obligors; and

(d) any other transfer of cash or assets by Obligors to Non-Obligors, in each case other than a Permitted Disposal.

“Nordic Bonds” means the senior secured floating rate bonds with ISIN number SE0026141756 contemplated to be issued by the Company in an aggregate nominal amount of up to SEK 2,700,000,000.

“Nordic Bonds Terms and Conditions” means the terms and conditions for the Nordic Bonds entered into between the Company as issuer and Nordic Trustee & Agency AB (publ) as bondholders’ agent.

“Nordic Bonds Documents” means the Nordic Bonds Terms and Conditions and the other Finance Documents (as defined in the Nordic Bonds Terms and Conditions).

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Original Borrower, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of Treasury.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions Relating to Optional Currencies).

“Original Financial Statements” means the audited consolidated financial statements of the Company for the financial year ended 31 December 2024.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated, organised or formed, as applicable, as at the date of this Agreement or, in the case of an Additional Obligor, as at the date on which that Additional Obligor becomes Party as a Borrower and/or a Guarantor (as the case may be).

“Original Obligor” means the Original Borrower or an Original Guarantor.

“Original Termination Date” means the earlier of:

(a) the date falling two (2) years and six (6) Months after the Refinancing Date; and

(b) the latest possible date which falls:

(i) at least three (3) months prior to the maturity date under the Nordic Bonds Terms and Conditions; and

(ii) at least six (6) months prior to the maturity date applicable to the Unsecured Convertible Notes.

“Participant” has the meaning given to that term in Clause 25.10 (The Participant Register).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Participant Register” has the meaning given to that term in Clause 25.10 (The Participant Register).

“Party” means a party to this Agreement.

“Perfection Exceptions” means, with respect to (a) assets located in the United States, that no Obligor shall be required to (i) perfect a security interest to the extent the cost, burden, difficulty or consequence of perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably agreed by the Majority Lenders and the Original Borrower in their reasonable judgment, or (ii) send notices to account debtors or other contractual third-parties prior to an Event of Default, and (b) assets not located in the United States, no Obligor shall be required to take any actions contrary to the Agreed Security and Guarantee Principles.

“Perfection Requirements” means the making of the appropriate registrations, filings or notifications of the Transaction Security Documents as specifically contemplated by any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).

“Permitted Acquisition” means:

(a) any acquisition agreed to by the Agent (acting on behalf of the Majority Lenders);

(b) an acquisition by the Company or any Subsidiary of the Company of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal or Permitted Transaction;

(c) an acquisition of securities which are Cash Equivalent Investments;

(d) the incorporation of a limited liability company or the purchase of shares in an off-the-shelf limited liability company (by the Company or any Subsidiary of the Company) which becomes a member of the Group;

(e) an investment in any interest (including, but not limited to, shares, businesses or undertakings) in a corporate entity (including, but not limited to, any member of the Group) in which a member of the Group already holds an interest;

(f) any acquisition by any member of the Group of a company or a business or undertaking, provided that:

(i) it is engaged in a business substantially the same as, or complementary to, that carried on by the Group;

(ii) EBITDA is greater than zero;

(iii) no Event of Default is continuing or would result from such acquisition;

(iv) if a person is acquired, such person becomes a Subsidiary of the Company; and

(v) either:

(A) Liquidity is equal to or greater than USD 175,000,000 (or the equivalent in any other currency) on a pro forma basis; and the acquisition is funded by cash equity contributions to the Company from its shareholders; or

(B) the Total Net Leverage Ratio is equal to or less than 3.50:1 on a pro forma basis; and

(g) any acquisition fully funded by New Company Injections of a company or a business or undertaking engaged in a business substantially the same as, or complementary to, that carried on by the Company or the Group.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal, which, except in the case of paragraphs (b) and (d) below, is on arm’s length terms:

(a) of trading assets or the expenditure of cash made by any member of the Group in the ordinary course of trading of the disposing entity;

(b) of any asset:

(i) by a Non-Obligor to another member of the Group (other than the Company and CEBA);

(ii) by an Obligor to another Obligor (other than the Company and CEBA); and

(iii) by an Obligor to a Non-Obligor, provided that the higher of the market value and net consideration receivable for such disposals pursuant to this paragraph (iii) does not in aggregate exceed the greater of USD 3,000,000 (or the equivalent in any other currency) and 5.0% of EBITDA in any Financial Year;

(c) constituting a third-party sale, for Fair Market Value, of any shares in (i) Oatly Hong Kong Holding Limited (reg. no. 1558549) and/or (ii) any Subsidiary of Oatly Hong Kong Holding Limited organized in PRC;

(d) in respect of which the Agent (acting on behalf of the Majority Lenders) has given its prior written consent;

(e) of assets (other than shares in an Obligor and businesses or real property) in exchange for other assets comparable or superior as to type, value or quality;

(f) of surplus, obsolete or redundant assets (other than shares in an Obligor) not required for the efficient operation of the disposing entity’s business;

(g) of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(h) of any purchased equipment or assets for Fair Market Value, in each case, (i) back to the original vendor of such equipment or assets within 180 days of receipt of the equipment or assets and (ii) in the ordinary course of business;

(i) the sale, lease, assignment, license, sublicense or sublease of any personal property (other than Material Intellectual Property) in the ordinary course of business and which does not materially interfere with the business of the Group;

(j) (i) non-exclusive licenses, sublicenses or cross-licenses of intellectual property, other intellectual property rights or other general intangibles, (ii) exclusive licenses, sublicenses or cross-licenses of intellectual property (including the provision of software under an open source license), other intellectual property rights or other general intangibles, in each case in the ordinary course of business of the Group and other than in relation to any liquid oat base production patent which constitutes Material Intellectual Property and (iii) in connection with and as a result of any transaction referred to in paragraph (c) of the definition of “Permitted Disposal”, exclusive non-assignable licenses, at arm’s length terms, of intellectual property, other intellectual property rights or other general intangibles, for use within the People’s Republic of China, Hong Kong, Macau and Taiwan only;

(k) arising as a result of any Permitted Security;

(l) of operating leases of real property not required for the ordinary course of trading of any member of the Group granted to third parties on arm’s length terms and not interfering in any material respect with the ordinary course of trading of any member of the Group;

(m) of cash not otherwise prohibited under the Finance Documents;

(n) constituting a Permitted Transaction;

(o) of receivables (i) on a non-recourse basis or (ii) that is recourse to the Group in an aggregate principal amount outstanding not to exceed USD 5,000,000 (or the equivalent in any other currency) in any Financial Year;

(p) any Sale/Leaseback Transaction in respect of any Landskrona Equipment in an aggregate amount not to exceed the greater of (x) USD 10,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA, provided that the proceeds of such Sale/Leaseback Transaction shall be applied solely to finance new equipment installed after the date of this Agreement;

(q) as set out in the Report on Form 6-K filed by the Company on 3 January 2023 together with the exhibits thereto, in accordance with the asset purchase agreement dated 30 December 2022 entered into between Oatly Inc., Oatly US Operations & Supply Inc., Ya YA Foods USA LLC and Aseptic Beverage Holdings LP (as originally in effect, the “Asset Purchase Agreement”), the sale of Oatly Inc.’s manufacturing facilities in Ogden, Utah and Dallas-Fort Worth, Texas to Ya YA Foods USA LLC subject to the terms and conditions of the Asset Purchase Agreement (together with the licensing of any intellectual property rights and goodwill by any member of the Group to Ya YA Foods USA LLC for use solely in connection with the performance by Ya YA Foods USA LLC of its obligations under the Co-Pack Agreement (as defined in the Asset Purchase Agreement));

(r) of assets located in, at or on, or otherwise relating to, (i) the Group’s discontinued Peterborough Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Peterborough Facility (such assets, the “Peterborough Facility Assets”)) or (ii) the Group’s discontinued Dallas-Fort Worth Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Dallas-Fort Worth Facility (such assets, the “Dallas-Fort Worth Facility Assets”)); provided that, in each case:

(i) such assets were used (or were previously planned to be used) in the operation of the Peterborough Facility or the Dallas-Fort Worth Facility;

(ii) such assets were either located in, at or on the Peterborough Facility or the Dallas-Fort Worth Facility, or stored in, or in transit to, a separate warehouse or other storage facility;

(iii) no member of the Group shall transfer any assets material to the business of the Group to the Peterborough Facility or the Dallas-Fort Worth Facility;

(iv) any such disposal is contractually committed to by the Group on or prior to 30 September 2025 and shall have been consummated on or prior to 31 December 2025;

(v) no Event of Default shall have occurred and be continuing or shall result therefrom;

(vi) (a) at least 85% of the consideration therefor shall be in the form of cash and (b) 100% of the consideration therefor shall be in the form of either cash or deferred cash consideration;

(vii) such disposal shall be made for Fair Market Value; and

(viii) the proceeds of such disposal shall be received by an Obligor and used solely for the working capital purposes of the Obligors;

(s) of assets located in, at or on, or otherwise relating to, (i) the Group’s discontinued Greater China Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Greater China Facility (such assets, the “Greater China Facility Assets”)) or (ii) the Group’s discontinued Singapore Facility (including any real property, machinery, equipment and vehicles located in, at or on, or otherwise relating to, the Singapore Facility (such assets, the “Singapore Facility Assets”)); provided that, in each case:

(i) such assets were used (or were previously planned to be used) in the operation of the Greater China Facility or the Singapore Facility;

(ii) such assets were either located in, at or on the Greater China Facility or the Singapore Facility, or stored in, or in transit to, a separate warehouse or other storage facility;

(iii) no member of the Group shall transfer any assets material to the business of the Group to the Greater China Facility or the Singapore Facility;

(iv) no Event of Default shall have occurred and be continuing or shall result therefrom;

(v) (a) at least 85% of the consideration therefor shall be in the form of cash and/or reduction or avoidance of Greater China and Singapore Facility Closure Costs and (b) 100% of the consideration therefor shall be in the form of either cash, deferred cash consideration and/or reduction or avoidance of Greater China and Singapore Facility Closure Costs;

(vi) such disposal shall be made for Fair Market Value; and

(vii) the proceeds of such disposal shall (i) if made by an Obligor, be received by an Obligor and used solely for application towards Greater China and Singapore Facility Closure Costs and/or the working capital purposes of the Obligors or (ii) if made by a Non-Obligor, be received by a member of the Group and used solely for application towards Greater China and Singapore Facility Closure Costs and/or the working capital purposes of the Group;

(t) constituting a conversion of an intra-Group loan into share capital of, or a capital contribution to, the member of the Group owing such loan, provided that if existing shares of such member of the Group are subject to Transaction Security, any new shares in such member of the Group issued in connection therewith to the relevant Obligor also become subject to Transaction Security on substantially the same terms (ignoring, for this purpose, the starting of any hardening periods);

(u) of a Permitted Loan in connection with a capitalisation, forgiveness, waiver, release or other discharge of that loan; and

(v) if not permitted by the preceding paragraphs or as a Permitted Transaction, of assets (other than shares in an Obligor, any real property subject to Transaction Security and businesses) for cash where the higher of the market value and net consideration

receivable (when aggregated with the higher of the market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Transaction) does not exceed the greater of USD 5,000,000 (or the equivalent in any other currency) and 5% of EBITDA in any Financial Year.

“Permitted Financial Indebtedness” means Financial Indebtedness:

(a) arising under any of the Finance Documents;

(b) up until and including the Refinancing Date, arising under:

(i) the Existing RCF and the Finance Documents (as defined in the Existing RCF); and

(ii) the Term Loan B Facility and the Loan Documents (as defined in the Term Loan B Credit Agreement);

(c) arising under any of the Nordic Bonds Documents;

(d) incurred by the Company if such Financial Indebtedness meets the Debt Incurrence Test tested pro forma including such incurrence, provided that it:

(i) is incurred as a result of a Subsequent Bond Issue (as defined in the Nordic Bonds Terms and Conditions); or

(ii) ranks pari passu with the obligations of the Company under the Nordic Bonds Documents and has a final maturity date or, when applicable, early redemption dates or instalment dates (including mandatory buy-backs of debt) falling after the Termination Date; or

(iii) is subordinated to the obligations of the Company under the Finance Documents and has a final maturity date or, when applicable, early redemption dates or instalment dates (including mandatory buy-backs of debt) falling after the Termination Date;

(e) arising under the Unsecured Convertible Notes so long as the Unsecured Convertible Notes constitutes a Subordinated Financing up to an aggregate outstanding principal amount as of any date not to exceed USD 335,000,000 plus any capitalized or “paid-in-kind” interest accruing thereon, which Financial Indebtedness shall be subject to the Intercreditor Agreement;

(f) arising under any New Company Injection pursuant to paragraph (b) of the definition thereof;

(g) incurred with the prior written consent of the Agent (acting on behalf of the Majority Lenders);

(h) to the extent covered by a letter of credit, guarantee or indemnity issued under an Ancillary Facility;

(i) as a result of any trade credit received (including for the avoidance of doubt but not limited to any liability under any advance or deferred purchase agreement) by any member of the Group from any of its trading partners in the ordinary course of its trading activities (on normal commercial terms);

(j) as a result of deferred payment arrangements, post-closing payment adjustments, earn out, contingent payment or similar obligations in relation to any transaction permitted by this Agreement provided that the aggregate amount of such deferred payment

arrangements during the life of this Agreement does not exceed the sum of (x) USD 10,000,000 (or the equivalent in any other currency) in any Financial Year and (ii) USD 20,000,000 (or the equivalent in any other currency) in the aggregate during the term of this Agreement, unless such Financial Indebtedness (1) is subordinated to the Super Senior Facilities pursuant to the Intercreditor Agreement on terms satisfactory to the Lenders and (2) does not require cash payments, or have a maturity date occurring, prior to the date that is one hundred and eighty one (181) days after the Termination Date;

(k) arising under interest hedging or arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade or in respect of utilisations made in Optional Currencies, but not a foreign exchange transaction for investment or speculative purposes;

(l) of any company, business or undertaking acquired by a member of the Group after the date of this Agreement which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of three months following the date of acquisition;

(m) arising under any netting or set-off arrangement entered into by any member of the Group with a Lender or an Affiliate of a Lender or an Acceptable Bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group (including a Multi-account Overdraft) but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of Non-Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of Non-Obligors except, in the case of (i) and (ii) above, to the extent such netting, set-off or Security relates to, or is granted in support of, a loan which is not prohibited under the Finance Documents;

(n) in respect of export credit agency financings in an aggregate outstanding principal amount not to exceed the greater of (x) USD 10,000,000 (or the equivalent in any other currency) and (y) 15.0% of EBITDA at any time, provided that such Financial Indebtedness shall only be incurred by the Original Borrower;

(o) under Finance Leases, provided that the aggregate capital value of all such items so financed or leased under outstanding Finance Leases by members of the Group does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 20.0% of EBITDA at any time;

(p) any pension debt incurred in the ordinary course of business;

(q) arising as a consequence of making non-cash group contributions (Sw. koncernbidrag) provided that such Financial Indebtedness is immediately extinguished by way of making unconditional shareholders contributions;

(r) arising under any Sale/Leaseback Transaction permitted under paragraph (p) of the definition of “Permitted Disposal” in so far as it relates only to such related lease obligations (and no other types of Financial Indebtedness or financing);

(s) arising under any intercompany indebtedness between members of the Group (provided (i) that it constitutes a Permitted Loan and (ii) that it is unsecured or secured by Security that is junior to the Transaction Security) and any subordinated shareholder debt subordinated to the Super Senior Facilities under the Intercreditor Agreement as

Subordinated Debt (as defined in the Intercreditor Agreement) or otherwise on terms satisfactory to the Lenders or otherwise to the satisfaction of the Lenders;

(t) arising under a Permitted Transaction;

(u) incurred under PRC Facilities provided that the aggregate outstanding principal amount does not exceed [***] at any time;

(v) arising under a bank guarantee, surety (Bürgschaft) or any other instrument issued by a bank or financial institution upon request of a member of the Group in order to comply with the requirement of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV);

(w) arising under any guarantee given in order to comply with the requirement of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and

(x) not permitted by the preceding paragraphs or as a Permitted Transaction and the aggregate outstanding principal amount of which does not exceed the greater of (x) USD 10,000,000 (or the equivalent in any other currency) and (y) 10.0% of EBITDA at any time.

“Permitted Guarantee” means:

(a) any guarantee or indemnity contemplated by the Finance Documents or the Nordic Bonds Documents;

(b) up until and including the Refinancing Date, any guarantee or indemnity under the Existing RCF and the Term Loan B Credit Agreement;

(c) any guarantee or indemnity in respect of export credit agency backed loans permitted pursuant to paragraph (n) of the definition of “Permitted Financial Indebtedness”;

(d) any guarantee or indemnity granted by members of the Group organized in PRC that are Non-Obligors in respect of PRC Facilities;

(e) any guarantee of any Financial Indebtedness referred to in paragraph (k) of the definition of “Permitted Financial Indebtedness”;

(f) any guarantee to landlords and counter-indemnities in favour of financial institutions which have guaranteed obligations of a member of the Group pursuant to transactions which that member of the Group has entered into in the ordinary course of trading;

(g) any guarantee guaranteeing performance by a member of the Group under any contract not relating to Financial Indebtedness entered into in the ordinary course of business;

(h) any guarantee and indemnity given in favour of directors, officers or employees of any member of the Group in respect of their function as such;

(i) any indemnity given to professional advisers and consultants in the ordinary course of business;

(j) any guarantee (in a customary form and subject to customary limitations) given in connection with a Permitted Disposal, a Permitted Payment, a Permitted Transaction, a Permitted Acquisition or to a Joint Venture party;

(k) any guarantee of the obligations of Obligors or issued by a Non-Obligor in respect of the obligations of another member of the Group;

(l) a guarantee by an Obligor of Financial Indebtedness owing by any Non-Obligor provided that the aggregate amount of such guarantees does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA at any time;

(m) any guarantee approved by the Agent (acting on behalf of the Majority Lenders);

(n) any guarantee required by law or a court to be granted in favour of creditors in relation to mergers or conversions of members of the Group in order to permit or facilitate the merger occurring, provided that the Company will use its reasonable endeavours to procure the release of such guarantees as soon as is reasonably practicable;

(o) any guarantee given or arising under legislation relating to Tax or corporate law under which any member of the Group assumes general liability for the obligations of another member of the Group incorporated or Tax resident in the same country;

(p) customary indemnities given in mandate, engagement and commitment letters; and

(q) any guarantee not permitted by the preceding paragraphs or as a Permitted Transaction where the aggregate principal amount secured by such guarantees does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA at any time.

“Permitted Holding Company Activity” means:

(a) in the case of the Company, rights, obligations and liabilities under New Company Injections;

(b) (x) in the case of the Company, its ownership of shares in CEBA and any acquisition of shares in CEBA not already owned by the Company and (y) in the case of CEBA, its ownership of the shares of the Original Borrower;

(c) the entry into, and the performance of its obligations with respect to, the Finance Documents, the Term Loan B Credit Agreement (and any Loan Documents as defined therein), the Nordic Bonds Documents, any documentation relating to the Unsecured Convertible Notes, any documentation relating to any permitted refinancing of the foregoing or documentation relating to the Financial Indebtedness otherwise permitted by this Agreement and the guarantees permitted by paragraph (d) below, provided that neither the Company nor CEBA may incur any Financial Indebtedness other than (i) with respect to the Company, under the Unsecured Convertible Notes or New Company Injections and (ii) with respect to the Company and CEBA, under intra-Group loans (including, for the avoidance of doubt group contributions (Sw. koncernbidrag));

(d) the payment of dividends and distributions permitted by this Agreement (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of, and loans to, its direct Subsidiaries permitted hereunder and guarantees of Financial Indebtedness permitted to be incurred hereunder by the Group and guarantees of other obligations of the Group not constituting Financial Indebtedness, in each case to the extent such guarantees are otherwise permitted hereby;

(e) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries);

(f) the performing of activities in preparation for and consummating any public offering of common stock of the Company or any other issuance or sale of its shares;

(g) the participation in tax, accounting and other administrative matters as a member of Group, including compliance with applicable laws and legal, tax and accounting matters related thereto, activities relating to its officers, directors, managers and employees and the making of group contributions (Sw. koncernbidrag);

(h) the holding of any cash and Cash Equivalent Investments (but not operating any property) solely for any purpose permitted by this definition;

(i) the providing of indemnification to officers, managers, directors and employees customarily provided by a holding company to its Subsidiaries;

(j) any obligations and liabilities of the Company relating to the long-term incentive program pertaining to the Group (as amended and/or replaced from time to time, the “LTIP”), including (without limitation) (1) the transfer of any warrant issued in, and held by, the Company from time to time (“LTIP Warrants”) to any existing or contemplated new participant in the LTIP (whether directly or via any intermediary (an “LTIP Intermediary”)) and (2) the performance by the Company of its rights and obligations under any contractual arrangement (including, without limitation, any ISDA agreement and trade confirmation) entered into between the Company and any LTIP Intermediary relating to the conversion of LTIP Warrants into, and delivery of, shares and/or American depositary shares in the Company;

(k) in the case of the Company, issuance of notes pursuant to the Unsecured Convertible Notes;

(l) any Permitted Transaction; and

(m) any activities incidental to the foregoing.

“Permitted Loan” means any loan or Financial Indebtedness made or granted:

(a) with the prior written consent of the Agent (acting on behalf of the Majority Lenders);

(b) which constitute advances, loans or extensions of trade credit and other vendor financing in the ordinary course of business;

(c) to another Obligor or made or granted by a Non-Obligor to another member of the Group;

(d) by Obligors to members of the Group which are not Obligors provided that the aggregate outstanding principal amount thereunder does not at any time exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5% of EBITDA at any time;

(e) which constitutes or is made pursuant to, in connection with or for purposes of facilitating or financing a Permitted Payment or a Permitted Transaction, provided that the outstanding principal amount of such loans granted by Obligors to Non-Obligors do not in aggregate exceed the basket set out in paragraph (d) above at any time;

(f) pursuant to any arrangement constituting deferred consideration in respect of a Permitted Disposal to an amount equal to fifteen (15) per cent. of the amount payable;

(g) in the nature of credit balances held with bank or financial institutions (including, but not limited to, any cash pool arrangements permitted by this Agreement); and

(h) any loan not permitted by the preceding paragraphs or as a Permitted Transaction so long as the aggregate outstanding principal amount of such loans does not exceed the greater of (x) USD 5,000,000 (or the equivalent in any other currency) and (y) 5.0% of EBITDA at any time.

“Permitted Payment” means:

(a) any payment consented to by the Agent (acting on behalf of the Majority Lenders);

(b) the payment of any dividend, return on capital, repayment of capital contributions or other distribution or payment in respect of share capital or partnership interest by the Company to a shareholder of the Company, provided that (i) the Total Net Leverage Ratio, both immediately before and immediately after the making of the payment (calculated as if the Relevant Period ended on such date), is equal to or less than 3.50:1 and (ii) such payment is made when no Event of Default is continuing or would occur immediately after the making of the payment;

(c) the payment of any dividend, return on capital, repayment of capital contributions or other distribution or payment in respect of share capital or by way of loan or repayment of interest or principal by the Company to a shareholder of the Company to reimburse such shareholder for any:

(i) fees for management and administrative services (excluding treasury services but including directors’ fees, professional fees and regulatory costs) provided to members of the Group of a type customarily provided by a shareholder to its Subsidiaries in an aggregate amount not exceeding USD 20,000,000 (or the equivalent in any other currency) in any Financial Year;

(ii) amounts incurred employing employees whose services are required for the operations of the Group in an aggregate amount not exceeding USD 200,000 (or the equivalent in any other currency) in any Financial Year; and

(iii) Tax, where the liability is incurred in the ordinary course of activities of the relevant shareholder,

provided that such payment is made when no Event of Default is continuing or would occur immediately after the making of the payment;

(d) any payment made by the Company to enable an Obligor to make payments of any fees, interest, principal or other charges due to the Finance Parties under any Finance Document and any payment of interest and/or principal made by the Company to an Obligor under any intra-Group loan; and

(e) any payment made by the Company:

(i) under the Unsecured Convertible Notes on or about the Refinancing Date using net proceeds from the Nordic Bonds; and

(ii) for the purpose of redeeming any Unsecured Convertible Stub Notes on or after the date falling six (6) months after the Original Termination Date, unless converted into equity by the relevant noteholder, provided that the Super Senior Revolving Facility has been extended in accordance with Clause 9.2 (Extension Option).

“Permitted Security” means:

(a) the Transaction Security and any cash cover for any Ancillary Facility;

(b) up until and including the Refinancing Date, any security securing the Existing RCF and the Term Loan B Credit Agreement;

(c) any security created under the Proceeds Account Pledge Agreement (as defined in the Nordic Bonds Terms and Conditions);

(d) any Security created with the prior written consent of the Agent (acting on behalf of the Majority Lenders);

(e) any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

(f) any netting or set-off arrangement entered into by any member of the Group with a Lender or an Affiliate of a Lender or an Acceptable Bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group (including a Multi-account Overdraft) but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors except, in the case of (i) and (ii) above, to the extent such netting, set-off or Security relates to, or is granted in support of, a loan which is not prohibited under the Finance Documents;

(g) any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

(h) any Security or Quasi-Security over or affecting any asset acquired by, or any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset or company;

(ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset or company; and

(iii) the Security or Quasi-Security is removed or discharged within three months of that company becoming a member of the Group;

(i) any Security or Quasi-Security arising under any retention of title (including any extended retention of title (verlängerter Eigentumsvorbehalt)), hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

(j) any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

(k) any Security or Quasi-Security over accounts receivable, inventory and products and proceeds thereof (together with (i) any related deposit accounts and securities accounts and cash, securities and other financial assets credited thereto, (ii) payment intangibles, chattel paper, letter-of-credit rights, supporting obligations and general intangibles, in each case related thereto, and (iii) proceeds of any of the foregoing);

(l) any Security or Quasi-Security arising as a consequence of any Finance Lease (as applicable) permitted pursuant to paragraph (o) of the definition of “Permitted Financial Indebtedness” provided that such Security or Quasi-Security is over the asset to which the Finance Lease relates;

(m) any Security or Quasi-Security over goods and documents of title to goods arising in the ordinary course of letter of credit transactions under an Ancillary Facility;

(n) any Security or Quasi-Security over rental deposits arising in the ordinary course of trading in respect of any property leased or licensed by a member of the Group, provided that the deposit does not exceed 12 months’ rent for the relevant property;

(o) any Security or Quasi-Security over bank accounts held with Acceptable Banks granted as part of that Acceptable Bank’s standard terms and conditions;

(p) any Security or Quasi-Security arising as a result of legal proceedings being contested in good faith and which is discharged within 30 days of such Security or Quasi-Security first arising;

(q) any Security or Quasi-Security arising by operation of law in respect of Taxes being contested in good faith;

(r) any Security or Quasi-Security in respect of Financial Indebtedness under export credit agency backed loans permitted pursuant to paragraph (n) of the definition of “Permitted Financial Indebtedness” provided that such Security or Quasi-Security is over the asset(s) to which such export credit agency backed loan relates;

(s) any Security or Quasi-Security arising under the general terms and conditions (Allgemeine Geschäftsbedingungen) of savings banks (Sparkassen) and other financial institutions or similar general terms and conditions of banks and financial institutions with whom any member of the Group maintains a banking relationship in the ordinary course of business;

(t) any Security or Quasi-Security required to be granted under mandatory law in favour of creditors as a consequence of a merger or a conversion permitted under this Agreement (including but not limited to in accordance with sections 22, 204 of German Transformation Act (Umwandlungsgesetz));

(u) any Security or Quasi-Security arising by operation of law under a lease in favour of the relevant third party landlord (including but not limited to any landlord’s pledge (Vermieterpfandrecht));

(v) any Security or Quasi-Security given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV);

(w) any Security or Quasi-Security granted by members of the Group organized in PRC that are not Obligors in respect of PRC Facilities; and

(x) any Security (save in respect of Security or Quasi-Security over (i) Material Intellectual Property or shares in any member of the Group unless otherwise offered to the Lenders and/or (ii) any Charged Property) not permitted by the preceding paragraphs or as a Permitted Transaction securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (a) to (w) above) does not exceed the higher of USD 10,000,000 (or the equivalent in any other currency) and 10% of EBITDA at any time.

“Permitted Transaction” means:

(a) subject to Clause 36.2 (All Lender Matters) any transaction consented to by the Agent (acting on behalf of the Majority Lenders);

(b) any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

(c) the solvent liquidation or reorganisation (including but not limited to by way of merger) of any Non-Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group;

(d) the commencement of a solvent reorganisation (including but not limited to by way of merger) of:

(i) an Obligor (other than a Borrower), provided that:

(A) all of its assets remain within the Group and the value or percentage of any minority interest in any Group member held outside the Group is not increased; and

(B) the Lenders maintain substantially similar or equivalent guarantees and security after the reorganisation, or

(ii) a Borrower, provided that:

(A) all of its assets remain within the Group and the value or percentage of any minority interest in any Group member held outside the Group is not increased;

(B) the Lenders maintain substantially similar or equivalent guarantees and security after the reorganisation;

(C) if the reorganisation is a merger, the surviving entity is such, or another, Borrower and provided further that each involved entity is a Borrower in relation to the same Lender(s);

(D) if the reorganisation is a merger involving the Company, the Company is the surviving entity; and

(E) if the reorganisation is a liquidation, dissolution or winding up, the consent of the Agent (acting on the instructions of the Majority Lenders) has been obtained;

(e) a disposal by CEBA of all shares in the Original Borrower to the Company, provided that, prior thereto, a security confirmation agreement (in form and substance satisfactory to the Lenders) is entered into in respect of the Transaction Security provided by CEBA in respect of its shares in the Original Borrower;

(f) the solvent liquidation of CEBA so long as (i) any payments or assets distributed as a result of such liquidation are distributed on a pro rata basis to the Company and any minority shareholder holding shares in CEBA as at the Refinancing Date and (ii) the Original Borrower already is, or becomes as a result of such liquidation, a wholly-owned direct subsidiary of the Company;

(g) shareholder contributions and other contributions of equity, in each case between members of the Group and with or without any new shares being issued; and

(h) in relation to the Company and CEBA, any Permitted Holding Company Activity.

“Peterborough Facility” means the production facility of the Group located in Peterborough, United Kingdom.

“Peterborough Facility Assets” has the meaning given to it in paragraph (r) of the definition of “Permitted Disposal”.

“PRC” means the People’s Republic of China (excluding, for the avoidance of doubt, the Hong Kong Special Administrative Region of the People’s Republic of China).

“PRC Facilities” means local lines of credit or working capital facilities incurred by members of the Group organized in PRC that are Non-Obligors and that are not guaranteed by any Obligor (or any other Subsidiary of the Company organized outside PRC) or secured by the assets of any Obligor (or any other Subsidiary of the Company organized outside PRC).

“Primary Term Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Published Rate Replacement Event” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Published Rate” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Protected Party” has the meaning given to that term in Clause 15.1 (Definitions).

“Quarter Date” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Quotation Day” means the day specified as such in the applicable Reference Rate Terms.

“Quotation Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

“Quoted Tenor” means in relation to a Primary Term Rate or an Alternative Term Rate, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Rate Supplement” means, in relation to any currency, a document which:

(a) is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b) specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms;

(c) specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and

(d) has been made available to the Company and each Finance Party.

“Reference Rate Terms” means, in relation to:

(a) a currency;

(b) a Loan or an Unpaid Sum in that currency;

(c) an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

(d) any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule 11 (Reference Rate Terms) or in any Reference Rate Supplement.

“Refinancing Date” means the date upon which each of the following has occurred:

(a) the disbursement of the proceeds from the Initial Bond Issue from the Proceeds Account (each as defined in the Nordic Bonds Terms and Conditions); and

(b) the prepayment in full of the Term Loan B Facility with such proceeds.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c) any jurisdiction which governs a Finance Document to which that Obligor is a party; and

(d) any jurisdiction where it conducts its business.

“Relevant Market” means, the market specified as such in the applicable Reference Rate Terms.

“Relevant Nominating Body” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Relevant Period” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Repeating Representations” means each of the representations set out in Clauses 20.1 (Status) to 20.6 (Governing Law and Enforcement), Clause 20.8 (No Default), paragraph (c) of Clause 20.9 (Financial Statements), Clause 20.10 (Pari Passu Ranking), Clause 20.14 (Anti-corruption law), Clause 20.15 (Sanctions), Clause 20.18 (Legal and beneficial ownership), Clause 20.19 (Shares), Clause 20.26 (U.S. Governmental Regulation) and Clause 20.27 (Investment Company Act).

“Replacement Lender” has the meaning given to that term in Clause 36.8 (Replacement of a Defaulting Lender).

“Replacement Reference Rate” has the meaning given to that term in Clause 36.4 (Changes to reference rates).

“Reporting Day” means the day (if any) specified as such in the applicable Reference Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Restricted Party” means a person, or a person owned or controlled (directly or indirectly) by a person, that is:

(a) listed on any Sanctions List;

(b) located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions or whose government is the subject of country or territory wide Sanctions (including, without limitation, at the date of this Agreement, the so-called Donetsk People’s Republic or so-called Luhansk People’s Republic and Crimea region of Ukraine, Cuba, Iran, North Korea and Syria); or

(c) acting on behalf of any of the persons listed under paragraphs (a) or (b) above.

“Restructuring Costs” has the meaning given to that term in Clause 22.1 (Financial definitions).

“RFR” means the rate specified as such in the applicable Reference Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Reference Rate Terms.

“Rollover Loan” means one or more Loans under the same Super Senior Facility:

(a) made or to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan;

(c) in the same currency as the maturing Loan (unless arising as a result of the operation of Clause 6.2 (Unavailability of a Currency)); and

(d) made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Group whereby the member of the Group transfers such property to a person and the members of the Group leases it from such person, other than leases between any member of the Group.

“Sanctions” means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced from time to time by a Sanctions Authority.

“Sanctions Authority” means:

(a) the Security Council of the United Nations;

(b) The U.S.;

(c) the European Union (including all of its member states, including the Netherlands and Sweden);

(d) the United Kingdom;

(e) any country in which a member of the Group is incorporated or in, from or to which it conducts its business; and

(f) the governments and official institutions or agencies of any of paragraphs (a) through (e) above, including OFAC, the Council of the European Union, the United States Department of State and His Majesty’s Treasury.

“Sanctions List” means any list of specifically designated persons or entities (or equivalent) maintained by, or public announcement of Sanctions designation made by a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Secured Party” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agent” has the meaning given to that term in the Intercreditor Agreement.

“Singapore Facility” means the production facility located in Senoko, Singapore and operated by Oatly Singapore Operations & Supply Pte Ltd (reg. no. 201931793R).

“Singapore Facility Assets” has the meaning given to it in paragraph (s) of the definition of “Permitted Disposal”.

“SLL Reference Period” means each Financial Year.

“Specified Time” means a day or time determined in accordance with Schedule 9 (Timetables).

“SPT” means, in relation to each KPI and each SLL Reference Period, the target set out in Schedule 17 (Sustainability Calculations).

“Subordinated Debt” means:

(a) with respect to the Borrowers, any Financial Indebtedness of such Borrower which is by its terms expressly subordinated in right of payment to the Super Senior Facilities; and

(b) with respect to any Guarantor, any Financial Indebtedness of such Guarantor which is by its terms expressly subordinated in right of payment to its guarantee of the Super Senior Facilities, including any Financial Indebtedness arising under any New Company Injection pursuant to paragraph (b) of the definition thereof,

provided that the Unsecured Convertible Notes shall not constitute Subordinated Debt for the purposes of this Agreement.

“Subordinated Financing” means, collectively, any funds provided to the Company pursuant to any security, instrument or agreement, other than common stock, and the net proceeds of which are contributed by the Company to CEBA and by CEBA to the Original Borrower, and that pursuant to its terms:

(a) does not (including upon the happening of any event (other than customary prepayment or redemption events upon the occurrence of a fundamental change)) mature or require any amortization prior to the date falling six months after the Termination Date applicable to the Super Senior Revolving Facility (other than through conversion or exchange of any such security or instrument for common stock);

(b) does not (including upon the happening of any event (other than customary prepayment or redemption events upon the occurrence of a fundamental change)) require the payment in cash or otherwise, of interest prior to the date falling six months after the Termination Date applicable to the Super Senior Revolving Facility (provided that interest may accrete while such Subordinated Financing is outstanding and accretion interest may become due upon maturity as permitted by paragraph (a) above or acceleration of maturity and any interest may be satisfied at any time by the issue to the holders thereof of additional Subordinated Financing);

(c) is not secured by Security or any assets of the Company or a Subsidiary and is not guaranteed by any Subsidiary of the Company;

(d) is contractually subordinated and junior in right of payment to the prior payment in full in cash of all obligations (including principal, interest, premium (if any) and additional amounts (if any)) of the Company and the Obligors under the Super Senior Revolving Facility, in each case pursuant to the Intercreditor Agreement; and

(e) is not (including upon the happening of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at the option of the holder, in whole or in part, prior to the date on which the Super Senior Revolving Facility matures other than into or for common stock of the Company.

“Subsidiary” means in relation to any person, any entity which is controlled directly or indirectly by that person and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time, and “control” for this purpose means the direct or indirect ownership of the majority of the voting shares of such entity or the right or ability to direct management to comply with the type of material restrictions and obligations contemplated in this Agreement or to determine the composition of a majority of the board of directors (or like board) of such entity, in each case whether by virtue of ownership of share capital, contract or otherwise.

“Substitute Affiliate Lender” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Substitute Facility Office” has the meaning given to that term in Clause 5.5 (Lender Affiliates and Facility Office).

“Sustainability Amendment Event” means:

(a) the:

(i) sale, lease, transfer or other disposal of an asset;

(ii) acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(iii) entry into of any amalgamation, demerger, merger, consolidation or corporate restructuring,

by a member of the Group which, in each case, could reasonably be expected to materially affect any KPI and/or any SPT;

(b) the delivery of a Verification Report for any SLL Reference Period that includes details of any information and/or changes referred to in paragraph (d)(ii) of Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report); or

(c) a regulatory change or a change in the way performance against any of the KPIs is measured or calculated and in each case which could reasonably be expected to materially affect any KPI and/or any SPT.

“Sustainability Breach” means:

(a) an Obligor does not comply with any Sustainability Provision, provided that no Sustainability Breach will occur under this paragraph (a) if the failure to comply is capable of remedy and is remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the Company or relevant Obligor and (ii) the Company or an Obligor becoming aware of the failure to comply; or

(b) the representation made by an Obligor pursuant to paragraph (e) of Clause 20.16 (No misleading information) is or proves to have been incorrect or misleading when made or deemed to be made and, if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, it is not remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the Company or relevant Obligor and (ii) the Company or an Obligor becoming aware of the misrepresentation.

“Sustainability Compliance Certificate” means a certificate substantially in the form set out in Schedule 16 (Form of Sustainability Compliance Certificate).

“Sustainability Compliance Certificate Inaccuracy” has the meaning given to that term in Clause 21.11 (Sustainability Compliance Certificate Inaccuracy).

“Sustainability Information” means all information (including sustainability performance projections and forecasts) which has been:

(a) provided by or on behalf of a member of the Group to a Finance Party and/or to the Sustainability Coordinator; or

(b) approved by any member of the Group,

solely in connection with, and to the extent it relates to, any Sustainability Compliance Certificate, any Sustainability Report, any Verification Report, a KPI, a SPT, a Calculation Methodology or a Baseline.

“Sustainability Margin Adjustment” has the meaning given to that term in Clause 11.3 (Sustainability Margin Adjustment).

“Sustainability Margin Adjustment Date” has the meaning given to that term in Clause 11.3 (Sustainability Margin Adjustment).

“Sustainability Provisions” means each of paragraph (e) of Clause 20.16 (No misleading information), Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report) to Clause 21.12 (Sustainability Information) (inclusive) and Clause 36.9 (Sustainability amendments).

“Sustainability Report” has the meaning given to that term in Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report).

“Super Senior Facility” means the Super Senior Revolving Facility or any Super Senior Incremental Facility.

“Super Senior Incremental Facility” means a revolving credit facility which may be established and made available under this Agreement as described in Clause 8 (Establishment of Super Senior Incremental Facilities) and is specified in the relevant Super Senior Incremental

Facility Notice, all or any part of which may be designated as Ancillary Facilities in accordance with Clause 7 (Ancillary Facilities).

“Super Senior Incremental Facility Commitment” means:

(a) in relation to a Lender which is a Super Senior Incremental Facility Lender, the amount in the Base Currency set opposite its name under the heading “Super Senior Incremental Facility Commitment” in the relevant Super Senior Incremental Facility Notice and the amount of any other Super Senior Incremental Facility Commitment relating to the relevant Super Senior Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(b) in relation to a Super Senior Incremental Facility and any other Lender, the amount in the Base Currency of any Super Senior Incremental Facility Commitment relating to that Super Senior Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Super Senior Incremental Facility Conditions Precedent” means, in relation to a Super Senior Incremental Facility any document and other evidence specified as such in the relevant Super Senior Incremental Facility Notice.

“Super Senior Incremental Facility Lender” means, in relation to a Super Senior Incremental Facility, any entity which is listed as such in the relevant Super Senior Incremental Facility Notice.

“Super Senior Incremental Facility Lender Certificate” means a document substantially in the form set out in Schedule 15 (Form of Super Senior Incremental Facility Lender Certificate).

“Super Senior Incremental Facility Loan” means a loan made or to be made under a Super Senior Incremental Facility or the principal amount outstanding for the time being of that loan.

“Super Senior Incremental Facility Majority Lenders” means, in relation to a Super Senior Incremental Facility, a Lender or Lenders whose Super Senior Incremental Facility Commitments relating to that Super Senior Incremental Facility aggregate more than 66⅔ per cent. of the Total Super Senior Incremental Facility Commitments relating to that Super Senior Incremental Facility (or, if those Total Super Senior Incremental Facility Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of those Total Super Senior Incremental Facility Commitments immediately prior to that reduction).

“Super Senior Incremental Facility Notice” means a notice substantially in the form set out in Schedule 14 (Form of Super Senior Incremental Facility Notice).

“Super Senior Incremental Facility Terms” means, in relation to a Super Senior Incremental Facility:

(a) the currency;

(b) the Total Super Senior Incremental Facility Commitments;

(c) the Margin;

(d) the level of commitment fee payable pursuant to Clause 14.1 (Commitment fee) in respect of that Super Senior Incremental Facility;

(e) the Borrower(s) to which that Super Senior Incremental Facility is to be made available;

(f) the purpose(s) for which all amounts borrowed under that Super Senior Incremental Facility shall be applied pursuant to Clause 3.1 (Purpose);

(g) the Availability Period;

(h) any Super Senior Incremental Facility Conditions Precedent; and

(i) the Termination Date,

each as specified in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

“Super Senior Facility Commitment” means a Super Senior Revolving Facility Commitment and any Super Senior Incremental Facility Commitments under a Super Senior Incremental Facility.

“Super Senior Revolving Facility” means the revolving loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Super Senior Revolving Facility Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Part 2 of Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(b) in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Super Senior Revolving Facility Loan” means a loan made or to be made under the Super Senior Revolving Facility or the principal amount outstanding for the time being of that loan.

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“Tangible Assets” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Tangible Solvency Ratio” has the meaning given to that term in Clause 22.1 (Financial definitions).

“TARGET Day” means any day on which T2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Term Loan B Credit Agreement” means the credit agreement originally dated 18 April 2023 (as amended, amended and restated, and/or supplemented from time to time, including pursuant to amendment no. 5 dated 11 February 2025) entered into between, among others, the Company as Parent, CEBA as Holdings, the Original Borrower as Swedish Borrower, Oatly Inc. as U.S. Borrower and J.P. Morgan SE as Sole and Exclusive Lead Arranger, Sole and Exclusive Physical Bookrunner and Administrative Agent and Wilmington Trust (London) Limited as Security Agent (each defined term as defined therein).

“Term Loan B Facility” has the meaning given to the term “Initial Term Facility” in the Term Loan B Credit Agreement.

“Termination Date” means:

(a) in relation to the Super Senior Revolving Facility, subject to Clause 9.2 (Extension Option), the Original Termination Date; and

(b) in relation to a Super Senior Incremental Facility, subject to Clause 9.2 (Extension Option), the date specified as such in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

“Term Rate Currency” means:

(a) euro and SEK; and

(b) any currency specified as such in a Reference Rate Supplement relating to that currency,

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

“Term Rate Loan” means any Loan or, if applicable, Unpaid Sum in a Term Rate Currency to the extent that it is not, or has not become a “Compounded Rate Loan” for its then current Interest Period pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate).

“Term Reference Rate” means, in relation to a Term Rate Loan:

(a) the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate),

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

“Total Assets” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Commitments” means the aggregate of the Aggregate Total Super Senior Incremental Facility Commitments and the Total Super Senior Revolving Facility Commitments, being SEK 750,000,000 at the date of this Agreement.

“Total Liabilities” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Net Debt” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Net Leverage Ratio” has the meaning given to that term in Clause 22.1 (Financial definitions).

“Total Super Senior Incremental Facility Commitments” means, in relation to a Super Senior Incremental Facility, the aggregate of the Super Senior Incremental Facility Commitments relating to that Super Senior Incremental Facility.

“Total Super Senior Revolving Facility Commitments” means the aggregate of the Super Senior Revolving Facility Commitments, being SEK 750,000,000 at the date of this Agreement.

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group.

“Transaction Costs” means all fees, costs and expenses and stamp, transfer, registration, notarial and other taxes incurred by a member of the Group directly or indirectly in connection with the Finance Documents, the Nordic Bonds (including any issue and any admission to trading thereof), the Unsecured Convertible Notes, the refinancing of the Term Loan B Facility and any hedging costs incurred by way of one-off payments incurred in implementing any hedging strategy.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents” means each of the documents listed as being Transaction Security Documents in Schedule 2 (Conditions Precedent) together with any other document entered into by any Obligor or any other security provider creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Original Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Transfer Certificate; and

(b) the date on which the Agent executes the relevant Transfer Certificate.

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Unannualised Cumulative Compounded Daily Rate” has the meaning given to that term in Schedule 12 (Daily Non-Cumulative Compounded RFR Rate).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Charged Property.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Unsecured Convertible Notes” means:

(a) the Company’s 9.25% Convertible Senior PIK Notes due 2028, issued on 23 March 2023 pursuant to that certain Investment Agreement dated as of 14 March 2023 by and among the Company and certain purchasers thereof;

(b) the Company’s 9.25% Convertible Senior PIK Notes due 2028, issued on 18 April 2023 pursuant to that certain Subscription Agreement dated as of 14 March 2023 by and among the Company and certain purchasers thereof; and

(c) the Company’s 9.25% Convertible Senior PIK Notes due 2028, issued pursuant to that certain Investment Agreement dated as of 9 May 2023 by and among the Company and a certain purchaser thereof,

up to an aggregate outstanding principal amount as of any date not to exceed $335,000,000 plus any capitalized or “paid-in-kind” interest accruing thereon, and including any replacement notes issued as part of any exchange.

“Unsecured Convertible Stub Notes” means, if the Super Senior Revolving Faciliy has been extended in accordance with Clause 9.2 (Extension Option), all outstanding Unsecured Convertible Notes (including any capitalised PIK interest and “paid-in-kind” interest accruing thereon) that have a maturity date falling earlier than three (3) months after the Final Maturity Date (as defined in the Nordic Bonds Terms and Conditions), provided that the aggregate outstanding principal amount of such Unsecured Convertible Notes is equal to or less than USD 50,000,000 (for the avoidance of doubt, disregarding for such purposes any PIK interest accruing thereon after such date).

“US”, “U.S.” and “United States” means the United States of America.

“US Obligor” means any Obligor that is incorporated or otherwise treated as a resident for US federal income tax purposes in the United States, any State thereof or the District of Columbia.

“US Tax Form” means, as applicable:

(a) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable;

(b) an IRS Form W-8ECI;

(c) an IRS Form W-9; or

(d) any other IRS form establishing an exemption from backup withholding of US federal income tax on payments to that person under this Agreement,

which, in each case, may be provided under cover of, if required to establish such an exemption, an IRS Form W-8IMY in respect of its beneficial owners, if applicable.

“Utilisation” means a utilisation of a Super Senior Facility by way of a Loan.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112, as amended) and any national legislation implementing EC Directive 2006/112 or any predecessor to it or supplemental to EC Directive 2006/112; and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“Verification Report” has the meaning given to that term in Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report).

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “Agent”, the “Arrangers”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party” or the “Security Agent” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being

appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Original Borrower and the Agent;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) “disposal” shall include any sale, transfer, license, lease or other disposition in any form;

(v) a Lender’s “cost of funds” in relation to its participation in a Loan, or the Agent’s “cost of funds” in relation to funding any other amount (which shall be determined as if such amount were a Loan provided to the relevant person) is a reference to the average cost (determined either on an actual or a notional basis) which that Lender or Agent (as applicable) would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(vi) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;

(vii) a “group of Lenders” includes all the Lenders;

(viii) “guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(ix) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xi) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xii) a provision of law is a reference to that provision as amended or re-enacted from time to time; and

(xiii) a time of day is a reference to Stockholm time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.

(e) A Sustainability Breach is “continuing” if it has not been remedied or waived.

(f) A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i) any replacement page of that information service which displays that rate; and

(ii) the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Company.

(g) A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(h) Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

(i) Schedule 11 (Reference Rate Terms); or

(ii) any earlier Reference Rate Supplement.

(i) A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i) Schedule 12 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 13 (Cumulative Compounded RFR Rate), as the case may be; or

(ii) any earlier Compounding Methodology Supplement.

(j) The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(k) A Borrower providing “cash cover” for an Ancillary Facility means a Borrower paying an amount in the currency of the Ancillary Facility to an interest-bearing account and the following conditions being met:

(i) either:

(A) the account is in the name of the Borrower and is with the Ancillary Lender for which that cash cover is to be provided until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; or

(B) the account is in the name of the Ancillary Lender for which that cash cover is to be provided; and

(ii) the Borrower has executed documentation in form and substance satisfactory to the Finance Party (in each case acting reasonably) for which that cash cover is to be provided, creating a first ranking security interest, or other collateral arrangement, in respect of the amount of that cash cover.

(l) A Borrower “repaying” or “prepaying” Ancillary Outstandings means:

(i) that Borrower providing cash cover in respect of the Ancillary Outstandings;

(ii) the maximum amount payable under the Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii) the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility,

and the amount by which the Ancillary Outstandings are, repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover, reduction or cancellation.

(m) An amount borrowed includes any amount utilised under an Ancillary Facility.

(n) The “Security Agent” has been appointed as the “Security Agent” for the purposes of the Intercreditor Agreement.

(o) For the purpose of determining whether any person is “wholly owned” in this Agreement, the minority shareholdings held by individuals in CEBA as at the date of this Agreement shall be disregarded.

1.3 Intercreditor Agreement

This Agreement is subject to, and has the benefit of, the Intercreditor Agreement. In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

1.4 Currency Symbols and Definitions

(a) “SEK” denotes the lawful currency of Sweden, “$”, “USD” and “dollars” denote the lawful currency of the United States of America,“£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom and “€”, “EUR” and “euro” denote the single currency of the Participating Member States.

(b) “Dollar Amount” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Agent, at such time on the basis of the Agent’s Spot Rate of Exchange for the purchase of Dollars with such other currency.

(c) Except for purposes of financial statements delivered by Obligors hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Finance Documents shall be such Dollar Amount as so determined by the Agent; provided that if any basket is exceeded solely as a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

Section 2
The Facility

2. The Facility2.1 The Super Senior Revolving Facility

(a) Subject to the terms of this Agreement the Lenders make available to the Borrowers a multicurrency revolving loan facility in an aggregate amount equal to the Total Super Senior Revolving Facility Commitments.

(b) Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make all or part of its Super Senior Revolving Facility Commitment available to any Borrower as an Ancillary Facility.

2.2 Super Senior Incremental Facilities

One or more Super Senior Incremental Facilities may be established and made available pursuant to Clause 8 (Establishment of Super Senior Incremental Facilities).

2.3 Increase

(a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with 10.7 (Right of cancellation in relation to a Defaulting Lender); or

(ii) the Commitments of a Lender in accordance with:

(A) Clause 10.1 (Illegality); or

(B) paragraph (a) of Clause 10.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender),

request that the Commitments relating to any Super Senior Facility be increased (and the Commitments relating to that Super Senior Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments relating to that Super Senior Facility so cancelled as follows:

(i) the increased Commitments will be assumed by one or more Eligible Institutions (each an “Increase Lender”) each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(ii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(iii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase

Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(iv) the Commitments of the other Lenders shall continue in full force and effect; and

(v) any increase in the Commitments relating to a Super Senior Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

(b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

(c) The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender.

(d) An increase in the Commitments relating will only be effective if the Increase Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement.

(e) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

(f) The Company shall, within five days of demand, pay the Agent the amount of all costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.3.

(g) The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.4 (Transfer Fee) if the increase was a transfer pursuant to Clause 25.6 (Procedure for Transfer) and if the Increase Lender was a New Lender.

(h) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(i) Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(j) Clause 25.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

(i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii) the “New Lender” were references to that “Increase Lender”; and

(iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.4 Finance Parties’ Rights and Obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Super Senior Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.5 Obligors’ Agent

(a) Each Obligor (other than the Original Borrower) by its execution of this Agreement or the Guarantee and Adherence Agreement irrevocably appoints the Original Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Original Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to agree any Super Senior Incremental Facility Terms and to deliver any Super Senior Incremental Facility Notice, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Original Borrower,

(b) and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(c) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

(d) For the purpose of paragraph (a) above, each German Obligor releases the Original Borrower to the fullest extent legally possible from the restrictions of section 181 of the German Civil Code and any similar restrictions on self-dealing or multi-representation under any other applicable law.

3. Purpose3.1 Purpose

(a) Each Borrower shall apply all amounts borrowed by it under the Super Senior Revolving Facility towards the general corporate purposes and direct or indirect financing or refinancing of the working capital of the Group including for Permitted Acquisitions and capital expenditure (and including in each such case (i) purchase price consideration (including, for the avoidance of doubt, deferred purchase price and earn-outs) and (ii) the refinancing of existing indebtedness outstanding in any target company or in respect of any asset acquired and (iii) the payment of fees, costs (including but not limited to Transaction Costs incurred in connection with the Finance Documents including, for the avoidance of doubt, the fees referred to in Clause 14 (Fees)) and expenses incurred in connection therewith (but not, in the case of any utilisation of any Ancillary Facility, towards prepayment of any Super Senior Revolving Facility Loan)).

(b) Each Borrower shall apply all amounts borrowed by it under a Super Senior Incremental Facility for the purpose(s) specified in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. Conditions of Utilisation4.1 Initial Conditions Precedent

(a) No Borrower may deliver a Utilisation Request unless the Agent has received, or waived the receipt of or is satisfied that it will receive (acting on the instructions of all Lenders), all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

(c) The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) in relation to any Super Senior Incremental Facility Loan if on or before the Utilisation Date for that Loan, the Agent has received, waived the receipt of or is satisfied that it will receive all of the Super Senior Incremental Facility Conditions Precedent relating to the relevant Super Senior Incremental Facility (if any) in form and substance satisfactory to the Agent (acting reasonably). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(d) Other than to the extent that the Super Senior Incremental Facility Majority Lenders under the relevant Super Senior Incremental Facility notify the Agent in writing to the contrary before the Agent gives a notification described in paragraph (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further Conditions Precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) in the case of a Rollover Loan and any other Loan, no Event of Default is continuing or would result from the proposed Loan; and

(b) the Repeating Representations to be made by each Obligor are true in all material respects (or, to the extent a materiality test applies, all respects).

4.3 Conditions Relating to Optional Currencies

(a) A currency will constitute an Optional Currency in relation to a Loan if:

(i) it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency at the Specified Time and on the Utilisation Date for that Loan;

(ii) it is EUR, GBP or USD or has been approved by the Agent (acting on the instructions of all the Lenders participating in the Super Senior Revolving Facility) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan; and

(iii) there are Reference Rate Terms for that currency.

(b) If the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Company by the Specified Time:

(i) whether or not the Lenders have granted their approval; and

(ii) if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

4.4 Maximum Number of Loans

(a) A Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation:

(i) 20 or more Super Senior Revolving Facility Loans would be outstanding; or

(ii) more than any maximum number of Super Senior Incremental Facility Loans as agreed with the Agent and the relevant Super Senior Incremental Facility Lender(s) (acting in their sole discretion) would be outstanding.

(a) Any Loan made by a single Lender under Clause 6.2 (Unavailability of a Currency) shall not be taken into account in this Clause 4.4.

Section 3
Utilisation

5. Utilisation5.1 Delivery of a Utilisation Request

A Borrower (or the Company on its behalf) may utilise a Super Senior Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Super Senior Facility to be utilised;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Super Senior Facility;

(iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount); and

(iv) the proposed Interest Period complies with Clause 12 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

(c) The Company or a Borrower may deliver more than one Utilisation Request on any one day.

5.3 Currency and Amount

(a) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b) The amount of the proposed Loan must be:

(i) if the currency selected is the Base Currency, a minimum of SEK 50,000,000 or, if less, the Available Facility; or

(ii) if the currency selected is EUR, a minimum of EUR 5,000,000 or, if less, the Available Facility; or

(iii) if the currency selected is GBP, a minimum of GBP 5,000,000 or, if less, the Available Facility; or

(iv) if the currency selected is USD, a minimum of USD 5,000,000 or, if less, the Available Facility; or

(v) if the currency selected is an Optional Currency other than EUR, GBP or USD, the minimum amount (and, if required, integral multiple) specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions Relating to Optional Currencies) or, if less, the Available Facility; or

(vi) a minimum amount agreed with the Agent and the relevant Super Senior Incremental Facility Lender(s) for any Super Senior Incremental Facility; and

(vii) in any event such that its Base Currency amount is less than or equal to the Available Facility.

5.4 Lenders’ Participation

(a) If the conditions set out in this Agreement have been met and subject to Clause 9 (Repayment) each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office (or in accordance with Clause 5.5 (Lender Affiliates and Facility Office) below).

(b) Other than as set out in paragraph (c) below, the amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) If a Super Senior Revolving Facility Loan is made to repay Ancillary Outstandings, each Lender’s participation in that Utilisation will be in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Super Senior Revolving Facility Loan then outstanding bearing the same proportion to the aggregate amount of the Super Senior Revolving Facility Loan then outstanding as its Super Senior Revolving Facility Commitment bears to the Total Commitments.

(d) The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause ‎30.1 (Payments to the Agent), in each case by the Specified Time.

5.5 Lender Affiliates and Facility Office

(a) In respect of a Loan or Loans to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the Company):

(i) a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or

(ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”).

(b) A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 18 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender.

(c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent, the Security Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

(d) Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

(e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Company provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

(f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 5.5, the provisions of Clause 25.3(b)(ii) (Other Conditions of Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

5.6 Cancellation of Commitment

(a) The Super Senior Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

(b) The Super Senior Incremental Facility Commitments relating to a Super Senior Incremental Facility which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for that Super Senior Incremental Facility.

6. Optional Currencies6.1 Selection of Currency

A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Loan in a Utilisation Request.

6.2 Unavailability of a Currency

If before the Specified Time:

(a) a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b) a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

6.3 Participation in a Loan

Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ Participation).

7. Ancillary Facilities7.1 Type of Facility

An Ancillary Facility may be by way of:

(a) an overdraft facility;

(b) a guarantee, bonding, documentary or stand-by letter of credit facility;

(c) a short term loan facility;

(d) a derivatives facility;

(e) a foreign exchange facility; or

(f) any other facility or accommodation required in connection with the business of the Group and which is agreed by the Company with an Ancillary Lender.

7.2 Availability

(a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide all or part of its Super Senior Facility Commitment as an Ancillary Facility.

(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:

(i) a notice in writing of the establishment of an Ancillary Facility and specifying:

(A) the proposed Borrower(s) (or Affiliates of a Borrower nominated pursuant to Clause 7.9 (Affiliates of Borrowers) that are wholly owned members of the Group) which may use the Ancillary Facility;

(B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;

(C) the proposed type of Ancillary Facility to be provided;

(D) the proposed Ancillary Lender;

(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, in the case of a Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and

(F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and

(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility.

(c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

(d) Subject to compliance with paragraph (b) above:

(i) the Lender concerned will become an Ancillary Lender; and

(ii) the Ancillary Facility will be available,

with effect from the date agreed by the Company and the Ancillary Lender.

7.3 Terms of Ancillary Facilities

(a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.

(b) Those terms:

(i) must be based upon normal commercial terms at that time (except as varied by this Agreement);

(ii) may allow only Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 7.9 (Affiliates of Borrowers)) to use the Ancillary Facility;

(iii) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

(iv) may not allow the margin for utilisations under any Ancillary Facility to exceed the applicable Margin in respect of the relevant Super Senior Facility;

(v) may not allow a Lender’s Ancillary Commitment to exceed that Lender’s Available Commitment relating to the relevant Super Senior Facility (before taking into account the effect of the Ancillary Facility on that Available Commitment); and

(vi) must require that the Ancillary Commitment is reduced to zero, and that all Ancillary Outstandings are repaid not later than the Termination Date applicable to the relevant Super Senior Facility (or such earlier date as the relevant Super Senior Facility Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).

(c) If there is any inconsistency between any term of an Ancillary Facility and any terms of this Agreement, this Agreement shall prevail, and any matters regulated in this Agreement (including, but not limited to, information undertakings, representations, assignment rights, prepayment, cancellation and termination, utilisation, increased costs and fees) shall be deemed to be exclusively and completely regulated in this Agreement in relation to any Ancillary Facility, in each case except for:

(i) Clause 33.3 (Day Count Convention and interest calculation) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility;

(ii) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts; and

(iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

(d) Interest, commission and fees on Ancillary Facilities are dealt with in Clause 14.4 (Interest, commission and fees on Ancillary Facilities).

7.4 Repayment of Ancillary Facility

(a) An Ancillary Facility shall cease to be available on the Termination Date applicable to the relevant Super Senior Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero.

(c) No Ancillary Lender may demand repayment or prepayment of any Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility unless:

(i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings;

(ii) the Total Commitments under the relevant Super Senior Facility have been cancelled in full or all outstanding Utilisations under the relevant Super Senior Facility have become due and payable in accordance with the terms of this Agreement or the relevant Super Senior Incremental Facility (as applicable);

(iii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility (or it becomes unlawful for any Affiliate of the Ancillary Lender to do so); or

(iv) both:

(A) the Available Commitments relating to a Super Senior Facility; and

(B) the notice of the demand given by the Ancillary Lender,

would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings in full by way of a Loan utilised under the relevant Super Senior Facility.

(d) If a Loan under the relevant Super Senior Facility is made to repay Ancillary Outstandings in full, the relevant Ancillary Commitment shall be reduced to zero.

7.5 Limitation on Ancillary Outstandings

Each Borrower shall procure that:

(a) the Ancillary Outstandings under any Ancillary Facility shall not exceed the Ancillary Commitment applicable to that Ancillary Facility; and

(b) in relation to a Multi-account Overdraft:

(i) the Ancillary Outstandings shall not exceed the Designated Net Amount applicable to that Multi-account Overdraft; and

(ii) the Gross Outstandings shall not exceed the Designated Gross Amount applicable to that Multi-account Overdraft.

7.6 Adjustment for Ancillary Facilities upon acceleration

(a) In this Clause 7.6:

(i) “Revolving Outstandings” means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of:

(A) its participation in each Loan then outstanding (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender under that Super Senior Facility); and

(B) if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary Lender (or by its Affiliate) (together with the aggregate amount of all accrued interest, fees and commission owed to it (or to its Affiliate) as an Ancillary Lender in respect of the Ancillary Facility); and

(ii) “Total Revolving Outstandings” means the aggregate of all Revolving Outstandings.

(b) If the Agent exercises any of its rights under Clause 24.15 (Acceleration) (other than declaring Utilisations to be due on demand), each Lender and each Ancillary Lender shall (subject to paragraph (g) below) promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings) their claims in respect of amounts outstanding to them under the Super Senior Facilities and each Ancillary Facility to the extent necessary to ensure that after such transfers the Revolving Outstandings of each Lender bear the same proportion to the Total Revolving Outstandings as such Lender’s Super Senior Facility Commitment bears to the Total Commitments, each as at the date the Agent exercises the relevant right(s) under Clause 24.15 (Acceleration).

(c) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (b) above, then each Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

(d) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Clause 7.6 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings (less any accrued interest, fees and commission to which the transferor will remain entitled to receive notwithstanding that transfer, pursuant to Clause 25.11 (Pro Rata Interest Settlement)).

(e) Prior to the application of the provisions of paragraph (b) above, an Ancillary Lender that has provided a Multi-account Overdraft shall set-off any Available Credit Balance on any account comprised in that Multi-account Overdraft.

(f) All calculations to be made pursuant to this Clause 7.6 shall be made by the Agent based upon information provided to it by the Lenders and Ancillary Lenders and the Agent’s Spot Rate of Exchange.

(g) This Clause 7.6 shall not oblige any Lender to accept the transfer of a claim relating to an amount outstanding under an Ancillary Facility which is not denominated (pursuant to the relevant Finance Document) in either the Base Currency, a currency which has been an Optional Currency for the purpose of any Super Senior Facility Utilisation or in another currency which is acceptable to that Lender.

7.7 Information

Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.

7.8 Affiliates of Lenders as Ancillary Lenders

(a) Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Lender. In such case, the Lender and its Affiliate shall be treated as a single Lender whose (as applicable):

(i) Super Senior Revolving Facility Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 (The Original Lenders);

(ii) Super Senior Incremental Facility Commitment is the amount set out opposite the relevant Lender’s name in the relevant Super Senior Incremental Facility Notice,

and/or in each case, together with the amount of any Super Senior Revolving Facility Commitment or Super Senior Incremental Facility Commitment (as applicable) transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement.

(b) The Company shall specify any relevant Affiliate of a Lender in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause 7.2 (Availability).

(c) An Affiliate of a Lender which becomes an Ancillary Lender shall accede to the Intercreditor Agreement as an Ancillary Lender.

(d) If a Lender transfers all of its rights and obligations to a New Lender, its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.

(e) Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

7.9 Affiliates of Borrowers

(a) Subject to the terms of this Agreement, an Affiliate of a Borrower may with the approval of the relevant Lender become a borrower with respect to an Ancillary Facility.

(b) The Company shall specify any relevant Affiliate of a Borrower in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause 7.2 (Availability).

(c) If a Borrower ceases to be a Borrower under this Agreement in accordance with Clause 26.3 (Resignation of a Borrower), its Affiliate shall cease to have any rights under this Agreement or any Ancillary Document.

(d) Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.

(e) Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Document.

7.10 Super Senior Revolving Facility Commitment amounts

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its:

(a) Super Senior Revolving Facility Commitment is not less than:

(i) its Ancillary Commitment made available using its Super Senior Revolving Facility Commitment; or

(ii) the Ancillary Commitment of its Affiliate made available using its Super Senior Revolving Facility Commitment; and

(b) Super Senior Incremental Facility Commitment is not less than:

(i) its Ancillary Commitment made available using its Super Senior Incremental Facility Commitment; or

(ii) the Ancillary Commitment of its Affiliate made available using its Super Senior Incremental Facility Commitment.

7.11 Amendments and Waivers – Ancillary Facilities

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7). In such a case, Clause 36 (Amendments and Waivers) will apply.

7.12 Rollover to Ancillary Facilities

(a) For the purpose of this Clause 7.12, “Relevant Instrument” means each of the following:

(i) the agreement for multicurrency functionality with a SEK 30,000,000 credit facility for global cashpool originally dated 3 December 2019 with credit number 956742-1 between the Original Borrower and Nordea Bank Abp, filial i Sverige;

(ii) the EUR 23,728 guarantee with guarantee no. 201025761496 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(iii) the NOK 700,000 guarantee with guarantee no. 201025771564 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(iv) the EUR 170,000 guarantee with guarantee no. 201025761487 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(v) the SEK 4,000,000 guarantee with guarantee no. 201024064279 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(vi) the EUR 19,047 guarantee with guarantee no. 201025761502 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower;

(vii) the EUR 1,900,000 guarantee with guarantee no. 202025134459 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower; and

(viii) the SEK 1,641,710 guarantee with guarantee no. 201025762556 by Nordea Bank Abp, filial i Sverige on behalf of the Original Borrower.

(b) With effect from the date on which the Agent has given the notification referred to in paragraph (a) of Clause 4.1 (Initial Conditions Precedent) (the “Rollover Ancillary Effective Date”), the Relevant Instruments will be deemed to be issued under separate Ancillary Facilities to be established under the Super Senior Revolving Facility and each Relevant Instrument shall be treated as outstanding under an Ancillary Facility for all purposes under the Super Senior Revolving Facility and the ancillary documents evidencing the Relevant Instrument shall be designated as “Ancillary Documents” for the purposes of this Agreement, provided that the relevant entity that is the borrower of the Relevant Instrument or on whose behalf it has been issued will be approved as an Affiliate of a Borrower by the Ancillary Lender providing such Relevant Instrument in accordance with Clause 7.9 (Affiliates of Borrowers), prior to the Rollover Ancillary Effective Date.

(c) With effect from the Rollover Ancillary Effective Date, the Lender concerned (or as the case may be, the Affiliate of the Lender concerned) shall (unless it is already an Ancillary Lender) become an Ancillary Lender in accordance with this Agreement with respect to each Relevant Instrument issued, undertaken or made by it.

(d) The Ancillary Facilities established by the operation of this Clause 7.12 shall be accounted for before any other Super Senior Revolving Facility Loan under the Super Senior Revolving Facility.

(e) The Ancillary Commitment for each Ancillary Facility established by the operation of this Clause 7.12 not denominated in the Base Currency shall be calculated using the Agent’s Spot Rate of Exchange on the Rollover Ancillary Effective Date.

8. Establishment of Super Senior Incremental Facilities8.1 Super Senior Incremental Facility Lenders

Only an entity which is an Eligible Institution may be a Super Senior Incremental Facility Lender.

8.2 Delivery of Super Senior Incremental Facility Notice

(a) The Company and each relevant Super Senior Incremental Facility Lender may request the establishment of a Super Senior Incremental Facility by the Company delivering to the Agent a duly completed Super Senior Incremental Facility Notice not later than 15 Business Days prior to the proposed Establishment Date specified in that Super Senior Incremental Facility Notice.

(b) No Super Senior Incremental Facility Notice may be delivered after the date falling one (1) month prior to the Termination Date of the Super Senior Revolving Facility.

8.3 Completion of a Super Senior Incremental Facility Notice

(a) Each Super Senior Incremental Facility Notice is irrevocable and will not be regarded as having been duly completed unless:

(i) it sets out the Super Senior Incremental Facility Terms applicable to the Super Senior Incremental Facility to which it relates;

(ii) each of:

(A) the Super Senior Incremental Facility Terms applicable to that Super Senior Incremental Facility;

(B) the Margin applicable to that Super Senior Incremental Facility; and

(C) any fees payable to the arranger of that Super Senior Incremental Facility,

comply with Clause 8.5 (Restrictions on Super Senior Incremental Facility Terms and fees); and

(iii) the Super Senior Incremental Facility Lenders set out in that Super Senior Incremental Facility Notice comply with Clause 8.1 (Super Senior Incremental Facility Lenders).

(b) Only one (1) Super Senior Incremental Facility may be requested in a Super Senior Incremental Facility Notice.

8.4 Maximum number of Super Senior Incremental Facilities

The Company may not deliver a Super Senior Incremental Facility Notice if as a result of the establishment of the proposed Super Senior Incremental Facility four or more Super Senior Incremental Facilities would have been established under this Agreement.

8.5 Restrictions on Super Senior Incremental Facility Terms and fees

(a) Size: The Aggregate Total Super Senior Incremental Facility Commitments shall not exceed:

(i) prior to 30 September 2027, SEK 250,000,000; and

(ii) on and after 30 September 2027, SEK 750,000,000.

(b) Margin/Yield: For the life of the Super Senior Revolving Facility, the all-in yield (including in the form of interest rate, margins, original issue discount, upfront fees and index floors (but only to the extent that an increase in the interest rate floor with respect to such Financial Indebtedness or tranches of the Super Senior Facilities, as the case may be, would cause an increase in the interest rate then in effect at the time of determination) or otherwise, in each case payable by the borrower thereunder generally to lenders, provided that OID and upfront fees shall be equated to a fixed interest rate or margin (based on a three (3) year average life to maturity or lesser remaining life to maturity), and shall include arrangement fees, structuring fees, syndication fees, ticking fees, commitment fees, unused line fees, underwriting fees and any amendment and similar fees (regardless of whether paid in whole or in part to the relevant lenders) and excluding the effect of any fluctuation in Term Reference Rate, payable in respect of any Super Senior Incremental Facility is not more than one per cent. higher than the all-in yield (determined on the same basis) under the Super Senior Revolving Facility.

(c) Borrowers: Any Super Senior Incremental Facility shall be available only to a Borrower.

(d) Purpose: Same as for the Super Senior Revolving Facility.

(e) Availability: The Availability Period for any Super Senior Incremental Facility shall be until the date falling one month from the Termination Date applicable to the Super Senior Incremental Facility.

(f) No procurement of breach: Satisfaction of any Super Senior Incremental Facility Conditions Precedent shall not breach any term of any Finance Document.

(g) Type of facility: A Super Senior Incremental Facility shall be a revolving credit facility.

(h) Currency: A Super Senior Incremental Facility shall be available in euro, GBP, SEK, USD and any other currency approved by all Lenders participating in the relevant Super Senior Incremental Facility.

(i) Tenor: The Termination Date of a Super Senior Incremental Facility shall be no earlier than the Termination Date applicable to the Super Senior Revolving Facility as at the date on which that Super Senior Incremental Facility is established.

8.6 Conditions to establishment

(a) The Company shall first offer the Lenders the opportunity to participate in a Super Senior Incremental Facility pro rata to their share of the Total Commitments and shall allow the Lenders not less than 15 Business Days to respond to that offer. If one or more Lenders opts not to participate that Lender’s share shall be offered to the other Lenders pro rata, allowing such Lenders not less than 15 Business Days to respond to that offer.

(b) The Company can offer any entity approved by all Lenders or an Eligible Institution the opportunity to participate in the relevant Super Senior Incremental Facility provided that the Company offers the Lenders a right to match any quote provided by such bank or financial institution.

(c) No consent of any Lender is required to establish a Super Senior Incremental Facility which otherwise complies with the terms of this Agreement, other than the consent of the Lender(s) that commit(s) to provide each such Super Senior Incremental Facility.

(d) No Lender shall have any obligation to participate in a Super Senior Incremental Facility, any decision by a Lender to participate in a Super Senior Incremental Facility shall be made in its sole discretion, and a lack of response by a Lender within 15 Business Days of the Company’s offer shall be deemed to be a rejection of such request.

(e) The establishment of a Super Senior Incremental Facility will only be effected in accordance with Clause 8.7 (Establishment of Super Senior Incremental Facility) if:

(i) on the date of the Super Senior Incremental Facility Notice and on the Establishment Date:

(A) no Event of Default is continuing or would result from the establishment of the proposed Super Senior Incremental Facility;

(B) the Repeating Representations to be made by each Obligor are true in all material respects (or, to the extent a materiality test applies, all respects);

(ii) each Super Senior Incremental Facility Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement;

(iii) each Super Senior Incremental Facility Lender delivers a Super Senior Incremental Facility Lender Certificate to the Agent and the Company; and

(iv) the Agent has received in form and substance satisfactory to it (acting reasonably) such documents (if any) as are reasonably necessary as a result of the establishment of that Super Senior Incremental Facility to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents.

(f) The Agent shall notify the Company and the Lenders promptly upon being satisfied under paragraph (e)(iii) above.

(g) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (f) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

8.7 Establishment of Super Senior Incremental Facility

(a) If the applicable conditions set out in this Agreement have been met the establishment of a Super Senior Incremental Facility is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Super Senior Incremental Facility Notice. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Super Senior Incremental Facility Notice appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Super Senior Incremental Facility Notice.

(b) The Agent shall only be obliged to execute a Super Senior Incremental Facility Notice delivered to it by the Company once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the establishment of the relevant Super Senior Incremental Facility.

(c) On the Establishment Date:

(i) subject to the terms of this Agreement the Super Senior Incremental Facility Lenders make available a Base Currency facility in an aggregate amount equal to the Total Super Senior Incremental Facility Commitments specified in the Super Senior Incremental Facility Notice which will be available to the Borrowers specified in the Super Senior Incremental Facility Notice;

(ii) each Super Senior Incremental Facility Lender shall assume all the obligations of a Lender corresponding to the Super Senior Incremental Facility Commitment (the “Assumed Super Senior Incremental Facility Commitment”) specified opposite its name in the Super Senior Incremental Facility Notice as if it had been an Original Lender in respect of that Super Senior Incremental Facility Commitment;

(iii) each of the Obligors and each Super Senior Incremental Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and that Super Senior Incremental Facility Lender would have assumed and/or acquired had that Super Senior Incremental Facility Lender been an Original Lender in respect of the Assumed Super Senior Incremental Facility Commitment;

(iv) each Super Senior Incremental Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Super Senior Incremental Facility Lender and those Finance Parties would have assumed and/or acquired had the Super Senior Incremental Facility Lender been an Original Lender in respect of the Assumed Super Senior Incremental Facility Commitment; and

(v) each Super Senior Incremental Facility Lender shall become a Party as a “Lender”.

8.8 Notification of establishment

The Agent shall, as soon as reasonably practicable after the establishment of a Super Senior Incremental Facility notify the Company and the Lenders of that establishment and the Establishment Date of that Super Senior Incremental Facility.

8.9 Super Senior Incremental Facility fees

(a) The Company shall pay to the Agent (for its own account) a fee in the amount and at the time agreed in a Fee Letter.

(b) Subject to Clause 8.5 (Restrictions on Super Senior Incremental Facility Terms and fees) the Company may:

(i) pay to any Super Senior Incremental Facility Lender under a Super Senior Incremental Facility a fee in the amount and at the times agreed between the Company and that Super Senior Incremental Facility Lender in a Fee Letter; and

(ii) pay to any arranger of any Super Senior Incremental Facility a fee in the amount and at the times agreed between the Company and that arranger in a Fee Letter.

8.10 Super Senior Incremental Facility costs and expenses

The Company shall, within five days of demand, pay the Agent the amount of all costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) reasonably incurred by it in connection with the establishment of a Super Senior Incremental Facility under this Clause 8.

8.11 Prior amendments binding

Each Super Senior Incremental Facility Lender, by executing a Super Senior Incremental Facility Notice, confirms for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the establishment of the Super Senior Incremental Facility requested in that Super Senior Incremental Facility Notice became effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

8.12 Limitation of responsibility

Clause 25.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 8 in relation to any Super Senior Incremental Facility Lender as if references in that Clause to:

(a) an “Existing Lender” were references to all the Lenders immediately prior to the Establishment Date;

(b) the “New Lender” were references to a “Super Senior Incremental Facility Lender”; and

(c) a “re-transfer” and “re-assignments” were references respectively to a “transfer” and “assignment”.

Section 4
Repayment, Prepayment and Cancellation

9. Repayment 9.1 Repayment of Loans

(a) Each Borrower which has drawn a Super Senior Revolving Facility Loan shall repay that Loan on the last day of its Interest Period.

(b) Without prejudice to each Borrower’s obligation under paragraph (a) above, if:

(i) one or more Super Senior Revolving Facility Loans are to be made available to a Borrower:

(A) on the same day that a maturing Super Senior Revolving Facility Loan is due to be repaid by that Borrower;

(B) in the same currency as the maturing Super Senior Revolving Facility Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a Currency)); and

(C) in whole or in part for the purpose of refinancing the maturing Super Senior Revolving Facility Loan; and

(ii) the proportion borne by each Lender’s participation in the maturing Super Senior Revolving Facility Loan to the amount of that maturing Super Senior Revolving Facility Loan is the same as the proportion borne by that Lender’s participation in the new Super Senior Revolving Facility Loans to the aggregate amount of those new Super Senior Revolving Facility Loans,

the aggregate amount of the new Super Senior Revolving Facility Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Super Senior Revolving Facility Loan so that:

(A) if the amount of the maturing Super Senior Revolving Facility Loan exceeds the aggregate amount of the new Super Senior Revolving Facility Loans:

(1) the relevant Borrower will only be required to make a payment under Clause 30.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2) each Lender’s participation in the new Super Senior Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Super Senior Revolving Facility Loan and that Lender will not be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Super Senior Revolving Facility Loans; and

(B) if the amount of the maturing Super Senior Revolving Facility Loan is equal to or less than the aggregate amount of the new Loans:

(1) the relevant Borrower will not be required to make a payment under Clause 30.1 (Payments to the Agent); and

(2) each Lender will be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Super Senior Revolving Facility Loans only to the extent that its participation in the new Super Senior Revolving Facility Loans exceeds that Lender’s participation in the maturing Super Senior Revolving Facility Loan and the remainder of that Lender’s participation in the new Super Senior Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Super Senior Revolving Facility Loan.

(c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in Loans then outstanding will be automatically extended to the Termination Date applicable to that Super Senior Facility and will be treated as separate Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

(d) If the Borrower makes a prepayment of a Loan pursuant to Clause 10.5 (Voluntary Prepayment of Loans), a Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not less than five Business Days’ prior notice to the Agent. The proportion borne by the amount of the prepayment of the Separate Loan to the amount of the Separate Loans shall not exceed the proportion borne by the amount of the prepayment of the Loan to the Loans. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e) Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.

(f) The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

(g) The Borrowers under a Super Senior Incremental Facility shall repay the Super Senior Incremental Facility Loans under that Super Senior Incremental Facility in accordance with the repayment terms set out in the Super Senior Incremental Facility Notice relating to that Super Senior Incremental Facility.

9.2 Extension Option

(a) The Company may request that the Termination Date in respect of any Super Senior Facility be extended to the date falling fifteen (15) Months after the Original Termination Date subject to the terms of this Clause 9.2 (the “Extension Request”) by giving notice to the Agent not less than 45 days (and not more than 90 days) prior to the date falling fifteen (15) Months after the date of this Agreement (the “Extension Option”).

(b) The Extension Request shall be irrevocable and the Agent shall promptly notify each Lender upon receipt of the Extension Request.

(c) Each Lender participating in the relevant Super Senior Facility shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the Extension Request by no later than the date falling 25 days prior to the date falling fifteen (15) Months after the date of this Agreement (the “Response Date”) (and, if

any Lender has not notified the Agent of its acceptance of the Extension Request on or before such date, it shall be deemed to have refused the Extension Request) and the Agent shall promptly notify the Company whether or not each Lender participating in the relevant Super Senior Facility has agreed to the Extension Request.

(d) Promptly, and in any event, within ten (10) Business Days, following receipt of notification from the Agent pursuant to paragraph (c) above, the Company may, provided that the Total Commitments are being extended, elect by notice to the Agent to accept the extension offered by all the relevant Lender(s) (each an “Extending Lender”), in which case the Termination Date applicable to the Total Commitments shall be extended in relation to the Commitments and participations of such Extending Lender(s) to the date falling fifteen (15) Months after the Original Termination Date.

9.3 Non-Extending Lenders

(a) If an extension is not agreed between the Company and any Lender pursuant to Clause 9.2 (Extension Option) (in its own discretion) (each such Lender being a “Non-Extending Lender”), the Agent shall offer the Non-Extending Lender’s Commitment and its participation in the Loans to (i) each Extending Lender, or (ii) provided that each Extending Lender has declined to assume any additional commitments and has provided their written consent, any another bank or financial institution which the Company has approved in writing (an “Approved New Lender”), by 5.00 p.m. on the date falling two (2) Business Days after the relevant Response Date (the “Assumption Offer Date”) and such offer shall be made to (a) each Extending Lender on a pro rata basis (based on the existing Commitments of the relevant Extending Lenders immediately prior to the relevant Extension Request) or (b) an Approved New Lender in the aggregate amount of each of the Non-Extending Lender’s Commitment. Each relevant Extending Lender or an Approved New Lender shall inform the Agent by 3.00 p.m. on the date falling ten Business Day after the Assumption Offer Date (the “Non-Extending Lender Response Date”) if it wishes (in its own discretion) to assume all or part of its pro rata portion of the Non-Extending Lender’s Commitment and its participation in the Loans and:

(i) any Non-Extending Lender shall (to the extent permitted by law), within 10 days of the Non-Extending Lender Response Date, transfer pursuant to Clause 25 (Changes to the Lenders) the pro rata portion of its rights and obligations under this Agreement to an Extending Lender or an Approved New Lender which confirms its willingness to assume and does assume all the obligations of the Non-Extending Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Non-Extending Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.11 (Pro rata interest settlement)), Break Costs (if any) and other amounts payable in relation thereto under the Finance Documents; and

(ii) any Approved New Lender shall on the Response Date, provide an irrevocable and unconditional commitment to assume, on the Original Termination Date, that portion of the Non-Extending Lender’s Commitment and its participation in the Loans which shall be transferred to it in accordance with this paragraph (a).

(b) If any Non-Extending Lender, an Approved New Lender and the Company so agrees, the Non-Extending Lender shall be permitted to transfer its Commitment and its participation in the Loans to the Approved New Lender prior to the Original Termination Date.

(c) The Agent shall as soon as practicable notify the Company of the responses from the Extending Lenders or the Approved New Lenders and (if any) the amount of the Non-Extending Lender’s Commitment and its participation in the Loans which shall not been transferred to an Extending Lender or an Approved New Lender.

(d) Notwithstanding any other provision in this Agreement:

(i) no request for a further extension shall extend the Termination Date beyond the date falling fifteen (15) Months after the Original Termination Date; and

(ii) the Lenders will only be obliged to comply with the provisions of Clauses 9.2 (Extension Option) to 9.3 (Non-Extending Lenders) if on the date of the relevant Extension Request and on the date the relevant Extension Request takes effect no Event of Default is continuing.

(e) If any Lender does not agree to the relevant Extension Request and is not required to transfer its rights and obligations pursuant to paragraph (a)(i) above, its participation in any outstanding Loan shall be repaid in accordance with Clause 9.1 (Repayment of Loans).

(f) If any extension is agreed in accordance with Clause 9.2 (Extension Option) to 9.3 (Non-Extending Lenders), the Company shall pay to the Agent (for the account of the relevant Lender) a fee of 0.25 per cent. flat on the amount of Commitment of each Lender whose Commitment is extended or who has assumed a Non-Extending Lender’s Commitment and participation in the outstanding Loans in accordance with paragraph (a)(i) above. That fee shall be payable on the fifth Business Day after the Company notifies the Agent in accordance with paragraph (d) of Clause 9.2 (Extension Option).

10. Prepayment and Cancellation10.1 Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately cancelled; and

(c) to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 10.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender), each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

10.2 Sanctions and anti-corruption

If (i) any member of the Group is or becomes a Restricted Party or violates any applicable Sanctions which, in each case, is reasonably likely to result in that a Lender (or any of its Affiliates) violates any applicable Sanctions or becomes a Restricted Party, (ii) the use of the proceeds from a Loan being reasonably likely to cause the Lender (or any of its Affiliates) to violate any applicable Sanctions or become a Restricted Party, (iii) any member of the Group does not comply with any undertaking in Clause 23.16 (Anti-corruption law), or (iv) any representation pursuant to Clause 20.14 (Anti-corruption law) made or deemed to be made by any member of the Group is or proves to have been incorrect or misleading when made or deemed to be made, then:

(a) that Lender may (in its sole discretion) promptly notify the Agent upon becoming aware of that event;

(b) that Lender shall not be obliged to fund a Utilisation and upon the Agent notifying the Company, each Available Commitment of that Lender will be immediately cancelled; and

(c) to the extent that the Lender’s participation has not been transferred pursuant to Clause 36.6 (Replacement of Lender) and as permitted by applicable law (including Sanctions), each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Any provision of this Clause 10.2 shall not apply to or in favour of any person if and to the extent it would result in a breach, by or in respect of that person, of any applicable Blocking Law.

10.3 Change of Control and delisting

(a) If at any time:

(i) any person or group of persons acting in concert gains direct or indirect control of the Company;

(ii) the Company ceases to be listed on The Nasdaq Global Select Market or any successor thereto, unless the Company’s American Depository Shares representing shares in the Company and/or shares in the Company are listed on any Regulated Market or US Securities Exchange (as applicable) within five (5) Business Days from the date of the delisting;

(iii) subject to paragraph (f) of the definition of “Permitted Transaction”, the Company ceases to hold directly 100% of the shares in CEBA (excluding, for the purpose of the foregoing, the two (2) ordinary shares in CEBA held by individuals); or

(iv) subject to paragraph (e) of the definition of “Permitted Transaction”, CEBA ceases to hold directly 100% of the shares in the Original Borrower,

then:

(A) the Company shall promptly notify the Agent upon becoming aware of that event;

(B) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(C) if a Lender so requires and notifies the Agent within 30 days of the Company notifying the Agent of the event, the Agent shall, by not less than 30 days’ notice to the Company, cancel the Available Commitment of that Lender and declare the participation of that Lender in all Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents immediately due and payable, whereupon such Available Commitments will be immediately cancelled, the Commitment of that Lender shall immediately cease to be available for further utilisation and all such Loans, accrued interest and other amounts shall become immediately due and payable.

(b) For the purpose of paragraph (a) above:

(i) “control” means:

(A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Company;

(2) appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

(3) give directions with respect to the operating and financial policies of the Company with which the directors or other equivalent officers of the Company are obliged to comply; or

(B) the holding beneficially of more than 50 per cent. of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

(ii) “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal) actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company;

(iii) “Regulated Market” means any regulated market as defined in the Markets in Financial Instruments Directive 2014/65/EU (MiFID II), as amended; and

(iv) “US Securities Exchange” means a national securities exchange registered with the United States Securities and Exchange Commission.

10.4 Voluntary Cancellation

The Company may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of SEK 50,000,000 (or its equivalent in other currencies)) of the Available Facility. Any cancellation under this Clause 10.4 shall reduce the Commitments of the Lenders rateably.

10.5 Voluntary Prepayment of Loans

(a) Subject to paragraph (b) below, the Borrower to which a Loan has been made may, if it gives the Agent not less than:

(i) in the case of a Term Rate Loan, five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice; or

(ii) in the case of a Compounded Rate Loan five RFR Banking Days’ (or such shorter period as the Majority Lenders may agree) prior notice,

prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of SEK 50,000,000 (or its equivalent in other currencies)).

(b) A Borrower shall not be permitted to prepay any Compounded Rate Loan under paragraph (a) above, if such prepayment would result in more than three Compounded Rate Loans having been prepaid (whether in whole or in part) within a period of 12 Months.

10.6 Right of Replacement or Repayment and Cancellation in Relation to a Single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 15.2 (Tax Gross-Up); or

(ii) any Lender claims indemnification from the Company under Clause 15.3 (Tax Indemnity) or Clause 16.1 (Increased Costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment of that Lender shall be immediately reduced to zero.

(c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

(d) If:

(i) any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 10.1 (Illegality) to any Lender,

the Company may on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a

purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.11 (Pro Rata Interest Settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(f) A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

10.7 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b) On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall be immediately reduced to zero.

(c) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

10.8 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c) Unless a contrary indication appears in this Agreement, any part of the Super Senior Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) Subject to Clause 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 10 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

(g) If all or part of any Lender’s participation in a Loan under a Super Senior Revolving Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further Conditions Precedent)), an amount of that Lender’s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Super Senior Revolving Facility will be deemed to be cancelled on the date of repayment or prepayment.

10.9 Application of Prepayments

Any prepayment of a Loan pursuant to Clause 10.5 (Voluntary Prepayment of Loans) shall be applied pro rata to each Lender’s participation in that Loan.

Section 5
Costs of Utilisations

11. Interest11.1 Calculation of Interest – Term Rate Loans

The rate of interest on each Term Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) Term Reference Rate.

11.2 Calculation of Interest – Compounded Rate Loans

(a) The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i) Margin; and

(ii) Compounded Reference Rate for that day.

(b) If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

11.3 Sustainability Margin Adjustments

(a) Subject to Clause 23.32 (Declassification Event) and the other paragraphs of this Clause 11.3, following the receipt by the Agent of the Sustainability Compliance Certificate in respect of a SLL Reference Period in accordance with Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report), the Margin applicable to each Loan shall be adjusted (a “Sustainability Margin Adjustment”) (or not adjusted, as the case may be) to the applicable rate determined using the table set out below and the number of SPTs that the Sustainability Compliance Certificate for that SLL Reference Period certifies have been met:

Number of SPTs met	Revised Margin following Sustainability Margin Adjustment
3	The rate which is 0.05 per cent. per annum lower than the rate which would otherwise have been applicable.
2	The rate which is 0.025 per cent. per annum lower than the rate which would otherwise have been applicable.
1	The rate which is 0.025 per cent. per annum higher than the rate which would otherwise have been applicable.
0	The rate which is 0.05 per cent. per annum higher than the rate which would otherwise have been applicable.

 

(b) Subject to paragraph (d) below, any Sustainability Margin Adjustment in respect of the Margin for a Loan shall take effect on the date which falls three (3) Business Days after receipt by the Agent of the Sustainability Compliance Certificate for the most recently completed SLL Reference Period pursuant to Clause 21.10 (Sustainability Compliance

Certificate, Sustainability Report and Verification Report) (the “Sustainability Margin Adjustment Date”).

(c) Subject to paragraph (d) below and to Clause 21.10 (Sustainability Compliance Certificate Inaccuracy), only one Sustainability Compliance Certificate may be delivered in respect of any SLL Reference Period, and any Sustainability Margin Adjustment made by reference to that SLL Reference Period shall only apply until:

(i) the date on which the Sustainability Compliance Certificate is required to be delivered for the following SLL Reference Period pursuant to Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report); or

(ii) where a Sustainability Compliance Certificate has been delivered for the following SLL Reference Period pursuant to Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report), the relevant Sustainability Margin Adjustment Date.

(d) For the avoidance of doubt, the calculation of any Sustainability Margin Adjustment which is applied to the Margin in respect of any SLL Reference Period shall disregard any Sustainability Margin Adjustment which was applied to the Margin in respect of the preceding SLL Reference Period.

(e) If a revised Sustainability Compliance Certificate is received by the Agent in respect of any SLL Reference Period pursuant to Clause 21.11 (Sustainability Compliance Certificate Inaccuracy), any Sustainability Margin Adjustment which is applied to the Margin for a Loan by reference to that SLL Reference Period shall:

(i) be recalculated in accordance with the revised Sustainability Compliance Certificate; and

(ii) take effect on the date which falls three (3) Business Days after receipt by the Agent of the revised Sustainability Compliance Certificate for the relevant SLL Reference Period pursuant to Clause 21.11 (Sustainability Compliance Certificate Inaccuracy).

(f) If a revised Sustainability Compliance Certificate received by the Agent pursuant to Clause 21.11 (Sustainability Compliance Certificate Inaccuracy) shows that a higher Margin should have applied during a certain period, then the Company shall (or shall ensure the relevant Borrower shall) promptly upon demand pay to the Agent any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period (provided that no such payment shall be required to be made to any entities who are no longer Lenders as at the time such payment is to be made).

(g) For so long as a Sustainability Breach is continuing the SPTs will, for the purposes of this Clause 11.3, be deemed not to have been met for the applicable SLL Reference Period provided that once such Sustainability Breach is remedied or waived, the calculation of the Margin for each Loan will resume in accordance with the grid set out above with effect from such remedy or waiver.

11.4 Margin premium for Loans and Unpaid Sums in USD and GBP

Without prejudice to any other provisions of this Agreement, the Margin applicable to any Loan or Unpaid Sum shall be increased by 0.15 percentage points for any such Loan or Unpaid Sum which is denominated in USD or GBP.

11.5 Payment of Interest

(a) The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

(b) If the Compliance Certificate received by the Agent which relates to the relevant Annual Report shows that a higher Margin should have applied during a certain period, then the Company shall (or shall ensure the relevant Borrower shall) promptly pay to the Agent any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period (with no compensation to entities who are no longer Lenders when the payment should be made).

(c) If the Compliance Certificate received by the Agent which relates to the relevant Annual Report shows that a lower Margin should have applied during a certain period, the next payments of interest falling due on the relevant Utilisations shall be reduced to the extent necessary to put the Obligors in the position they would have been in if the Margin had been reduced for that period (no reduction should be made in relation to Lenders who were not Lenders when the lower Margin should have applied).

11.6 Default Interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1.00 per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 11.6 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Term Rate Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 1.00 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

11.7 Notifications

(a) The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement relating to a Term Rate Loan.

(b) The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(i) the relevant Borrower of that Compounded Rate Interest Payment;

(ii) each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and

(iii) the relevant Lenders and the relevant Borrower of:

(A) each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

(B) to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

This paragraph (b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 13.4 (Cost of funds).

(c) The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.

(d) The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 13.4 (Cost of funds) applies.

(e) This Clause 11.7 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

12. Interest Periods12.1 Selection of Interest Periods

(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b) Subject to this Clause 12, a Borrower (or the Company) may select an Interest Period of any period specified in the applicable Reference Rate Terms or any other period agreed between the Company, the Agent and all the Lenders in relation to the relevant Loan.

(c) An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Super Senior Facility.

(d) Each Interest Period for a Loan shall start on the Utilisation Date.

(e) No Interest Period shall be longer than six Months.

(f) A Loan has one Interest Period only.

(g) The length of an Interest Period of a Term Rate Loan shall not be affected by that Term Rate Loan becoming a “Compounded Rate Loan” for that Interest Period pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate).

12.2 Non-Business Days

Any rules specified as “Business Day Conventions” in the applicable Reference Rate Terms for a Loan or Unpaid Sum shall apply to each Interest Period for that Loan or Unpaid Sum.

13. Changes to the Calculation of Interest13.1 Interest calculation if no Primary Term Rate

(a) Interpolated Primary Term Rate

If no Primary Term Rate is available for the Interest Period of a Term Rate Loan, the applicable Term Reference Rate shall be the Interpolated Primary Term Rate for a period equal in length to the Interest Period of that Loan.

(b) Alternative Term Rate

If paragraph (a) above applies but it is not possible to calculate the Interpolated Primary Term Rate, the applicable Term Reference Rate shall be the aggregate of:

(i) the Alternative Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; and

(ii) any applicable Alternative Term Rate Adjustment.

(c) Interpolated Alternative Term Rate

If paragraph (b) above applies but no Alternative Term Rate is available for the Interest Period of that Loan, the applicable Term Reference Rate shall be the aggregate of:

(i) the Interpolated Alternative Term Rate for a period equal in length to the Interest Period of that Loan; and

(ii) any applicable Alternative Term Rate Adjustment.

(d) Compounded Reference Rate or cost of funds

If paragraph (c) above applies but it is not possible to calculate the Interpolated Alternative Term Rate then:

(i) if “Compounded Reference Rate will apply as a fallback” is specified in the Reference Rate Terms for that Loan and there are Reference Rate Terms applicable to Compounded Rate Loans in the relevant currency:

(A) there shall be no Term Reference Rate for that Loan for that Interest Period and Clause 11.1 (Calculation of Interest – Term Rate Loans) will not apply to that Loan for that Interest Period; and

(B) that Loan shall be a “Compounded Rate Loan” for that Interest Period and Clause 11.2 (Calculation of Interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period; and

(ii) if:

(A) “Compounded Reference Rate will not apply as a fallback” and

(B) “Cost of funds will apply as a fallback”,

are specified in the Reference Rate Terms for that Loan, Clause 13.4 (Cost of funds) shall apply to that Loan for that Interest Period.

13.2 Interest calculation if no RFR or Central Bank Rate

If:

(a) there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(b) “Cost of funds will apply as a fallback” is specified in the Reference Rate Terms for that Loan,

Clause 13.4 (Cost of funds) shall apply to that Loan for that Interest Period.

13.3 Market disruption

If:

(a) a Market Disruption Rate is specified in the Reference Rate Terms for a Loan; and

(b) before the Reporting Time for that Loan the Agent receives notifications from a Lender or Lenders (whose participations in that Loan exceed 35 per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

then Clause 13.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

13.4 Cost of funds

(a) If this Clause 13.4 applies to a Loan for an Interest Period neither Clause 11.1 (Calculation of Interest – Term Rate Loans) nor Clause 11.2 (Calculation of Interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(i) the applicable Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event by the Reporting Time for that Loan, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

(b) If this Clause 13.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(d) If this Clause 13.4 applies pursuant to Clause 13.3 (Market disruption) and:

(i) a Lender’s Funding Rate is less than the relevant Market Disruption Rate; or

(ii) a Lender does not notify a rate to the Agent by the relevant Reporting Time,

(e) that Lender’s cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Loan.

(f) If this Clause 13.4 applies the Agent shall, as soon as is practicable, notify the Company.

13.5 Break Costs

(a) If an amount is specified as Break Costs in the Reference Rate Terms for a Loan or Unpaid Sum, each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of that Loan or Unpaid Sum being paid by that Borrower on a day prior to the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

14. Fees14.1 Commitment Fee

(a) The Company shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of 35 per cent. per annum of the applicable Margin (excluding, for the avoidance of doubt, any increase pursuant to Clause 11.4 (Margin premium for Loans and Unpaid Sums in USD and GBP)) on that Lender’s Available Commitment under the Super Senior Revolving Facility for the period from the Refinancing Date to and including the date falling one Month prior to the Termination Date in relation to the Super Senior Revolving Facility.

(b) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

14.2 Arrangement Fee

The Company shall pay to the Agent (for the account of the Arrangers) an arrangement fee in the amount and at the times agreed in a Fee Letter.

14.3 Agency Fee

The Company shall pay to the Agent (for its own account) a facility agency fee, in the amount and at the times agreed in a Fee Letter.

14.4 Interest, commission and fees on Ancillary Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall, subject to the terms of this Agreement, be determined by agreement between the relevant Ancillary Lender and the Borrower of that Ancillary Facility and be based upon market standard commercial terms prevailing at that time.

14.5 No deal, no fee

No fees, commissions, costs or expenses (unless otherwise agreed pursuant to the relevant Finance Document, and other than any reasonably incurred external legal fees (including any applicable VAT) subject to any fee cap and/or estimate approved by the Company in advance) will be payable unless the Refinancing Date occurs.

Section 6
Additional Payment Obligations

15. Tax Gross-Up and Indemnities15.1 Definitions

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 15.2 (Tax Gross-Up) or a payment under Clause 15.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 15 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

15.2 Tax Gross-Up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c) If a Tax Deduction is required by law to be made by or on behalf of an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

15.3 Tax Indemnity

(a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii) if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(iii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 15.2 (Tax Gross-Up); or

(B) relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3 notify the Agent.

15.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

(c) the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

15.5 Stamp taxes

The Original Borrower shall pay and, within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, other than in respect of any stamp duty, registration or other similar Taxes payable in respect of a transfer by a Lender of any of its rights or obligations under a Finance Document.

15.6 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority

for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 15.6 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

15.7 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

15.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Original Borrower and the Agent and the Agent shall notify the other Finance Parties.

15.9 Other US Tax Information

Each Finance Party shall, as soon as reasonably practicable upon written request by a US Obligor in the event that such US Obligor is going to make an actual payment under this Agreement, use commercially reasonable efforts to provide such Obligor with a properly completed and executed applicable US Tax Form for purposes of establishing exemption from US federal backup withholding tax and will supply additional US Tax Forms upon a reasonable time following a written request by that Obligor, in each case, to the extent such Finance Party is legally entitled to do so for purposes of establishing exemption from US federal backup withholding tax. Notwithstanding anything to the contrary in this Clause 15.9 (Other US Tax Information), the completion, execution and submission of such US Tax Forms shall not be required if in the Finance Party’s reasonable judgment such completion, execution or submission would subject such Finance Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Finance Party.

16. Increased Costs16.1 Increased Costs

(a) Subject to Clause 16.3 (Exceptions) the Company shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation, (ii) compliance with any law or regulation made after the date of this Agreement, or (iii) the implementation or application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b) In this Agreement

“Basel III” means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”;

“CRD IV” means EU CRD IV and UK CRD IV;

“EU CRD IV” means:

(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (“CRR”); and

(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (“CRD”).

“Increased Costs” means:

(i) a reduction in the rate of return from a Super Senior Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document.

“UK CRD IV” means:

(i) CRR as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “Withdrawal Act”);

(ii) the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020 (“WAA”)) implemented CRD and its implementing measures;

(iii) direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day (as defined in the WAA) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act; and

(iv) any law or regulation of the United Kingdom which introduces into domestic law of the United Kingdom a provision which is equivalent to a provision set out in CRR or CRD and/or implements Basel III standards.

16.2 Increased Cost Claims

(a) A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs to the extent it is able to do so without disclosing any confidential or sensitive information.

16.3 Exceptions

(a) Clause 16.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 15.3 (Tax Indemnity) (or would have been compensated for under Clause 15.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax Indemnity) applied);

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(v) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or

(vi) attributable to the implementation or application of, or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) to the extent that such Finance Party knew or could reasonably be expected to have known the amounts of such Increased Cost at the time it became a Party.

(b) In this Clause 16.3, a reference to a “Tax Deduction” has the same meaning given to that term in Clause 15.1 (Definitions).

17. Other Indemnities17.1 Currency Indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

17.2 Other Indemnities

The Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Secured Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

17.3 Indemnity to the Agent

The Company shall, within five Business Days of demand, indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

18. Mitigation by the Lenders18.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 15 (Tax Gross-Up and Indemnities) or Clause 16 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

18.2 Limitation of Liability

(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 18.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

19. Costs and Expenses19.1 Transaction Expenses

The Company shall, within 30 days of demand, pay (or procure the payment to) the Agent (on account of the Lenders) the reasonably incurred external legal fees (together with reasonable expenses, disbursements and VAT, if and as applicable) of the counsel to the Lenders (subject to any fee cap and/or estimate approved by the Company in writing in advance) and, within five Business Days of demand, pay (or procure the payment to) the Agent the amount of all

costs and expenses reasonably incurred by it and the Lenders in connection with the negotiation, preparation, perfection and execution of:

(a) this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b) any other Finance Documents executed after the date of this Agreement.

19.2 Amendment Costs

If:

(a) an Obligor requests an amendment, waiver or consent;

(b) an amendment is required pursuant to Clause 30.10 (Change of Currency); or

(c) an amendment is required pursuant to Clause 36.9 (Sustainability amendments),

the Company shall, within five Business Days of demand, reimburse each of the Agent for the amount of all reasonable costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

19.3 Enforcement and preservation Costs

The Company shall, within five Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including external legal fees, subject to any fee cap and/or estimate approved by the Company in writing in advance) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

19.4 Cost details

No member of the Group shall be required to pay any fees (other than any amounts set out in a Fee Letter or pursuant to paragraph (f) of Clause 9.3 (Non-Extending Lenders) or Clause 14.1 (Commitment Fee)), costs, expenses or other amounts (other than principal and interest amounts due in respect of the Super Senior Revolving Facility) unless an invoice relating to such fees, costs, expenses or other amounts has been provided to the Company or a Borrower.

Section 7
Representations, Undertakings and Events of Default

20. Representations

Each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party on the date of this Agreement and on the Refinancing Date, in each case with reference to the facts and circumstances then existing.

20.1 Status

(a) It is a corporation, a limited liability company or a limited partnership with a limited liability company as general partner, duly incorporated (or, in the case of a partnership, established) and validly existing under the law of its Original Jurisdiction.

(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted save where failure to have such power would not, or could not reasonably be expected to have, a Material Adverse Effect.

20.2 Binding Obligations

Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements:

(a) the obligations expressed to be assumed by it in each Finance Document to which it is a party are, legal, valid, binding and enforceable obligations; and

(b) (without limiting the generality of paragraph (a) above), each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

20.3 Non-Conflict with other Obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) the constitutional documents of any Obligor and any other member of the Group over whose assets Security is purported to be given; or

(c) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets, to an extent or in a manner which would have a Material Adverse Effect,

nor, except as set out in the Transaction Security Documents, require it to create any Security.

20.4 Power and Authority

Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

20.5 Validity and Admissibility in Evidence

Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, all Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create the Security to be created by it pursuant to any Transaction Security Document and to ensure that such Security has the priority and ranking it is expressed to have,

have been (or will at the required date be) obtained or effected and are in full force and effect.

20.6 Governing Law and Enforcement

(a) Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, the choice of law as the governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b) Subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

20.7 No Filing or Stamp Taxes

Under the laws of its Relevant Jurisdictions, it is not necessary that (i) any stamp, registration or similar tax be paid on or in relation to the Finance Documents or (ii) subject to the Legal Reservations and, in the case of the Transaction Security Documents, the Perfection Requirements, the Finance Documents be filed, recorded or enrolled with any court or other authority in such jurisdictions.

20.8 No Default

(a) No Event of Default is continuing or is reasonably likely to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

20.9 Financial Statements

(a) The Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary before the date of this Agreement.

(b) The Original Financial Statements fairly present its financial condition as at the end of the relevant financial year and its results of operations during the relevant financial year (consolidated in the case of the Company) unless expressly disclosed to the Agent in writing to the contrary before the date of this Agreement.

(c) Its most recent Annual Report and financial statements delivered pursuant to Clause 21.1 (Financial Statements) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and fairly present its

consolidated financial condition as at the end of, and its consolidated results of operations for, the period to which they relate.

(d) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.

20.10 Pari Passu Ranking

(a) Subject to the Perfection Requirements, each Transaction Security Document creates (or, once entered into, will create) in favour of the Security Agent for the benefit of the Secured Parties the Security which it is expressed to create with the ranking and priority it is expressed to have.

(b) Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.11 No Proceedings

(a) No litigation, arbitration or administrative proceedings or investigations of, or before any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

(b) No judgment or order of a court, arbitral body or agency which are reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it or any of its Subsidiaries.

20.12 No breach of laws

It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

20.13 Environmental laws

(a) Each member of the Group is in compliance with Clause 23.15 (Environmental compliance) and to the best of its knowledge and belief no circumstances have occurred which would prevent such compliance in a manner or to an extent that has or is reasonably likely to have a Material Adverse Effect.

(b) No Environmental Claim has been commenced or (to the best of its knowledge and belief) is formally threatened against any member of the Group where that claim has or is reasonably likely to be adversely determined and, if determined against that member of the Group, is reasonably likely to have a Material Adverse Effect.

20.14 Anti-corruption law

Each member of the Group has conducted its businesses in compliance with applicable anti-corruption, anti-money laundering and anti-bribery laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

20.15 Sanctions

(a) Neither it nor any other member of the Group nor (to the best of its knowledge, after having made due and careful enquiry) any of their respective directors or officers or employees:

(i) is a Restricted Party;

(ii) has violated or is violating any applicable Sanctions;

(iii) is directly or indirectly engaging in or has directly or indirectly engaged in any activity with a Restricted Party in violation of any applicable Sanctions or in any other activity that may result in any person becoming a subject of Sanctions; or

(iv) is subject to any claim, proceeding, formal investigation or formal notice with respect to Sanctions.

(b) The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company and each other member of the Group with applicable Sanctions.

20.16 No misleading information

Save as disclosed in writing to the Agent prior to the date of the date of this Agreement, to the best of its knowledge and belief:

(a) all material written information (including, without limitation, the Lender Model) (the “Materials”) provided by any Obligor (including its advisers) to a Finance Party was (taken as a whole) true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respect;

(b) any financial projection or forecast contained in the Materials has been prepared in accordance with the Accounting Principles as applied in the Original Financial Statements (subject to the application of the principles set out in the definition of “Capitalized Lease Obligations”), and the financial projections contained in it have been prepared on the basis of recent historical information, are fair and based on reasonable assumptions (as at the date of the relevant report or document containing the projection or forecast);

(c) the expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Materials were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds;

(d) no event or circumstance has occurred or arisen and no information has been omitted from the Materials and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Materials being untrue or misleading in any material respect; and

(e) all Sustainability Information was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

20.17 Group Structure Chart

The Group Structure Chart delivered to the Agent pursuant to Part 1 (Conditions Precedent to First Utilisation) of Schedule 2 (Conditions Precedent) is true, complete and accurate in all material respects.

20.18 Legal and beneficial ownership

It and each of its Subsidiaries is the sole legal and beneficial owner of, and has good and marketable title to, the respective assets over which it purports to grant Security, free from all Security except the Security created pursuant to, or permitted by, this Agreement.

20.19 Shares

The shares of any member of the Group which are (or are required by this Agreement to be or become) subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights, and the constitutional documents of companies whose shares are (or are required by this Agreement to be or become) subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security, in each case other than to the extent such restrictions are mandatorily required by law or the relevant provisions are removed from the relevant constitutional documents at, or prior to, the taking of, or within the relevant time period provided for in, the relevant Transaction Security. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any member of the Group (including any option or right of pre-emption or conversion) whose shares are subject to Transaction Security.

20.20 Intellectual Property

It and each of its Subsidiaries:

(a) is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted where failure to do so has or is reasonably likely to have a Material Adverse Effect;

(b) does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or is reasonably likely to have a Material Adverse Effect; and

(c) has taken all formal or procedural actions (including payment of fees) required to maintain any Material Intellectual Property owned by it where failure to do so has or is reasonably likely to have a Material Adverse Effect.

20.21 Insolvency

No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 24.7 (Insolvency proceedings) has been taken in relation to a member of the Group; or

(b) creditors’ process described in Clause 24.8 (Creditors’ process), has been taken in relation to a member of the Group; and

(c) none of the circumstances described in Clause 24.6 (Insolvency) applies to a member of the Group.

20.22 Security and Financial Indebtedness

(a) No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

(b) No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

20.23 Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”) or, from 26 June 2017, Regulation (EU) 2015/848 of 20 May 2015 on Insolvency Proceedings (Recast) (the “Recast Regulation”), it is not aware

of any fact or circumstance which could lead to its centre of main interests (as that term is used in Article 3(1) of the Regulation or, from 26 June 2017, the Recast Regulation) being located outside of its jurisdiction of incorporation.

20.24 Taxes

(a) No Obligor is (and none of its Subsidiaries, as applicable, is) materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax other than (i) any Tax or payment which is being disputed in good faith by appropriate means or where adequate reserves are being maintained in respect of such claims or (ii) in circumstances where non-payment does not have or is not reasonably likely to have a Material Adverse Effect.

(b) No material claims are being made or conducted against the Obligor (or any of its Subsidiaries) with respect to Taxes which have not been reflected in the most recent financial statements delivered to the Agent which are reasonably likely to be determined adversely to it or to such Subsidiary and which, if so adversely determined, and after taking into account any indemnity or claim against any third party with respect to such claim would have a Material Adverse Effect.

20.25 Holding Companies

Neither the Company nor CEBA has traded or carried on any business, entered into or been a party to any contracts or incurred any liabilities or commitments (actual or contingent, present or future) other than in the case of the Company acting as a Holding Company of CEBA and CEBA acting as a Holding Company of the Original Borrower, and performing any Permitted Holding Company Activity.

20.26 U.S. Governmental Regulation

(a) Neither the making of any Utilisation hereunder nor the use of proceeds thereof will violate any regulations of the FRB, including the provisions of Regulations T, U or X of the FRB.

(b) No Obligor has, or could reasonably be expected to have, any amount of liability, contingent or otherwise, with respect to an “employee benefit plan” (as defined in ERISA) which is subject to Title IV of ERISA or Section 412 of the Code, which is reasonably likely to have Material Adverse Effect.

(c) No proceeds of any loan will be used to purchase or carry Margin Stock. No member of the Group is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock.

20.27 Investment Company Act

It is not, and it is not required to be registered as, an “investment company” under the Investment Company Act of 1940, as amended.

20.28 Repetition

(a) The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(i) the date of each Utilisation Request;

(ii) on the first day of each Interest Period;

(iii) in relation to an Extension Request made pursuant to Clause 9.2 (Extension Option), the date of such Extension Request;

(iv) on each Establishment Date; and

(v) in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.

(b) The representations and warranties under Clause 20.24 (U.S. Governmental Regulation) and 20.27 (Investment Company Act) shall be made by each Obligor incorporated or registered in the United States on the date such company becomes an Additional Obligor.

(c) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

(d) The representation in paragraph (e) of Clause 20.16 (No misleading information) is deemed to be made by each Obligor on the date of each Sustainability Compliance Certificate.

21. Information Undertakings

The undertakings in this Clause 21 remain in force from the Refinancing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Clause 21:

“Annual Report” means the annual report for a Financial Year delivered pursuant to paragraph (a) of Clause 21.1 (Financial Statements).

“Q4 Earnings Call Financial Data” means, in relation to any Financial Quarter ending on 31 December, the financial data on which the Company’s earnings call in respect of such Financial Quarter is based, delivered pursuant to paragraph (b)(ii) of Clause 21.1 (Financial Statements).

“Quarterly Financial Statements” means the unaudited financial statements delivered pursuant to paragraph (b)(i) of Clause 21.1 (Financial Statements).

21.1 Financial Statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event prior to the earlier of (i) one hundred twenty (120) days after the end of each Financial Year and (ii) the latest date on which such financial statements of the Company are required to be delivered to shareholders of the Company pursuant to the Listing Rules (or any analogous rules or regulations of any applicable stock exchange in which the Company’s voting stock is traded), a consolidated annual report of the Company (including the balance sheet of the Company and its Subsidiaries as at the end of such Financial Year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such Financial Year together with related notes thereto, setting forth in each case in comparative form the figures for the previous Financial Year and the corresponding figures from the Lender Model);

(b)

(i) as soon as they are available, but in any event prior to the earlier of (i) 45 days after the end of each Financial Quarter (other than a Financial Quarter ending on 31 December) and (ii) the latest date on which such financial statements of the Company are required to be delivered to shareholders of the Company pursuant to the Listing Rules: (A) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such Financial Quarter and (B) consolidated statements of income or operations, stockholders’ equity and cash flows for such Financial Quarter; and

(ii) as soon as it is available, but in any event within 75 days after the end of each Financial Quarter ending on 31 December, its Q4 Earnings Call Financial Data for that Financial Quarter,

setting forth in each case in comparative form the figures for the corresponding Financial Quarter of the previous Financial Year and the corresponding figures from the Lender Model;

(c) as soon as the same become available, but in any event within six Months of the end of the Financial Year of the Original Borrower, starting with the Financial Year ending 31 December 2025, the statutory standalone annual accounts of the Original Borrower;

(d) as soon as the same become available, but in any event within six Months of the end of the Financial Year of an Additional Borrower, starting with the Financial Year in which that Additional Borrower accedes to this Agreement as an Additional Borrower in accordance with Clause 26 (Changes to the Obligors), the statutory standalone annual accounts of that Additional Borrower; and

(e) prior to thirty (30) days after the end of the first and second fiscal month in each Financial Quarter of the Company, (A) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal month and (B) consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal month and for the period from the beginning of the current Financial Year to the end of such month, all in reasonable detail and certified by an authorised signatory of the Company as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with the Accounting Principles, subject to normal year-end adjustments and the absence of footnotes.

21.2 Compliance Certificate

(a) The Company shall supply a Compliance Certificate to the Agent with each Annual Report, each set of its Quarterly Financial Statements and each set of Q4 Earnings Call Financial Data.

(b) The Compliance Certificate shall, amongst other things, set out:

(i) (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants);

(ii) the Margin computations set out in the definition of “Margin”;

(iii) whether any Event of Default is continuing (and if applicable and the steps, if any, being taken to remedy it); and

(iv) if delivered together with the Annual Report, include certification as to the identity of each Material Company and either (A) confirm compliance with the Guarantor Coverage Test under and as defined in Clause 23.27 (Guarantors and Transaction Security) or (B) provide details of any members of the Group required to become Additional Guarantors to ensure compliance with Clause 23.27 (Guarantors and Transaction Security).

(c) Each Compliance Certificate shall be signed by the CEO, CFO or an authorised signatory of the Company.

21.3 Requirements as to Financial Statements

(a) The Company shall procure that:

(i) each Annual Report and Quarterly Financial Statements includes a consolidated balance sheet, profit and loss account, cashflow statement, consolidated statements of income or operations, stockholders’ equity and cash flows, all in reasonable detail;

(ii) each Annual Report shall be audited and accompanied by an opinion of an independent registered public accounting firm of nationally recognized standing, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than as may be required as a result solely from (i) an actual or a prospective default or event of default with respect to any financial covenant or (ii) the impending maturity of any Financial Indebtedness occurring within one year from the time such opinion is delivered); and

(iii) each Quarterly Financial Statements shall be certified by the CEO, CFO or an authorised signatory of the Company as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with the Accounting Principles, subject to normal year-end adjustments and the absence of footnotes.

(b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial Statements) is prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in Accounting Principles, the accounting practices or reference periods and its auditors deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in Clause 1.1 (Definitions) and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

If the Company notifies the Agent of a change in accordance with paragraph (b)(ii) above then the Company and the Agent shall enter into negotiations in good faith with a view to agreeing:

(i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and

(ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,

and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

If no such agreement is reached within 30 days of that notification of change, the Agent shall (if so requested by the Majority Lenders) instruct the Company’s auditors or independent accountants (approved by the Company or, in the absence of such approval within five days of request by the Agent of such approval, a firm with recognised expertise) to determine any amendment to 22.2 (Financial condition), the Margin computations set out in Clause 1.1 (Definitions) and any other terms of this Agreement which the Company’s auditors or, as the case may be, accountants (acting as experts and not arbitrators) consider appropriate to ensure the change does not result in any material alteration in the commercial effect of the terms of this Agreement. Those amendments shall take effect when so determined by the Company’s auditors, or as the case may be, accountants. The cost and expense of the Company’s auditors or accountants shall be for the account of the Company.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

21.4 Budget

(a) The Company shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same becomes available but in any event not later than the earlier of (i) 16 March of that Financial Year and (ii) the date upon which the Q4 Earnings Call Financial Data for the last Financial Quarter of the previous Financial Year is delivered, a consolidated plan and financial forecast for such Financial Year, including (A) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of the Company and its Subsidiaries for such Financial Year and each Financial Quarter of such Financial Year, (B) a quarterly breakdown of such forecast by region, including EMEA, the Americas and the People’s Republic of China (in form and substance reasonably satisfactory to the Agent), and (C) an explanation of the assumptions on which such forecasts are based (a “Budget”).

(b) The Company shall ensure that each Budget is in the same form as the form agreed with the Agent (acting on behalf of the Majority Lenders) prior to the Refinancing Date. For the avoidance of doubt, provided that the foregoing is complied with, no Budget shall be subject to approval by the Lenders.

(c) If the Company updates or changes the Budget, it shall promptly deliver to the Agent, in sufficient copies for each of the Lenders, such updated or changed Budget together with a written explanation of the main changes in that Budget.

21.5 Information: Miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all documents dispatched by the Company to its shareholders (or any class of them) or creditors generally at the same time as they are dispatched to those creditors or shareholders (as applicable);

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which are reasonably likely to be adversely determined and, if adversely determined, are reasonably likely to have a Material Adverse Effect;

(c) promptly, such information as the Security Agent may reasonably require about the compliance of the Obligors with the terms of any Transaction Security Documents;

(d) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group, and which is reasonably likely to have a Material Adverse Effect;

(e) promptly upon request, such further information as may be required by a Lender in accordance with applicable banking supervisory laws and regulations and/or in line with standard banking practice; and

(f) promptly on request, such further information regarding the financial condition, assets and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request, provided that such information is readily obtainable by the management of the Company without incurring any material costs.

21.6 Notification of Default

(a) Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by the CEO, CFO or an authorised signatory of the Company on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

21.7 Direct Electronic Delivery by Company

The Company may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause 32.6 (Electronic Communication) to the extent that Lender and the Agent agree to this method of delivery.

21.8 “Know Your Customer” Checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Refinancing Date;

(ii) any change in the status of an Obligor after the Refinancing Date; or

(iii) a proposed transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Company shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 26 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.

21.9 Sanctions

The Company shall promptly upon becoming aware thereof, inform the Agent and to the extent permitted by applicable law:

(a) of the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions by any Sanctions Authority against it, any of its Subsidiaries or any Joint Ventures, as well as information on what steps are being taken with regards to answer or oppose such; and

(b) if it, or any of its Subsidiaries or any of their Joint Ventures has become or is likely to become a Restricted Party, details of the background for such event and such further information as any Finance Party (through the Agent) may reasonably request.

21.10 Sustainability Compliance Certificate, Sustainability Report and Verification Report

(a) The Company shall supply to the Agent, with each Annual Report, a Sustainability Compliance Certificate for that SLL Reference Period.

(b) The first Sustainability Compliance Certificate shall be delivered to the Agent together with the Annual Report for the Financial Year ending on 31 December 2026.

(c) The Sustainability Compliance Certificate shall:

(i) set out (in reasonable detail):

(A) the Group’s performance (in accordance with the relevant Calculation Methodology) in respect of each SPT for each KPI for the relevant SLL Reference Period, together with the relevant calculations; and

(B) any Sustainability Margin Adjustment to be applied in accordance with Clause 11.3 (Sustainability Margin Adjustments) and the applicable Margin following application of such Sustainability Margin Adjustment (if any);

(ii) attach a correct and complete copy of the annual non-financial disclosure report prepared in accordance with applicable law setting out Group’s sustainability-related information for each KPI for the relevant SLL Reference Period in sufficient detail for the Lenders to assess whether the SPTs have been met during that SLL Reference Period (a “Sustainability Report”);

(iii) attach a correct and complete copy of the verification report(s) prepared for that SLL Reference Period by an External Reviewer in respect of each KPI that such External Reviewer has been appointed to review which satisfies the requirements of paragraph (d) below (a “Verification Report”); and

(iv) confirm that the Sustainability Report and the Verification Report(s) relating to the relevant SLL Reference Period and attached to the Sustainability Compliance Certificate is a correct and complete copy of the original and has not been amended or superseded as at the date of the Sustainability Compliance Certificate.

(d) The Company shall procure that each Verification Report:

(i) measures, calculates and verifies each KPI to which it relates (in accordance with the relevant Calculation Methodology) for the applicable SLL Reference Period and confirms whether or not the applicable SPTs for that SLL Reference;

(ii) refers to any Sustainability Information and/or sets out details of any changes to the Calculation Methodology and/or any Applicable ESG Standard since delivery of the last Sustainability Compliance Certificate (or, in relation to the first Verification Report, since the date of this Agreement) which, in each case, could reasonably be expected to materially affect any KPI and/or any SPT; and

(iii) is provided on a limited assurance basis.

(e) Each Sustainability Compliance Certificate shall be signed by the CEO, CFO or another authorised signatory or authorised signatories of the Company.

21.11 Sustainability Compliance Certificate Inaccuracy

(a) The Company shall notify the Agent upon becoming aware of any inaccuracy in a Sustainability Compliance Certificate (a “Sustainability Compliance Certificate Inaccuracy”). Such notice shall be provided together with:

(i) a description (in reasonable detail) of the relevant Sustainability Compliance Certificate Inaccuracy; and

(ii) a revised Sustainability Compliance Certificate which complies with the requirements of paragraph (c) of Clause 21.10 (Sustainability Compliance Certificate, Sustainability Report and Verification Report) and which corrects the relevant Sustainability Compliance Certificate Inaccuracy.

(b) Notwithstanding any other provision of this Clause 21.11, a Sustainability Compliance Certificate Inaccuracy shall not constitute a Sustainability Breach, a Default or an Event of Default.

21.12 Sustainability Information

(a) The Company shall supply to the Agent:

(i) promptly upon request, any additional information which any Lender (through the Agent) may reasonably request in order to:

(A) determine and confirm if any SPT has been met; or

(B) otherwise determine a member of the Group’s compliance with its obligations under any Sustainability Provision; and

(ii) as soon as reasonably possible after development or update thereof, the newly developed or updated sustainability strategy of the Group.

(b) Each Obligor shall notify the Agent of any Sustainability Breach (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(c) The Company shall promptly notify the Agent

(i) upon becoming aware that an External Reviewer has threatened to terminate its appointment, or that an External Reviewer’s appointment has been terminated;

(ii) of the appointment of any successor External Reviewer; and

(iii) if it has developed a sustainability strategy or if it has materially updated sustainability strategy.

(d) The Parties acknowledge and agree that the Agent, the Sustainability Coordinator and the Lenders may rely, without independent verification, upon the accuracy, adequacy and completeness of the Sustainability Information, and that neither the Agent, the Sustainability Coordinator nor any Lender:

(i) assumes any responsibility or has any liability for the Sustainability Information; or

(ii) has an obligation to conduct any appraisal of any Sustainability Information.

22. Financial Covenants22.1 Financial definitions

In this Agreement:

“Adjusted Equity” means the Equity, less Intangible Assets.

“Borrowings” means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of members of the Group for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

(d) any Finance Lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument (but not, in any case, Trade Instruments) issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

(g) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date applicable to the Super Senior Revolving Facility;

(h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind the entry into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

(i) any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back or sale and leaseback agreement) classified as borrowings under the Accounting Principles; and

(j) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above,

provided that:

(i) borrowings owed by one member of the Group to another member of the Group; and

(ii) any guarantee or indemnity not prohibited under the Finance Documents given in respect of indebtedness referred to in paragraph (i) above,

are excluded for the purposes of this calculation.

“Cash” means, at any time, cash in hand, in transit or at bank and (in the latter case) credited to an account in the name of a member of the Group with an Acceptable Bank and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:

(a) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;

(b) there is no security over that cash, except for Transaction Security or security of account holding banks arising under their general terms and conditions or by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements, and, for the avoidance of doubt, to the extent the Group has implemented a cash-pool arrangement, only the net cash amount available in such cash-pool shall be included; and

(c) that cash is freely and (except for such cash which is subject to security as referred to in paragraph (b) above), immediately available to be applied in repayment or prepayment of the Super Senior Revolving Facility.

“Cash Equivalent Investments” means at any time:

(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, any member state of the European Economic Area or any Participating Member State 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, any member state of the European Economic Area or any Participating Member State;

(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) bills of exchange eligible for rediscount at the relevant central bank and accepted by an Acceptable Bank (or their dematerialised equivalent);

(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) (inclusive) above; and

(iii) can be turned into Cash on not more than 30 days’ notice; and

(f) any other debt security approved by the Majority Lenders,

in each case, denominated and payable in freely transferable and freely convertible currency to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any members of the Group or subject to any Security.

“EBITDA” means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation:

(a) before deducting any items accounted for as financial expenses under the Accounting Principles (other than any interest expenses of any Finance Leases) whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period;

(b) not including any items accounted for as financial income under the Accounting Principles whether paid or payable to or capitalised in favour of any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period;

(c) after adding back any non-cash amount attributable to the amortisation (other than in relation to any Finance Leases), depreciation or impairment of assets of members of the Group (and taking no account of the reversal of any previous impairment charge made in that Relevant Period);

(d) not including any accrued interest owing to any member of the Group;

(e) before taking into account any Exceptional Items;

(f) before taking into account (i) any legal settlement costs relating to the class action securities lawsuits against the Company referred to as In re Oatly Group AB Sec. Litig., CA No. 1:21-cv-06360-AKH (S.D.N.Y.) and Hipple v. Oatly Group AB, et al., Index No. 151432/2022 (N.Y. Sup. Ct.) (Borrok, J.) required to be paid by the Group in 2024 in an aggregate amount not exceeding USD 9,250,000 and (ii) any provision therefor, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (f) shall not exceed USD 9,250,000;

(g) before taking into account (i) any legal settlement costs and other fees, costs and expenses incurred by the Group in connection with the New Product Launch in an aggregate amount not exceeding $12,600,000 and (ii) any provision therefor, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (g) shall not exceed $12,600,000;

(h) excluding any DFW and PB Facility Closure Costs, provided that:

(i) the aggregate amount excluded from EBITDA pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate for all Relevant Periods; and

(ii) if on or after 1 January 2024 but prior to 31 December 2024 the Obligors shall not have received cash consideration for disposals of Peterborough Facility Assets and Dallas-Fort Worth Facility Assets in the aggregate amount of at least $20,000,000 (when aggregated with any cash proceeds received by the Obligors during the same period attributable to the return, cancellation or termination of any delivery, order, contract or other agreement relating to the Peterborough Facility and/or the Dallas-Fort Worth Facility), then with respect to the Relevant Period ending on or about 31 December 2024 and any Relevant Period ending thereafter, only 50% of the applicable DFW and PB Facility Closure Costs may be excluded from EBITDA for each such Relevant Period pursuant to this paragraph (h);

(i) excluding (i) any Greater China and Singapore Facility Closure Costs in an aggregate amount not exceeding $35,000,000 and (ii) any provision therefor, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (i) shall not exceed $35,000,000;

(j) before deducting any Transaction Costs (other than any costs relating to any reorganisation permitted by the Finance Documents), provided that the aggregate amount excluded from EBITDA pursuant to this paragraph (j) shall not exceed $20,000,000 in the aggregate for all Relevant Periods;

(k) excluding any fees, costs and expenses incurred by the Group relating to minimum order quantities imposed by suppliers to the Group in North America, provided that the aggregate maximum amount excluded from EBITDA for any Relevant Period pursuant to this paragraph (k) shall not exceed USD 6,000,000;

(l) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests;

(m) plus or minus the Group’s share of the profits or losses (after finance costs and tax) of non-Group entities;

(n) before taking into account any unrealised gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis);

(o) before taking into account any non-cash gain or loss arising from an upward or downward revaluation of any other asset or on a disposal of any asset (not being a disposal made in the ordinary course of trading);

(p) before taking into account any pension items;

(q) after adding back (to the extent otherwise deducted) any provisions or costs relating to any share option or incentive schemes of the Group; and

(r) excluding the charge to profit represented by the expensing of stock options,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation and in each case for that Relevant Period.

“Equity” means Total Assets less Total Liabilities.

“Exceptional Items” means:

(a) any items of an unusual or non-recurring nature which represent gains or losses; and

(b) any Restructuring Costs,

provided that the aggregate amount shall not exceed the higher of (i) USD 15,000,000 (or the equivalent in any other currency) and (ii) 10% of combined EBITDA for any Relevant Period.

“Finance Lease” means Capitalized Lease Obligations.

“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

“Financial Year” means the annual accounting period of the Group ending on or about 31 December in each year.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Intangible Assets” means Total Assets less the aggregate book value of all tangible assets of the Group at any time.

“Liquidity” means the aggregate amount of:

(a) Cash and Cash Equivalent Investments held by the Group;

(b) Available Commitments under this Agreement (including, for the avoidance of doubt, any available unused cash loan commitments under any Ancillary Facility); and

(c) available undrawn commitments under any other revolving credit and working capital facilities constituting Permitted Financial Indebtedness.

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.

“Relevant Period” means each period of 12 months ending on or about the last day of each Financial Quarter.

“Restructuring Costs” means expenditure, costs relating to the restructuring or reorganisation of parts of, or any business or assets of any member of, the Group, the rebranding, relocation, rationalisation, reduction, disposal or elimination of administrative or production locations, product lines, assets or businesses, the recruitment, relocation, retention, retraining, severance and/or termination of any employee or member of management, business interruption or discontinued operations, any other cost-cutting measure or rationalisation, and any other similar item, including, in each case, the payment of costs, expenses, Taxes and fees (including, but not limited to, any advisor and consultancy fee) relating to any such action.

“Tangible Assets” means Total Assets less Intangible Assets.

“Tangible Solvency Ratio” means the ratio of Adjusted Equity to Tangible Assets.

“Total Assets” means the aggregate book value of all assets (both tangible and intangible (including, for the avoidance of doubt, goodwill)) of the Group at any time.

“Total Liabilities” means the book value of long term and short term debt and other liabilities of the Group which shall be included in the balance sheet at any time less the aggregate amount of:

(a) the Unsecured Convertible Notes to the extent it constitutes a Subordinated Financing; and

(b) each Subordinated Financing to the extent provided by any shareholder of the Company.

“Total Net Debt” means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings required to be recorded on a balance sheet in accordance with the Accounting Principles at that time but:

(a) excluding any amounts owing under the Unsecured Convertible Notes to the extent constituting Subordinated Financing;

(b) excluding any amounts owing under Finance Leases;

(c) excluding any amounts in respect of undrawn letters of credit, bank guarantees, hedging obligations and capital stock, shares or equivalents; and

(d) deducting the aggregate amount of Cash and Cash Equivalent Investments,

and so that no amount shall be included or excluded more than once.

“Total Net Leverage Ratio” means the ratio of (i) Total Net Debt to (ii) the greater of (x) EBITDA in respect of any Relevant Period and (y) zero.

22.2 Financial condition

The Company shall ensure that:

(a) Tangible Solvency Ratio: the Group’s Tangible Solvency Ratio shall at any Quarter Date exceed 30%.

(b) Minimum EBITDA: the Group’s EBITDA for the Relevant Period ending on the relevant Quarter Date shall exceed the amount as set out below opposite that Quarter Date:

Relevant Period ending	Amount
30 September 2025	[***]
31 December 2025	[***]
31 March 2026	[***]
30 June 2026	[***]
30 September 2026	[***]
31 December 2026	[***]
31 March 2027	[***]
30 June 2027	[***]
30 September 2027	[***]

(c) Minimum Liquidity: the Group’s Liquidity shall at any Quarter Date falling on or prior to 30 September 2027, be equal to or exceed [***] (or, in case Total Super Senior Incremental Facility Commitments in an amount equal to SEK 250,000,000 have been established, [***]).

(d) Total Net Leverage Ratio: the Group’s Total Net Leverage Ratio for the Relevant Period ending on the relevant Quarter Date shall not exceed the ratio as set out below opposite that Quarter Date:

Relevant Period ending	Ratio
30 September 2027	3.50:1
31 December 2027	3.50:1
31 March 2028 and each Quarter Date thereafter	3.00:1

22.3 Financial testing

(a) The financial covenants set out in Clause 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles and tested by reference to each Compliance Certificate delivered pursuant to Clause 21.2 (Compliance Certificate).

(b) If a member of the Group acquires or disposes of a company or business (including any commitment in respect thereof), for each Relevant Period ending on a date which is less than 12 months after that company or business became or, as applicable, ceased to

be a part of the Group, the results of that company or, as applicable, attributable to that business will be deemed included with those of the rest of the Group or, as applicable, excluded for the full duration of such Relevant Period as if that company or business had become or, as applicable, ceased to be a part of the Group at the start of the Relevant Period. Such results in respect of an acquired company or business shall be adjusted on a pro forma basis so that they take into account the reasonably identifiable and supportable anticipated full run-rate effect of any synergies and cost savings (as projected by the Company in good faith) realisable or which the Company believes can be obtained during the period of 12 months from the date of the relevant acquisition combining the operations of the acquired company or business with the operations of the Group, and it may be assumed for the purposes of calculating such pro forma increase or decrease to EBITDA that the full run-rate effect of such synergies and net costs savings are and will be fully realisable on the first day of and during the entire Relevant Period provided that such cost synergies and net cost savings do not exceed the higher of (i) 10% of combined EBITDA (measured after giving effect to such adjustments) and (ii) USD 10,000,000 (or the equivalent in any other currency) for any Relevant Period.

(c) If any financial covenant set out in Clause 22.2 (Financial condition) would be breached on the basis of exchange rates prevailing on the last date of any Relevant Period, but would not be breached on the basis of average exchange rates over that Relevant Period, then such average exchange rates shall apply for that Relevant Period and for any following Relevant Period after such change.

(d) For the purpose of this Clause 22, no item shall be included or excluded more than once in any calculation.

22.4 Equity Cure

(a) If, in respect of any Relevant Period (the “First Relevant Period”) or Quarter Date, the Company is in breach of any obligation set out in paragraphs (a) (Tangible Solvency Ratio), (c) (Minimum Liquidity) and/or (d) (Total Net Leverage Ratio) of Clause 22.2 (Financial condition) (each a “Relevant Financial Covenant”), then the Company may, after the end of such First Relevant Period or Quarter Date and within 21 days of the earlier of (x) the date of delivery of the relevant Compliance Certificate or (y) the date on which the relevant Compliance Certificate was required to be delivered relating to such First Relevant Period or Quarter Date (as applicable), procure the contribution of the net proceeds in cash by way of New Company Injection(s) to the Company (which shall substantially contemporaneously contribute (directly or indirectly) such net proceeds to the Original Borrower via CEBA) (such net proceeds being an “Equity Cure Amount”) which, subject to the conditions in paragraph (b)below and provided that (1) the Original Borrower notifies the Agent that the Original Borrower has received the Equity Cure Amount and (2) the Original Borrower has received such New Company Injection(s), then such Equity Cure Amount shall have the effect that the applicable Relevant Financial Covenant in breach will be calculated giving effect to the following adjustments:

(i) for the purpose of calculating Tangible Solvency Ratio, Equity as at the relevant Quarter Date shall be recalculated assuming that the Equity Cure Amount had been contributed and applied towards an increase in Equity immediately prior to the relevant Quarter Date but not to exceed the amount necessary to cure the relevant breach;

(ii) for the purpose of calculating Liquidity, Cash as at the relevant Quarter Date shall be recalculated assuming that the Equity Cure Amount had been contributed and applied towards an increase in Cash immediately prior to the relevant Quarter Date;

(iii) for the purpose of calculating Total Net Leverage Ratio, Total Net Debt shall be reduced and recalculated assuming that the Equity Cure Amount had been contributed and applied prior to the relevant Quarter Date but not to exceed the amount necessary to cure the relevant breach; and

(iv) for the purpose of calculating EBITDA, the Equity Cure Amount shall not be taken into account,

and compliance with paragraphs (a) (Tangible Solvency Ratio), (c) (Minimum Liquidity) and/or (d) (Total Net Leverage Ratio) of Clause 22.2 (Financial condition) will be determined by reference to the recalculations (or calculations) described above.

(b) The Equity Cure Amount may only be taken into account to remedy or prevent non-compliance with the Relevant Financial Covenants as set out in paragraph (a) above if the Company does not make any such election or receive the benefit of a cure under this Clause 22.4:

(i) more than three times over the life of the Super Senior Facilities;

(ii) more than twice during any consecutive period of four Financial Quarters; or

(iii) in an amount greater than the Equity Cure Amount necessary to cure the relevant Event of Default.

(c) The Equity Cure Amount will only have the effect of remedying the breaches of the Relevant Financial Covenant(s) and not the calculation of Margin or otherwise (including with respect to any other basket, usage or other purposes under the Finance Documents).

23. General Undertakings

The undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1 Authorisations

Each Obligor shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i) enable it to perform its obligations under the Finance Documents to which it is a party; and

(ii) subject to the Legal Reservations and, in the case of the Transaction Security Documents to which it is a party, any applicable Perfection Requirements, ensure the legality, validity, enforceability or admissibility in evidence in its Relevant Jurisdiction of any Finance Document to which it is a party.

23.2 Compliance with Laws

Each Obligor shall comply in all material respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents to which it is a party.

23.3 Negative pledge

In this Clause 23.3, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

(a) Except as permitted under paragraph (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) directly or indirectly create, incur, assume or permit to subsist any Security over or with respect to any property or assets of any kind.

(b) Except as permitted under paragraph (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, save as permitted by paragraph (o)(ii) of the definition of “Permitted Disposal”;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) Permitted Security; or

(ii) a Permitted Transaction.

23.4 Disposals

(a) Except as permitted under paragraph (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is:

(i) a Permitted Disposal; or

(ii) a Permitted Transaction.

23.5 Holding Companies

(a) Neither the Company nor CEBA shall trade, carry on any business, own any assets or incur any liabilities except for any Permitted Holding Company Activity.

(b) The Company and CEBA shall not create, incur, assume or suffer to exist any security on any shares of CEBA or the Borrowers or any member of the Group (other than Transaction Security pursuant to any Finance Document, non-consensual security arising solely by operation of law and security pursuant to documentation relating to other secured Financial Indebtedness permitted to be incurred and secured hereunder on a pari passu basis with, or junior basis to, the Super Senior Facilities).

23.6 Arm’s Length Basis

(a) Except as permitted by paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any transaction with any person except on arm’s length terms and for full market value.

(b) Paragraph (a) above does not apply to:

(i) fees, costs and expenses payable under the Finance Documents in the amounts set out in the Finance Documents delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) (or as amended in accordance with this Agreement) or agreed by the Agent;

(ii) intra-Group loans permitted under Clause 23.11 (Loans or Credit);

(iii) any Permitted Payment;

(iv) any Permitted Disposal referred to in paragraphs (b) and (d) of that definition; and

(v) any Permitted Transaction.

23.7 Mergers

No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction, other than as permitted pursuant to any Permitted Transaction.

23.8 Change of Business

The Company 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 Refinancing Date.

23.9 Acquisitions

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will):

(i) acquire a company or any shares or a business or undertaking (or, in each case, any interest in any of them); or

(ii) incorporate a company.

(b) Paragraph (a) above does not apply to an acquisition of a company, of shares or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is:

(i) a Permitted Acquisition; or

(ii) a Permitted Transaction.

23.10 No Guarantees or Indemnities

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b) Paragraph (a) above does not apply to:

(i) a Permitted Guarantee; or

(ii) a Permitted Transaction.

23.11 Loans or Credit

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) be a creditor in respect of any Financial Indebtedness.

(b) Paragraph (a) above does not apply to:

(i) a Permitted Loan; or

(ii) a Permitted Transaction.

23.12 Non-Obligor Support

The Company shall ensure that, notwithstanding anything to the contrary in this Agreement:

(a) the aggregate amount of Non-Obligor Support provided to Oatly Hong Kong Holding Limited, Oatly Shanghai Co Ltd and/or Oatly Hainan Trading Co Ltd shall not exceed [***] (or the equivalent in any other currency) in any calendar year; and

(b) the aggregate amount of other Non-Obligor Support (not referred to in paragraph (a) above) provided during the period from and including the Refinancing Date to and including the Termination Date shall not exceed USD 10,000,000 (or the equivalent in any other currency).

23.13 Dividends and share redemption

(a) Except as permitted under paragraph (b) below, the Company shall not:

(i) declare, make or pay any dividend (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii) repay or distribute any dividend;

(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Company; or

(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

(b) Paragraph (a) above does not apply to:

(i) a Permitted Payment; or

(ii) a Permitted Transaction.

23.14 Financial Indebtedness

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.

(b) Paragraph (a) above does not apply to Financial Indebtedness which is:

(i) Permitted Financial Indebtedness; or

(ii) a Permitted Transaction.

23.15 Environmental compliance

Each Obligor shall (and the Company shall ensure that each member of the Group will):

(a) comply with all Environmental Law;

(b) obtain, maintain and ensure compliance with all requisite Environmental Permits; and

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.16 Anti-corruption law

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will) directly or indirectly use any part of the proceeds of the Super Senior Facilities for any purpose which would breach anti-corruption, anti money-laundering or anti-bribery laws in any jurisdiction.

(b) Each Obligor shall (and the Company shall ensure that each other member of the Group will):

(i) conduct its businesses in compliance with applicable anti-corruption, anti money-laundering or anti-bribery laws; and

(ii) maintain policies and procedures designed to promote and achieve compliance with such laws.

23.17 Sanctions

(a) No Obligor shall (and the Company shall procure that no other member of the Group nor, in relation to paragraphs (ii) below, any of their respective directors, officers or employees will):

(i) request any Utilisation or use, lend, contribute or otherwise make available the proceeds of any Utilisation or any other transaction contemplated by a Finance Document to any person directly or indirectly:

(A) to fund or support any trade, business or other activities of or with any Restricted Party in violation of any applicable Sanctions; or

(B) in any manner that would reasonably be expected to result in any person being in breach of any applicable Sanctions or becoming a Restricted Party; or

(ii) use any revenue or benefit derived from any activity or dealing which is in breach of any applicable Sanctions in discharging any obligation due under or in connection with any Finance Document.

(iii) directly or indirectly engage in any activity, transaction or conduct that results or is reasonably likely to result in any party being in breach of any Sanctions or becoming a person subject to Sanctions; or

(iv) directly or indirectly engage in any activity, transaction or conduct that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, in whole or in part, any Sanctions.

(b) Any provision of this Clause 23.17 or Clause 20.15 (Sanctions) shall not apply to or in favour of any person if and to the extent that it would result in a breach, by or in respect of that person, of any applicable Blocking Law.

(c) Each Obligor shall (and the Company shall procure that each other member of the Group will), to the extent permitted by law and promptly upon becoming aware of them, supply to the Agent details of any claim, proceeding, formal notice or formal investigation against it or any other member of the Group with respect to Sanctions.

(d) Each Obligor shall (and the Company shall procure that each other member of the Group will) take all reasonable measures to ensure compliance with Sanctions.

23.18 Pari passu ranking

Subject to the Legal Reservations each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

23.19 Centre of main interests and establishments

Each Obligor shall procure that, its centre of main interest (as that term is used in Article 3(1) of the Regulation and from 26 June 2017, the Recast Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” as that term is used in article 2(10) of the Regulation in any other jurisdiction.

23.20 Access

If an Event of Default has occurred and is continuing, each Obligor (and each Obligor shall procure that each member of the Group) shall permit the Agent and/or the Security Agent and/or accountants or other professional advisers and contractors of the Agent or Security Agent free access at all reasonable times and on reasonable notice at the risk and cost of the Obligor or the Company to (a) the premises, assets, books, accounts and records of each Obligor and (b) meet and discuss matters with senior management of the Group.

23.21 Intellectual Property

Each Obligor shall (and the Company shall procure that each other member of the Group will):

(a) preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Group member;

(b) use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c) make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property that is necessary for the business of the relevant Group member in full force and effect and record its interest in that Intellectual Property;

(d) not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the Group to use such property; and

(e) not discontinue the use of the Intellectual Property that is necessary for the business of the relevant Group member,

where failure to do so, in the case of paragraphs (a), (b) and (c) above, or, in the case of paragraphs (d) and (e) above, such use, permission to use, omission or discontinuation, is reasonably likely to have a Material Adverse Effect.

23.22 U.S. Governmental Regulation

Each Obligor shall ensure that it does not have, or could not reasonably be expected to have, any amount of liability, contingent or otherwise, with respect to an “employee benefit plan” (as defined in ERISA) which is subject to Title IV of ERISA or Section 412 of the Code, which is reasonably likely to have a Material Adverse Effect.

23.23 Subordinated Debt

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will) pay or resolve to pay any interest, fees or any other moneys in respect of the Subordinated Debt or redeem, repurchase, repay or prepay any amount of principal (or capitalised interest) of or in respect of any Subordinated Debt or purchase any amount of the Subordinated Debt.

(b) Paragraph (a) above does not apply to:

(i) any Permitted Payment;

(ii) a conversion of Subordinated Debt into equity through unconditional capital contributions and/or subscription of new shares; or

(iii) any other payment than a Permitted Payment, but only to the extent permitted under the Intercreditor Agreement.

23.24 Limitation on Security over real property

The Obligors shall not, nor shall they permit any other member of the Group to, directly or indirectly, create, incur, assume, suffer or permit to exist any Security over any real property of the Group (other than Transaction Security).

23.25 Material Intellectual Property

(a) The Obligors shall not, nor shall they permit any other member of the Group to, directly or indirectly create, incur, assume or suffer to exist any Security on Material Intellectual Property securing (i) Financial Indebtedness in respect of borrowed money, (ii) Financial Indebtedness evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement obligations in respect thereof) or (iii) any guarantee of the foregoing, in each case unless (A) such Security (and the underlying Financial Indebtedness such Security secures) is Permitted Financial Indebtedness and Permitted Security and (B) the Company provides, or causes the applicable member of the Group to provide, subject, solely with respect to Obligors not organized in the United States or assets not located in the United States, to the Agreed Security and Guarantee Principles, that the Super Senior Facilities are secured equally and ratably by Security on such Material Intellectual Property; provided that (1) the foregoing obligation will not apply with respect to (x) any Security on Material Intellectual Property securing Financial

Indebtedness that existed at the time the Group acquired such Material Intellectual Property and that includes a restriction on the rateable and equal securing of the Super Senior Facilities, provided, however, that such Security is not created or incurred in connection with, or in contemplation of, such acquisition and (y) any Security on Material Intellectual Property arising automatically by operation of law and (2) in no event shall this Clause 23.25 permit the incurrence of Financial Indebtedness, or Security on Material Intellectual Property securing Financial Indebtedness, unless such Financial Indebtedness is Permitted Financial Indebtedness and such Security is permitted to be secured on an equal and ratable basis to the Security securing the Super Senior Facilities under Permitted Security. Any Security created for the benefit of the Secured Parties pursuant to the preceding sentence shall provide by its terms that such Security shall be automatically and unconditionally be released and discharged upon the release and discharge of the applicable Security on Material Intellectual Property that gave rise to the obligation to so secure the Super Senior Facilities by Security over such Material Intellectual Property.

(b) Notwithstanding anything in this Agreement to the contrary, the Company will cause all Material Intellectual Property existing as of the date of this Agreement or generated or acquired after the date of this Agreement to be owned by Obligors and shall not dispose of any Material Intellectual Property to any member of the Group that is not an Obligor; provided that an Obligor may grant a non-exclusive license of Material Intellectual Property (i) to a member of the Group that is not an Obligor to permit such member of the Group that is not an Obligor to use such Material Intellectual Property in the ordinary course of business; and (ii) any Permitted Disposal contemplated by limb (iii) of paragraph (j) of the definition of “Permitted Disposal” may be effected notwithstanding that it may involve Material Intellectual Property.

23.26 Unsecured Convertible Notes Payments

The Obligors shall not, and shall not permit any other member of the Group to, directly or indirectly make any payment of principal, interest, fees, premium or other amounts on, or redeem, repurchase, defease or otherwise acquire or retire for value or make any payment in respect of the Unsecured Convertible Notes, provided that the foregoing does not prohibit:

(a) the payment of accrued interest by way of capitalisation or the accrual of “paid-in-kind” interest on the Unsecured Convertible Notes;

(b) any payment referred to in paragraph (e) of the definition of “Permitted Payment”;

(c) Payments of Unsecured Convertible Notes Liabilities (each as defined in the Intercreditor Agreement) in connection with a conversion of the Unsecured Convertible Notes (however and for the avoidance of doubt, not including any cash Payments (as defined in the Intercreditor Agreement)); and

(d) Payments of Creditor Representative Amounts (each as defined in the Intercreditor Agreement) incurred in the ordinary course.

23.27 Guarantors and Transaction Security

(a) Subject to the Agreed Security and Guarantee Principles, the Perfection Exceptions and this Clause 23.27, the Company and the Obligors shall ensure that each of the following members of the Group accedes to the Guarantee and Adherence Agreement and the Intercreditor Agreement and, if and to the extent required by, and in accordance with, the Agreed Security and Guarantee Principles and the Perfection Exceptions, provides

the Transaction Security set out in Schedule 19 (Post-Refinancing Date Transaction Security Documents), in each case within sixty (60) days of the Refinancing Date:

(i) Oatly UK Limited (reg. no. 08038012);

(ii) Oatly Inc. (reg. no. 5942229);

(iii) Oatly US Inc. (reg. no. 7713489);

(iv) Oatly US Operations & Supply Inc. (reg. no. 7331326);

(v) Oatly Germany GmbH (reg. no. HRB 193208 B);

(vi) Oatly Netherlands Operations & Supply B.V. (reg. no. 73642754); and

(vii) Oatly Netherlands B.V. (reg. no. 73642746).

(b) Subject to the Agreed Security and Guarantee Principles, the Perfection Exceptions and this Clause 23.27, the Company and the Obligors shall ensure that (x) within sixty (60) days of the Refinancing Date and (y) within thirty (30) days of the date of delivery of each Annual Report (commencing with the Annual Report for the Financial Year ending on 31 December 2025):

(i) each Material Company; and

(ii) each member of the Group as is necessary to ensure that the aggregate revenue of the Guarantors and the aggregate assets of the Guarantors (in each case calculated on an unconsolidated basis and excluding all goodwill, intra-group items and investments in Subsidiaries of any member of the Group) represent not less than ninety (90) (or, following 30 September 2027, eighty-five (85)) per cent. of consolidated revenue and ninety (90) (or, following 30 September 2027, eighty-five (85)) per cent. of consolidated gross assets, respectively, of the Group (the “Guarantor Coverage Test”),

accedes to the Guarantee and Adherence Agreement and the Intercreditor Agreement and, if and to the extent required by, and in accordance with, the Agreed Security and Guarantee Principles and the Perfection Exceptions, provides Transaction Security.

(c) For the purpose of paragraph (b)(ii) above:

(i) compliance shall be determined by reference to the latest audited financial statements of the relevant members of the Group (consolidated in the case of a member of the Group which itself has Subsidiaries) and the latest Annual Report (however, if a Subsidiary has been acquired since the date as at which the latest Annual Report was prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary);

(ii) any member of the Group having negative revenue or assets shall be deemed to have zero revenue or assets; and

(iii) any member of the Group which cannot, or is not, required to become a Guarantor under the Agreed Security and Guarantee Principles will be excluded from both the numerator and the denominator in the calculations.

(d) Notwithstanding anything to the contrary in the Finance Documents, no member of the Group incorporated in PRC shall be required to accede as an Additional Guarantor.

(e) Any member of the Group which is required to accede as an Additional Guarantor within sixty (60) days of the Refinancing Date or thirty (30) days of the delivery of any Annual Report (as applicable) shall be deemed to constitute a Guarantor for the purposes of the Finance Documents during such period.

(f) If any additional member of the Group is incorporated or acquired after the Refinancing Date and if such member of the Group constitutes a Material Company as at the date of the completion of such acquisition or incorporation, the Company shall promptly thereafter notify the Security Agent thereof and, subject to the Agreed Security and Guarantee Principles and Perfection Exceptions, promptly after the date such member of the Group is incorporated or acquired notify the Security Agent thereof and within twenty (20) Business Days (or such longer period as the Majority Lenders may agree in their reasonable discretion) procure that such Subsidiary accedes to the Guarantee and Adherence Agreement and the Intercreditor Agreement.

(g) Subject to the Agreed Security and Guarantee Principles and the Perfection Exceptions, within (i) forty-five (45) days with respect to any Material Intellectual Property registered in the United States of America and (ii) ninety (90) days with respect to any Material Intellectual Property registered in a Material Jurisdiction (other than the United States of America) (or the World Intellectual Property Organization or the European Union Intellectual Property Office), in each case, after the Refinancing Date (in each case, or such longer period as Majority Lenders may agree in its reasonable discretion), the Obligors shall execute, deliver and file intellectual property security agreements in the applicable Material Jurisdictions (or the World Intellectual Property Organization or the European Union Intellectual Property Office) all at the expense of the Obligors in order to provide the Security Agent with a first priority perfected security interest in such Material Intellectual Property in such jurisdiction.

(h) Each Obligor shall cause the Transaction Security in respect of Material Intellectual Property to at all times constitute first priority perfected Security.

23.28 Further assurance

(a) Subject to the Agreed Security and Guarantee Principles and the Perfection Exceptions, each Obligor shall (and the Company shall procure that each other member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify having regard to the rights and restrictions in the Finance Documents (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent, or confer on the Finance Parties, Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents;

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security; and/or

(iv) to provide to the Security Agent, from time to time upon reasonable request by the Security Agent, evidence reasonably satisfactory to the Security Agent and the Lenders as to (A) the perfection and priority of the Transaction Security created or intended to be created by the Transaction Security Documents, and/or (B) compliance with the requirements of Clause 23.27 (Guarantors and Transaction Security).

(b) Subject to the Agreed Security and Guarantee Principles and the Perfection Exceptions, each Obligor shall (and the Company shall procure that each other member of the Group will) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents, including (without limitation) the Perfection Requirements, as soon as reasonably practicable and, in any event, within the timeframe permitted under the applicable law.

23.29 Cash management

The Company shall ensure that:

(a) the aggregate amount of Cash and/or Cash Equivalent Investments at any time maintained in Bank Accounts held by Non-Obligors outside of the PRC shall not exceed USD 7,500,000 (or the equivalent in any other currency);

(b) the aggregate amount of cash and/or Cash Equivalent Investments at any time maintained in Bank Accounts in the PRC shall not exceed the sum of:

(i) [***] (or the equivalent in any other currency); and

(ii) an amount equal to the sum of trapped cash held as at the date of this Agreement by Subsidiaries incorporated in PRC to be applied solely towards the payment of costs incurred in connection with the closure and discontinuance of the Greater China Facility; and

(c) following the occurrence of an Event of Default which is continuing, the Security Agent shall be entitled to require that cash standing to the credit of any bank account held by an Obligor which is subject to Transaction Security that is not required to be perfected in accordance with Agreed Security and Guarantee Principles is transferred to any bank account held by an Obligor which is subject to perfected Transaction Security.

23.30 Maximum DFW and PB Facility Closure Cash Outflow Amount

In the event that the Group closes and discontinues any or both of the Peterborough Facility and the Dallas-Fort Worth Facility, the Obligors shall (i) commence a process to dispose of all or a portion of the Peterborough Facility Assets and the Dallas-Fort Worth Facility Assets, as applicable, which disposals shall be made in accordance with paragraph (r) of the definition of “Permitted Disposal”, and (ii) ensure that the Maximum DFW and PB Facility Closure Cash Outflow Amount shall not exceed $20,000,000 at any time (other than in the period prior to 31 August 2025, during which it shall not exceed $50,000,000 at any time).

23.31 Maximum Greater China and Singapore Facility Closure Cash Outflow Amount

In the event that the Group closes and/or discontinues any or both of the Greater China Facility and the Singapore Facility, the Obligors shall (i) commence a process to dispose of all or a portion of the Greater China Facility Assets and the Singapore Facility Assets, as applicable, which disposals shall be made in accordance with paragraph (s) of the definition of “Permitted

Disposal”, and (ii) ensure that the Maximum Greater China and Singapore Facility Closure Cash Outflow Amount shall not exceed $35,000,000 at any time.

23.32 Declassification Event

(a) On and at any time after the occurrence of a Declassification Event the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company declassify the Facilities as “sustainability-linked”.

(b) With effect on and from the Declassification Date:

(i) Clause 11.3 (Sustainability Margin Adjustment) and each Sustainability Provision shall cease to apply; and

(ii) no Sustainability Margin Adjustment will apply to any Utilisation.

(c) No Super Senior Facility may be re-classified as “sustainability-linked” on or after the Declassification Date.

23.33 Sustainability publicity

At any time on or after the Declassification Date, the Company shall not (and shall ensure that no other member of the Group will) make any disclosure that references any Super Senior Facility or any Utilisation as “sustainability-linked”.

24. Events of Default

Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for Clause 24.15 (Acceleration) and Clause 24.16 (Clean-Up Period)).

24.1 Non-Payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within:

(i) (in the case of paragraph (a)(i) above) five Business Days of its due date; or

(ii) (in the case of paragraph (a)(ii) above) seven Business Days of its due date.

24.2 Financial Covenants

Subject to Clause 22.4 (Equity Cure), any requirement of Clause 22 (Financial Covenants) is not satisfied.

24.3 Other Obligations

(a) An Obligor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in Clause 24.1 (Non-Payment) and Clause 22 (Financial Covenants)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and (x) other than where sub-paragraph (y) below applies, is

remedied within 20 Business Days of the earlier of (A) the Agent giving notice to the Company and (B) the Company becoming aware of the failure to comply and (y) with respect to Clause 23.29 (Cash management), is remedied or waived within five (5) Business Days of the occurrence thereof.

(c) No Event of Default will occur under this Clause 24.3 by reason only of an Obligor’s failure to comply with a Sustainability Provision.

24.4 Misrepresentation

(a) Any representation or statement made or deemed to be made by an Obligor in the Finance Documents to which it is a party or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b) No Event of Default under paragraph (a) above will occur if the misrepresentation is capable of remedy and is remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the Company or relevant Obligor and (ii) the Company or an Obligor becoming aware of such misrepresentation.

(c) No Event of Default will occur under this Clause 24.4 to the extent that the representation or statement concerns, or the document consists of, Sustainability Information.

24.5 Cross Default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any member of the Group 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).

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 24.5 if:

(i) the relevant Financial Indebtedness constitutes intra-Group loans or a shareholder debt from a shareholder of the Company to the Company (provided it is subordinated to the Super Senior Facilities under the Intercreditor Agreement as Subordinated Debt (as defined in the Intercreditor Agreement) or otherwise on terms satisfactory to the Lenders or otherwise to the satisfaction of the Lenders) (but for the avoidance of doubt, not including the Unsecured Convertible Notes); or

(ii) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than $25,000,000 provided that this threshold shall not apply to Financial Indebtedness or commitment for Financial Indebtedness under the Unsecured Convertible Notes.

24.6 Insolvency

(a) Any member of the Group:

(i) is unable or admits inability to pay its debts as they fall due (for a German Member of the Group in accordance with section 17 of the German Insolvency Code (Insolvenzordnung)), in each case other than solely as a result of its balance sheet liabilities exceeding its balance sheet assets;

(ii) suspends making payments on any of its debts; or

(iii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b) The board of directors of any member of the Group incorporated in Sweden is under a statutory obligation to liquidate that member of the Group due to capital deficiency (Sw. kapitalbrist).

(c) A member of the Group incorporated in Sweden is required to prepare a special balance sheet (Sw. kontrollbalansräkning).

(d) A German Member of the Group is over-indebted (überschuldet) within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung).

(e) A moratorium is declared in respect of any indebtedness of any member of the Group.

24.7 Insolvency Proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group, other than a solvent liquidation or reorganisation of any member of the Group other than an Obligor;

(ii) a composition, compromise, assignment or arrangement with any creditor of any member of the Group;

(iii) the appointment of a liquidator (other than in respect of a solvent liquidation of any member of the Group other than an Obligor (save to the extent permitted by this Agreement)), receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any member of the Group or any of its assets (other than as a result of any measure permitted under the Finance Documents); or

(iv) enforcement of any Security over any assets of any member of the Group having an aggregate value of $25,000,000,

or any analogous procedure or step is taken in any jurisdiction.

(b) This Clause 24.7 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 21 days of commencement.

24.8 Creditors’ Process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any member of the Group having an aggregate value of $25,000,000 and is not discharged within 21 days.

24.9 Ownership of the Obligors

After the Refinancing Date, an Obligor (other than the Company) ceases to be a wholly owned direct or indirect Subsidiary of the Company.

24.10 Unlawfulness and invalidity

(a) It is or becomes unlawful for an Obligor or any other member of the Group that is a party to the Intercreditor Agreement to perform any of its obligations under the Finance Documents to which it is a party or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawful.

(b) Any obligation or obligations of any Obligor under any Finance Documents or any other member of the Group under the Intercreditor Agreement are not (subject to the Legal Reservations and, in the case of the Transaction Security Documents, any applicable Perfection Requirements) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c) Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

(d) No Event of Default will occur under paragraph (a) above if the failure to comply is capable of remedy and is remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the relevant party and (ii) the relevant party becoming aware of the failure to comply.

24.11 Intercreditor Agreement

Any party to the Intercreditor Agreement (other than a Finance Party) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement or a representation or warranty given by that party in the Intercreditor Agreement is incorrect in any material respect, and, if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, it is not remedied within 30 days of the earlier of (i) the Agent giving notice to the relevant party and (ii) the relevant party becoming aware of the failure to comply.

24.12 Repudiation and rescission of agreements

(a) An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document to which it is a party or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security, in each case, to which it is a party, which individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(b) Any party (other than a Finance Party) to the Intercreditor Agreement rescinds or purports to rescind or repudiates or purports to repudiate the Intercreditor Agreement in whole or in part which individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

24.13 Transaction Security

Any Transaction Security Document is not in full force and effect or does not create in favour of the Security Agent for the benefit of the Secured Parties the Security which it is expressed to create with the ranking and priority it is expressed to have.

24.14 Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started, or any judgment or order of a court, arbitral body or agency is made, in relation to the Finance Documents or the transactions contemplated in the Finance Documents or against any member of the Group or its assets which is reasonably likely to be adversely determined and, if so determined, which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect.

24.15 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

(a) cancel the Available Commitment of each Lender whereupon each such Available Commitment shall immediately be cancelled and the Super Senior Revolving Facility shall immediately cease to be available for further utilisation;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders;

(d) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable;

(e) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(f) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents,

provided, however, that:

(i) upon the occurrence of any Event of Default described in Clause 24.6 (Insolvency) or Clause 24.7 (Insolvency Proceedings) with respect to an Obligor organized in the United States, the obligation of each Lender to make Loans (and its Available Commitments) and each Ancillary Lender’s Ancillary Commitments shall automatically terminate, the unpaid principal amount of all outstanding Loans and Ancillary Outstandings and all interest and other amounts as shall automatically become due and payable, in each case without further act of the Agent or any Lender or Ancillary Lender; and

(ii) upon (i) the occurrence of any Event of Default described in Clause 24.6 (Insolvency) or Clause 24.7 (Insolvency Proceedings) with respect to a Borrower or (ii) the commencement of any enforcement of any Transaction Security in accordance with the terms of the Intercreditor Agreement, the obligation of each Lender to make Loans (and its Available Commitments) and each Ancillary Lender’s Ancillary Commitments shall automatically terminate, in each case without further act of the Agent or any Lender or Ancillary Lender.

24.16 Clean-Up Period

Notwithstanding any other provision of any Finance Document:

(a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or

(b) any Event of Default constituting a Clean-Up Default,

which occurs during a Clean-Up Period will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if:

(i) it would have been (if it were not for this Clause 24.16) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to the company (or any of its Subsidiaries) or the business or undertaking which is the subject of the relevant acquisition (or any obligation to procure or ensure in relation to that company, Subsidiary, business or undertaking);

(ii) it is capable of remedy on or before the end of the Clean-Up Period and reasonable steps are being taken to remedy it;

(iii) the circumstances giving rise to it have not been procured by or approved by the Company or any Obligor that was an Obligor immediately prior to the relevant acquisition; and

(iv) it is not reasonably likely to have a Material Adverse Effect.

If the relevant circumstances are continuing on or after the end of that Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

Section 8
Changes to Parties

25. Changes to the Lenders25.1 Transfers by the Lenders

Subject to this Clause 25, a Lender (the “Existing Lender”) may transfer any of its rights or obligations under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

25.2 Company Consent

(a) The consent of the Company is required for a transfer by an Existing Lender, unless the transfer is:

(i) to another Lender or an Affiliate of any Lender;

(ii) made at a time when an Event of Default is continuing;

(iii) made following such Existing Lender having become entitled to send a notice to the Agent in accordance with paragraph (a) of Clause 10.2 (Sanctions and anti-corruption); or

(iv) permitted under paragraph (b) of Clause 9.3 (Non-Extending Lenders).

(b) The consent of the Company to a transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time and provided that the Company has been provided with the full legal name of the proposed New Lender and a copy of any relevant Confidentiality Undertaking.

(c) Notwithstanding anything to the contrary in this Agreement, no transfer under this Clause 25 may be made:

(i) to an industrial competitor of any member of the Group, a hedge fund, a distressed debt fund, a loan-to-own investor, a supplier or sub-contractor to any member of the Group or a Defaulting Lender (or, in each case, a person that is a Related Fund or is an affiliate or acting on behalf of such a person). Notwithstanding the foregoing, the terms “hedge fund”, “distressed debt fund”, “industrial competitor” and “loan-to-own investor” shall not include any deposit taking financial institution authorised by a financial services regulator to carry out the business of banking and which is managed and controlled independently to such hedge fund, distressed debt fund, industrial competitor and loan-to-own investor provided that the deposit taking financial institution is (a) acting on the other side of appropriate information barriers implemented or maintained as required by law, regulation or internal policy from the entity which otherwise would constitute a hedge fund, distressed debt fund, industrial competitor or loan-to-own investor (as applicable) and (b) has separate personnel responsible for its interests under the Finance Documents, such personnel are independent from its interests as a hedge fund, distressed debt fund, industrial competitor or loan-to-own investor (as applicable) and no information provided under the Finance Documents is disclosed or otherwise made available to any personnel responsible for its interests (or its other

Affiliates’ interests), in each case, as a hedge fund, distressed debt fund, industrial competitor or loan-to-own investor (as applicable); or

(ii) to an Affiliate of any Lender that does not have a rating of at least BBB- by Standard & Poor’s Rating Services Limited or Fitch Ratings Ltd or at least Baa3 by Moody’s Investor Services Limited, other than with the prior written consent of the Company.

25.3 Other Conditions of Transfer

(a) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and the procedure set out in Clause 25.6 (Procedure for Transfer) is complied with.

(b) If:

(i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 15 (Tax Gross-Up and Indemnities) or Clause 16 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred.

(c) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

25.4 Transfer Fee

The New Lender shall, on the date upon which a transfer takes effect, pay to the Agent (for its own account) a fee of $3,000.

25.5 Limitation of Responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 25; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

25.6 Procedure for Transfer

(a) Subject to the conditions set out in Clause 25.2 (Company Consent) and Clause 25.3 (Other Conditions of Transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) Subject to Clause 25.11 (Pro Rata Interest Settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Security Agent, the Arrangers, the New Lender and other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the

Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Security Agent, the Arrangers, any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents;

(iv) the New Lender shall become a Party as a “Lender”; and

(v) any transfer shall include a transfer of a proportional interest of the Transaction Security governed by Swedish law together with a proportional interest in the Transaction Security Documents governed by Swedish law.

25.7 Copy of Transfer Certificate or Increase Confirmation to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Increase Confirmation, send to the Company a copy of that Transfer Certificate or Increase Confirmation.

25.8 Security Over Lenders’ Rights

In addition to the other rights provided to Lenders under this Clause 25, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

25.9 The Register

The Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a copy of each transfer delivered to it and a register for the recordation of the names of the Lenders, and the Commitments of, and principal amounts (and stated interest) of such Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from

time to time upon reasonable prior notice. Notwithstanding any other provision of this Agreement to the contrary, no transfer will be effective until recorded in the Register.

25.10 The Participant Register

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each person it sells a participation to (a “Participant”) and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Finance Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Finance Document) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

25.11 Pro Rata Interest Settlement

(a) If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 25.6 (Procedure for Transfer) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period; and

(ii) the rights transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 25.10, have been payable to it on that date, but after deduction of the Accrued Amounts.

(b) In this Clause 25.11 references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

(c) An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 25.11 but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

26. Changes to the Obligors26.1 Transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

26.2 Additional Borrowers

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.8 (“Know Your Customer” Checks), the Original Borrower may request that any of the Company’s wholly owned direct or indirect Subsidiaries (other than CEBA) become an Additional Borrower. That Subsidiary shall become an Additional Borrower if:

(i) it is incorporated in Sweden or otherwise if all the Lenders approve the addition of that Subsidiary;

(ii) the Company and that Subsidiary delivers to the Agent a duly completed and executed Accession Letter;

(iii) that Subsidiary is (or becomes) a Guarantor no later than the date on which it becomes a Borrower;

(iv) the Company confirms that no Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and

(v) the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably).

(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent).

(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

26.3 Resignation of a Borrower

(a) The Company may request that a Borrower (other than the Original Borrower) ceases to be a Borrower by delivering to the Agent a Resignation Letter.

(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(i) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case);

(ii) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents; and

(iii) where the Borrower is also a Guarantor (unless its resignation has been accepted in accordance with Clause 26.6 (Resignation of a Guarantor)), its obligations in its capacity as Guarantor continue to be legal, valid, binding and enforceable and in full force and effect (subject to the Legal Reservations) and

the amount guaranteed by it as a Guarantor is not decreased (and the Company has confirmed this is the case),

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

26.4 Additional Guarantors

Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.8 (“Know Your Customer” Checks), the Original Borrower may request that any of the Company’s direct or indirect Subsidiaries become an Additional Guarantor in accordance with the Guarantee and Adherence Agreement.

26.5 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations and the representations and warranties in Clause 20.11 (No Proceedings), Clause 20.12 (No breach of laws) and Clause 20.16 (No misleading information) are true in all material respects (or, to the extent a materiality test applies, all respects) in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

26.6 Resignation of a Guarantor

The Company may request that a Guarantor (other than the Company or the Original Borrower) ceases to be a Guarantor in accordance with the Guarantee and Adherence Agreement, provided that:

(a) no Default is continuing or would result from such resignation (and the Company has confirmed this is the case);

(b) all the Lenders have consented to the Company’s request;

(c) no payment is due from that Guarantor under the Guarantee and Adherence Agreement; and where that Guarantor is also a Borrower, it is under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 26.3 (Resignation of a Borrower).

Section 9
The Finance Parties

27. Role of the Agent and the Arrangers27.1 Appointment of the Agent

(a) Each of the Arrangers and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arrangers and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c) Each Finance Party hereby releases, to the extent legally possible, the Agent from any restrictions of self-dealing under any applicable law. Any Finance Party prevented by applicable law or its constitutional documents to grant the release from the restrictions under Section 181 German Civil Code shall notify the Agent in writing without undue delay.

27.2 Instructions

(a) The Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;

(B) the Super Senior Incremental Facility Majority Lenders if the relevant Finance Document stipulates the matter is a Super Senior Incremental Facility Majority Lender decision; and

(C) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the

Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (a) shall not apply to any legal or arbitration proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

27.3 Duties of the Agent

(a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c) Without prejudice to Clause 25.7 (Copy of Transfer Certificate or Increase Confirmation to Company), paragraph (b) above shall not apply to any Transfer Certificate or any Increase Confirmation.

(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Security Agent or an Arranger) under this Agreement it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

27.4 Role of the Arrangers

Except as specifically provided in the Finance Documents, an Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

27.5 No Fiduciary Duties

(a) Nothing in any Finance Document constitutes the Agent or an Arranger as a trustee or fiduciary of any other person.

(b) Neither the Agent nor an Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

27.6 Business with the Group

The Agent and each of the Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

27.7 Rights and Discretions

(a) The Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-Payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Without prejudice to the generality of paragraph (a) above, the Agent:

(i) may disclose; and

(ii) on the written request of the Company or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Company and to the other Finance Parties.

(i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor an Arranger is 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 or a breach of a fiduciary duty or duty of confidentiality.

(j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

27.8 Responsibility for Documentation

Neither the Agent nor an Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, an Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

27.9 No Duty to Monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

27.10 Exclusion of Liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under

or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, other than by reason of its gross negligence or wilful misconduct; or

(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this paragraph (b).

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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.

(d) Nothing in this Agreement shall oblige the Agent or an Arranger to carry out:

(i) any “know your customer” or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the

Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

27.11 Lenders’ Indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.11 (Disruption to Payment Systems etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Original Borrower.

(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Original Borrower, in which case the Majority Lenders (after consultation with the Original Borrower) may appoint a successor Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Original Borrower) may appoint a successor.

(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent and the Company amendments to this Clause 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees and those amendments will bind the Parties.

(e) The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Original Borrower shall, within five Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees subject to any fee cap and/or estimate approved by the Company in writing in advance) reasonably incurred by it in making available such documents and records and providing such assistance.

(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity

to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 15.7 (FATCA Information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 15.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.

27.13 Replacement of the Agent

(a) After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.

(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) 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.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

27.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

27.15 Relationship with the Lenders

(a) Subject to Clause 25.11 (Pro Rata Interest Settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause 32.6 (Electronic Communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 32.2 (Addresses) and Clause 32.6 (Electronic Communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

27.16 Credit Appraisal by the Lenders and Ancillary Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and Ancillary Lender confirms to the Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(c) whether that Lender or Ancillary Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the

Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(d) the adequacy, accuracy or completeness of any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

27.17 Deduction from Amounts Payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

27.18 Amounts paid in error

(a) If the Agent pays an amount to another Party and the Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Agent shall on demand refund the same to the Agent.

(b) Neither:

(i) the obligations of any Party to the Agent; nor

(ii) the remedies of the Agent,

(whether arising under this Clause 27.18 or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b) would reduce, release or prejudice any such obligation or remedy (whether or not known by the Agent or any other Party).

(c) All payments to be made by a Party to the Agent (whether made pursuant to this Clause 27.18 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(d) In this Agreement, “Erroneous Payment” means a payment of an amount by the Agent to another Party which the Agent determines (in its sole discretion) was made in error.

28. Conduct of Business by the Secured Parties

No provision of this Agreement will:

(a) interfere with the right of any Secured Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Secured Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Secured Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29. Sharing among the Secured Parties29.1 Payments to Finance Parties

(a) Subject to paragraph (b) below, if a Secured Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 30 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:

(i) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(iii) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.6 (Partial Payments).

(b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

29.2 Redistribution of Payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 30.6 (Partial Payments) towards the obligations of that Obligor to the Sharing Finance Parties.

29.3 Recovering Finance Party’s Rights

On a distribution by the Agent under Clause 29.2 (Redistribution of Payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

29.4 Reversal of Redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

29.5 Exceptions

(a) This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

29.6 Ancillary Lenders

(a) This Clause 29 shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Lender at any time prior to the Agent exercising any of its rights under Clause 24.15 (Acceleration).

(b) Following the exercise by the Agent of any of its rights under Clause 24.15 (Acceleration), this Clause 29 shall apply to all receipts or recoveries by Ancillary Lenders except to the extent that the receipt or recovery represents a reduction from the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings.

Section 10
Administration

30. Payment Mechanics30.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, excluding a payment under the terms of an Ancillary Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Agent) and with such bank as the Agent, in each case, specifies.

30.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to an Obligor) and Clause 30.4 (Clawback and Pre-Funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London, as specified by that Party).

30.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 31 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback and Pre-Funding

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that it had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent calculated by it to reflect its cost of funds.

(c) If the Agent is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the Agent shall notify the Company of that Lender’s identity and the Borrower to whom that sum was made available shall on demand refund it to the Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

30.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 30.1 (Payments to the Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or

(ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (b) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the “Paying Party”) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the “Recipient Party” or “Recipient Parties”).

In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 30.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 27.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (a) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 30.2 (Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph (j) above; and

(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

30.6 Partial Payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Agent or the Security Agent under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

30.7 No Set-Off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.8 Business Days

(a) Any payment under any Finance Document which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.9 Currency of Account

(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement, on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

30.10 Change of Currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

30.11 Disruption to Payment Systems Etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Super Senior Revolving Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 36 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

31. Set-Off

(a) A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

(b) Any credit balances taken into account by an Ancillary Lender when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Finance Documents be applied first in reduction of the overdraft provided under that Ancillary Facility in accordance with its terms.

32. Notices32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by electronic mail or by letter and communication by way of electronic mail should be the default method.

32.2 Addresses

The address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Original Borrower or the Company, that identified with its name below:

Company:

Postal address: P.O. Box 588, SE-201 25 Malmö, Sweden

Visiting address: Ångfärjekajen 8, SE-211 19 Malmö, Sweden

Email: [***]

Attention: [***]

Original Borrower:

Postal address: P.O. Box 588, SE--201 25 Malmö, Sweden

Visiting address: Ångfärjekajen 8, SE-211 19 Malmö, Sweden

Email: [***]

Attention: [***]

(b) in the case of each Lender, each Ancillary Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent, that identified with its name below:

Agent:

Postal address: Nordea Bank Abp, filial i Sverige, Smålandsgatan 15-17, SE-105 71 Stockholm, Sweden

Email: [***]

Attention: Loan Agency Team, H222

or any substitute address or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

32.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective when made by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, and, if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose). All notices from or to an Obligor shall be sent through the Agent.

(c) Any communication or document made or delivered to the Company in accordance with this Clause 32.3 will be deemed to have been made or delivered to each of the Obligors.

(d) Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

32.4 Notification of address

Promptly upon changing its address, the Agent shall notify the other Parties.

32.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

32.6 Electronic communication

(a) Any communication or document to be made or delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic

mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

(b) Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.

(c) Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

(d) Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e) Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 32.6.

32.7 Direct electronic delivery by Company

The Company may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause 32.6 (Electronic communication) to the extent that Lender and the Agent agree to this method of delivery.

32.8 English Language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33. Calculations and Certificates33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3 Day Count Convention and interest calculation

(a) Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:

(i) on the basis of the actual number of days elapsed and a year of 360 days (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and

(ii) subject to paragraph (a) below, without rounding.

(b) The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to 2 decimal places.

33.4 Personal liability

If a director or similar officer signs a certificate required under the Finance Documents on behalf of any member of the Group and the certificate proves to be incorrect, that director will incur no personal liability as a result, unless the individual acted fraudulently, recklessly or with an intention to mislead in giving that certificate. In such an event, any liability of the director will be determined in accordance with applicable law.

34. Partial Invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party or Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

36. Amendments and Waivers36.1 Required Consents

(a) Subject to Clause 36.2 (All Lender Matters) and Clause 36.3 (Other Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors’ Agent and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.

(c) Paragraph (c) of Clause 25.11 (Pro Rata Interest Settlement) shall apply to this Clause 36.

(d) Each Obligor agrees to any such amendment or waiver permitted by this Clause 36 which is agreed to by the Obligors’ Agent. This includes any amendment or waiver which would, but for this paragraph (d), require the consent of all the Guarantors.

36.2 All Lender Matters

(a) Subject to Clause 36.4 (Changes to reference rates) an amendment or waiver (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” or “Super Senior Incremental Facility Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin (other than in accordance with the definition of “Margin”) or Clause 11.3 (Sustainability Margin Adjustments) or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) a change in currency of payment of any amount under the Finance Documents;

(v) an increase in any Commitment, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Super Senior Revolving Facility;

(vi) a change to the Borrowers or Guarantors other than in accordance with Clause 26 (Changes to the Obligors);

(vii) any provision which expressly requires the consent of all the Lenders;

(viii) the definitions of “Restricted Party”, “Sanctions”, “Sanctions Authority” and “Sanctions List” or any Clause in which such terms are being used;

(ix) Clause 2.4 (Finance Parties’ Rights and Obligations), Clause 5.1 (Delivery of a Utilisation Request), Clause 8 (Establishment of Super Senior Incremental Facilities), 10.1 (Illegality), Clause 10.3 (Change of Control and delisting), Clause 10.9 (Application of Prepayments), Clause 11.3 (Sustainability Margin Adjustment), Clause 25 (Changes to the Lenders), Clause 26 (Changes to the Obligors), Clause 29 (Sharing among the Finance Parties), this Clause 36, Clause 42 (Governing Law) or Clause 43 (Jurisdiction);

(x) the manner in which the proceeds of enforcement of the Transaction Security are distributed;

(xi) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of the guarantee and indemnity granted under the Guarantee and Adherence Agreement or the Charged Property;

(xii) the release of any guarantee and indemnity granted under the Guarantee and Adherence Agreement or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document;

(xiii) the incurrence of any indebtedness ranking senior (whether in payment, priority of Transaction Security or lien and/or proceeds of enforcement of any Transaction Security) to the Super Senior Revolving Facility by any member of the Group; or

(xiv) any amendment to the order of priority or subordination under the Intercreditor Agreement,

shall not be made without the prior consent of all the Lenders.

36.3 Other Exceptions

(a) An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent, any Ancillary Lender or any Arranger (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent, that Ancillary Lender, that Arranger, as the case may be.

(b) Any amendment or waiver which:

(i) relates only to the rights or obligations applicable to a particular Utilisation, Super Senior Facility or class of Lender; and

(ii) does not materially and adversely affect the rights or interests of Lenders in respect of any other Utilisation or Super Senior Facility or another class of Lender,

may be made in accordance with this Clause 36 but as if references in this Clause 36 to the specified proportion of Lenders (including, for the avoidance of doubt, all the Lenders) whose consent would, but for this paragraph (b), be required for that amendment or waiver were to that proportion of the Lenders participating in that particular Utilisation or Super Senior Facility or forming part of that particular class.

36.4 Changes to reference rates

(a) Subject to Clause 36.3 (Other Exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:

(i) providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and

(ii)

(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C) implementing market conventions applicable to that Replacement Reference Rate;

(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.

(b) An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded Rate Loan in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:

(i) relates to the use of the RFR for that currency on a compounded basis in the international or any relevant domestic syndicated loan markets; and

(ii) is issued on or after the Refinancing Date,

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.

(c) If any Lender fails to respond to a request for an amendment or waiver described in, paragraphs (a) or (b) above within 10 Business Days (or such longer time period in relation to any request which the Company and the Agent may agree) of that request being made:

(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(d) In this Clause 36.4:

“Published Rate” means:

(a) the Alternative Term Rate for any Quoted Tenor;

(b) the Primary Term Rate for any Quoted Tenor; or

(c) an RFR.